SECURITY LIFE SEPARATE ACCOUNT L1
497, 2000-05-03
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                                   Prospectus

                   STRATEGIC ADVANTAGE VARIABLE UNIVERSAL LIFE
           A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                                    issued by

                    SECURITY LIFE OF DENVER INSURANCE COMPANY
                                       AND
                        SECURITY LIFE SEPARATE ACCOUNT L1




Consider carefully the policy charges, deductions, and refunds beginning on page
45 in this prospectus.


You should read this prospectus and keep it for future reference. A prospectus
for each underlying investment portfolio must accompany and should be read
together with this prospectus.


This policy is not available in all jurisdictions. This policy is not offered in
any jurisdiction where this type of offering is not legal. Depending on the
state where it is issued, policy features may vary. You should rely only on the
information contained in this prospectus. We have not authorized anyone to
provide you with information that is different.


Replacing your existing life insurance policy(ies) with this policy may not be
beneficial to you.



Your Policy
     o     is a flexible premium variable universal life insurance policy;
     o     is issued by Security Life of Denver Insurance Company;
     o     is designed primarily for use on a multi-life basis when the
           insured people share a common employment or business
           relationship;
     o     is guaranteed not to lapse during the first three policy years if
           you meet certain requirements; and
     o     is returnable by you during the free look period if you are not
           satisfied.

YOUR PREMIUM PAYMENTS
     o     are flexible, so the premium amount and frequency may vary;
     o     are allocated to variable investment options and the guaranteed
           interest division, based on your instructions;
     o     are invested in shares of the underlying investment portfolios
           under each variable investment option; and
     o     can be invested in as many as eighteen investment options
           over the policy's lifetime.

YOUR ACCOUNT VALUE
     o     is the sum of your holdings in the variable division, the
           guaranteed interest division and the loan division;
     o     has no guaranteed minimum value under the variable division.
           The value varies with the value of the underlying investment
           portfolio;
     o     has a minimum guaranteed rate of return for amounts in the
           guaranteed interest division; and
     o     is subject to specified expenses and charges.

DEATH PROCEEDS
     o     are paid if the policy is in force when the insured person dies;
     o     are equal to the death benefit minus an outstanding policy loan,
           accrued loan interest and unpaid charges incurred before the insured
           person dies;
     o     are calculated under your choice of options;
           *   Option 1- a fixed minimum death benefit;
           *   Option 2- a stated death benefit plus your account value;
           *   Option 3- a stated death benefit plus the sum of the premiums we
               receive minus partial withdrawals you have taken for policies
               delivered on or before December 31, 1997; and
     o     are generally not federally income taxed if your policy continues to
           meet the federal income tax definition of life insurance.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS LIFE INSURANCE POLICY IS NOT A BANK DEPOSIT OR OBLIGATION, FEDERALLY
INSURED OR BACKED BY ANY BANK OR GOVERNMENT AGENCY.

                         DATE OF PROSPECTUS MAY 1, 2000



<PAGE>



ISSUED BY: Security Life of Denver  UNDERWRITTEN BY:  ING America Equities, Inc.
              Insurance Company                       1290 Broadway
           ING Security Life Center                   Denver, CO 80203-5699
           1290 Broadway                              (303) 860-2000
           Denver, CO 80203-5699
           (800) 525-9852


THROUGH ITS:               Security Life Separate Account L1


ADMINISTERED BY:           Customer Service Center
                           P.O. Box 173888
                           Denver, CO 80217-3888
                           (800) 848-6362



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Strategic Advantage                    2

<PAGE>



                                TABLE OF CONTENTS

POLICY SUMMARY.................................................................4
     Your Policy...............................................................4
     Free Look Period..........................................................4
     Premium Payments..........................................................4
     Charges, Deductions and Refunds...........................................4
     Variable Division.........................................................6
     Fees and Expenses of the Investment Portfolios............................6
     Guaranteed Interest Division..............................................8
     Policy Values.............................................................8
     Transfers of Account Value................................................8
     Special Policy Features...................................................8
     Policy Modification, Termination and Continuation
         Features..............................................................9
     Death Benefits...........................................................10
     Tax Considerations.......................................................10

SECURITY LIFE, THE SEPARATE ACCOUNT
     AND THE INVESTMENT OPTIONS...............................................12
     Security Life of Denver Insurance Company................................12
     Security Life Separate Account L1........................................12
     Investment Portfolio Objectives..........................................13
     Guaranteed Interest Division.............................................18
     Maximum Number of Investment Options.....................................18

DETAILED INFORMATION ABOUT THE
     POLICY...................................................................18
     Applying for a Policy....................................................18
     Temporary Insurance......................................................19
     Policy Issuance..........................................................19
     Premiums.................................................................19
     Premium Payments Affect Your Coverage....................................21
     Death Benefits...........................................................22
     Riders...................................................................28
     Special Features.........................................................30
     Policy Values............................................................31
     Transfers of Account Value...............................................32
     Dollar Cost Averaging....................................................33
     Automatic Rebalancing....................................................34
     Policy Loans.............................................................35
     Partial Withdrawals......................................................36
     Lapse....................................................................37
     Reinstatement............................................................38
     Surrender................................................................39
     General Policy Provisions................................................39
         Free Look Period.....................................................39
         Your Policy..........................................................39
         Guaranteed Issue.....................................................39
         Age  ................................................................40
         Ownership............................................................40
         Beneficiary(ies).....................................................40
         Collateral Assignment................................................40
         Incontestability.....................................................40
         Misstatements of Age or Gender.......................................41
         Suicide..............................................................41
         Transaction Processing...............................................41

         Notification and Claims Procedures...................................41
         Telephone Privileges.................................................42
         Non-participation....................................................42
         Distribution of the Policies.........................................42
         Advertising Practices and Sales Literature...........................43
         Settlement Provisions................................................43
     Administrative Information About the Policy..............................43

CHARGES, DEDUCTIONS AND REFUNDS...............................................45
     Deductions from Premiums.................................................45
     Daily Deductions from the Separate Account...............................46
     Monthly Deductions from Account Value....................................46
     Policy Transaction Fees..................................................47
     Persistency Refund.......................................................48
     Refund of Sales Charges..................................................48
     Group or Sponsored Arrangements, or Corporate
         Purchasers...........................................................49

TAX CONSIDERATIONS............................................................49
     Tax Status of the Policy.................................................49
     Diversification Requirements.............................................50
     Tax Treatment of Policy Death Benefits...................................51
     Modified Endowment Contracts.............................................51
     Multiple Policies........................................................51
     Distributions Other than Death Benefits from
         Modified Endowment Contracts.........................................51
     Distributions Other than Death Benefits from
         Policies That Are Not Modified Endowment
         Contracts............................................................52
     Investment in the Policy.................................................52
     Policy Loans.............................................................52
     Section 1035 Exchanges...................................................52
     Tax-exempt Policy Owners.................................................52
     Possible Tax Law Changes.................................................52
     Changes to Comply with the Law...........................................52
     Other....................................................................53

ILLUSTRATIONS.................................................................54

ADDITIONAL INFORMATION........................................................62
     Directors and Officers...................................................62
     Regulation...............................................................63
     Legal Matters............................................................63
     Legal Proceedings........................................................63
     Experts..................................................................63
     Registration Statement...................................................63

INDEX OF SPECIAL TERMS........................................................64

FINANCIAL STATEMENTS..........................................................65

APPENDIX A...................................................................168

APPENDIX B...................................................................176

APPENDIX C...................................................................177



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Strategic Advantage                    3

<PAGE>



POLICY SUMMARY

YOUR POLICY

Your policy provides life insurance protection on the insured person. The policy
includes the basic policy, applications and riders or endorsements. As long as
the policy remains in force, we pay a death benefit at the death of the insured
person. While your policy is in force, you may access a portion of your policy
value by taking loans or partial withdrawals. You may surrender your policy for
its net cash surrender value. At the policy anniversary nearest the insured
person's 100th birthday, if the insured person is still alive you may surrender
your policy or continue it under the continuation of coverage option. SEE
CONTINUATION OF COVERAGE, PAGE 30 AND POLICY MATURITY, PAGE 30.

We designed Strategic Advantage primarily for use on a multi-life basis where
the insured people share common employment or a business relationship. The
policy may be owned individually or by a corporation, trust, association or
similar entity. The policy may be used for such purposes as informally funding
non-qualified executive deferred compensation, salary continuation plans,
retiree medical benefits or other purposes.

Life insurance is not a short-term investment. You should evaluate your need for
life insurance coverage and this policy's long-term investment potential and
risks before purchasing a policy.


FREE LOOK PERIOD

Within limits as specified by law, you have the right to examine your policy and
return it for a refund of all premium payments we have received or the account
value, if you are not satisfied for any reason. The policy is then void. SEE
FREE LOOK PERIOD, PAGE 39.


PREMIUM PAYMENTS

The policy is a flexible premium policy because the amount and frequency of the
premium payments you make may vary within limits. You must make premium
payments:
    o    for us to issue your policy;
    o    sufficient to keep your policy in force; and
    o    as necessary to continue certain benefits.

Depending on the amount of premium you choose to pay, it may not be enough to
keep your policy or certain riders in force. SEE PREMIUMS, PAGE 19.

ALLOCATION OF NET PREMIUMS

This policy has premium-based charges which are subtracted from your payments.
We add the balance, or net premium, to your policy based on your investment
instructions. You may allocate the net premium among one or more variable
investment options and the guaranteed interest division. SEE ALLOCATION OF NET
PREMIUMS, PAGE 21.


CHARGES, DEDUCTIONS AND REFUNDS

All charges presented here are current unless stated otherwise.

- --------
This summary highlights some important points about your policy. The policy is
more fully described in the attached, complete prospectus. Please read it
carefully. "We," "us," "our" and the "company" refer to Security Life of Denver
Insurance Company. "You" and "your" refer to the policy owner. The owner is the
individual, entity, partnership, representative or party who may exercise all
rights over the policy and receive the policy benefits during the insured
person's lifetime.

State variations are covered in a special policy form used in that state. This
prospectus provides a general description of the policy. Your actual policy and
any riders are the controlling documents. If you would like to review a copy of
the policy and riders, contact our customer service center or your
agent/registered representative.

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Strategic Advantage                    4

<PAGE>



                                     CHARGES
                 Other Than Investment Portfolio Annual Expenses
                 (SEE CHARGES, DEDUCTIONS AND REFUNDS, PAGE 45)

<TABLE>
<S>                                   <C>                                    <C>
CHARGE                                WHEN CHARGE IS DEDUCTED                AMOUNT DEDUCTED
Tax Charges                           Each premium payment received          2.5% for state and local taxes; 1.5%
                                                                             for estimated federal income tax
                                                                             treatment of deferred acquisition
                                                                             costs.

Sales Charge                          Each premium payment received          Percentage of policy or segment
                                                                             premium up to target premium and
                                                                             above target premium: year 1-5 up to
                                                                             target 8%, above target 3%, year 6 +
                                                                             3% of all premium received.

Mortality & Expense Risk              Daily, included in unit value          0.002055% daily (0.75% annually)
Charge

Policy Charge                         Monthly from account value             $10 per month for first five policy
                                                                             years.

Monthly Administrative Charge         Monthly from account value             $5 per month plus $0.0125 per $1,000
                                                                             of stated death benefit or target death
                                                                             benefit, if greater.  $15 current
                                                                             monthly maximum.

Cost of Insurance Charge              Monthly from account value             Varies based on current cost of
                                                                             insurance rates and net amount at risk.

Guaranteed Minimum Death              Monthly from account value             Currently, $0.005 per $1,000 of the
Benefit Charge                                                               stated death benefit during guarantee
                                                                             period.  $0.01 per $1,000 stated death
                                                                             benefit guaranteed maximum.

Rider Charges                         Monthly from account value             Varies depending on the rider benefits
                                                                             you choose.

Partial Withdrawal Fee                Transaction date from account          Up to $25.
                                      value

Transfer Fee                          Transaction date from account          Twelve free transfers per policy year,
                                      value                                  then $25 per transfer.

Illustration Fee                      Transaction date from account          One free illustration per policy year,
                                      value                                  then a $25 fee may apply.

Premium Allocation Change             Transaction date from account          Twelve free premium allocation
                                      value                                  changes per policy year, then $25 per
                                                                             change.

Continuation of Coverage              Policy anniversary nearest insured     One-time $200 administrative fee.
                                      person's 100th birthday from
                                      account value
</TABLE>




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Strategic Advantage                    5

<PAGE>



VARIABLE DIVISION

If you invest in the variable investment options, you may make or lose money
depending on market conditions. The variable investment options are described in
the prospectuses for the underlying investment portfolios. Each investment
portfolio has its own investment objective. SEE INVESTMENT PORTFOLIO OBJECTIVES,
PAGE 13.


FEES AND EXPENSES OF THE INVESTMENT PORTFOLIOS

The separate account purchases shares of the underlying investment portfolios,
at net asset value. This price reflects investment management fees and other
direct expenses deducted from the portfolio assets. This table describes these
fees and expenses in gross amounts and net amounts after waiver or reimbursement
of fees or expenses by the investment portfolio advisers. Waivers or
reimbursements are voluntary and subject to change. The portfolio expense
information was provided to us by the portfolios and we have not independently
verified this information.

These expenses are not direct charges against variable division assets or
reductions from contract values; rather these expenses are included in computing
each underlying portfolio's net asset value, which is the share price used to
calculate the unit values of the variable investment options. For a more
complete description of the portfolios' costs and expenses, see the prospectuses
for the portfolios.


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Strategic Advantage                    6

<PAGE>



INVESTMENT PORTFOLIO ANNUAL EXPENSES (AS A PERCENTAGE OF PORTFOLIO AVERAGE NET
ASSETS)


<TABLE>
<S>                                                <C>          <C>         <C>        <C>          <C>
                                                                                        Fees and
                                                   Investment                 Total     Expenses    Total Net
                                                   Management     Other     Portfolio   Waived or   Portfolio
           Portfolio                                  Fees      Expenses    Expenses   Reimbursed    Expenses
           ---------                                  ----      --------    --------   ----------    --------

AIM VARIABLE INSURANCE FUNDS
AIM V.I. Capital Appreciation Fund                    0.62%      0.11%        0.73%        NA         0.73%
AIM V.I. Government Securities Fund                   0.50%      0.40%/1/     0.90%        NA         0.90%
THE ALGER AMERICAN FUND
Alger American Growth Portfolio                       0.75%      0.04%        0.79%        NA         0.79%
Alger American Leveraged AllCap Portfolio             0.85%      0.08%/2/     0.93%        NA         0.93%
Alger American MidCap Growth Portfolio                0.80%      0.05%        0.85%        NA         0.85%
Alger American Small Capitalization Portfolio         0.85%      0.05%        0.90%        NA         0.90%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Growth Portfolio                                  0.58%      0.08%        0.66%        NA         0.66%/3/
VIP Money Market Portfolio                            0.18%      0.09%        0.27%        NA         0.27%
VIP Overseas Portfolio                                0.73%      0.18%        0.91%        NA         0.91%/3/
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP II Asset Manager Portfolio                        0.53%      0.10%        0.63%        NA         0.63%/3/
VIP II Index 500 Portfolio                            0.24%      0.10%        0.34%       0.06%       0.28%
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-Equity Income Fund /4/                    0.75%      0.44%        1.19%       0.02%       1.17%
INVESCO VIF-High Yield Fund /5/                       0.60%      0.48%        1.08%       0.01%       1.07%
INVESCO VIF-Small Company Growth Fund /6/             0.75%      3.35%        4.10%       2.39%       1.71%
INVESCO VIF-Total Return Fund /7/                     0.75%      0.55%        1.30%       0.13%       1.17%
INVESCO VIF-Utilities Fund /8/                        0.60%      1.08%        1.68%       0.47%       1.21%
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Growth Portfolio                                      0.84%      0.08%        0.92%        NA         0.92%
Limited Maturity Bond Portfolio                       0.65%      0.11%        0.76%        NA         0.76%
Partners Portfolio                                    0.80%      0.07%        0.87%        NA         0.87%
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund                                   1.00%      0.22%        1.22%        NA         1.22%
Worldwide Emerging Markets Fund                       1.00%      0.54%        1.54%      0.20%/9/     1.34%
Worldwide Hard Assets Fund                            1.00%      0.26%        1.26%        NA         1.26%
Worldwide Real Estate Fund                            1.00%      2.23%        3.23%      1.79%/10/    1.44%
</TABLE>

- ----------------------------

/1/  Included in AIM V.I. Government Securities Fund's "Other Expenses" is 0.10%
     of interest expense.

/2/  Included in Alger American Leveraged AllCap portfolio's "Other Expenses" is
     0.01% of interest expense.

/3/  Fidelity absorbed a portion of the portfolio and custodian expenses for
     some portfolios with part of the brokerage commissions and un-invested cash
     balances. After this absorption, "Total Portfolio Expenses" are 0.65% for
     Growth portfolio, 0.87% for Overseas portfolio and 0.62% for Asset Manager
     portfolio.

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Strategic Advantage                    7

<PAGE>



/4/  INVESCO absorbed a portion of VIF-Equity Income Fund's "Other Expenses" and
     "Total Portfolio Expenses." After this absorption, these expenses are 0.42%
     and 1.17% respectively.

/5/  INVESCO absorbed a portion of VIF-High Yield Fund's "Other Expenses" and
     "Total Portfolio Expenses." After this absorption, these expenses are 0.47%
     and 1.07% respectively.

/6/  INVESCO absorbed a portion of VIF-Small Company Growth Fund's "Other
     Expenses" and "Total Portfolio Expenses." After this absorption, these
     expenses are 0.96% and 1.71%, respectively.

/7/  INVESCO absorbed a portion of VIF-Total Return Fund's "Other Expenses" and
     "Total Portfolio Expenses." After this absorption, these expenses are 0.42%
     and 1.17%, respectively.

/8/  INVESCO absorbed a portion of VIF-Utilities Fund's "Other Expenses" and
     "Total Portfolio Expenses." After this absorption, these expenses are 0.61%
     and 1.21%, respectively.

/9/  Van Eck Associates Corporation absorbed expenses exceeding 1.30% of the
     Fund's average daily assets, effective May 13, 1999.

/10/ Van Eck Associates Corporation absorbed certain expenses exceeding 1.50%.
     The fund's expenses were also reduced by a fee arrangement based on cash
     balances left on deposit with the custodian and a directed brokerage
     arrangement where the fund directs certain portfolio trades to a broker
     that, in turn, pays a potion of the fund's expenses.


GUARANTEED INTEREST DIVISION

The guaranteed interest division guarantees principal and is part of our general
account. Any amount you direct into the guaranteed interest division is credited
with interest at a fixed rate. SEE GUARANTEED INTEREST DIVISION, PAGE 18.


POLICY VALUES

Your policy account value is the amount you have in the guaranteed interest
division, plus the amount you have in each variable investment option. If you
have an outstanding policy loan, your account value includes the amount in the
loan division. SEE POLICY VALUES, PAGE 31 AND PARTIAL WITHDRAWALS, PAGE 36.

YOUR ACCOUNT VALUE IN THE VARIABLE DIVISION

Accumulation units are the way we measure value in the variable division.
Accumulation unit value is the value of one unit of a variable investment option
on a valuation date. Each variable investment option has a different
accumulation unit value. SEE DETERMINING VALUES IN THE VARIABLE DIVISION, PAGE
31.

The accumulation unit value for each variable investment option reflects the
investment performance of the underlying investment portfolio during the
valuation period. Each accumulation unit value reflects asset-based charges
under the policy and the expenses of the investment portfolios. SEE DETERMINING
VALUES IN THE VARIABLE DIVISION, PAGE 31 AND HOW WE CALCULATE ACCUMULATION UNIT
VALUES, PAGE 32.


TRANSFERS OF ACCOUNT VALUE

With some limitations, you may make twelve free transfers among the variable
investment options or to the guaranteed interest division each policy year. We
charge $25 for each transfer over twelve in a policy year. There are
restrictions on transfers from the guaranteed interest division. SEE TRANSFERS
OF ACCOUNT VALUE, PAGE 32 AND POLICY TRANSACTION FEES, PAGE 47.


SPECIAL POLICY FEATURES

DESIGNATED DEDUCTION INVESTMENT OPTION

You may designate one investment option from which we will deduct all of your
monthly deductions. SEE DESIGNATED DEDUCTION INVESTMENT OPTION, PAGE 30.

RIDERS

You may attach additional benefits to your policy by rider. In most cases, we
deduct a monthly charge from your account value for these benefits. SEE RIDERS,
PAGE 28.



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Strategic Advantage                    8

<PAGE>



DOLLAR COST AVERAGING

Dollar cost averaging is a systematic plan of transferring account values to
selected investment options. It is intended to protect your policy's value from
short-term price fluctuations. However, dollar cost averaging does not assure a
profit, nor does it protect against a loss in a declining market. Dollar cost
averaging is free. SEE DOLLAR COST AVERAGING, PAGE 33.

AUTOMATIC REBALANCING

Automatic rebalancing periodically reallocates your net account value among your
selected investment options to maintain your specified distribution of account
value among those investment options. Automatic rebalancing is free. SEE
AUTOMATIC REBALANCING, PAGE 34.

LOANS

You may take loans against your policy's net account value. We charge an annual
loan interest rate of 3.75%. We credit an annual interest rate of 3% on amounts
held in the loan division as collateral for your loan. Beginning in your
eleventh policy year, where permitted by law, we may include amounts in the loan
division for calculation of your policy's persistency refund. SEE POLICY LOANS,
PAGE 35.

Loans may have tax consequences. SEE TAX CONSIDERATIONS, PAGE 49.

PARTIAL WITHDRAWALS

You may withdraw part of your net account value any time after your first policy
anniversary. You may make only one partial withdrawal per policy year. Partial
withdrawals may reduce your policy's death benefit and will reduce your account
value. SEE PARTIAL WITHDRAWALS, PAGE 36.

Partial withdrawals may have tax consequences. SEE TAX CONSIDERATIONS, PAGE 49.

PERSISTENCY REFUND

After your tenth policy anniversary, where permitted by law, we add a
persistency refund to your account value. SEE PERSISTENCY REFUND, PAGE 48.

REFUND OF SALES CHARGE

If you surrender your policy within the first two policy years and the policy
has not lapsed, we will refund a portion of the sales charges we previously
deducted from the premiums we have received in the first policy year. SEE REFUND
OF SALES CHARGES, PAGE 48.


POLICY MODIFICATION, TERMINATION AND CONTINUATION FEATURES

RIGHT TO EXCHANGE POLICY

For 24 months after the policy date you may exchange your policy for a
guaranteed policy, unless law requires differently. There is no charge for this
exchange. SEE RIGHT TO EXCHANGE POLICY, PAGE 30.

SURRENDER

You may surrender your policy for its net cash surrender value at any time
before the death of the insured person. All insurance coverage ends on the date
we receive your request. SEE SURRENDER, PAGE 39.

LAPSE

In general, insurance coverage continues as long as your net account value is
enough to pay the monthly deductions. However, your policy and its riders are
guaranteed not to lapse during the first three years of your policy if the
conditions of the special continuation period have been met. SEE LAPSE, PAGE 37
AND SPECIAL CONTINUATION PERIOD, PAGE 21.

REINSTATEMENT

You may reinstate your policy and its riders within five years of its lapse if
you still own the policy and the insured person meets our underwriting
requirements.

You will need to give proof of insurability as at policy issue. You will also
need to pay required reinstatement premiums.

If the guaranteed minimum death benefit lapses and you do not correct it, this
feature terminates. Once it terminates, you cannot reinstate this feature.




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Strategic Advantage                    9

<PAGE>



If you had a policy loan existing when coverage ended, we will reinstate it with
accrued loan interest to the date of the lapse. SEE REINSTATEMENT, PAGE 38.

POLICY MATURITY

If the insured person is still living on the maturity date or the policy
anniversary nearest the insured person's 100th birthday and you do not choose to
let the continuation of coverage feature become effective, you must surrender
your policy. We will pay the net account value. Your policy then ends. SEE
POLICY MATURITY, PAGE 30.

CONTINUATION OF COVERAGE

At the policy anniversary nearest the insured person's 100th birthday, you may
choose to let the continuation of coverage feature become effective. If you do
so, we will deduct a one-time administrative fee of $200 and keep your policy in
force. SEE CONTINUATION OF COVERAGE, PAGE 30.


DEATH BENEFITS

After the death of the insured person, we pay death proceeds to the
beneficiary(ies) if your policy is still in force. Based on the death benefit
option you have chosen, the base death benefit varies.

We generally require a minimum stated death benefit of $50,000 to issue your
policy. However, we may lower this minimum for group or sponsored arrangements,
or corporate purchasers. SEE DEATH BENEFITS, PAGE 22.

You may change your death benefit amount while your policy is in force, subject
to certain restrictions. SEE CHANGES IN DEATH BENEFIT AMOUNTS, PAGE 26.

TAX CONSIDERATIONS

Under current federal income tax law, death benefits of life insurance policies
generally are not subject to income tax. In order for this treatment to apply,
the policy must qualify as a life insurance contract. We believe it is
reasonable to conclude that the policy will qualify as a life insurance
contract. SEE TAX STATUS OF THE POLICY, PAGE 49.

Assuming the policy qualifies as a life insurance contract under current federal
income tax law, your account value earnings are generally not subject to income
tax as long as they remain within your policy. However depending on
circumstances, the following events may cause taxable consequences for you:
    o    partial withdrawals;
    o    surrender; or
    o    lapse.

In addition, if your policy is a modified endowment contract, a loan against or
secured by the policy may cause income taxation. A penalty tax may be imposed on
a distribution from a modified endowment contract as well. SEE MODIFIED
ENDOWMENT CONTRACTS, PAGE 51.

In recent years, Congress has adopted new rules relating to life insurance owned
by businesses. Any business contemplating the purchase of a new policy or a
change in an existing policy should consult a tax adviser.

You should consult a qualified legal or tax adviser before you purchase your
policy.





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Strategic Advantage                   10

<PAGE>


                              How the Policy Works

<TABLE>

<S>                                                                               <C>                      <C>
YOUR PREMIUM             Premium Deductions
You make a premium  ---------------------------->
payment
                                                     o  sales charge
                                                     o  tax charges

                    <----------------------------
NET PREMIUM
We allocate the net
premium to the investment
options you choose
        |
        |
   -----------------------------------------
   |                                       |
   \/                                      \/
GUARANTEED                                VARIABLE INVESTMENT                     INVESTMENT PORTFOLIOS           The investment
INTEREST DIVISION                         OPTIONS                                 The variable investment         manager deducts
Amounts you allocate                      Amounts you allocate are      <--       options invest in               investment
are held in our general account           held in our separate account     -->    investment portfolios   ------> management fees
   |                                       |                                                                      and other
   -----------------------------------------                                                                      portfolio expenses
                                      |
                                      |
o  persistency refund       Refunds   |
                         ------------>|                       Monthly Deductions   o  policy charge
                                      |                    --------------------->  o  cost of insurance
                                      |                   |                           charge
                                      |                   |                        o  monthly administrative
                                      \/                  |                           charge
                               ACCUMULATED VALUE          |                        o  rider charges
                               The total value of your  --|
                               policy                     |
                                 |                        |    Separate Account
                                 |                        |      Deductions
                                 |                        |--------------------->  o  mortality and expense
                                 \/                       |                           risk charge
                        LOAN DIVISION                     |
                        Amount set aside to               |
                        secure a policy loan              |
                                                          |
                                                          |   Transaction Fees     o  partial withdrawal fee
                                                           --------------------->  o  transfer fee
                                                                                   o  illustration fee
                                                                                   o  premium allocation
                                                                                      change charge
                                                                                   o  continuation of
                                                                                      coverage administrative fee
</TABLE>





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Strategic Advantage                   11

<PAGE>



SECURITY LIFE, THE SEPARATE ACCOUNT AND THE INVESTMENT OPTIONS


SECURITY LIFE OF DENVER INSURANCE COMPANY

Security Life of Denver Insurance Company (Security Life) is a stock life
insurance company organized under the laws of the State of Colorado in 1929. Our
headquarters are located at 1290 Broadway, Denver, Colorado 80203-5699. We are
admitted to do business in the District of Columbia and all states except New
York. At the close of 1999, the company and its consolidated subsidiaries had
over $184.2 billion of life insurance in force. As of December 31, 1999 our
total assets were over $11.3 billion and our shareholder's equity was over $899
million.

We have a complete line of life insurance products, including:
    o    annuities;
    o    individual life;
    o    group life;
    o    pension products; and
    o    market life reinsurance.

Security Life is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING").
ING is one of the world's three largest diversified financial services
organizations. ING is headquartered in Amsterdam, The Netherlands. It has
consolidated assets over $495.0 billion on a Dutch (modified U.S.) generally
accepted accounting principles basis, as of December 31, 1999.

The principal underwriter and distributor for our policies is ING America
Equities, Inc. ING America Equities is a stock corporation organized under the
laws of the State of Colorado in 1993. It is a wholly owned subsidiary of
Security Life and is registered as a broker-dealer with the SEC and the NASD.
ING America Equities, Inc. is located at 1290 Broadway, Denver, Colorado
80203-5699.





SECURITY LIFE SEPARATE ACCOUNT L1

SEPARATE ACCOUNT STRUCTURE

We established Security Life Separate Account L1 (the separate account) on
November 3, 1993, under Colorado's insurance law. It is a unit investment trust,
registered with the SEC under the Investment Company Act of 1940. The SEC does
not supervise our management of the separate account or Security Life.

The separate account is used to support our variable life insurance policies and
for other purposes allowed by law and regulation. We keep the separate account
assets separate from our general account and other separate accounts. We may
offer other variable life insurance contracts with different benefits and
charges that invest in the separate account. We do not discuss these contracts
in this prospectus. The separate account may invest in other securities not
available for the policy described in this prospectus.

The company owns all the assets in the separate account. We credit gains to or
charge losses against the separate account without regard to performance of
other investment accounts.

ORDER OF SEPARATE ACCOUNT LIABILITIES

Law provides that we may not charge general account liabilities against separate
account assets equal to its reserves and other liabilities. This means that if
we ever become insolvent, the separate account assets will be used first to pay
separate account policy claims. Only if separate account assets remain after
these claims have been satisfied can these assets be used to pay other policy
owners and creditors.

The separate account may have liabilities from assets credited to other variable
life policies offered by the separate account. If the assets of the separate
account are greater than required reserves and policy liabilities, we may
transfer the excess to our general account.

INVESTMENT OPTIONS

Investment options include the variable and the guaranteed interest divisions,
but not the loan division. The separate account has several variable investment
options which invest in shares of underlying investment portfolios. This means
that the investment performance of a policy depends on

- --------------------------------------------------------------------------------
Strategic Advantage                   12

<PAGE>



the performance of the investment portfolios you choose. Each investment
portfolio has its own investment objective. These investment portfolios are not
available directly to individual investors. They are available only as
underlying investments for variable annuity and variable life insurance
contracts and certain pension accounts.

INVESTMENT PORTFOLIOS

Each of the investment portfolios is a separate series of an open-end management
investment company. The investment company receives investment advice from a
registered investment adviser who is not associated with us.

The investment portfolios sell shares to separate accounts of insurance
companies. These insurance companies may or may not be affiliated with us. This
is known as "shared funding." Investment portfolios may sell shares as the
underlying investment for both variable annuity and variable life insurance
contracts. This process is known as "mixed funding."

The investment portfolios may sell shares to certain qualified pension and
retirement plans that qualify under Section 401 of the Internal Revenue Code
("IRC"). As a result, a material conflict of interest may arise between
insurance companies, owners of different types of contracts and retirement plans
or their participants.

If there is a material conflict, we will consider what should be done, including
removing the investment portfolio from the separate account. There are certain
risks with mixed and shared funding, and with selling shares to qualified
pension and retirement plans. See the investment portfolios' prospectuses.


INVESTMENT PORTFOLIO OBJECTIVES

Each investment portfolio has a different investment objective that it tries to
achieve by following its own investment strategy. The objectives and policies of
each investment portfolio affect its return and its risks. With this prospectus,
you must receive the current prospectus for each investment portfolio. We
summarize the investment objectives for each investment portfolio here. You
should read each investment portfolio prospectus.

Certain investment portfolios offered under this policy have investment
objectives and policies similar to other funds managed by the portfolio's
investment adviser. The investment results of a portfolio may be higher or lower
than those of other funds managed by the same adviser. There is no assurance and
no representation is made that the investment results of any investment
portfolio will be comparable to those of another fund managed by the same
investment adviser.

Some investment portfolio advisers (or their affiliates) may pay us compensation
for servicing, administration or other expenses. The amount of compensation is
usually based on the aggregate assets of the investment portfolio from contracts
that we issue or administer. Some advisers may pay us more or less than others
and our affiliates may pay us significantly more.


- --------------------------------------------------------------------------------
Strategic Advantage                   13

<PAGE>





                         INVESTMENT PORTFOLIO OBJECTIVES

<TABLE>
<S>                                  <C>                            <C>
Variable Investment Option           Investment Company/ Adviser/   Investment Objective
                                     Manager/ Sub-Adviser

AIM V.I. Capital Appreciation Fund   Investment Company:            Seeks growth of capital through investment in common
                                     AIM Variable Insurance Funds   stocks.
                                     Investment Adviser:
                                     A I M Advisors, Inc.

AIM V.I. Government Securities Fund  Investment Company:            Seeks to achieve high current income consistent with
                                     AIM Variable Insurance Funds   reasonable concern for safety of principal.
                                     Investment Adviser:
                                     A I M Advisors, Inc.

Alger American Growth Portfolio      Investment Company:            Seeks long-term capital appreciation by focusing on
                                     The Alger American Fund        growing companies that generally have broad product
                                     Investment Adviser:            lines, markets, financial resources and depth of
                                     Fred Alger Management, Inc.    management.  Under normal circumstances, the portfolio
                                                                    invests primarily in the equity securities of large
                                                                    companies.  The portfolio considers a large company to
                                                                    have a market capitalization of $1 billion or greater.

Alger American Leveraged AllCap      Investment Company:            Seeks long-term capital appreciation by investing,
Portfolio                            The Alger American Fund        under normal circumstances, in the equity securities
                                     Investment Adviser:            of companies of any size which demonstrate promising
                                     Fred Alger Management, Inc.    growth potential.  The portfolio can leverage, that
                                                                    is, borrow money, up to one-third of its total assets
                                                                    to buy additional securities.  By borrowing money, the
                                                                    portfolio has the potential to increase its returns if
                                                                    the increase in the value of the securities purchased
                                                                    exceeds the cost of borrowing, including interest paid
                                                                    on the money borrowed.

Alger American MidCap Growth         Investment Company:            Seeks long-term capital appreciation by focusing on
Portfolio                            The Alger American Fund        midsize companies with promising growth potential.
                                     Investment Adviser:            Under normal circumstances, the portfolio invests
                                     Fred Alger Management, Inc.    primarily in the equity securities of companies having
                                                                    a market capitalization within the range of companies
                                                                    in the S&P MidCap 400 Index.

Alger American Small                                                Seeks long-term capital appreciation by focusing on
Capitalization Portfolio             Investment Company:            small, fast-growing companies that offer innovative
                                     The Alger American Fund        products, services or technologies to a rapidly
                                     Investment Adviser:            expanding marketplace.  Under normal circumstances,
                                     Fred Alger Management, Inc.    the portfolio invests primarily in the equity
                                                                    securities of small capitalization companies.  A small
                                                                    capitalization company is one that has a market
                                                                    capitalization within the range of the Russell 2000
                                                                    Growth Index or the S&P SmallCap 600 Index.
</TABLE>


- --------------------------------------------------------------------------------
Strategic Advantage                   14


<PAGE>


                         INVESTMENT PORTFOLIO OBJECTIVES

<TABLE>
<S>                                  <C>                            <C>
Variable Investment Option           Investment Company/ Adviser/   Investment Objective
                                     Manager/ Sub-Adviser

VIP Growth Portfolio                 Investment Company: Fidelity   Seeks capital appreciation by investing in common
                                     Variable Insurance Products    stocks of companies that it believes have
                                     Fund                           above-average growth potential, either domestic or
                                     Investment Manager:            foreign issuers.
                                     Fidelity Management &
                                     Research Company

VIP Money Market Portfolio           Investment Company: Fidelity   Seeks as high a level of current income as is
                                     Variable Insurance Products    consistent with the preservation of capital and
                                     Fund                           liquidity by investing in U.S. dollar-denominated
                                     Investment Manager:            money market securities, including U.S. Government
                                     Fidelity Management &          securities and repurchase agreements, and entering
                                     Research Company               into reverse repurchase agreements.

VIP Overseas Portfolio               Investment Company: Fidelity   Seeks long-term growth of capital by investing at
                                     Variable Insurance Products    least 65% of total assets in foreign securities.
                                     Fund
                                     Investment Manager:
                                     Fidelity Management &
                                     Research Company

VIP II Asset Manager Portfolio       Investment Company: Fidelity   Seeks high total return with reduced risk over the
                                     Variable Insurance Products    long term by allocating its assets among stocks,
                                     Fund II                        bonds, and short-term instruments.
                                     Investment Manager:
                                     Fidelity Management &
                                     Research Company

VIP II Index 500 Portfolio           Investment Company: Fidelity   Seeks investment results that correspond to the total
                                     Variable Insurance Products    return of common stocks publicly traded in the United
                                     Fund II                        States as represented by the S&P/R/ 500.
                                     Investment Manager:
                                     Fidelity Management &
                                     Research Company
                                     Sub-Adviser:
                                     Bankers Trust Company

VIF-Equity Income Fund               Investment Company: INVESCO    Seeks high current income, with growth of capital as a
                                     Variable Investment Funds,     secondary objective by investing at least 65% of its
                                     Inc.                           assets in dividend-paying common and preferred
                                     Investment Adviser:            stocks.  The rest of the fund's assets are invested in
                                     INVESCO Funds Group, Inc.      debt securities, and lower-grade debt securities.
                                     Sub-Adviser:
                                     INVESCO Capital Management,
                                     Inc.
</TABLE>



- --------------------------------------------------------------------------------
Strategic Advantage                   15


<PAGE>



                         INVESTMENT PORTFOLIO OBJECTIVES

<TABLE>
<S>                                  <C>                            <C>
Variable Investment Option           Investment Company/ Adviser/   Investment Objective
                                     Manager/ Sub-Adviser

VIF-High Yield Fund                  Investment Company: INVESCO    Seeks to provide a high level of current income by
                                     Variable Investment Funds,     investing substantially all of its assets in
                                     Inc.                           lower-rated debt securities and preferred stock,
                                     Investment Adviser:            including securities issued by foreign companies.
                                     INVESCO Funds Group, Inc.
                                     Sub-Adviser:
                                     INVESCO Capital Management,
                                     Inc.

VIF-Small Company Growth Fund        Investment Company: INVESCO    Seeks long-term capital growth by investing at least
                                     Variable Investment Funds,     65% of its assets in equity securities of companies
                                     Inc.                           with market capitalizations of $2 billion or less.
                                     Investment Adviser:            The remainder of the fund's assets can be invested in
                                     INVESCO Funds Group, Inc.      a wide range of securities that may or may not be
                                     Sub-Adviser:                   issued by small companies.
                                     INVESCO Capital Management,
                                     Inc.

VIF-Total Return Fund                Investment Company: INVESCO    Seeks to provide high total return through both growth
                                     Variable Investment Funds,     and current income by investing at least 30% of its
                                     Inc.                           assets in common stocks of companies with a strong
                                     Investment Adviser:            history of paying regular dividends and 30% of its
                                     INVESCO Funds Group, Inc.      assets in debt securities.  The remaining 40% of the
                                     Sub-Adviser:                   fund is allocated among these and other investments at
                                     INVESCO Capital Management,    INVESCO's discretion, based upon current business,
                                     Inc.                           economic and market conditions.

VIF-Utilities Fund                   Investment Company: INVESCO    Seeks capital appreciation and income by investing at
                                     Variable Investment Funds,     least 80% of its assets in companies doing business in
                                     Inc.                           the utilities economic sector.  The remainder of the
                                     Investment Adviser:            fund's assets are not required to be invested in the
                                     INVESCO Funds Group, Inc.      utilities economic sector.
                                     Sub-Adviser:
                                     INVESCO Capital Management,
                                     Inc.

Growth Portfolio                     Investment Company:            Seeks growth of capital by investing mainly in common
                                     Neuberger Berman Advisers      stock mid-capitalization companies.
                                     Management Trust
                                     Investment Adviser:
                                     Neuberger Berman Management
                                     Inc.
                                     Sub-Adviser:
                                     Neuberger Berman, LLC
</TABLE>



- --------------------------------------------------------------------------------
Strategic Advantage                   16


<PAGE>


                         INVESTMENT PORTFOLIO OBJECTIVES

<TABLE>
<S>                                  <C>                            <C>
Variable Investment Option           Investment Company/ Adviser/   Investment Objective
                                     Manager/ Sub-Adviser

Limited Maturity Bond Portfolio      Investment Company:            Seeks the highest available current income consistent
                                     Neuberger Berman Advisers      with liquidity and low risk to principal by investing
                                     Management Trust               mainly in investment-grade bonds and other debt
                                     Investment Adviser:            securities from U.S. Government and corporate issuers.
                                     Neuberger Berman Management
                                     Inc.
                                     Sub-Adviser:
                                     Neuberger Berman, LLC

Partners Portfolio                   Investment Company:            Seeks growth of capital by investing mainly in common
                                     Neuberger Berman Advisers      stock of mid- to large-capitalization companies.
                                     Management Trust
                                     Investment Adviser:
                                     Neuberger Berman Management
                                     Inc.
                                     Sub-Adviser:
                                     Neuberger Berman, LLC

Worldwide Bond Fund                  Investment Company:            Seeks high total return-income plus capital
                                     Van Eck Worldwide Insurance    appreciation-by investing globally, primarily in a
                                     Trust                          variety of debt securities.
                                     Investment Adviser and
                                     Manager:
                                     Van Eck Associates
                                     Corporation

Worldwide Emerging Markets Fund      Investment Company:            Seeks long-term capital appreciation by investing in
                                     Van Eck Worldwide Insurance    equity securities in emerging markets around the world.
                                     Trust
                                     Investment Adviser and
                                     Manager:
                                     Van Eck Associates
                                     Corporation

Worldwide Hard Assets Fund           Investment Company:            Seeks long-term capital appreciation by investing
                                     Van Eck Worldwide Insurance    primarily in "hard asset securities."  Hard assets
                                     Trust                          include precious metals, natural resources, real
                                     Investment Adviser and         estate and commodities.  Income is a secondary
                                     Manager:                       consideration.
                                     Van Eck Associates
                                     Corporation

Worldwide Real Estate Fund           Investment Company:            Seeks high total return by investing in equity
                                     Van Eck Worldwide Insurance    securities of companies that own significant real
                                     Trust                          estate or that principally do business in real estate.
                                     Investment Adviser and
                                     Manager:
                                     Van Eck Associates
                                     Corporation
</TABLE>





- --------------------------------------------------------------------------------
Strategic Advantage                   17

<PAGE>



GUARANTEED INTEREST DIVISION

You may allocate all or a part of your net premium and transfer your net account
value into the guaranteed interest division. The guaranteed interest division
guarantees principal and is part of our general account. It pays interest at a
fixed rate that we declare.

The general account contains all of our assets other than those held in the
separate account (variable investment options) or other separate accounts.

The general account supports our non-variable insurance and annuity obligations.
We have not registered interests in the guaranteed interest division under the
Securities Act of 1933. Also, we have not registered the guaranteed interest
division or the general account as an investment company under the Investment
Company Act of 1940 (because of exemptive and exclusionary provisions). This
means that the general account, the guaranteed interest division and its
interests are generally not subject to regulation under these Acts.

The SEC staff has not reviewed the disclosures in this prospectus relating to
the general account and the guaranteed interest division. These disclosures,
however, may be subject to certain requirements of the federal securities law
regarding accuracy and completeness of statements made.

The amount you have in the guaranteed interest division is all of the net
premium you allocate to that division, plus transfers you make to the guaranteed
interest division plus interest earned.

Amounts you transfer out of or withdraw from the guaranteed interest division
reduce this amount. It is also reduced by deductions for charges from your
account value allocated to the guaranteed interest division.

We declare the interest rate that applies to all amounts in the guaranteed
interest division. This interest rate is never less than the minimum guaranteed
interest rate of 3% and will be in effect for at least twelve months. Interest
compounds daily at an effective annual rate that equals the declared rate. We
credit interest to the guaranteed interest division on a daily basis. We pay
interest regardless of the actual investment performance of our account. We bear
all of the investment risk for the guaranteed interest division.

MAXIMUM NUMBER OF INVESTMENT OPTIONS

There are three divisions: the variable division, the guaranteed interest
division and the loan division. Under the variable division, there are numerous
variable investment options. SEE SECURITY LIFE SEPARATE ACCOUNT L1, PAGE 12 AND
INVESTMENT PORTFOLIO OBJECTIVES, PAGE 13.

You may invest in a total of eighteen investment options over the life of your
policy. Investment options include the variable and the guaranteed interest
divisions, but not the loan division.

As an example, if you have had funds in seventeen variable investment options
and the guaranteed interest division, these are the only investment options to
which you may later add or transfer funds. However, you could still take a
policy loan and access the loan division.

You may want to use fewer investment options in the early years of your policy,
so that you can invest in others in the future. If you invest in eighteen
variable investment options, you will not be able to invest in the guaranteed
interest division.


DETAILED INFORMATION ABOUT THE POLICY

This prospectus describes our standard Strategic Advantage variable universal
life insurance policy. There may be differences in the policy because of state
requirements where we issue your policy. We will describe any such differences
in your policy.

The illustrations beginning on page 54 show how the policies work.


APPLYING FOR A POLICY

You purchase this variable universal life policy by submitting an application to
us. The policy is issued on a guaranteed and fully-underwritten basis. On the
policy date, the insured person must be no less than age 15. For a
fully-underwritten policy, the insured person must be no more than age 85. For a
guaranteed issued policy, the insured person must be no more than age 70. The
insured person is the person on whose life we issue the policy. You may

- --------------------------------------------------------------------------------
Strategic Advantage                   18

<PAGE>



request that we back-date the policy up to six months to allow the insured
person to give proof of a younger age for the purposes of your policy. SEE AGE,
PAGE 40.

We may reduce the minimum death benefit for group or sponsored arrangements, or
corporate purchasers. Our underwriting and reinsurance procedures in effect at
the time you apply limit the maximum death benefit.


TEMPORARY INSURANCE

If you apply and qualify, we may issue temporary insurance in an amount equal to
the face amount of the permanent insurance for which you applied. The maximum
amount of temporary insurance for binding limited life insurance coverage is $3
million, which includes any other in-force coverage you have with us.

Temporary coverage begins when:

    1.   you have completed and signed our binding limited life insurance
         coverage form;

    2.   we receive and accept a premium payment of at least your scheduled
         premium (selected on your application); and

    3.   part I of the application is complete.

Temporary life insurance coverage ends on the earliest of:
    o    the date we return your premium payments;
    o    five days after we mail notice of termination to the address on your
         application;
    o    the date your policy coverage starts;
    o    the date we refuse to issue a policy based on your application; or
    o    90 days after you sign our binding limited life insurance coverage
         form.

There is no death benefit under the temporary insurance agreement if:
    o    there is a material misrepresentation in your answers on the binding
         limited life insurance coverage form;
    o    there is a material misrepresentation in statements on your
         application;
    o    the person intended to be the insured person dies by suicide or
         self-inflicted injury; or
    o    the bank does not honor your premium check.


POLICY ISSUANCE

Before we issue a policy, we require satisfactory evidence of insurability of
the insured person and payment of your initial premium. This evidence may
include a medical examination and completion of all underwriting and issue
requirements.

The policy date shown on your policy schedule determines:
    o    monthly processing dates;
    o    policy months;
    o    policy years; and
    o    policy anniversaries.

The policy date is not affected by when you receive the policy. We charge
monthly deductions from the policy date unless your policy specifies otherwise.

The policy date is determined one of three ways:

    1.   the date you designate on your application, subject to our approval;

    2.   the back-date of the policy to save age, subject to our approval and
         law; or

    3.   if there is no designated date or back-date, the policy date is:
         o    the date all underwriting and administrative requirements have
              been met if we receive your initial premium before we issue your
              policy; or
         o    the date we receive your initial premium if it is after we approve
              your policy for issue.

DEFINITION OF LIFE INSURANCE CHOICE

At policy issue, you may choose one of two tests for the federal income tax
definition of life insurance. You cannot change your choice later. The tests are
the cash value accumulation test and the guideline premium/cash value corridor
test. If you choose the guideline premium/cash value corridor test, we may limit
premium payments relative to your policy death benefit under this test. SEE TAX
STATUS OF THE POLICY, PAGE 49.


PREMIUMS

You may choose the amount and frequency of premium payments, within limits. You
cannot make premium payments after the death of the insured

- --------------------------------------------------------------------------------
Strategic Advantage                   19

<PAGE>



person or after the continuation of coverage period begins. SEE CONTINUATION OF
COVERAGE, PAGE 30.

We consider payments we receive to be premium if you do not have an outstanding
loan and your policy is not in the continuation of coverage period. After we
deduct certain charges from your premium payment, we add the remaining net
premium to your policy.

SCHEDULED PREMIUMS

Your premiums are flexible. You may select your scheduled premium (within our
limits) when you apply for your policy. The scheduled premium, shown in your
policy and schedule, is the amount you choose to pay over a stated time period.
THIS AMOUNT MAY OR MAY NOT BE ENOUGH TO KEEP YOUR POLICY IN FORCE. You may
receive premium reminder notices for the scheduled premium on a quarterly,
semi-annual or annual basis. You are not required to pay the scheduled premium.

You may choose to pay your premium by electronic funds transfer each month. This
option is not available for your initial premium. The financial institution that
makes your electronic funds transfer may charge for this service.

You can change the amount of your scheduled premium within our minimum and
maximum limits at any time. If you fail to pay your scheduled premium or if you
change the amount of your scheduled premium, your policy performance will be
affected. During the special continuation period, your scheduled premium should
not be less than the minimum annual premium shown in your policy.

If you want the guaranteed minimum death benefit, your scheduled premium should
not be less than the guarantee period annual premium shown in your policy. SEE
GUARANTEED MINIMUM DEATH BENEFIT, PAGE 26.

UNSCHEDULED PREMIUM PAYMENTS

Generally speaking, you may make unscheduled premium payments at any time,
however:

    1.   We may limit the amount of your unscheduled premium payments that would
         result in an increase in the base death benefit amount required by the
         federal income tax law definition of life insurance. We may require
         satisfactory evidence that the insured person is insurable at the time
         that you make the unscheduled premium payment if the death benefit is
         increased due to your unscheduled premium payments;

    2.   We may require proof that the insured person is insurable if your
         unscheduled premium payment will cause the net amount at risk to
         increase; and

     3.  We will return premium payments which are greater than the "seven-pay"
         limit for your policy if your payment would cause your policy to become
         a modified endowment contract, unless you have acknowledged in writing
         the new modified endowment contract status for your policy.

SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 51 AND CHANGES TO COMPLY WITH THE LAW,
PAGE 52.

If you have an outstanding policy loan and you make an unscheduled payment, we
will consider it a loan repayment, unless you tell us otherwise. If your payment
is a loan repayment, we do not take tax or sales charges which apply to premium
payments.

TARGET PREMIUM

Target premium is not based on your scheduled premium. Target premium is
actuarially determined based on the age, gender and premium class of the insured
person. The target premium is used in determining your initial sales charge and
the distribution allowance we pay. It may or may not be enough to keep your
policy in force. You are not required to pay the target premium and there is no
penalty for paying more or less. The target premium for your policy and
additional segments are listed in the policy schedule we provide to you. SEE
PREMIUMS, PAGE 19.

MINIMUM ANNUAL PREMIUM

To qualify for the special continuation period, you must pay a minimum annual
premium during each of your first three policy years.

Your minimum annual premium is based on:
    o    the insured person's age, gender and premium class;
    o    the stated death benefit of your policy; and
    o    riders on your policy.



- --------------------------------------------------------------------------------
Strategic Advantage                   20

<PAGE>



Your minimum annual premium is shown in the schedule pages of your policy. We
may reduce the minimum annual premium for group or sponsored arrangements, or
for corporate purchasers.

SPECIAL CONTINUATION PERIOD

The special continuation period is the first three policy years. Under the
special continuation period, we guarantee that your policy will not lapse,
regardless of its net account value, if on a monthly processing date:
    o    the sum of all premiums you have paid, minus partial withdrawals that
         you have taken, minus policy loans that you have taken, including
         accrued loan interest is greater than or equal to;
    o    the minimum monthly premiums for each policy month from the first month
         of your policy through the current policy monthly processing date.

The minimum monthly premium is one-twelfth of the minimum annual premium.

During the first three years of your policy if there is not enough net account
value to pay the monthly deductions and you have satisfied our requirements, we
do not allow your policy to lapse. We do not permanently waive policy charges.
Instead, we continue to deduct these charges which may result in a negative net
account value, unless you pay enough premium to prevent this. The negative
balance is your unpaid monthly deductions owing. At the end of the special
continuation period to avoid lapse of your policy you must pay enough premium to
bring the net account value to zero plus the amount that covers your estimated
monthly deductions for the following two months. SEE LAPSE, PAGE 37.

INVESTMENT DATE AND ALLOCATION OF NET PREMIUMS

The net premium is the balance remaining after we deduct tax and sales charges
from your premium payment.

Insurance coverage does not begin until we receive your initial premium. It must
be at least equal to the sum of the scheduled premiums which are due from your
policy date through your investment date.

The investment date is the first date we apply the net premium we have received
to your policy. If we receive your initial premium after we approve your policy
for issue, the investment date is the date we receive your initial premium.
We apply the initial net premium to your policy after:
    a)   we receive the required amount of premium;
    b)   all issue requirements have been received by our customer service
         center; and
    c)   we approve your policy for issue.

Amounts you designate for the guaranteed interest division will be allocated to
that division on the investment date. If your state requires the return of your
premium during the free look period, we initially invest amounts you have
designated for the variable division in the Fidelity VIP Money Market Portfolio.
We later transfer these amounts from the Money Market Portfolio to your selected
variable investment options, based on your most recent premium allocation
instructions, at the earlier of the following dates:
    o    five days after we mailed your policy plus your state free look period
         has ended; or
    o    we have received your delivery receipt plus your state free look period
         has ended.

If your state provides for return of account value during the free look period
or no free look period, we invest amounts you designated for the variable
division directly into your selected variable investment options.

We allocate all later premium payments to your policy on the valuation date of
receipt. We use your most recent premium allocation instructions specified in
whole numbers totaling 100% and using up to eighteen investment options over the
life of your policy. SEE MAXIMUM NUMBER OF INVESTMENT OPTIONS, PAGE 18.

You may make twelve free premium allocation changes per year, after which a $25
transaction fee applies. If you change your designated deduction investment
option from which monthly deductions are taken, we consider this a premium
allocation change for which there may be a charge. SEE DESIGNATED DEDUCTION
INVESTMENT OPTION, PAGE 30 AND POLICY TRANSACTION FEES, PAGE 47.


PREMIUM PAYMENTS AFFECT YOUR COVERAGE

Unless you have the guaranteed minimum death benefit feature or your policy is
in the special continuation period, your coverage lasts only as long as your net
account value is enough to pay the monthly charges and your account value is
more than your outstanding policy loan plus accrued loan

- --------------------------------------------------------------------------------
Strategic Advantage                   21

<PAGE>



interest. If you do not meet these conditions, your policy will enter the 61-day
grace period and you must make a premium payment to avoid lapse. SEE LAPSE, PAGE
37 AND GRACE PERIOD, PAGE 37.

If you pay your minimum premium each year during the first three policy years
and take no policy loan, we guarantee your policy and riders will not lapse
during the special continuation period, regardless of your net account value.
SEE SPECIAL CONTINUATION PERIOD, PAGE 21.

Under the guaranteed minimum death benefit, the base death benefit portion of
your policy remains effective until the end of the guarantee period. The
guaranteed minimum death benefit feature does not apply to riders which can
lapse and terminate during the guarantee period. You must meet all conditions of
the guarantee. SEE GUARANTEED MINIMUM DEATH BENEFIT, PAGE 26.

MODIFIED ENDOWMENT CONTRACTS

There are special federal income tax rules for distributions from life insurance
policies which are modified endowment contracts. These rules apply to policy
loans, surrenders and partial withdrawals. Whether or not these rules apply
depends upon whether or not the premiums we receive are greater than the
"seven-pay" limit.

If we find that your scheduled premium causes your policy to be a modified
endowment contract on your policy date, we will require you to acknowledge that
you know the policy is a modified endowment contract. We will issue your policy
based on the scheduled premium you selected. If you do not want your policy to
be issued as a modified endowment contract, you may reduce your scheduled
premium to a level which does not cause your policy to be a modified endowment
contract. We will then issue your policy based on the revised scheduled premium.
SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 51.


DEATH BENEFITS

You can decide the amount of insurance you need, now and in the future. You can
combine the long- term advantages of permanent life insurance (base coverage)
with the flexibility and short-term advantages of term life insurance. Both
permanent and term life insurance are available with your one policy. The stated
death benefit is the permanent element of your policy. The adjustable term
insurance rider is the term insurance element of your policy. SEE ADJUSTABLE
TERM INSURANCE RIDER, PAGE 28.

Generally we require a minimum stated death benefit of $50,000 to issue a
policy.

It may be to your economic advantage to include part of your insurance coverage
under the adjustable term insurance rider. Both the cost of insurance under the
adjustable term insurance rider and the cost of insurance for the base death
benefit are deducted monthly from your account value and generally increase with
the age of the insured person. Use of the adjustable term insurance rider may
reduce the distribution allowance, but may increase the monthly cost of
insurance. SEE ADJUSTABLE TERM INSURANCE RIDER, PAGE 28.

Your death benefit is calculated as of the date of death of the insured person.



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Strategic Advantage                   22

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                              DEATH BENEFIT SUMMARY

THIS CHART ASSUMES NO DEATH BENEFIT OPTION CHANGES AND NO REQUESTED OR SCHEDULED
INCREASES OR DECREASES IN STATED OR TARGET DEATH BENEFIT AND THAT PARTIAL
WITHDRAWALS ARE LESS THAN THE PREMIUM WE RECEIVE.


<TABLE>
<CAPTION>

                                 Option 1                        Option 2                           Option 3
<S>                   <C>                                <C>                              <C>
Stated Death Benefit  The amount of policy death         The amount of policy death       The amount of policy death benefit at
                      benefit at issue, not including    benefit at issue, not            issue, not including rider coverage.
                      rider coverage.  This amount       including rider coverage.        This amount stays level throughout
                      stays level throughout the life    This amount stays level          the life of the policy.
                      of the policy.                     throughout the life of the
                                                         policy.

Base Death Benefit    The greater of the stated death    The greater of the stated        The greater of the stated death
                      benefit or the account value       death benefit plus the account   benefit plus the sum of all premiums
                      multiplied by the appropriate      value or the account value       we receive minus partial withdrawals
                      factor from the definition of      multiplied by the appropriate    you have taken or the account value
                      life insurance factors.            factor from the definition of    multiplied by the appropriate factor
                                                         life insurance factors.          from the definition of life insurance
                                                                                          factors.

Target Death Benefit  Stated death benefit plus          Stated death benefit plus        Stated death benefit plus adjustable
                      adjustable term insurance rider    adjustable term insurance        term insurance rider benefit.  This
                      benefit.  This amount remains      rider benefit.  This amount      amount remains level throughout the
                      level throughout the life of the   remains level throughout the     life of the policy.
                      policy.                            life of the policy.

Total Death Benefit   It is the greater of the target    It is the greater of the         It is the greater of the target death
                      death benefit or the base death    target death benefit plus the    benefit plus the sum of all premiums
                      benefit.                           account value or the base        we receive minus partial withdrawals
                                                         death benefit.                   you have taken or the base death
                                                                                          benefit.

Adjustable Term       The adjustable term insurance      The adjustable term insurance    The adjustable term insurance rider
Insurance Rider       rider benefit is the total death   rider benefit is the total       benefit is the total death benefit
Benefit               benefit minus base death benefit,  death benefit minus the base     minus the base death benefit, but it
                      but it will not be less than       death benefit, but it will not   will not be less than zero.  If the
                      zero.  If the account value        be less than zero.  If the       account value multiplied by the death
                      multiplied by the death benefit    account value multiplied by      benefit corridor factor is greater
                      corridor factor is greater than    the death benefit corridor       than the stated death benefit plus
                      the stated death benefit, the      factor is greater than the       the sum of all premiums we receive
                      adjustable term insurance benefit  stated death benefit plus the    minus partial withdrawals you have
                      will be decreased.  It will be     account value, the adjustable    taken, the adjustable term insurance
                      decreased so that the sum of the   term insurance rider benefit     rider benefit will be decreased.  It
                      base death benefit and the         will be decreased.  It will be   will be decreased so that the sum of
                      adjustable term insurance rider    decreased so that the sum of     the base death benefit and the
                      benefit is not greater than the    the base death benefit and the   adjustable term insurance rider
                      target death benefit.  If the      adjustable term insurance        benefit is not greater than the
                      base death benefit becomes         rider benefit is not greater     target death benefit plus the sum of
                      greater than the target death      than the target death benefit    all premiums we receive minus partial
                      benefit, then the adjustable term  plus the account value.  If      withdrawals you have taken.  If the
                      insurance rider benefit is zero.   the base death benefit becomes   base death benefit becomes greater
                                                         greater than the target death    than the target death benefit plus
                                                         benefit plus the account         the sum of all premiums we receive
                                                         value, then the adjustable       minus partial withdrawals you have
                                                         term insurance rider benefit     taken, then the adjustable term
                                                         is zero.                         insurance rider benefit is zero.
</TABLE>






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Strategic Advantage                   23

<PAGE>



BASE DEATH BENEFIT

Your base death benefit can be different from your stated death benefit as a
result of:
    o    your choice of death benefit option;
    o    increases or decreases in the stated death benefit; or
    o    a change in your death benefit option.

Federal income tax law requires that your death benefit be at least as much as
your account value multiplied by a factor defined by law. This factor is based
on:
    o    the insured person's age;
    o    the insured person's gender.
    o    the cash value accumulation test for the federal income tax law
         definition of life insurance. SEE APPENDIX A, PAGE 168.

As long as your policy is in force, we will pay the death proceeds to your
beneficiary(ies) calculated at the death of the insured person. The
beneficiary(ies) is(are) the person (people) you name to receive the death
proceeds from your policy. The death proceeds are:
    o    your base death benefit; plus
    o    rider benefits; minus
    o    your outstanding policy loan with accrued loan interest; minus
    o    outstanding policy charges incurred before the death of the insured
         person.

There could be outstanding policy charges if the insured person dies while your
policy is in the grace period or in the three-year special continuation period.

DEATH BENEFIT OPTIONS

You have a choice of three death benefit options if your policy was delivered on
or before December 31, 1997: option 1, option 2 or option 3 (described below).
If your policy was delivered after December 31, 1997, you have a choice of two
death benefit options: option 1 or option 2. Your choice may result in a base
death benefit greater than your stated death benefit.

Under death benefit option 1, your base death benefit is the greater of:

    1.   your stated death benefit on the date of the insured person's death; or

    2.   your account value on the date of the insured person's death multiplied
         by the appropriate factor from the definition of life insurance factors
         shown in Appendix A or B.

With option 1, positive investment performance generally reduces your net amount
at risk, which lowers your policy's cost of insurance charge. Option 1 offers
insurance coverage that is a set amount with potentially lower cost of insurance
charges over time.

Under death benefit option 2, your base death benefit is the greater of:

    1.   your stated death benefit plus your account value on the date of the
         insured person's death; or

    2.   your account value on the date of the insured person's death multiplied
         by the appropriate factor from the definition of life insurance factors
         shown in Appendix A or B.

With option 2, investment performance is reflected in your insurance coverage.

If your policy was delivered on or before December 31, 1997, you may choose
death benefit option 3.

Under death benefit option 3, the base death benefit is the greater of:

    1.   your stated death benefit plus the sum of all premiums we have received
         minus partial withdrawals you have taken under your policy; or

    2.   your account value on the date of the insured person's death multiplied
         by the appropriate factor from the definition of life insurance factors
         shown in Appendix A or B.

With option 3, the base death benefit generally will increase as we receive
premiums and decrease if you take partial withdrawals. In no event will your
base death benefit be less than your stated death benefit.

Death benefit options 2 and 3 are not available during the continuation of
coverage period. If you select option 2 or 3 on your policy, it automatically
converts to death benefit option 1 when the continuation of coverage period
begins. SEE CONTINUATION OF COVERAGE, PAGE 30.


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Strategic Advantage                   24

<PAGE>



CHANGES IN DEATH BENEFIT OPTIONS

You may request a change in your death benefit option at any time on or after
your first monthly processing date and before the continuation of coverage
period. A death benefit option change applies to your entire stated or base
death benefit. Changing your death benefit options may reduce or increase your
target death benefit, as well as your stated death benefit.

We may not approve a death benefit option change if it reduces the target or
stated death benefit below the minimum we require to issue your policy.

Your death benefit option change is effective on your next monthly processing
date after we approve your request, so long as at least one day remains before
your monthly processing date. If less than one day remains before your monthly
processing date, your change will be effective on your second following monthly
processing date.

You may change from death benefit option 1 to option 2 or 3, from option 2 to
option 1 or 3, or from option 3 to option 1. You may not change from option 3 to
option 2. For you to change from death benefit option 1 to option 2 or from
option 1 to option 3, we may require proof that the insured person is insurable
under our normal rules of underwriting.

After we approve your request, we send a new policy schedule page to you. You
should attach it to your policy. We may ask you to return your policy to our
customer service center so that we can make this change for you.

On the effective date of your option change, your stated death benefit changes
as follows:


Change       Change      Stated Death Benefit
 From            To       Following Change:
 ----            --       ----------------
Option 1     Option 2    your stated death benefit
                         before the change minus
                         your account value as of the
                         effective date of the change.
Option 2     Option 1    your stated death benefit
                         before the change plus your
                         account value as of the
                         effective date of the change.


Change       Change      Stated Death Benefit
 From            To       Following Change:
 ----            --       ----------------
Option 1     Option 3    your stated death benefit before
                         the change minus the sum of the
                         premiums we have received,
                         plus partial withdrawals you
                         have taken as of the effective
                         date of the change.
Option 3     Option 1    your stated death benefit before
                         the change plus the sum of the
                         premiums we have received,
                         minus partial withdrawals you
                         have taken as of the effective
                         date of the change.
Option 2     Option 3    your stated death benefit before
                         the change plus your account
                         value as of the effective date of
                         the change, minus the sum of
                         the premiums we have received
                         minus partial withdrawals you
                         have taken as of the effective
                         date of the change.
Option 3     Option 2    your stated death benefit before
                         the change plus the sum of the
                         premiums you have paid minus
                         partial withdrawals you have
                         taken as of the effective date of
                         the change, minus your account
                         value as of the effective date of
                         the change.

We increase or decrease your stated death benefit on the date of your death
benefit option change to keep the net amount at risk the same. There is no
change to the amount of term insurance if you have an adjustable term insurance
rider. SEE COST OF INSURANCE CHARGE, PAGE 46.

If you change your death benefit option, we adjust the stated death benefit for
each of your segments by allocating your account value to each benefit segment.
For example, if you change from death benefit option 1 to option 2, your stated
death benefit is decreased by the amount of your account value allocation to
that segment. If you change from death benefit option 2 to option 1, your stated
death benefit is increased by the amount allocated to that segment.

Changing your death benefit option may have tax consequences. You should consult
a tax adviser before making changes.



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Strategic Advantage                   25

<PAGE>



CHANGES IN DEATH BENEFIT AMOUNTS

Contact your agent/registered representative or our customer service center to
request a change in your policy's death benefit. The request is effective on the
next monthly processing date after we receive and approve your request. There
may be underwriting or other requirements which must be met before your request
can be approved. Your requested change must be for at least $1,000.

After we make your requested change, we will send you a new schedule page. Keep
it with your policy. We may ask you to send your policy to us so that we can
make the change for you.

We may not approve a requested change if it will disqualify your policy as life
insurance under federal income tax law. If we disapprove a change for any
reason, we provide you with a notice of our decision. SEE TAX CONSIDERATIONS,
PAGE 49.

You may request a decrease in the stated death benefit only after your first
policy anniversary.

If you decrease your death benefit, you may not decrease your target death
benefit below the minimum we require to issue your policy.

If you decrease your death benefit, you may not decrease the stated death
benefit below the minimum we require to issue your policy.

Requested reductions in the death benefit will first decrease the target death
benefit. We decrease your stated death benefit only after your adjustable term
insurance rider coverage is reduced to zero. If you have more than one segment,
we divide decreases in stated death benefit among your benefit segments pro rata
unless law requires differently.

You may change the target death benefit once in a policy year.

You may increase your policy's target or stated death benefit on or after your
first monthly processing date and before the policy anniversary when the insured
person turns age 86.

You must provide satisfactory evidence that the insured person is still
insurable to increase your death benefit amount. You should consult a tax
adviser before changing your death benefit amount. Unless you tell us
differently, we assume your request for an increase in your target death benefit
is also a request for an increase to your stated death benefit. Thus, the amount
of your adjustable term insurance rider will not change.

The initial death benefit segment, or first segment, is the stated death benefit
on your policy's effective date. A requested increase in stated death benefit
will cause a new segment to be created. Once we create a new segment, it is
permanent unless law requires differently. The segment year runs from the
segment effective date to its anniversary.

Each new segment may have:
    o    a new minimum annual premium during the special continuation period;
    o    a new sales charge;
    o    new cost of insurance charges, guaranteed and current;
    o    a new incontestability period;
    o    a new suicide exclusion period; and
    o    a new target premium.

There may be tax consequences as a result of a change in your death benefit
amount, as well as a possible surrender charge. You should consult a tax adviser
before changing your death benefit amount. SEE TAX STATUS OF THE POLICY, PAGE 49
AND MODIFIED ENDOWMENT CONTRACTS, PAGE 51.

GUARANTEED MINIMUM DEATH BENEFIT

Usually, your coverage lasts only as long as your net account value is enough to
pay the monthly charges and your account value is more than your outstanding
policy loan plus accrued loan interest. Your account value depends on:

    1.   timing and amount of any premium payments;

    2.   the investment performance of the variable investment options;

    3.   the interest you earn in the guaranteed interest division;

    4.   the amount of your monthly charges;

    5.   partial withdrawals you take; and

    6.   loan activity you may have.

If you choose one of two available guaranteed minimum death benefit options you
must choose at policy issue. This option extends the time that your

- --------------------------------------------------------------------------------
Strategic Advantage                   26

<PAGE>



policy's stated death benefit remains in effect even if the variable investment
options perform poorly. See your policy to determine how your benefits are
affected.

The two guaranteed minimum death benefit options vary primarily by the length of
time they each cover for the guarantee period:

    1.   the later of ten policy years or until the insured person is age 65; or

    2.   the lifetime of the insured person or to the maturity date.

The guaranteed minimum death benefit coverage does not apply to riders,
including the adjustable term insurance rider. Therefore, if your net account
value is not enough to pay the deductions as they come due on your policy and if
your policy is no longer in the special continuation period, only the stated
death benefit portion of your coverage is guaranteed to stay in force. SEE
LAPSE, PAGE 37.

Charges for your guaranteed minimum death benefit and base coverage are deducted
each month to the extent that there is sufficient net account value to pay these
charges. If there is not sufficient net account value to pay a charge, it is not
permanently waived. Deduction of charges will resume once there is sufficient
net account value.

The guaranteed minimum death benefit feature is not available in some states.

REQUIREMENTS TO MAINTAIN THE GUARANTEE PERIOD

To qualify for the guaranteed minimum death benefit you must pay an annual
premium higher than the minimum annual premium. During the guarantee period, we
will also deduct a monthly charge from your account value. This higher premium
is called the guarantee period annual premium. The guarantee period monthly
premium is one-twelfth of the guarantee period annual premium. Your net account
value must meet certain diversification requirements. SEE CHARGES, DEDUCTIONS
AND REFUNDS, PAGE 45.

Although the required guarantee period annual premium level is different for the
two guarantee period options, the guaranteed minimum death benefit operates
similarly for either option.

Your guarantee period annual premium depends on which of the two guarantee
periods you choose, as well as:
    o    your policy's stated death benefit;
    o    the insured person's age, gender, premium class and underwriting
         characteristics;
    o    the death benefit option you chose;
    o    additional rider coverage on your policy; and
    o    other additional benefits on your policy.

If your policy has no rider coverage, the guarantee period annual premium for
the guarantee period for life will be equal to the guideline annual premium
determined under the federal income tax law definition of life insurance. The
guarantee period annual premium for the ten year or age 65 guarantee period will
be the greater of the target premium or the minimum annual premium for each
segment. The guarantee period annual premium for the guarantee period for life
will be greater than that required for the ten year or age 65 guarantee period.

At each monthly processing date we test to see if you have paid enough premium
to keep your guarantee in place. We calculate:
    o    actual premiums we receive; minus
    o    the amount of any partial withdrawals you make; minus
    o    policy loan amounts you take with accrued loan interest. This amount
         must equal or exceed;
    o    the sum of the guarantee period monthly premium payments for each
         policy month starting with your first policy month through the end of
         the policy month that begins on the current monthly processing date.

You must continually meet the requirements of the guarantee period for this
feature to remain in effect. We show the guarantee period annual premium on your
policy schedule. If your policy benefits increase, the guarantee period annual
premium increases.

In addition, the guarantee period ends if your net account value on any monthly
processing date is not diversified as follows:

    1.   your net account value is invested in at least five investment options;
         and

    2.   no more than 35% of your net account value is in any one investment
         option.


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Strategic Advantage                   27

<PAGE>



Your policy will continue to meet the diversification requirements if:

    1.   you have automatic rebalancing and you meet the two diversification
         tests listed above; or

    2.   you have dollar cost averaging which results in transfers into at least
         four investment options with no more than 35% of any transfer directed
         to any one.

SEE DOLLAR COST AVERAGING, PAGE 33 AND AUTOMATIC REBALANCING, PAGE 34.

If you choose the guaranteed minimum death benefit, you must make sure your
policy satisfies the premium test and diversification test. If you fail to
satisfy either test and you do not correct it, this feature terminates. Once it
terminates, you cannot reinstate the guaranteed minimum death benefit feature.
The guarantee period annual premium then no longer applies to your policy.


RIDERS

Your policy may include benefits, attached by rider. A rider may add an
additional cost. You may cancel riders at any time.

Periodically we may offer other riders not listed here. Contact your
agent/registered representative for a complete list of riders available.

ADDING OR CANCELING RIDERS MAY HAVE TAX CONSEQUENCES. SEE MODIFIED ENDOWMENT
CONTRACTS, PAGE 51.

ADJUSTABLE TERM INSURANCE RIDER

You may increase your death proceeds by adding an adjustable term insurance
rider. This rider allows you to schedule the pattern of death benefits
appropriate for anticipated needs. As the name suggests, the adjustable term
insurance rider adjusts over time to maintain your desired level of coverage.

You specify a target death benefit when you apply for this rider. The target
death benefit can be level for the life of your policy or can be scheduled to
change at the beginning of a selected policy year(s). SEE DEATH BENEFITS, PAGE
22.


We generally require a minimum stated death benefit of $50,000 to issue a
policy. A separate cost of insurance applies to your base death benefit. If you
have an adjustable term insurance rider, we generally restrict your target death
benefit to not more than ten times your stated death benefit at issue. In other
words, if your stated death benefit is $100,000, then the maximum amount of
target death benefit we allow you is $1,000,000.

The adjustable term insurance rider death benefit is the difference between your
target death benefit and your base death benefit, but not less than zero. The
rider's death benefit automatically adjusts daily as your base death benefit
changes. Your death benefit depends on which death benefit option is in effect:

     OPTION 1: If option 1 is in effect, the total death benefit is the greater
               of:

               a.   the target death benefit; or
               b.   the account value multiplied by the appropriate factor from
                    the death benefit corridor factors in the policy.

     OPTION 2: If option 2 is in effect, the total death benefit is the greater
               of:

               a.   the target death benefit plus the account value; or
               b.   the account value multiplied by the appropriate factor from
                    the death benefit corridor factors in the policy.

     OPTION 3: If option 3 is in effect, the total death benefit is the greater
               of:

               a.   the target death benefit plus the sum of the premiums we
                    have received minus partial withdrawals you have taken; or
               b.   the account value multiplied by the appropriate factor from
                    the death benefit corridor factors in the policy.

For example, under option 1, assume your base death benefit changes as a result
of a change in your account value. The adjustable term insurance rider adjusts
to provide death benefits equal to your target death benefit in each year:


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Strategic Advantage                   28

<PAGE>




  Base Death   Target Death       Adjustable Term
   Benefit       Benefit      Insurance Rider Amount

   $201,500      $250,000             $48,500
    202,500       250,000              47,500
    202,250       250,000              47,750

It is possible that the amount of your adjustable term insurance may be zero if
your base death benefit increases enough. Using the same example, if the base
death benefit under your policy grew to $250,000 or more, the adjustable term
insurance would be zero.

Even when the adjustable term insurance is reduced to zero, your rider remains
in effect until you remove it from your policy. Therefore, if later the base
death benefit drops below your target death benefit, the adjustable term
insurance rider coverage reappears to maintain your target death benefit.

You may change the target death benefit schedule after it is issued, based on
our rules. SEE CHANGES IN DEATH BENEFIT AMOUNTS, PAGE 26.

We may deny future, scheduled increases to your target death benefit if you
cancel a scheduled change or if you ask for an unscheduled decrease in your
target death benefit.

Partial withdrawals, changes from death benefit option 1 to option 2, changes
from death benefit option 1 to option 3 and base decreases may reduce your
target death benefit. SEE PARTIAL WITHDRAWALS, PAGE 36 AND CHANGES IN DEATH
BENEFIT OPTIONS, PAGE 25.

There is no defined premium for a given amount of adjustable term insurance
coverage. Instead, we deduct a separate monthly cost of insurance charge from
your account value. The cost of insurance for this rider is calculated as the
monthly cost of insurance rate for the rider coverage multiplied by the
adjustable term death benefit in effect at the monthly processing date. The cost
of insurance rates are determined by us from time to time. They are based on the
issue age, gender and premium class of the insured person, as well as the length
of time since your policy date.

If the target death benefit is increased by you after the adjustable term
insurance rider is issued, we use the same cost of insurance rate schedule for
the entire coverage for this rider. These rates are based on the original
premium class even though satisfactory new evidence of insurability is required
for the increased schedule. The monthly guaranteed maximum cost of insurance
rates for this rider will be stated in the policy. SEE COST OF INSURANCE CHARGE,
PAGE 46.

The only charge for this coverage is the cost of insurance charge. The total
charges you pay may be less if you have greater coverage under an adjustable
term insurance rider rather than as base death benefit. The monthly guaranteed
maximum cost of insurance rates for this rider are in your policy. SEE COST OF
INSURANCE CHARGE, PAGE 46

Not all policy features apply to the adjustable term insurance rider. The rider
does not contribute to the policy account value nor to surrender value. It does
not affect investment performance and cannot be used for a policy loan. The
adjustable term insurance rider provides benefits only at the insured person's
death.

ACCIDENTAL DEATH BENEFIT RIDER

This rider will pay the benefit amount selected if the insured person dies as a
result of an accident. The insured person must be at least age 10 and no more
than age 65. Minimum coverage is $5,000. Maximum coverage is the lesser of
$200,000 or two times the stated death benefit. The monthly charge for this
rider is $0.06 to $0.13 per $1,000 of rider coverage depending on the insured
person's age.

ADDITIONAL INSURED RIDER

This rider provides death benefits upon the death of a named immediate family
member. The insured person must be at least age 15 and no more than age 85. You
may add up to nine additional insured riders to your policy. We require proof of
insurability for each person. Minimum coverage for each person is $10,000.
Maximum coverage for all additional insured persons is five times your total
stated death benefit. The monthly charge for this rider is $0.06 to $0.13 per
$1,000 of rider coverage depending on the insured person's age. SEE COST OF
INSURANCE CHARGE, PAGE 46.

GUARANTEED INSURABILITY RIDER

This rider is not available for policies issued on or after May 1, 1998. This
rider allows you to increase your stated death benefit without providing
evidence of insurability. The insured person must be no more than age 60.
Increases are limited in amount and timing. The monthly charge for this rider is
$0.05 to

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Strategic Advantage                   29

<PAGE>



$0.53 per $1,000 of coverage depending on the insured person's age. You may not
have both this rider and the guaranteed minimum death benefit rider.

WAIVER OF COST OF INSURANCE RIDER

If the insured person becomes totally disabled while your policy is in force,
this rider provides that we waive the monthly expense, cost of insurance and
rider charges during the disability. The insured person must be at least age 10
and no more than age 55. This rider is available only for fully underwritten
policies. If you add this rider to your policy, you may not add the waiver of
specified premium rider. The monthly charge for this rider is included as part
of your cost of insurance charge. SEE COST OF INSURANCE CHARGE, PAGE 46.

WAIVER OF SPECIFIED PREMIUM RIDER

If the insured person becomes totally disabled while your policy is in force,
this rider provides that after a waiting period, we credit a specified premium
amount monthly to your policy during the disability period. The insured person
must be no less than age 15 and no more than age 55. You select the amount of
premium we credit, subject to our limits. If you add this rider to your policy,
you may not add the waiver of cost of insurance rider. The monthly charge for
this rider is $0.017 to $0.020 per $1 of rider coverage depending on issue age.
If your policy was a guaranteed issue policy, the monthly charge for this rider
is $0.034 to $0.04 per $1 of coverage depending on issue age.


SPECIAL FEATURES

DESIGNATED DEDUCTION INVESTMENT OPTION

You may designate an investment option from which we will deduct your monthly
charges. You may make this designation at any time. You may not use the loan
division as your designated deduction option.

You may elect not to choose a designated deduction investment option or the
amount in your designated deduction investment option may not be enough to cover
the monthly deductions. If so, these charges are taken from the variable and
guaranteed interest divisions in the same proportion that your account value in
each has to your total net account value on the monthly processing date.
If you change your designated deduction investment option, we consider this a
premium allocation change for which there may be a charge. SEE POLICY
TRANSACTION FEES, PAGE 47.

RIGHT TO EXCHANGE POLICY

During the first 24 months after your policy date, you have the right to
exchange your policy for a guaranteed policy, unless law requires differently.
We transfer the amount you have in the variable division to the guaranteed
interest division. We allocate all of your future net premiums only to the
guaranteed interest division. We do not allow future payments or transfers to
the variable investment options after you exercise this right.

We will not charge you for this exchange. SEE GUARANTEED INTEREST DIVISION, PAGE
18.

POLICY MATURITY

You may surrender your policy at any time. At the policy anniversary nearest the
insured person's 100th birthday if you do not choose to let the continuation of
coverage feature become effective, the policy matures. You may then surrender
the policy for the net account value and end coverage. Part of this payment may
be taxable. You should consult your tax adviser.

CONTINUATION OF COVERAGE

The continuation of coverage feature allows your insurance coverage to continue
in force beyond policy maturity. If on the policy anniversary nearest the
insured person's 100th birthday you allow the continuation of coverage feature
to become effective, we:
    o    convert target death benefit to stated death benefit;
    o    convert death benefit option 2 and option 3 to death benefit option 1,
         if applicable;
    o    terminate all riders;
    o    deduct a one-time $200 administrative fee to cover future expenses;
    o    transfer your net account value (excluding the amount in the loan
         division) into the guaranteed interest division; and
    o    terminate dollar cost averaging and automatic rebalancing.





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Strategic Advantage                   30

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Your insurance coverage continues in force until the death of the insured
person, unless the policy lapses or is surrendered. However:
    o    we accept no more premium payments;
    o    we deduct no further charges;
    o    your monthly deductions cease; and
    o    you may not make transfers into the variable division. SEE CONTINUATION
         OF COVERAGE ADMINISTRATIVE FEE, PAGE 47.

During the continuation of coverage period, you may take policy loans or partial
withdrawals from your policy. If we pay a persistency refund on the guaranteed
interest division, it will be credited to your policy. SEE PERSISTENCY REFUND,
PAGE 48.

If you have an outstanding policy loan, interest continues to accrue. If you
fail to make sufficient loan or loan interest payments, it is possible that the
loan balance plus accrued interest may become greater than your account value
and cause your policy to lapse. To avoid this lapse, you may make loan and loan
interest payments during the continuation of coverage period.

If you wish to stop coverage during the continuation of coverage period, you may
surrender your policy and receive the net account value. All normal consequences
of surrender apply. SEE SURRENDER, PAGE 39.

The continuation of coverage feature may not be available in all states. If a
state has approved this feature, it is an automatic feature and you do not need
to take any action to activate it. Contact your agent/registered representative
or our customer service center to find out if this feature is available in your
state.

The tax consequences of coverage continuing beyond the insured person's 100th
birthday are uncertain. You should consult a tax adviser as to those
consequences.


POLICY VALUES

ACCOUNT VALUE

Your account value is the total amount you have in the guaranteed interest
division, the variable division and the loan division. Your account value
reflects:
    o    net premiums applied;
    o    charges deducted;
    o    partial withdrawals taken;
    o    investment performance of the variable investment options;
    o    interest earned on the guaranteed interest division; and
    o    interest earned on the loan division.

NET ACCOUNT VALUE

Your policy's net account value is your account value minus the amount of your
outstanding policy loan and accrued loan interest, if any.

CASH SURRENDER VALUE

Your cash surrender value is your account value plus any refund of sales charges
which may be due.

NET CASH SURRENDER VALUE

Your net cash surrender value is your cash surrender value minus the amount of
your outstanding policy loan and accrued loan interest, if any.

DETERMINING VALUES IN THE VARIABLE DIVISION

The amounts in the variable division are measured by accumulation units and
accumulation unit values. The value of each variable investment option is the
accumulation unit value for that option multiplied by the number of accumulation
units you own in that option. Each variable investment option has a different
accumulation unit value.

The accumulation unit value is the value of one accumulation unit determined on
each valuation date. The accumulation unit value of each variable investment
option varies with the investment performance of the underlying portfolio. It
reflects:
    o    investment income;
    o    realized and unrealized gains and losses;
    o    investment portfolio expenses; and
    o    daily mortality and expense risk charges we take from the separate
         account.

You purchase accumulation units when you allocate premium or make transfers to a
variable investment option, including transfers from the loan division.

We redeem accumulation units:
    o    when amounts are transferred from a variable investment option
         (including transfers to the loan division);
    o    for your policy's monthly deductions from your account value;
    o    for policy transaction charges;

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Strategic Advantage                   31

<PAGE>



    o    when you take a partial withdrawal;
    o    when you surrender your policy; and
    o    to pay the death proceeds.

We calculate the number of accumulation units purchased or sold by:

    1.   dividing the dollar amount of your transaction by:

    2.   the accumulation unit value for that variable investment option
         calculated at the close of business on the valuation date of the
         transaction.

A valuation date is one on which the net asset value of the investment portfolio
shares and unit values of the variable investment options are determined. A
valuation date is each day the New York Stock Exchange and the company's
customer service center are open for business, except for days on which an
investment portfolio does not value its shares or any other day as required by
law. Each valuation date ends at 4:00 p.m. Eastern time.

SEE HOW WE CALCULATE ACCUMULATION UNIT VALUES, PAGE 32.

The date of a transaction is the date we receive your premium or transaction
request at our customer service center, so long as the date of receipt is a
valuation date. We use the accumulation unit value which is next calculated
after we receive your premium or transaction request and we use the number of
accumulation units attributable to your policy on the date of receipt.

We take monthly deductions from your account value on the monthly processing
date. If your monthly processing date is not a valuation date, the monthly
deduction is processed on the next valuation date.

The value of amounts allocated to the variable investment options goes up or
down depending on investment performance of the underlying investment portfolio.

AMOUNTS IN THE VARIABLE INVESTMENT OPTIONS HAVE NO GUARANTEED MINIMUM VALUE.

HOW WE CALCULATE ACCUMULATION UNIT VALUES

We determine accumulation unit values on each valuation date.

We generally set the accumulation unit value for a variable investment option at
$10 when the investment option is first opened. After that first date, the
accumulation unit value on any valuation date is:

    1.   the accumulation unit value for the preceding valuation date multiplied
         by

    2.   the variable investment option's accumulation experience factor for the
         valuation period.

Every valuation period begins at 4:00 p.m. Eastern time on a valuation date and
ends at 4:00 p.m. Eastern time on the next valuation date.

We calculate an accumulation experience factor for each variable investment
option every valuation date as follows:

     1.  We take the share value of the underlying portfolio shares as reported
         to us by the investment portfolio managers as of the close of business
         on that valuation date.

     2.  We add dividends or capital gain distributions declared per share and
         reinvested by the investment portfolio on the date that the share value
         is affected. If applicable, we subtract a charge for taxes.

     3.  We divide the resulting amount by the value of the shares in the
         underlying investment portfolio at the close of business on the
         previous valuation date.

     4.  We then subtract the mortality and expense risk charge under your
         policy. The daily charge is .002055% (.75% annually) of the
         accumulation unit value. If the previous day was not a valuation date,
         the charge is multiplied by the number of days since the last valuation
         date.


TRANSFERS OF ACCOUNT VALUE

You may make twelve free transfers among the variable investment options or the
guaranteed interest division in each policy year, with a $25 fee per transaction
after that. If your state requires a refund of premium during the free look
period, you may not make transfers until after your free look period ends.

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Strategic Advantage                   32

<PAGE>



We do not limit the number of transfers you may make. Transfers for automatic
rebalancing or dollar cost averaging do not count toward your twelve free
transfers. You may not make transfers during the continuation of coverage
period. SEE POLICY TRANSACTION FEES, PAGE 47 AND CONTINUATION OF COVERAGE, PAGE
30.

You may make transfer requests in writing, or by telephone if you have telephone
privileges, to our customer service center. Your transfer takes effect on the
valuation date we receive your request. The minimum amount you may transfer is
$100. This minimum does not need to come from one investment option or be
transferred to one investment option as long as the total amount you transfer is
at least $100. However, if the amount remaining in an investment option is less
than $100 and you make a transfer request from that investment option, we
transfer the entire amount.

EXCESSIVE TRADING

Excessive trading activity can disrupt investment portfolio management
strategies and increase portfolio expenses through:
    o    increased trading and transaction costs;
    o    forced and unplanned portfolio turnover;
    o    lost opportunity costs; and
    o    large asset swings that decrease the investment portfolio's ability to
         provide maximum investment return to all policyowners.

In response to excessive trading, we may place restrictions or refuse transfers
made by third-party agents acting on behalf of owners such as market timing
services. We will refuse or place restrictions on transfers when we determine,
in our sole discretion, that transfers are harmful to the investment portfolios
or to policyowners as a whole.

GUARANTEED INTEREST DIVISION TRANSFERS

Transfers into the guaranteed interest division are not restricted.

You may transfer amounts from the guaranteed interest division only in the first
30 days of each policy year. Transfer requests received within 30 days before
your policy anniversary will be processed on your policy anniversary. A request
received by us within 30 days after your policy anniversary is effective on the
valuation date we receive it. Transfer requests made at any other time will not
be processed.

Transfers from the guaranteed interest division in each policy year are limited
to the largest of:
    o    25% of your guaranteed interest division balance at the time of your
         first transfer or withdrawal out of it in that policy year;
    o    the sum of the amounts you have transferred and withdrawn from the
         guaranteed interest division in the prior policy year; or
    o    $100.


DOLLAR COST AVERAGING

If your policy has at least $10,000 invested in either qualifying source
investment portfolio, you may elect dollar cost averaging. The qualifying source
investment portfolios are the Fidelity VIP Money Market Portfolio or the
Neuberger Berman AMT Limited Maturity Bond Portfolio. The main goal of dollar
cost averaging is to protect your policy values from short-term price changes.

DOLLAR COST AVERAGING DOES NOT ASSURE A PROFIT NOR DOES IT PROTECT YOU AGAINST A
LOSS IN A DECLINING MARKET.

This systematic plan of transferring account values is intended to reduce the
risk of investing too much when the price of an investment portfolio's shares is
high. It is intended to reduce the risk of investing too little when the price
of an investment portfolio's shares is low. Since you transfer the same dollar
amount to other investment options each period, you purchase more units in an
investment option when the unit value is low and you purchase fewer units if the
unit value is high.

We do not count dollar cost averaging transfers toward your twelve free
transfers per policy year. There is no charge for this feature.

You may add dollar cost averaging to your policy at any time. The first dollar
cost averaging date must be at least one day after we receive your dollar cost
averaging request. If your state requires refund of all premiums we receive
during the free look period, dollar cost averaging cannot begin until your free
look period has ended.

With dollar cost averaging, you designate either a dollar amount or a percentage
of your account value for automatic transfer from a qualifying source

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Strategic Advantage                   33

<PAGE>



investment portfolio. Each period we automatically transfer the amount you
select from your chosen source investment portfolio to one or more other
variable investment options. You may not use the guaranteed interest division or
the loan division in dollar cost averaging.

The minimum percentage you may transfer to any one investment option is 1% of
the total amount you transfer. You must transfer at least $100 on each dollar
cost averaging transfer date.

Dollar cost averaging may occur on the same day of the month on a monthly,
quarterly, semi-annual or annual basis. Unless you tell us otherwise, dollar
cost averaging automatically takes place monthly on the monthly processing date.

You may have both dollar cost averaging and automatic rebalancing at the same
time. However, the dollar cost averaging source investment portfolio cannot be
included in your automatic rebalancing program.

CHANGING DOLLAR COST AVERAGING

You may change your dollar cost averaging program one time per policy year. If
you have telephone privileges, you may change the program by telephoning our
customer service center. SEE TELEPHONE PRIVILEGES, PAGE 42.

TERMINATING DOLLAR COST AVERAGING

You may cancel dollar cost averaging by sending satisfactory notice to our
customer service center. We must receive it at least one day before the next
dollar cost averaging date.

Dollar cost averaging will terminate on the date:

    1.   you specify; or

    2.   your balance in the source investment portfolio reaches a dollar amount
         you set; or

    3.   the amount in the source investment portfolio is equal to or less than
         the amount to be transferred on a dollar cost averaging date. We will
         transfer the remaining amount and dollar cost averaging ends.


AUTOMATIC REBALANCING

Automatic rebalancing is a method of maintaining a consistent approach to
investing account values over time and simplifying the process of asset
allocation among your chosen investment options.

Transfers made for automatic rebalancing do not count toward your twelve free
transfers per policy year. There is no charge for this feature.

If you choose this feature, on each rebalancing date we transfer amounts among
the investment options to match your pre-set automatic rebalancing allocation.
After the transfer the ratio of your account value in each investment option to
your total account value for all investment options included in automatic
rebalancing matches the automatic rebalancing allocation percentage you set for
that investment option. This action rebalances the amounts in the investment
options that do not match your set allocation. This mismatch can happen if an
investment option outperforms the other investment options for that time period.

You may choose the automatic rebalancing feature on your application or later by
completing our customer service form. Automatic rebalancing may occur on the
same day of the month on a monthly, quarterly, semi-annual or annual basis. If
you do not specify a frequency, automatic rebalancing will occur quarterly.

The first transfer occurs on the date you select (after your free look period
ends if your state requires return of premiums during the free look period). If
you do not request a date, processing is on the last valuation date of the
calendar quarter we receive your request.

When you choose automatic rebalancing allocations, you may choose up to eighteen
total investment options. SEE MAXIMUM NUMBER OF INVESTMENT OPTIONS, PAGE 18.

You may have both automatic rebalancing and dollar cost averaging at the same
time. However, the source investment portfolio for your dollar cost averaging
cannot be included in your automatic rebalancing program. You may not include
the loan division in your automatic rebalancing program.





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Strategic Advantage                   34

<PAGE>



CHANGING AUTOMATIC REBALANCING

You may change your allocation percentages for automatic rebalancing at any
time. Your allocation change is effective on the valuation date that we receive
it at our customer service center. If you reduce the amount allocated to the
guaranteed interest division, it is considered a transfer from that division.
You must meet the requirements for the maximum transfer amount and time
limitations on transfers from the guaranteed interest division. SEE TRANSFERS OF
ACCOUNT VALUE, PAGE 32.

If you have automatic rebalancing and the guaranteed minimum death benefit and
you ask for an allocation which does not meet the guaranteed minimum death
benefit diversification requirements, we will notify you that the allocation
needs to be changed and ask you for revised instructions. SEE GUARANTEED MINIMUM
DEATH BENEFIT, PAGE 26.

TERMINATING AUTOMATIC REBALANCING

You may terminate automatic rebalancing at any time, as long as we receive your
notice of termination at least one day before the next automatic rebalancing
date.

If you have the guaranteed minimum death benefit and you terminate the automatic
rebalancing feature, you still must meet the diversification requirements of
your net account value for the guarantee period to continue. SEE GUARANTEED
MINIMUM DEATH BENEFIT, PAGE 26.


POLICY LOANS

The loan division is part of our general account specifically designed to hold
money used as collateral for loans and loan interest.

You may borrow from your policy at any time after the first monthly processing
date, by using your policy as security for a loan, or as otherwise required by
law. The amount you borrow is called a policy loan. Your policy loan is:

    1.   the total amount you borrow from your policy; plus

    2.   policy loan interest that is capitalized when due; minus

    3.   policy loan or interest repayments you make.

Unless law requires differently, a new policy loan must be at least $100. The
maximum amount you may borrow on any valuation date, unless required differently
by law, is your net account value minus the monthly deductions to your next
policy anniversary or 13 monthly deductions if you take a loan within thirty
days before your next policy anniversary.

Your request for a policy loan must be directed to our customer service center.
If you have telephone privileges, you may request a policy loan of less than
$25,000 by telephoning our customer service center. SEE TELEPHONE PRIVILEGES,
PAGE 42.

When you request a loan you may specify one investment option from which the
loan will be taken. If you do not specify one, the loan will be taken
proportionately from each active investment option you have, including the
guaranteed interest division.

Loan interest charges on your policy loan accrue daily at an annual interest
rate of 3.75%. Interest is due in arrears on each policy anniversary. If you do
not pay your interest when it is due, we add it to your policy loan balance.

When you take a policy loan, we transfer an amount equal to your policy loan to
the loan division. We follow this same process for loan interest due at your
policy anniversary. We credit the loan division with interest at an annual rate
of 3%.

If you request an additional loan, we add the new loan amount to your existing
policy loan. This way, there is only one loan outstanding on your policy at any
time.

LOAN REPAYMENT

You may repay your policy loan at any time while your policy is in force. We
assume that payments you make, other than scheduled premiums, are policy loan
repayments. You must tell us if you want payments to be premium payments.

When you make a loan repayment, we transfer an amount equal to your payment from
the loan division to the variable investment options and the guaranteed interest
division in the same proportion as your current premium allocation, unless you
tell us otherwise.




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<PAGE>



EFFECTS OF A POLICY LOAN ON YOUR POLICY

Taking a loan decreases the amount you have in the investment options. Accruing
loan interest will change your net account value as compared to what it would
have been if you did not take a loan.

Even if you repay your loan, it has a permanent effect on your account value.
The benefits under your policy may be affected.

The loan is a first lien on your policy. If you do not repay your policy loan,
we deduct your outstanding policy loan and accrued loan interest from the death
proceeds payable or the cash surrender value payable on surrender.

Failure to repay your loan may affect the guaranteed minimum death benefit
feature and the length of time your policy remains in force. If you do not make
loan payments your policy could lapse. POLICY LOANS MAY CAUSE YOUR POLICY TO
LAPSE IF YOUR NET ACCOUNT VALUE MINUS POLICY LOAN AMOUNTS AND ACCRUED LOAN
INTEREST IS NOT ENOUGH TO PAY YOUR DEDUCTIONS EACH MONTH. SEE LAPSE, PAGE 37.

Policy loans may have tax consequences. If your policy lapses with a loan
outstanding, you may have further tax consequences. SEE DISTRIBUTIONS OTHER THAN
DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 51, AND DISTRIBUTIONS
OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED ENDOWMENT
CONTRACTS, PAGE 52.

If you use the continuation of coverage feature and you have a policy loan, loan
interest continues to accrue.


PARTIAL WITHDRAWALS

You may request a partial withdrawal to be processed on any valuation date after
your first policy anniversary by contacting our customer service center. You
make a partial withdrawal when you withdraw part of your net account value. If
your request is by telephone, it must be for less than $25,000 and may not cause
a decrease in your death benefit. Otherwise, your request must be in writing.
SEE TELEPHONE PRIVILEGES, PAGE 42.

You may take only one partial withdrawal per policy year. The minimum partial
withdrawal you may take is $100. The maximum partial withdrawal you may take is
the amount which leaves $500 as your net account value. If you request a
withdrawal of more than this maximum, we require you to surrender your policy or
reduce the withdrawal.

When you take a partial withdrawal, we deduct your withdrawal amount plus a
service fee from your account value. SEE CHARGES, DEDUCTIONS AND REFUNDS, PAGE
45.

Unless you tell us otherwise, we will make a partial withdrawal from the
guaranteed interest division and the variable investment options in the same
proportion that each has to your net account value immediately before your
withdrawal. You may select one investment option from which your partial
withdrawal will be taken. If you select the guaranteed interest division,
however, the amount withdrawn from it may not be for more than your total
withdrawal multiplied by the ratio of your account value in the guaranteed
interest division to your total net account value immediately before the partial
withdrawal transaction.

Partial withdrawals may have adverse tax consequences. SEE DISTRIBUTIONS OTHER
THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 51; AND
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS, PAGE 52.

PARTIAL WITHDRAWALS UNDER DEATH BENEFIT OPTION 1

If you selected death benefit option 1, it is your first partial withdrawal of
the policy year, no more than fifteen years have passed since your policy date
and the insured person is not yet age 81, you may make a partial withdrawal of
up to the greater of 10% of your account value, or 5% of your stated death
benefit without decreasing your stated death benefit.

Otherwise, amounts you withdraw will reduce your stated death benefit by the
amount of the withdrawal unless your policy death benefit has been increased due
to the federal income tax definition of life insurance. If your policy death
benefit has been increased due to the federal income tax definition of life
insurance at the time of the partial withdrawal, then at least part of your
partial withdrawal may be made without reducing your stated death benefit.

PARTIAL WITHDRAWALS UNDER DEATH BENEFIT OPTION 2

If you have selected death benefit option 2, a partial withdrawal does not
reduce your stated or target death benefit. However because your account value

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<PAGE>



is reduced, we reduce the total death benefit by at least the partial withdrawal
amount.

PARTIAL WITHDRAWALS UNDER DEATH BENEFIT OPTION 3

If you have selected death benefit option 3 and your partial withdrawal is less
than the total of premiums we have received minus the total of your partial
withdrawals, then your stated death benefit will not be reduced. However because
your account value is reduced, your total death benefit is reduced.

If your partial withdrawal is more than the amount of premiums we have received
minus the total of your prior partial withdrawals, a two step process is used:

    1.   Your withdrawal of the amount that makes premiums received minus all
         partial withdrawals equal to zero is taken; then

    2.   The excess withdrawal amount you requested will reduce your stated
         death benefit if:
         o    the excess amount is greater than 10% of your account value after
              step "1" above; or
         o    the excess amount is greater than 5% of your stated death benefit.

STATED DEATH BENEFIT AND TARGET DEATH BENEFIT REDUCTIONS

Regardless of your chosen death benefit option, partial withdrawals do not
reduce your stated death benefit if:

    o    your base death benefit has been increased to qualify your policy as
         life insurance under the federal income tax laws; and
    o    you withdraw an amount that is no greater than the amount that reduces
         your account value to a level which no longer requires your base death
         benefit to be increased to qualify as life insurance for federal income
         tax law purposes. SEE TAX STATUS OF THE POLICY, PAGE 49.

We require a minimum stated death benefit and a minimum target death benefit to
issue your policy. You may not take a partial withdrawal if it reduces your
stated death benefit or target death benefit below this minimum. SEE POLICY
ISSUANCE, PAGE 19.

We will send a new policy schedule page for your policy showing the effect of
your withdrawal if there is any change to your stated death benefit or your
target death benefit.

In order to make this change, we may ask that you return the policy to our
customer service center. Your withdrawal and any reductions in the death
benefits are effective as of the valuation date on which we receive your
request. SEE DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT
CONTRACTS, PAGE 51, AND DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES
THAT ARE NOT MODIFIED ENDOWMENT CONTRACTS, PAGE 52.


LAPSE

Your insurance coverage continues as long as your net account value is enough to
pay your deductions each month. Lapse does not apply if either the guaranteed
minimum death benefit or the special continuation period is in effect and you
have met all requirements. SEE SPECIAL CONTINUATION PERIOD, PAGE 21 AND
GUARANTEED MINIMUM DEATH BENEFIT, PAGE 26.

If the continuation of coverage feature is active, your policy could still lapse
if there is an outstanding policy loan even though there are no further monthly
deductions.

GRACE PERIOD

Your policy enters a 61-day lapse grace period if, on a monthly processing date:

    1.   your net account value is zero (or less);

    2.   the three-year special continuation period has expired or you have not
         paid the required special continuation period premium; and

    3.   you do not have the guaranteed minimum death benefit or it has expired
         or terminated.

We notify you that your policy is in a grace period at least 30 days before it
ends. We send this notice to you (or a person to whom you have assigned your
policy) at your last known address in our records. We notify you of the premium
payment necessary to prevent your policy from lapsing. This amount is generally
the past due charges, plus your estimated monthly policy and rider deductions
for the next two months. If the death of the insured person occurs during the
grace period we do pay death proceeds to

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<PAGE>



your beneficiary(ies), but with reductions for your policy loan balance, accrued
loan interest and monthly deductions owed. We will send you a lapse notice if
the guaranteed minimum death benefit is going to lapse.

If we receive payment of the required amount before the end of the grace period,
we apply it to your account value in the same manner as your other premium
payments, then we deduct the overdue amounts from your account balance.

If you do not pay the full amount within the 61-day grace period, your policy
and its riders lapse without value. We withdraw your remaining account balance
from the variable and guaranteed interest divisions. We deduct amounts you owe
us and inform you that your policy coverage has ended.

IF YOU HAVE THE GUARANTEED MINIMUM DEATH BENEFIT IN EFFECT

After the special continuation period has ended and if the guaranteed minimum
death benefit is in effect, your policy's stated death benefit will not lapse
during the guarantee period. This is true even if your net account value is not
enough to cover all of the deductions from your account value on any monthly
processing date. SEE GUARANTEED MINIMUM DEATH BENEFIT, PAGE 26.


                                  LAPSE SUMMARY

<TABLE>
<CAPTION>

                SPECIAL CONTINUATION PERIOD                              GUARANTEED MINIMUM DEATH BENEFIT

       IF YOU MEET THE           IF YOU DO NOT MEET THE           IF YOU MEET THE           IF YOU DO NOT MEET THE
        REQUIREMENTS            REQUIREMENTS OR IT IS NO            REQUIREMENTS           REQUIREMENTS OR IT IS NO
                                    LONGER IN EFFECT                                           LONGER IN EFFECT
<S>                           <C>                           <C>                          <C>
Your policy does not lapse    Your policy enters the        Your policy does not lapse   Your policy enters the
if you do not have enough     grace period if your net      if you do not have enough    grace period if your net
net account value to pay      account value is not          net account value to pay     account value is not
the monthly charges.  The     enough to pay the monthly     the monthly charges.         enough to pay the monthly
charges are deducted and      charges, or if your loan      However, if you have any     charges, or if your loan
may cause a negative          plus accrued loan interest    riders, they lapse after the plus accrued loan interest
account value until the       is more than your account     grace period and only your   is more than your account
earlier of: 1) the date you   value.  If you do not pay     base coverage remains in     value.  If you do not pay
have enough net  account      enough premium to cover       force.  Charges for your     enough premium to cover
value, or 2) until the end    the past due monthly          base coverage are then       the past due monthly
of the special continuation   charges and interest due      deducted each month to       charges and interest due
period.                       plus the monthly charges      the extent that there is     plus the monthly charges
                              and interest due through      sufficient net account       and interest due through
                              the end of the grace          value to pay these charges.  the end of the grace
                              period, your policy lapses.   If there is not sufficient   period, your policy lapses.
                                                            net account value to pay a
                                                            charge, it is permanently
                                                            waived.
</TABLE>


REINSTATEMENT

If you do not pay enough premium before the end of the grace period, your policy
lapses. You may still reinstate your policy and its riders (other than the
guaranteed minimum death benefit) within five years of the end of the grace
period if you still own the policy and the insured person meets our underwriting
requirements.

Unless law requires differently, we will reinstate your policy and riders if:

    1.   you have not surrendered your policy;

    2.   you provide satisfactory evidence to us that the insured person (and
         any people insured under your riders) is alive and still insurable
         according to our normal rules of underwriting; and

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    3.   we receive enough premium from you to keep your policy and its riders
         in force from the beginning to the end of the grace period and for two
         months after the reinstatement date.

Reinstatement is effective on the monthly processing date following our approval
of your reinstatement application. If you had a policy loan when coverage ended,
we reinstate it with accrued loan interest to the date of lapse. The cost of
insurance charges at the time of reinstatement are adjusted to reflect the time
since the lapse.

We apply net premiums received after reinstatement according to your most recent
instructions which may be the premium allocation instructions in effect at the
start of the grace period.


SURRENDER

You may surrender your policy for its net cash surrender value any time before
the death of the insured person. You may take your net cash surrender value in
other than one payment. We compute your net cash surrender value as of the
valuation date we receive your written surrender request and policy at our
customer service center. All insurance coverage ends on the date we receive your
surrender request and policy. SEE POLICY VALUES, PAGE 31 AND SETTLEMENT
PROVISIONS, PAGE 43.

We do not pro-rate or add back charges or expenses which we deducted before your
surrender to your account value.

A surrender of your policy may have adverse tax consequences. SEE DISTRIBUTIONS
OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 51, AND
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS, PAGE 52.


GENERAL POLICY PROVISIONS

FREE LOOK PERIOD

You have the right to examine your policy. The right to examine your policy,
often called the free look period, starts on the date you receive your policy
and is a length of time specified by law. If for any reason you do not want it,
you may return your policy to us or your agent/registered representative within
the period shown on the policy's face page. If you return your policy to us
within that time period, we will consider it canceled as of your policy date.

If you cancel your policy during this free look period, you will receive a
refund as determined under law. Generally, there are two types of free look
refunds:
    o    some states require a return of all premiums we receive;
    o    other states require payment of account value plus a refund of all
         charges deducted.

Your policy will specify what type of free look refund applies in your state.
The type of free look refund allowed in your state will affect when the net
premium we receive before the end of the free look period is invested into the
variable investment options. SEE ALLOCATION OF NET PREMIUMS, PAGE 21.

YOUR POLICY

The entire contract between you and us is the combination of:
    o    your policy;
    o    a copy of your original application and any applications for benefit
         increases or decreases;
    o    all of your riders;
    o    endorsements;
    o    policy schedule pages; and
    o    reinstatement applications.

If you make a change to your coverage, we give you a copy of your changed
application and new policy schedules. If you send your policy to us, we attach
these items to your policy and return it to you. Otherwise, you need to attach
them to your policy.

Unless there is fraud, we consider all statements made in an application to be
representations and not guarantees. We use no statement to deny a claim, unless
it is in an application.

A president or an officer of our company and our secretary or assistant
secretary must sign all changes or amendments we make to your policy. No other
person may change the terms or conditions of your policy.

GUARANTEED ISSUE

We may offer policies on a guaranteed issue basis for certain group or sponsored
arrangements. When this happens, we issue these policies up to a preset face
amount with reduced evidence of insurability

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Strategic Advantage                   39

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requirements. Guaranteed issue policies may carry a different mortality risk to
us compared with policies that are fully underwritten. So, we may charge
different cost of insurance rates for guaranteed issue policies. The cost of
insurance rates under these circumstances may depend on the:
    o    issue age of the insured people;
    o    risk class of the insured people;
    o    size of the group; and
    o    total premium the group pays.

Generally, most guaranteed issued policies have higher overall charges for
insurance than a similar underwritten policy issued in the standard nonsmoker or
standard smoker class. This means that the insured person in a group or
sponsored arrangement could get individually underwritten insurance coverage at
a lower overall cost.

AGE

The age stated in your policy schedule is the age of the insured person we use
to issue your policy. This is based on the insured person's age as of the
nearest birthday to the policy date.

The policy is issued on a guaranteed and fully- underwritten basis. On the
policy date, the insured person must be no less than age 15. For a fully-
underwritten policy, the insured person must be no more than age 85. For a
guaranteed issued policy, the insured person must be no more than age 70.

Generally, we use age to calculate rates, charges and values. We determine the
insured person's age at any time by adding the number of completed policy years
to the age calculated at issue.

The policy anniversary nearest the insured person's 100th birthday is the policy
maturity date for continuation of coverage.

OWNERSHIP

The original owner is the person named as the owner in the policy application.
The owner can exercise all rights and receive benefits during the insured
person's lifetime while the policy is still in force. This includes the right to
change the owner, beneficiary(ies) or the method designated to pay death
proceeds.

As a matter of law, all rights of ownership are limited by the rights of any
person who has been assigned rights under the policy and any irrevocable
beneficiary(ies).

You may name a new owner by giving us written notice. The effective date of the
change to the new owner is the date the prior owner signs the notice. However,
we will not be liable for any action we take before a change is recorded at our
customer service center. A change in ownership may cause the prior owner to
recognize taxable income on gain under the policy.

BENEFICIARY(IES)

You, as owner, name the beneficiary(ies) when you apply for your policy. The
primary beneficiary(ies) who survives the insured person receives the death
proceeds. Other surviving beneficiary(ies) receive death proceeds only if there
is no surviving primary beneficiary(ies). If more than one beneficiary(ies)
survives the insured person, they share the death proceeds equally, unless you
have told us otherwise. If none of your policy beneficiaries has survived the
insured person, we pay the death proceeds to you or to your estate, as owner.

Once you tell us who the beneficiary(ies) is/are, we keep this information on
file. You may name a new beneficiary(ies) any time before death of the insured
person. We pay the death proceeds to the beneficiary(ies) whom you have most
recently named according to our records. We do not make payments to multiple
sets of beneficiaries.

COLLATERAL ASSIGNMENT

You may assign your policy by sending written notice to us. After we record the
assignment, your rights as owner and the beneficiary's(ies') rights (unless the
beneficiary(ies) was made an irrevocable beneficiary(ies) under an earlier
assignment) are subject to the assignment. It is your responsibility to make
sure the assignment is valid.

INCONTESTABILITY

If your policy has been in force and the insured person is alive for two years
from your policy date, we will not question the validity of the statements in
your application. If your policy has been in force and the insured person is
alive for two years from the effective date of a new segment or from the
effective date of an increase in any other benefit, with respect to the insured
person (such as an increase in stated death benefit) we will not contest

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the statements in your application for the new segment or other increase.

If this policy has been in force and the insured person is alive for two years
from the effective date of reinstatement, we will not contest the statements in
your application for reinstatement.

MISSTATEMENTS OF AGE OR GENDER

If the insured person's age or gender has been misstated, we adjust the death
benefit to the amount which would have been purchased for the insured person's
correct age and gender. We base the adjusted death benefit on the cost of
insurance charges deducted from your account value on the last monthly
processing date before the death of the insured person, or as otherwise required
by law.

If unisex cost of insurance rates apply, we do not make any adjustments for a
misstatement of gender.

SUICIDE

If the insured person commits suicide (while that insured person is sane or
insane) within two years of your policy date, unless otherwise required by law,
we limit death proceeds payable in one sum to:

    1.   the total of all premiums we receive to the time of death; minus

    2.   outstanding policy loan amounts and accrued loan interest; minus

    3.   partial withdrawals you have taken.

We make a limited payment to the beneficiary(ies) for a new segment or other
increase if the death of that insured person is due to suicide (while the
insured person is sane or insane), within two years of the effective date of a
new segment or within two years of an increase in any other benefit, unless
otherwise required by law. The limited payment we make is equal to the cost of
insurance and monthly expense charges which were deducted for such increase.

TRANSACTION PROCESSING

Generally, within seven days of when we receive all information required to
process a payment, we pay:
    o    death proceeds;
    o    net cash surrender value upon surrender;
    o    partial withdrawals; and
    o    loan proceeds.

We may delay processing these transactions if:
    o    the NYSE is closed for trading;
    o    trading on the NYSE is restricted by the SEC;
    o    there is an emergency so that it is not reasonably possible to sell
         securities in the variable investment options or to determine the value
         of a variable investment option's assets; or
    o    a governmental body with jurisdiction over the separate account allows
         suspension by its order.

SEC rules and regulations determine whether or not these conditions exist.

We execute transfers among the variable investment options as of the valuation
date of our receipt of your request at our customer service center.

We determine the death benefit as of the date of the death of the insured
person. The death proceeds are not affected by changes in the value of the
variable investment options after that date.

We may delay payment from our guaranteed interest division for up to six months,
unless state law requires otherwise, of surrender proceeds, withdrawal amounts
or loan amounts. If we delay payment more than 30 days, we pay interest at our
declared rate (or at a higher rate if required by law) from the date we receive
your complete request.

NOTIFICATION AND CLAIMS PROCEDURES

Except for certain authorized telephone requests, we must receive in writing any
election, designation, change, assignment or request made by the owner.

You must use a form acceptable to us. We are not liable for actions taken before
we receive and record the written notice. We may require you to return your
policy for policy changes and at the time of surrender.

If the insured person dies while your policy is in force, please let us or your
agent/registered representative know as soon as possible. We will immediately
send you instructions on how to make a claim at the insured person's death. As
proof of the insured person's death, we may require you to provide proof of the
deceased insured person's age and a certified copy of the death certificate.



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The beneficiary(ies) and the deceased insured person's next of kin may need to
sign authorization forms. These forms allow us to get information about the
deceased insured person. This information may include medical records of doctors
and hospitals used by the deceased insured person.

TELEPHONE PRIVILEGES

If your policy was delivered on or after May 1, 1999, telephone privileges are
automatically provided to you and your agent/registered representative, unless
you decline it on the application or contact our customer service center. If
your policy was delivered before May 1, 1999, you may choose telephone
privileges by completing our customer service form and returning it to our
customer service center. Telephone privileges allow you or your agent/registered
representative, if applicable, to call our customer service center to:
    o    make transfers;
    o    change premium allocations;
    o    change features in your dollar cost averaging and automatic rebalancing
         programs;
    o    request partial withdrawals; or
    o    request a policy loan.

Our customer service center uses reasonable procedures to make sure that
instructions received by telephone are genuine. These procedures may include:

    1.   requiring some form of personal identification;

    2.   providing written confirmation of any transactions; and

    3.   tape recording telephone calls.

By accepting automatic telephone privileges, you authorize us to record your
telephone calls with us. If we use reasonable procedures to confirm
instructions, we are not liable for losses due to unauthorized or fraudulent
instructions. We may discontinue this privilege at any time.

NON-PARTICIPATION

Your policy does not participate in the surplus earnings of Security Life.


DISTRIBUTION OF THE POLICIES

The principal underwriter (distributor) for our policies is ING America
Equities, Inc., a wholly owned subsidiary of Security Life. It is registered as
a broker-dealer with the SEC and the NASD. We pay ING America Equities, Inc. for
acting as the principal underwriter under a distribution agreement.

We sell our policies through licensed insurance agents who are registered
representatives of other broker-dealers including, but not limited to:

    1.   VESTAX Securities Corporation, an indirect affiliate of Security Life
         of Denver Insurance Company;

    2.   Locust Street Securities, Inc., an indirect affiliate of Security Life
         of Denver Insurance Company;

    3.   Multi-Financial Securities Corp., an indirect affiliate of Security
         Life of Denver Insurance Company; and

    4.   IFG Network Securities, Inc., an indirect affiliate of Security Life of
         Denver Insurance Company.

All broker-dealers who sell this policy have entered into selling agreements
with us. Under these selling agreements, we pay a distribution allowance to
broker-dealers, who pay commissions to their agents/registered representatives
who sell this policy.

During the first policy year, the distribution allowance is 15% of premium we
receive up to target premium and 3% of premium we receive in excess of target.
For policy years two through five, the distribution allowance is 10% of target
premium we receive up to target premium and 3% of premium we receive in excess
of target. For policy years after the fifth, the distribution allowance is 3% of
all premium we receive.

Broker-dealers receive annual renewal payments (trails) of 0.10% of the average
net account value beginning in the sixth policy year.

In addition to the distribution allowance, we may pay wholesaler fees or
marketing and training allowances. We pay all allowances from our resources
which include sales charges deducted from premiums.


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ADVERTISING PRACTICES AND SALES LITERATURE

We may use advertisements and sales literature to promote this product,
including:
    o    articles on variable life insurance and other information published in
         business or financial publications;
    o    indices or rankings of investment securities; and
    o    comparisons with other investment vehicles, including tax
         considerations.

We may use information regarding the past performance of the variable investment
options. However, past performance is not indicative of future performance of
the investment options or the policies and is not reflective of the actual
investment experience of policyowners.

We may feature certain investment options and their managers, as well as
describe asset levels and sales volumes. We may refer to past, current, or
prospective economic trends, investment performance or other information we
believe may be of interest to our customers.

SETTLEMENT PROVISIONS

You may elect to have the beneficiary(ies) receive the death proceeds other than
in one payment. If you make this election, you must do so before the death of
the insured person. If you have not made this election, the beneficiary(ies) may
do so within 60 days after we receive proof of the death of the insured person.

You may take your net cash surrender value in other than one payment.

The investment performance of the variable investment options does not affect
payments under these settlement options. Instead, interest accrues at a fixed
rate based on the option you choose. Payment options are subject to our rules at
the time you make your selection. Currently, a periodic payment must be at least
$20 and the total proceeds are $2,000 or more.

OPTION I:     PAYOUTS FOR A DESIGNATED PERIOD

OPTION II:    LIFE INCOME WITH PAYOUTS GUARANTEED FOR A DESIGNATED PERIOD

OPTION III:   HOLD AT INTEREST

OPTION IV:    PAYOUTS OF A DESIGNATED AMOUNT

OPTION V:     OTHER OPTIONS WE OFFER AT THE TIME WE PAY THE BENEFIT


ADMINISTRATIVE INFORMATION ABOUT THE POLICY

VOTING PRIVILEGES

We invest the variable investment options' assets in shares of investment
portfolios. We are the legal owner of the shares held in the separate account
and we have the right to vote on certain issues. Among other things, we may vote
on issues described in the fund's current prospectus or issues requiring a vote
by shareholders under the Investment Company Act of 1940.

Even though we own the shares, we give you the opportunity to tell us how to
vote the number of shares attributable to your policy.

We count fractional shares. If you have a voting interest, we send you proxy
material and a form on which to give us your voting instructions.

Each investment portfolio share has the right to one vote. The votes of all
shares are cast together on a collective basis, except on issues for which the
interests of the portfolios differ. In these cases, voting is done on a
portfolio-by-portfolio basis.

Examples of issues that require a portfolio-by- portfolio vote are:

    1.   changes in the fundamental investment policy of a particular investment
         portfolio; or

    2.   approval of an investment advisory agreement.

We vote the shares in accordance with your instructions at meetings of
investment portfolio shareholders. We vote any investment portfolio shares that
are not attributable to policies and any investment portfolio shares for which
the owner does not give us instructions, the same way we vote as if we did
receive owner instructions.

We reserve the right to vote investment portfolio shares without getting
instructions from policy owners if the federal securities laws, regulations or
their interpretations change to allow this.

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You may instruct us only on matters relating to the investment portfolios
corresponding to variable investment options in which you have invested assets
as of the record date set by the investment portfolio's board for the
portfolio's shareholders meeting. We determine the number of investment
portfolio shares in each variable investment option that we attribute to your
policy by dividing your account value allocated to that variable investment
option by the net asset value of one share of the matching investment portfolio.

MATERIAL CONFLICTS

We are required to track events to identify any material conflicts arising from
using investment portfolios for both variable life and variable annuity separate
accounts. The boards of the investment portfolios, Security Life and other
insurance companies participating in the investment portfolios, have this same
duty. There may be a material conflict if:
    o    state insurance law or federal income tax law changes;
    o    investment management of an investment portfolio changes; or
    o    voting instructions given by owners of variable life insurance policies
         and variable annuity contracts differ.

The investment portfolios may sell shares to certain qualified pension and
retirement plans qualifying under Code Section 401. These include cash or
deferred arrangements under Code Section 401(k). Therefore, there is a
possibility that a material conflict may arise between the interests of owners
in general or between certain classes of owners and these retirement plans or
participants in these retirement plans.

If there is a material conflict, we have the duty to determine appropriate
action including removing the portfolios involved from our variable investment
options. We may take other action to protect policy owners. This could mean
delays or interruptions of the variable operations.

When state insurance regulatory authorities require it, we may ignore voting
instructions relating to changes in an investment portfolio's adviser or its
investment policies. If we do ignore voting instructions, we give you a summary
of our actions in our next semi- annual report to owners.


Under the Investment Company Act of 1940, we must get your approval for certain
actions involving our separate account. In this case, you have one vote for
every $100 of value you have in the variable investment options. We cast votes
credited to amounts in the variable investment options, but not credited to
policies in the same proportion as votes cast by owners.

RIGHT TO CHANGE OPERATIONS

Subject to state limitations, we may from time to time make any of the following
changes to our separate account:

    1.   Change the investment objective.

    2.   Offer additional variable investment options which will invest in
         portfolios we find appropriate for policies we issue.

    3.   Eliminate variable investment options.

    4.   Combine two or more variable investment options.

    5.   Substitute a new investment portfolio for a portfolio in which the
         division currently invests. A substitution may become necessary if, in
         our judgment:
         o    a portfolio no longer suits the purposes of your policy;
         o    there is a change in laws or regulations;
         o    there is a change in a portfolio's investment objectives or
              restrictions;
         o    the portfolio is no longer available for investment; or
         o    another reason we deem a substitution is appropriate.

    6.   Transfer assets related to your policy class to another separate
         account.

    7.   Withdraw the separate account from registration under the 1940 Act.

    8.   Operate the separate account as a management investment company under
         the 1940 Act.

    9.   Cause one or more variable investment options to invest in a mutual
         fund other than, or in addition to, the investment portfolios.


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    10.  Stop selling these policies.

    11.  End any employer or plan trustee agreement with us under the
         agreement's terms.

    12.  Limit or eliminate any voting rights for the separate account.

    13.  Make any changes required by the 1940 Act or its rules or regulations.

We will not make a change until it is effective with the SEC and approved by the
appropriate state insurance departments, if necessary. We will notify you of
changes. If you wish to transfer the amount you have in the affected investment
option to another variable investment option or to the guaranteed interest
division, you may do so free of charge. Just notify us at our customer service
center.

REPORTS TO OWNERS

At the end of each policy year we send a report to you that shows:
    o    your total net policy death benefit (your stated death benefit plus
         adjustable term insurance rider death benefit, if any);
    o    your account value;
    o    your policy loan, if any, plus accrued interest;
    o    your net cash surrender value;
    o    information about the variable investment options; and
    o    your account transactions during the policy year showing net premiums,
         transfers, deductions, loan amounts or withdrawals.

We also send semi-annual reports with financial information on the investment
portfolios, including a list of the investment holdings of each portfolio to
you.

We send confirmation notices to you throughout the year for certain policy
transactions.


CHARGES, DEDUCTIONS AND REFUNDS

The amount of a charge may not correspond to the cost incurred by us to provide
the service or benefit. For example, the sales charge may not cover all of our
sales and distribution expenses. Some proceeds from other charges, including the
mortality and expense risk charge or cost of insurance charges, may be used to
cover such expenses.


DEDUCTIONS FROM PREMIUMS

We treat payments we receive as premium payments if you do not have an
outstanding loan and your policy is not in the continuation of coverage period.
After we deduct certain charges from your payment, we add the remaining net
premium to your policy.

SALES CHARGE

We deduct a percentage from each premium payment to compensate us for the costs
we incur in selling the policies. The sales charge helps cover the costs of
distribution, preparing our sales literature, promotional expenses and other
direct and indirect expenses.

We base the percentage on the length of time since your policy or a segment
becomes effective:


                         Sales Charge Percentage
                         -----------------------

  Policy or        Up To Policy or    Above Policy or
   Segment             Segment            Segment
     Year           Target Premium    Target Premium
     ----           --------------    --------------
    1 - 5                 8%                3%
     6 +                  3%                3%

These premium deductions are a part of the total sales charge. To determine your
applicable sales charge, premiums we receive after an increase in stated death
benefit are allocated to your policy segments in the same proportion as the
guideline annual premium (defined by federal income tax law) for each segment
bears to the total guideline annual premium for your stated death benefit.

We may reduce or waive the sales charge for certain group or sponsored
arrangements, or for corporate purchasers. SEE GROUP OR SPONSORED ARRANGEMENTS,
OR CORPORATE PURCHASERS, PAGE 49.

TAX CHARGES

We pay state and local taxes in almost all states. These taxes vary in amount
from state to state and may vary from jurisdiction to jurisdiction within a
state. Currently, state and local taxes range from 0.5% to 5% with some states
not imposing these types of taxes. We deduct 2.5% of each premium payment to
cover these taxes. This rate approximates the average tax rate we expect to pay
in all states.

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We also deduct 1.5% of each premium payment to cover our estimated costs for the
federal income tax treatment of deferred acquisition costs. This cost is
determined solely by the amount of life insurance premiums we receive.

We reserve the right to increase or decrease your premium expense charge for
taxes as a result of changes in the tax law, within limits set by law. We also
reserve the right to increase or decrease your premium expense charge for the
federal income tax treatment of deferred acquisition costs based on any change
in that cost to us.


DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT

MORTALITY AND EXPENSE RISK CHARGE

We deduct 0.002055% per day (0.75% annually) of the amount you have in the
variable investment options for the mortality and expense risks we assume. This
charge is deducted as part of the calculation of the daily unit values for the
variable investment options and does not appear as a separate charge on your
statement or confirmation.

The mortality risk is that insured people, as a group, may live less time than
we estimated. The expense risk is that the costs of issuing and administering
the policies and in operating the variable division are greater than the amount
we estimated.

The mortality and expense risk charge does not apply to your account value in
the guaranteed interest division or the loan division.


MONTHLY DEDUCTIONS FROM ACCOUNT VALUE

We deduct charges from your account value on each monthly processing date until
the maturity date or until the continuation of coverage period begins.

POLICY CHARGE

The policy charge is $10 per month for the first five years of your policy.

This charge compensates us for such costs as:
    o    application processing;
    o    medical examinations ;
    o    establishment of policy records; and
    o    insurance underwriting costs.

MONTHLY ADMINISTRATIVE CHARGE

We charge a per month administrative charge of $5 plus $0.0125 per $1,000 for
the greater of the stated death benefit or the target death benefit. We limit
this charge to $15 per month.

This charge is designed to compensate us for ongoing costs such as:
    o    premium billing and collections;
    o    claim processing;
    o    policy transactions;
    o    record keeping;
    o    reporting and communications with policy owners; and
    o    other expenses and overhead.

COST OF INSURANCE CHARGE

The cost of insurance charge compensates us for the ongoing costs of providing
insurance coverage under the policy, including the expected cost of paying death
proceeds that may be more than your account value at the insured person's death.

The cost of insurance charge is equal to our current monthly cost of insurance
rate multiplied by the net amount at risk for each portion of your death
benefit. We calculate the net amount at risk monthly, at the beginning of each
policy month. For the base death benefit, the net amount at risk is calculated
using the difference between the current base death benefit and your account
value. We determine your account value after we deduct your policy and rider
charges due on that date other than cost of insurance charges for the base death
benefit, adjustable term insurance and waiver of cost of insurance riders.

If your base death benefit at the beginning of a month increases (due to
requirements of the federal income tax law definition of life insurance), the
net amount at risk for your base death benefit for that month also increases.
Similarly, the net amount at risk for your adjustable term insurance rider
decreases. This means that your cost of insurance charge varies from month to
month with changes in your net amount at risk, changes in the death benefit and
with the increasing age of the insured person. We allocate the net amount at
risk to segments in the same proportion that each segment has to the total
stated death benefit for all coverage segments as of the monthly processing
date.

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We base your current cost of insurance rates on the insured person's age, gender
and premium class on the policy and each segment date.

We apply unisex rates where appropriate under the law. This currently includes
the state of Montana and policies purchased by employers and employee
organizations in connection with employment-related insurance or benefit
programs.

Separate cost of insurance rates apply to:
    o    each segment of the base death benefit;
    o    your adjustable term insurance rider; and
    o    your waiver of cost of insurance rider.

We may make changes in the cost of insurance or rider charges for a class of
insured persons. We base the new charge on changes in expectations about:
    o    investment earnings;
    o    mortality;
    o    the time policies remain in effect;
    o    expenses; and
    o    taxes.

These rates are never more than the guaranteed maximum rates shown in your
policy. The guaranteed maximum rates are based on the 1980 Commissioner's
Standard Ordinary Sex Distinct Mortality Table.

The maximum rates for the initial and each new segment will be printed in your
policy schedule pages.

RIDER CHARGES

On each monthly processing date, we deduct the cost of benefits under your
riders. Rider charges do not include the adjustable term insurance and waiver of
cost of insurance riders. SEE RIDERS, PAGE 28.

GUARANTEED MINIMUM DEATH BENEFIT CHARGE

If you choose the guaranteed minimum death benefit we currently charge $0.005
per $1,000 of stated death benefit each month during the guarantee period. This
charge's guaranteed maximum is $0.01 per $1,000 of stated death benefit each
month.





POLICY TRANSACTION FEES

We charge fees for certain transactions under your policy. We deduct these fees
from the variable and guaranteed interest divisions pro rata to the account
value in each.

PARTIAL WITHDRAWALS

We deduct the lesser of a $25 service fee or 2% of the requested partial
withdrawal from your account value for each partial withdrawal you take to cover
our costs. We may also deduct a surrender charge from your account value. SEE
PARTIAL WITHDRAWALS, PAGE 36.

TRANSFERS

There is a $25 fee to cover our costs for each transfer over twelve free
transfers per policy year. If you include multiple transfers in one transfer
request, it counts as one transfer. SEE TRANSFERS OF ACCOUNT VALUE, PAGE 32.

ILLUSTRATIONS

The first policy illustration you request in a policy year is free. After that,
we may charge a fee of up to $25 for each additional policy illustration.

PREMIUM ALLOCATION CHANGE

You may make twelve free premium allocation changes per policy year. After the
twelve free changes, we charge $25 for each additional premium allocation change
in that policy year. If you change your designated deduction investment option,
we consider it a premium allocation change. SEE MONTHLY DEDUCTIONS FROM ACCOUNT
VALUE, PAGE 46.

CONTINUATION OF COVERAGE ADMINISTRATIVE FEE

At the policy anniversary nearest the insured person's 100th birthday, if your
policy has not been surrendered, the continuation of coverage period begins.

We charge a one-time administrative fee of $200. This charge compensates us for
maintaining and servicing your policy until the death of the insured person. We
then no longer charge monthly charges.



- --------------------------------------------------------------------------------
Strategic Advantage                   47

<PAGE>



                     DIVISIONS FROM WHICH WE DEDUCT CHARGES,
                          LOANS AND PARTIAL WITHDRAWALS


<TABLE>
<CAPTION>

                    MONTHLY CHARGES: COST OF
                    INSURANCE CHARGES, RIDER              TRANSACTION FEES                     LOANS AND
                  CHARGES, ADMINISTRATIVE FEES                                            PARTIAL WITHDRAWALS

  <S>        <C>                                     <C>                          <C>
                                                     Proportionally among         May choose any investment
  Choice     May choose a designated deduction       variable and guaranteed      option or combination of
             investment option, including            interest divisions           investment options
             guaranteed interest division

  Default    Proportionally among variable and       Proportionally among         Proportionally among variable
             guaranteed interest divisions           variable and guaranteed      and guaranteed interest divisions
                                                     interest divisions
</TABLE>




PERSISTENCY REFUND

Where law allows us, we pay long-term policy owners a persistency refund. Each
month your policy remains in force after your tenth policy anniversary, we
credit your account value with a refund of 0.04167% of account value. This
refund is 0.5% of your account value on an annual basis.

We do not guarantee that we will pay a persistency refund on the guaranteed
interest division. If we pay a persistency refund on the guaranteed interest
division, we will pay it even if your policy is in the continuation of coverage
period.

If applicable, we add the persistency refund to the variable and guaranteed
interest divisions, but not the loan division, in the same proportion that your
account value in each investment option has to your net account value as of the
monthly processing date.

Here are two examples of how the persistency refund may affect your account
value:

EXAMPLE 1:  YOUR POLICY HAS NO LOAN:

    o    account value = $10,000 (all in the variable division)
    o    monthly persistency refund rate = .0004167
    o    persistency refund = 10,000 x .0004167 = $4.17


                 Value Before       Value After
                 Persistency        Persistency
                 Refund             Refund

Variable
Division         $10,000.00         $10,004.17

EXAMPLE 2:  YOUR POLICY DOES HAVE A LOAN:

    o    account value = $10,000
    o    account value in the variable division = $6,000
    o    account value in the loan division = $4,000
    o    monthly persistency refund rate = .0004167
    o    persistency refund = 10,000 x .0004167 = $4.17


                  Value Before      Value After
                  Persistency       Persistency
                  Refund            Refund

Variable
Division          $6,000.00         $6,004.17
Loan              $4,000.00         $4,000.00


REFUND OF SALES CHARGES

If you surrender your policy within the first two policy years and your policy
has not lapsed, we will refund a portion of the sales charges we previously
deducted from the premiums we received. In the first policy year, the amount of
the refund is guaranteed to be at least 5% of the premiums we receive. In the
second policy year, the refund is guaranteed to be at

- --------------------------------------------------------------------------------
Strategic Advantage                   48

<PAGE>



least 2.5% of the premiums we receive in the first policy year. The refund of
sales charge is guaranteed only for the first two policy years. THE REFUND OF
SALES CHARGE IS NOT AVAILABLE IF YOUR POLICY WAS PURCHASED WITH THE PROCEEDS OF
A POLICY ISSUED BY US OR ONE OF OUR AFFILIATES.

OTHER CHARGES

Under current law, we pay no tax on investment income and capital gains included
in variable life insurance policy reserves. This means that no charge is
currently made to any variable investment option for our federal income taxes.
If the tax law changes and we have federal income tax chargeable to the variable
investment options, we may make such a charge in the future.


GROUP OR SPONSORED ARRANGEMENTS, OR CORPORATE PURCHASERS

Individuals, corporations or other institutions may purchase this policy. For
group or sponsored arrangements (including employees and certain family members
of employees of Security Life, its affiliates and appointed sales agents),
corporate purchasers or special exchange programs which we may offer from time
to time, we may reduce or waive the:
    o    administrative charge;
    o    minimum stated death benefit;
    o    minimum target death benefit;
    o    minimum annual premium;
    o    target premium;
    o    sales charges;
    o    cost of insurance charges; or
    o    other charges normally assessed.

We reduce or waive these items based on expected economies under a group or
sponsored arrangement or with a corporate purchaser. Our sales, administration
and mortality costs generally vary with the size and stability of the group,
among other factors. We take all these factors into account when we reduce
charges. A group or sponsored arrangement must meet certain requirements to
qualify for reduced charges. We make reductions to charges based on our rules in
effect when we approve a policy application. We may change these rules from time
to time.

Group arrangements include those in which there is a trustee, an employer or an
association. The group may purchase multiple policies covering a group of
individuals on a group basis or endorse a policy to a group of individuals.
Sponsored arrangements include those in which an employer or association allows
us to offer policies to its employees or members on an individual basis.

Each sponsored arrangement or corporation may have different group premium
payments and premium requirements.

We will not unfairly discriminate in any variation in the surrender charge,
administrative charge, or other charges, fees and privileges. These variations
are based on differences in costs or services.


TAX CONSIDERATIONS

The following summary provides a general description of the federal income tax
considerations associated with the policy and does not purport to be complete or
to cover all tax situations. This discussion is not intended as tax advice.
Counsel or other competent tax advisers should be consulted for more complete
information. This discussion is based upon our understanding of the present
federal income tax laws. No representation is made as to the likelihood of
continuation of the present federal income tax laws or as to how they may be
interpreted by the Internal Revenue Service.


TAX STATUS OF THE POLICY

This policy is designed to qualify as a life insurance contract under the
Internal Revenue Code. All terms and provisions of the policy shall be construed
in a manner which is consistent with that design. In order to qualify as a life
insurance contract for federal income tax purposes and to receive the tax
treatment normally accorded life insurance contracts under federal tax law, a
policy must satisfy certain requirements which are set forth in Internal Revenue
Code Section 7702. While there is little guidance as to how these requirements
are applied, we believe it is reasonable to conclude that our policies satisfy
the applicable requirements. If it is subsequently determined that a policy does
not satisfy the applicable requirements, we will take appropriate and reasonable
steps to bring the policy into compliance with such requirements and we reserve
the right to restrict policy transactions or modify your policy in order to do
so.


- --------------------------------------------------------------------------------
Strategic Advantage                   49

<PAGE>



Section 7702 provides that if one of two alternate tests is met, a policy will
be treated as a life insurance policy for federal income tax purposes. These
tests are referred to as the "cash value accumulation test" and the "guideline
premium/cash value corridor test."

Under the cash value accumulation test, there is no limit to the amount that may
be paid in premiums as long as there is enough death benefit in relation to
account value at all times. The death benefit at all times must be at least
equal to an actuarially determined factor, depending on the insured person's
age, sex and premium class at any point in time, multiplied by the account
value. SEE APPENDIX A, PAGE 168, FOR A TABLE OF THE CASH VALUE ACCUMULATION TEST
FACTORS.

The guideline premium/cash value corridor test provides for a maximum premium in
relation to the death benefit and a minimum "corridor" of death benefit in
relation to account value. In most situations, the death benefit that results
from the guideline premium/cash value corridor test will ultimately be less than
the amount of death benefit required under the cash value accumulation test. SEE
APPENDIX B, PAGE 176, FOR A TABLE OF THE GUIDELINE PREMIUM/CASH VALUE CORRIDOR
TEST FACTORS.

This policy allows the owner to choose, at the time of application, which of
these tests we will apply to the policy. A choice of tests is irrevocable.
Regardless of which test is chosen, we will at all times assure that the policy
meets the statutory definition which qualifies the policy as life insurance for
federal income tax purposes. In addition, as long as the policy remains in
force, increases in account value as a result of interest or investment
experience will not be subject to federal income tax unless and until there is a
distribution from the policy, such as a partial withdrawal or loan. SEE TAX
TREATMENT OF POLICY DEATH BENEFITS, PAGE 51.


DIVERSIFICATION REQUIREMENTS

In addition to meeting the Code Section 7702 tests, Code Section 817(h) requires
separate account investments, such as our separate account, to be adequately
diversified. The Treasury has issued regulations which set the standards for
measuring the adequacy of any diversification. To be adequately diversified,
each variable investment option must meet certain tests. If your variable life
policy is not adequately diversified under these regulations, it is not treated
as life insurance under Code Section 7702. You would then be subject to federal
income tax on your policy income as you earn it. Our variable investment
options' investment portfolios have promised they will meet the diversification
standards that apply to your policy.

In certain circumstances, you, as owner of a variable life insurance contract,
may be considered the owner for federal income tax purposes of the separate
account assets used to support your contract. Any income and gains from the
separate account assets are includable in the gross income from your policy
under these circumstances. The IRS has stated in published rulings that a
variable contract owner is considered the owner of separate account assets if
the contract owner has "indicia of ownership" in those assets. "Indicia of
ownership" includes the ability to exercise investment control over the assets.

Your ownership rights under your policy are similar to, but different in some
ways from those described by the IRS in rulings in which it determined that
policy owners are not owners of separate account assets. For example, you have
flexibility in allocating your premium payments and in your policy values. These
differences could result in the IRS treating you as the owner of a pro rata
share of the separate account assets. We do not know what standards will be set
forth in the future, if any, in Treasury regulations or rulings. We reserve the
right to modify your policy, as necessary, to try to prevent you from being
considered the owner of a pro rata share of the separate account assets or to
otherwise qualify your policy for favorable tax treatment.

We will at all times assure that the policy meets the statutory definition which
qualifies the policy as life insurance for federal income tax purposes. In
addition, as long as the policy remains in force, increases in account value as
a result of interest or investment experience will not be subject to federal
income tax unless and until there is a distribution from the policy, such as a
partial withdrawal or loan. SEE TAX TREATMENT OF POLICY DEATH BENEFITS, PAGE 51.

The following discussion assumes that the policy will qualify as a life
insurance contract for federal income tax purposes.

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Strategic Advantage                   50

<PAGE>



TAX TREATMENT OF POLICY DEATH BENEFITS

We believe that the death benefit under a policy is generally excludable from
the gross income of the beneficiary(ies) under section 101(a)(1) of the Code.
However, there are exceptions to this general rule. Additionally, federal and
local transfer, estate inheritance and other tax consequences of ownership or
receipt of policy proceeds depend on the circumstances of each policy owner or
beneficiary(ies). A tax adviser should be consulted about these consequences.

Generally, the policy owner will not be taxed on any of the policy account value
until there is a distribution. When distributions from a policy occur, or when
loan amounts are taken from or secured by a policy, the tax consequences depend
on whether or not the policy is a "modified endowment contract."

Special rules also apply if you are subject to the alternative minimum tax. You
should consult a tax adviser if you are subject to the alternative minimum tax.


MODIFIED ENDOWMENT CONTRACTS

Under the Internal Revenue Code, certain life insurance contracts are classified
as "modified endowment contracts" and are given less favorable tax treatment
than other life insurance contracts. Due to the flexibility of the policies as
to premiums and benefits, the individual circumstances of each policy will
determine whether or not it is classified as a modified endowment contract. The
rules are too complex to be summarized here, but generally depend on the amount
of premiums we receive during the first seven policy years. Certain changes in a
policy after it is issued could also cause it to be classified as a modified
endowment contract. A current or prospective policy owner should consult with a
competent adviser to determine whether or not a policy transaction will cause
the policy to be classified as a modified endowment contract.

If a policy becomes a modified endowment contract, distributions that occur
during the policy year will be taxed as distributions from a modified endowment
contract. In addition, distributions for a policy within two years before it
becomes a modified endowment contract will be taxed in this manner. This means
that a distribution made from a policy that is not a modified endowment contract
could later become taxable as a distribution from a modified endowment contract.


MULTIPLE POLICIES

All modified endowment contracts that are issued by us (or our affiliates) to
the same policy owner during any calendar year are treated as one modified
endowment contract for purposes of determining the amount includable in the
policy owner's income when a taxable distribution occurs.

If a policy becomes a modified endowment contract, distributions that occur
during the policy year will be taxed as distributions from a modified endowment
contract. In addition, distributions from a policy within two years before it
becomes a modified endowment contract will be taxed in this manner. This means
that a distribution made from a policy that is not a modified endowment contract
could later become taxable as a distribution from a modified endowment contract.


DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS

Once a policy is classified as a modified endowment contract, the following tax
rules apply both prospectively and to any distributions made in the prior two
years:

    1.   All distributions other than death benefits, including distributions
         upon surrender and withdrawals, from a modified endowment contact will
         be treated first as distributions of gain taxable as ordinary income
         and as tax-free recovery of the policy owner's investment in the policy
         only after all gain has been distributed.

    2.   Loan amounts taken from or secured by a policy classified as a modified
         endowment contract are treated as distributions and taxed first as
         distributions of gain taxable as ordinary income and as tax-free
         recovery of the policy owner's investment in the policy only after all
         gain has been distributed.

    3.   A 10% additional income tax penalty may be imposed on the distribution
         amount

- --------------------------------------------------------------------------------
Strategic Advantage                   51

<PAGE>



         subject to income tax. Consult a tax adviser to determine whether or
         not you may be subject to this penalty tax.


DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS

Distributions other than death benefits from a policy that is not classified as
a modified endowment contract are generally treated first as a recovery of the
policy owner's investment in the policy. Only after the recovery of all
investment in the policy, is there taxable income. However, certain
distributions which must be made in order to enable the policy to continue to
qualify as a life insurance contract for federal income tax purposes, if policy
benefits are reduced during the first fifteen policy years, may be treated in
whole or in part as ordinary income subject to tax.

Loan amounts from or secured by a policy that is not a modified endowment
contract are generally not treated as distributions. Finally, neither
distributions from, nor loan amounts from or secured by, a policy that is not a
modified endowment contract are subject to the 10% additional income tax.


INVESTMENT IN THE POLICY

Your investment in the policy is generally the total of your aggregate premiums.
When a distribution is taken from the policy, your investment in the policy is
reduced by the amount of the distribution that is tax free.


POLICY LOANS

In general, interest on a policy loan will not be deductible. Before taking out
a policy loan, you should consult a tax adviser as to the tax consequences.

If a loan from a policy is outstanding when the policy is canceled or lapses,
then the amount of the outstanding indebtedness will be added to the amount
treated as a distribution from the policy and will be taxed accordingly.


SECTION 1035 EXCHANGES

Code Section 1035 generally provides that no gain or loss shall be recognized on
the exchange of one life insurance policy for another life insurance policy or
for an endowment or annuity contract. We accept 1035 exchanges with outstanding
loans. Special rules and procedures apply to Section 1035 exchanges. If you wish
to take advantage of Section 1035, you should consult your tax adviser.


TAX-EXEMPT POLICY OWNERS

Special rules may apply to a policy that is owned by a tax-exempt entity.
Tax-exempt entities should consult their tax adviser regarding the consequences
of purchasing and owning a policy. These consequences could include an effect on
the tax- exempt status of the entity and the possibility of the unrelated
business income tax.


POSSIBLE TAX LAW CHANGES

Although the likelihood of legislative action is uncertain, there is always the
possibility that the tax treatment of the policy could be changed by legislation
or otherwise. You should consult a tax adviser with respect to legislative
developments and their effect on the policy.


CHANGES TO COMPLY WITH THE LAW

So that your policy continues to qualify as life insurance under the Code, we
reserve the right to refuse to accept all or part of your premium payments or to
change your death benefit. We may refuse to allow you to make partial
withdrawals that would cause your policy to fail to qualify as life insurance.
We also may:
    o    make changes to your policy or its riders; or
    o    take distributions from your policy to the degree that we deem
         necessary to qualify your policy as life insurance for tax purposes.

If we make any change of this type, it applies the same way to all affected
policies.

The tax law limits the amount we can charge for mortality costs and other
expenses used to calculate whether your policy qualifies as life insurance for

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Strategic Advantage                   52

<PAGE>



federal income tax purposes. We must base these calculations on reasonable
mortality charges and as permitted, other charges reasonably expected to be
paid. The Treasury issued proposed regulations on what it considers reasonable
mortality charges. We believe that the charges used for your policy should meet
the Treasury's current requirement for "reasonableness." We reserve the right to
make changes to the mortality charges if future regulations have standards which
make changes necessary in order to continue to qualify your policy as life
insurance for federal income tax purposes.

Additionally, assuming that you do not want your policy to be or to become a
modified endowment contract, we include a policy endorsement under which we have
the right to amend your policy, including riders. We do this to attempt to
enable your policy to continue to meet the seven-pay test for federal income tax
purposes. If the policy premium you pay is more than the seven-pay limit, we
have the right to remove any excess premium or to make any appropriate
adjustments to your policy's account value and death benefit. It is not clear,
however, whether we can take effective action pursuant to this endorsement under
all possible circumstances to prevent a policy that has exceeded the premium
limitation from being classified as a modified endowment contract.

Any increase in your death benefit will cause an increase in your cost of
insurance charges.


OTHER

Policy owners may use our policies in various arrangements, including:
    o    qualified plans;
    o    non-qualified deferred compensation or salary continuance plans;
    o    split dollar insurance plans;
    o    executive bonus plans;
    o    retiree medical benefit plans; and
    o    other plans.

The tax consequences of these plans may vary depending on the particular facts
and circumstances of each arrangement. If you want to use any of your policies
in this type of arrangement, you should consult a qualified tax adviser
regarding the tax issues of your particular arrangement.

In recent years, Congress has adopted new rules relating to life insurance owned
by businesses. Any business contemplating the purchase of a new policy or a
change in an existing policy should consult a tax adviser.

The IRS requires us to withhold income taxes from any portion of the amounts
individuals receive in a taxable transaction. We do not withhold income taxes if
you elect in writing not to have withholding apply. If the amount withheld for
you is insufficient to cover income taxes, you may have to pay income taxes and
possibly penalties later.

The transfer of the policy or designation of a beneficiary may have federal,
state and/or local transfer and inheritance tax consequences, including the
imposition of gift, estate and generation-skipping transfer taxes. For example
the transfer of the policy to or the designation as a beneficiary of or the
payment of proceeds to a person who is assigned to a generation which is two or
more generations below the generation assignment of the policy owner may have
generation skipping transfer tax consequences under federal tax law. The
individual situation of each policy owner or beneficiary will determine the
extent, if any, to which federal, state and local transfer and inheritance taxes
may be imposed and how ownership or receipt of policy proceeds will be treated
for purposes of federal, state and local estate, inheritance, generation
skipping and other taxes.

YOU SHOULD CONSULT QUALIFIED LEGAL OR TAX ADVISERS FOR COMPLETE INFORMATION ON
FEDERAL, STATE, LOCAL AND OTHER TAX CONSIDERATIONS.




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Strategic Advantage                   53

<PAGE>



ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES, CASH SURRENDER VALUES AND
ACCUMULATED PREMIUMS


The following tables are intended to show how the policy works, including how
benefits and values can vary over time. Each table compares these values with
total premiums we receive with interest. The policy illustrated uses the
following assumptions:


                                 Definition
                          Death    of Life    Stated            Target
               Smoker*   Benefit  Insurance   Death             Death
Gender  Age    Status    Option     Test      Benefit  Premium  Benefit
- ------  ---    ------    ------     ----      -------  -------  -------
 Male    45  Non-smoker     1        CVAT     300,000   $5,750  300,000
 Male    45  Non-smoker     1        CVAT     150,000   $5,750  300,000
 Male    45  Non-smoker     1         GP      300,000   $5,750  300,000

- -------------------
* "Smoker" includes the use of cigarettes, cigars, pipes, chewing tobacco,
nicotine chewing gum or patch, snuff or any other tobacco or nicotine-based
product.

The tables show how death benefits, account values and net cash surrender values
of a hypothetical policy could vary over an extended period of time, assuming
the variable division had constant hypothetical gross annual investment returns
of 0%, 12%, or 6% over the periods indicated in each table. Values would differ
from those shown in the tables if the annual investment returns were not
constant. The amounts shown would differ if we had used female or unisex rates.

These illustrations assume there is no policy loan.

We illustrate premium payments as if they were made at the beginning of the
year. The third column of each table shows what would happen if an amount equal
to the assumed premiums earned interest, after taxes, of 5% compounded annually.

The net investment return on your policy is lower than the gross investment
return on the variable investment options as a result of the mortality and
expense risk charge, the portfolio management fees and portfolio expenses. We
show the effect of the net investment return in the amounts for death benefits,
account values and cash surrender values.

The tables reflect annual investment management fees of 0.66% of the portfolios'
aggregate average daily net assets. This hypothetical rate is a simple average
of the investment advisory fees applying to the investment portfolios for the
year ending December 31, 1999. We assume other portfolio expenses at the rate of
0.31% of the portfolios' average daily net assets. This is an average of all the
portfolios' other expenses for the year ending December 31, 1999 after any
expense reimbursements or waivers by investment portfolio managers has been
made. The average of all portfolios' total expenses is 0.97%.

Actual fees vary by portfolio. The portfolio fees and expenses used in the
illustrations are the net amounts shown after absorption of fees and expenses by
the portfolio's investment manager. Absent such expense reimbursements or
waivers, the total average investment management fees, average other portfolio
expenses and the average of all portfolios' total expenses used in the
illustrations would have been higher (0.71%, 0.47% and 1.18%, respectively). The
tables assume that the current expense reimbursement arrangements will continue.
However, they may not continue through 2000.

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Strategic Advantage                   54

<PAGE>





The effect of these portfolio charges and expenses, and mortality and expense
risk charges result in a net rate of return of:
    o    (1.71)% on a 0% gross rate of return;
    o    4.25% on a 6% gross rate of return; and
    o    10.20 % on a 12% gross rate of return.

The tables assume that charges have been deducted including deductions for
premiums, cost of insurance rider charges, monthly deductions, mortality and
expense risk charge, administrative and sales charges. The tables show charges
at our current rates which includes a persistency refund. The tables also show
charges at the maximum rates we guarantee in our policies. SEE MONTHLY
DEDUCTIONS FROM YOUR ACCOUNT VALUE, PAGE 46. The tables reflect that we do not
currently charge against the separate account for state or federal taxes. If we
charge for the taxes in the future, it will take a higher gross rate of return
than the rates shown to produce the same death benefits, account values and cash
surrender values.

If we are asked to do so, we will give you a comparable personal illustration
based on:
    o    the insured person's age and gender;
    o    standard premium class assumptions;
    o    initial stated death benefit;
    o    the chosen death benefit option;
    o    scheduled premiums consistent with your policy form; and
    o    special features elected on your policy.

At issue, we deliver an individualized illustration showing the scheduled
premium you chose and the insured person's actual risk class. After we issue the
policy, if you ask us to, we will give you an illustration of future policy
benefits. We base these hypothetical future benefits on both guaranteed and
current cost factor assumptions and actual account value.

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Strategic Advantage                   55

<PAGE>




PROSPECT:  INSURED'S NAME
MALE 45 NON-SMOKER                                                 PRESENTED BY:

                                  SECURITY LIFE
                   STRATEGIC ADVANTAGE VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:  $300000                            DEATH BENEFIT OPTION 1
                                                       ANNUAL PREMIUM:  $5750.00
                                                    CASH VALUE ACCUMULATION TEST

                                  SUMMARY PAGE

                           ASSUMING GUARANTEED CHARGES
                Assuming Hypothetical Gross Investment Return of:

<TABLE>
<CAPTION>
                                      ----------0.00%----------        ---------12.00%---------        ----------6.00%----------
                        PREMIUM                  CASH                             CASH                             CASH
                      ACCUMULATED     ACCOUNT    SURR       DEATH      ACCOUNT    SURR       DEATH       ACCOUNT   SURR       DEATH
  YEAR    PREMIUMS       AT 5%         VALUE     VALUE     BENEFIT      VALUE     VALUE     BENEFIT       VALUE    VALUE     BENEFIT
   <S>       <C>       <C>             <C>        <C>      <C>          <C>       <C>       <C>         <C>       <C>       <C>
   1         5750       6038            3779      4067     300000        4306      4594     300000       4042      4330     300000
   2         5750       12377           7428      7572     300000        8984      9128     300000       8190      8334     300000
   3         5750       19033          10945      10945    300000       14071      14071    300000       12444     12444    300000
   4         5750       26022          14327      14327    300000       19606      19606    300000       16805     16805    300000
   5         5750       33361          17567      17567    300000       25629      25629    300000       21271     21271    300000
   6         5750       41067          21067      21067    300000       32638      32638    300000       26268     26268    300000
   7         5750       49157          24404      24404    300000       40277      40277    300000       31382     31382    300000
   8         5750       57653          27564      27564    300000       48605      48605    300000       36603     36603    300000
   9         5750       66573          30536      30536    300000       57688      57688    300000       41926     41926    300000
   10        5750       75939          33301      33301    300000       67598      67598    300000       47340     47340    300000
   15        5750      130281          44608      44608    300000       136430    136430    300000       77403     77403    300000
   20        5750      199636          48173      48173    300000       246658    246658    439299      110126    110126    300000
   25        5750      288152          38269      38269    300000       411604    411604    649923      144344    144344    300000
   30        5750      401125           2337      2337     300000       651622    651622    926607      179357    179357    300000

 AGE 65      5750      215655          47498      47498    300000       274665    274665    476818      116863    116863    300000
</TABLE>

The expense charges and cost of insurance rates will never be greater than those
which were used to calculate the above values.

The hypothetical gross rates of return shown are illustrative only and are not a
representation of past or future investment results. Actual investment results
may be different from those shown and will depend on a number of factors,
including selected investment allocations and investment experience. No
representation is made that these hypothetical gross investment returns can be
achieved or sustained over any period of time.

The death benefit, account value and cash surrender value for a policy would be
different from those shown if the actual gross annual rates of return averaged
0.00%, 12.00% and 6.00% over a period of years but varied above or below that
average during the period. They would also be different if premiums were paid in
a different frequency than shown.

- --------------------------------------------------------------------------------
Strategic Advantage                   56

<PAGE>




PROSPECT:  INSURED'S NAME
MALE 45 NON-SMOKER                                                 PRESENTED BY:

                                  SECURITY LIFE
                   STRATEGIC ADVANTAGE VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:  $300000                            DEATH BENEFIT OPTION 1
                                                       ANNUAL PREMIUM:  $5750.00
                                                    CASH VALUE ACCUMULATION TEST

                                  SUMMARY PAGE

                            ASSUMING CURRENT CHARGES
                Assuming Hypothetical Gross Investment Return of:

<TABLE>
<CAPTION>
                                      ----------0.00%----------        ---------12.00%---------        ----------6.00%----------
                        PREMIUM                  CASH                             CASH                             CASH
                      ACCUMULATED     ACCOUNT    SURR       DEATH      ACCOUNT    SURR       DEATH       ACCOUNT   SURR       DEATH
  YEAR    PREMIUMS       AT 5%         VALUE     VALUE     BENEFIT      VALUE     VALUE     BENEFIT       VALUE    VALUE     BENEFIT

   <S>       <C>        <C>             <C>        <C>      <C>          <C>       <C>       <C>         <C>       <C>       <C>
   1         5750        6038            4234      4521     300000        4789      5077     300000       4511      4799     300000
   2         5750        12377           8168      8312     300000        9828      9972     300000       8981      9125     300000
   3         5750        19033          11849      11849    300000       15188      15188    300000       13451     13451    300000
   4         5750        26022          15380      15380    300000       21011      21011    300000       18024     18024    300000
   5         5750        33361          18844      18844    300000       27430      27430    300000       22790     22790    300000
   6         5750        41067          22646      22646    300000       34958      34958    300000       28181     28181    300000
   7         5750        49157          26422      26422    300000       43309      43309    300000       33848     33848    300000
   8         5750        57653          30184      30184    300000       52583      52583    300000       39814     39814    300000
   9         5750        66573          33916      33916    300000       62859      62859    300000       46076     46076    300000
   10        5750        75939          37576      37576    300000       74202      74202    300000       52606     52606    300000
   15        5750       130281          54931      54931    300000       154039    154039    313932       90730     90730    300000
   20        5750       199636          67823      67823    300000       283147    283147    504284      136553    136553    300000
   25        5750       288152          74946      74946    300000       487589    487589    769903      193025    193025    304786
   30        5750       401125          72470      72470    300000       806913    806913    1147431     260774    260774    370820

 AGE 65      5750       215655          69807      69807    300000       316963    316963    550249      146891    146891    300000
</TABLE>

The current cost of insurance rates are subject to change. Account values will
vary from those illustrated if actual rates differ from those assumed. Current
mortality charge rates are based on current mortality experience and are not
dependent upon future improvements in underlying mortality.

The hypothetical gross rates of return shown are illustrative only and are not a
representation of past or future investment results. Actual investment results
and policy charges may be different from those shown and will depend on a number
of factors, including the investment allocations and investment experience. No
representation is made that these hypothetical gross investment returns can be
achieved or sustained over any period of time.

The death benefit, account value and cash surrender value for a policy would be
different from those shown if the actual gross annual rates of return averaged
0.00%, 12.00% and 6.00% over a period of years but varied above or below that
average during the period. They would also be different if premiums were paid in
a different frequency than shown.

- --------------------------------------------------------------------------------
Strategic Advantage                   57

<PAGE>




PROSPECT:  INSURED'S NAME
MALE 45 NON-SMOKER                                                 PRESENTED BY:

                                  SECURITY LIFE
                   STRATEGIC ADVANTAGE VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:  $150000                            DEATH BENEFIT OPTION 1
INITIAL ADJUSTABLE TERM RIDER:  $150000                ANNUAL PREMIUM:  $5750.00
                                                    CASH VALUE ACCUMULATION TEST

                                  SUMMARY PAGE

                           ASSUMING GUARANTEED CHARGES
                Assuming Hypothetical Gross Investment Return of:

<TABLE>
<CAPTION>

                                      ----------0.00%----------        ---------12.00%---------        ----------6.00%----------
                        PREMIUM                  CASH                             CASH                             CASH
                      ACCUMULATED     ACCOUNT    SURR       DEATH      ACCOUNT    SURR       DEATH       ACCOUNT   SURR       DEATH
  YEAR    PREMIUMS       AT 5%         VALUE     VALUE     BENEFIT      VALUE     VALUE     BENEFIT       VALUE    VALUE     BENEFIT

   <S>      <C>          <C>           <C>       <C>       <C>          <C>       <C>       <C>          <C>       <C>       <C>
    1       5750           6038         3779      4066     300000         4306      4593    300000         4042      4329    300000
    2       5750          12377         7427      7571     300000         8983      9127    300000         8189      8333    300000
    3       5750          19033        10943     10943     300000        14069     14069    300000        12442     12442    300000
    4       5750          26022        14325     14325     300000        19604     19604    300000        16803     16803    300000
    5       5750          33361        17565     17565     300000        25627     25627    300000        21269     21269    300000
    6       5750          41067        21065     21065     300000        32635     32635    300000        26266     26266    300000
    7       5750          49157        24402     24402     300000        40274     40274    300000        31379     31379    300000
    8       5750          57653        27562     27562     300000        48601     48601    300000        36600     36600    300000
    9       5750          66573        30535     30535     300000        57685     57685    300000        41924     41924    300000
   10       5750          75939        33301     33301     300000        67595     67595    300000        47339     47339    300000
   15       5750         130281        44623     44623     300000       136434    136434    300000        77417     77417    300000
   20       5750         199636        48246     48246     300000       246665    246665    439311       110197    110197    300000
   25       5750         288152        38546     38546     300000       411615    411615    649940       144573    144573    300000
   30       5750         401125         3304      3304     300000       651638    651638    926629       179983    179983    300000

   AGE 65   5750         215655        47594     47594     300000       274672    274672    476831       116954    116954    300000
</TABLE>


The expense charges and cost of insurance rates will never be greater than those
which were used to calculate the above values.

The hypothetical gross rates of return shown are illustrative only and are not a
representation of past or future investment results. Actual investment results
may be different from those shown and will depend on a number of factors,
including selected investment allocations and investment experience. No
representation is made that these hypothetical gross investment returns can be
achieved or sustained over any period of time.

The death benefit, account value and cash surrender value for a policy would be
different from those shown if the actual gross annual rates of return averaged
0.00%, 12.00% and 6.00% over a period of years but varied above or below that
average during the period. They would also be different if premiums were paid in
a different frequency than shown.

- --------------------------------------------------------------------------------
Strategic Advantage                   58

<PAGE>




PROSPECT:  INSURED'S NAME
MALE 45 NON-SMOKER                                                 PRESENTED BY:

                                  SECURITY LIFE
                   STRATEGIC ADVANTAGE VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:  $150000                            DEATH BENEFIT OPTION 1
INITIAL ADJUSTABLE TERM RIDER:  $150000                ANNUAL PREMIUM:  $5750.00
                                                    CASH VALUE ACCUMULATION TEST

                                  SUMMARY PAGE

                            ASSUMING CURRENT CHARGES
                Assuming Hypothetical Gross Investment Return of:

<TABLE>
<CAPTION>

                                      ----------0.00%----------        ---------12.00%---------        ----------6.00%----------
                        PREMIUM                  CASH                             CASH                             CASH
                      ACCUMULATED     ACCOUNT    SURR       DEATH      ACCOUNT    SURR       DEATH       ACCOUNT   SURR       DEATH
  YEAR    PREMIUMS       AT 5%         VALUE     VALUE     BENEFIT      VALUE     VALUE     BENEFIT       VALUE    VALUE     BENEFIT

   <S>      <C>          <C>           <C>       <C>       <C>          <C>       <C>       <C>          <C>       <C>       <C>
    1       5750           6038         4414      4702     300000         4981      5269    300000         4697      4985    300000
    2       5750          12377         8602      8745     300000        10312     10456    300000         9440      9583    300000
    3       5750          19033        12592     12592     300000        16059     16059    300000        14256     14256    300000
    4       5750          26022        16446     16446     300000        22328     22328    300000        19210     19210    300000
    5       5750          33361        20208     20208     300000        29221     29221    300000        24354     24354    300000
    6       5750          41067        24312     24312     300000        37279     37279    300000        30149     30149    300000
    7       5750          49157        28346     28346     300000        46175     46175    300000        36196     36196    300000
    8       5750          57653        32319     32319     300000        56005     56005    300000        42515     42515    300000
    9       5750          66573        36219     36219     300000        66845     66845    300000        49104     49104    300000
   10       5750          75939        40013     40013     300000        78755     78755    300000        55946     55946    300000
   15       5750         130281        57769     57769     300000       162038    162038    330234        95584     95584    300000
   20       5750         199636        70589     70589     300000       296023    296023    527216       142922    142922    300000
   25       5750         288152        77698     77698     300000       508169    508169    802399       201407    201407    318022
   30       5750         401125        75312     75312     300000       839501    839501   1193771       270828    270828    385117

   AGE 65   5750         215655        72564     72564     300000       331115    331115    574816       153634    153634    300000
</TABLE>


The current cost of insurance rates are subject to change. Account values will
vary from those illustrated if actual rates differ from those assumed. Current
mortality charge rates are based on current mortality experience and are not
dependent upon future improvements in underlying mortality.

The hypothetical gross rates of return shown are illustrative only and are not a
representation of past or future investment results. Actual investment results
and policy charges may be different from those shown and will depend on a number
of factors, including the investment allocations and investment experience. No
representation is made that these hypothetical gross investment returns can be
achieved or sustained over any period of time.

The death benefit, account value and cash surrender value for a policy would be
different from those shown if the actual gross annual rates of return averaged
0.00%, 12.00% and 6.00% over a period of years but varied above or below that
average during the period. They would also be different if premiums were paid in
a different frequency than shown.

- --------------------------------------------------------------------------------
Strategic Advantage                   59

<PAGE>




PROSPECT:  INSURED'S NAME
MALE 45 NON-SMOKER                                                 PRESENTED BY:

                                  SECURITY LIFE
                   STRATEGIC ADVANTAGE VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:  $300000                            DEATH BENEFIT OPTION 1
                                                       ANNUAL PREMIUM:  $5750.00
                                                          GUIDELINE PREMIUM TEST

                                  SUMMARY PAGE

                           ASSUMING GUARANTEED CHARGES
                Assuming Hypothetical Gross Investment Return of:


<TABLE>
<CAPTION>

                                      ----------0.00%----------        ---------12.00%---------        ----------6.00%----------
                        PREMIUM                  CASH                             CASH                             CASH
                      ACCUMULATED     ACCOUNT    SURR       DEATH      ACCOUNT    SURR       DEATH       ACCOUNT   SURR       DEATH
  YEAR    PREMIUMS       AT 5%         VALUE     VALUE     BENEFIT      VALUE     VALUE     BENEFIT       VALUE    VALUE     BENEFIT

   <S>      <C>          <C>           <C>       <C>       <C>          <C>       <C>       <C>          <C>       <C>       <C>
    1       5750           6038         3779      4067     300000         4306      4594    300000         4042      4330    300000
    2       5750          12377         7428      7572     300000         8984      9128    300000         8190      8334    300000
    3       5750          19033        10945     10945     300000        14071     14071    300000        12444     12444    300000
    4       5750          26022        14327     14327     300000        19606     19606    300000        16805     16805    300000
    5       5750          33361        17567     17567     300000        25629     25629    300000        21271     21271    300000
    6       5750          41067        21067     21067     300000        32638     32638    300000        26268     26268    300000
    7       5750          49157        24404     24404     300000        40277     40277    300000        31382     31382    300000
    8       5750          57653        27564     27564     300000        48605     48605    300000        36603     36603    300000
    9       5750          66573        30536     30536     300000        57688     57688    300000        41926     41926    300000
   10       5750          75939        33301     33301     300000        67598     67598    300000        47340     47340    300000
   15       5750         130281        44608     44608     300000       136430    136430    300000        77403     77403    300000
   20       5750         199636        48173     48173     300000       252405    252405    307934       110126    110126    300000
   25       5750         288152        38269     38269     300000       446458    446458    517891       144344    144344    300000
   30       5750         401125         2337      2337     300000       762726    762726    816117       179357    179357    300000

   AGE 65   5750         215655        47498     47498     300000       284157    284157    340989       116863    116863    300000
</TABLE>

The expense charges and cost of insurance rates will never be greater than those
which were used to calculate the above values.

The hypothetical gross rates of return shown are illustrative only and are not a
representation of past or future investment results. Actual investment results
may be different from those shown and will depend on a number of factors,
including selected investment allocations and investment experience. No
representation is made that these hypothetical gross investment returns can be
achieved or sustained over any period of time.

The death benefit, account value and cash surrender value for a policy would be
different from those shown if the actual gross annual rates of return averaged
0.00%, 12.00% and 6.00% over a period of years but varied above or below that
average during the period. They would also be different if premiums were paid in
a different frequency than shown.

- --------------------------------------------------------------------------------
Strategic Advantage                   60

<PAGE>




PROSPECT:  INSURED'S NAME
MALE 45 NON-SMOKER                                                 PRESENTED BY:

                                  SECURITY LIFE
                   STRATEGIC ADVANTAGE VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:  $300000                            DEATH BENEFIT OPTION 1
                                                       ANNUAL PREMIUM:  $5750.00
                                                          GUIDELINE PREMIUM TEST

                                  SUMMARY PAGE

                            ASSUMING CURRENT CHARGES
                Assuming Hypothetical Gross Investment Return of:


<TABLE>
<CAPTION>

                                      ----------0.00%----------        ---------12.00%---------        ----------6.00%----------
                        PREMIUM                  CASH                             CASH                             CASH
                      ACCUMULATED     ACCOUNT    SURR       DEATH      ACCOUNT    SURR       DEATH       ACCOUNT   SURR       DEATH
  YEAR    PREMIUMS       AT 5%         VALUE     VALUE     BENEFIT      VALUE     VALUE     BENEFIT       VALUE    VALUE     BENEFIT

   <S>      <C>          <C>           <C>       <C>       <C>          <C>       <C>       <C>          <C>       <C>       <C>
    1       5750           6038         4234      4521     300000         4789      5077    300000         4511      4799    300000
    2       5750          12377         8168      8312     300000         9828      9972    300000         8981      9125    300000
    3       5750          19033        11849     11849     300000        15188     15188    300000        13451     13451    300000
    4       5750          26022        15380     15380     300000        21011     21011    300000        18024     18024    300000
    5       5750          33361        18844     18844     300000        27430     27430    300000        22790     22790    300000
    6       5750          41067        22646     22646     300000        34958     34958    300000        28181     28181    300000
    7       5750          49157        26422     26422     300000        43309     43309    300000        33848     33848    300000
    8       5750          57653        30184     30184     300000        52583     52583    300000        39814     39814    300000
    9       5750          66573        33916     33916     300000        62859     62859    300000        46076     46076    300000
   10       5750          75939        37576     37576     300000        74202     74202    300000        52606     52606    300000
   15       5750         130281        54931     54931     300000       154055    154055    300000        90730     90730    300000
   20       5750         199636        67823     67823     300000       288101    288101    351484       136553    136553    300000
   25       5750         288152        74946     74946     300000       510407    510407    592072       193039    193039    300000
   30       5750         401125        72470     72470     300000       876832    876832    938211       265664    265664    300000

   AGE 65   5750         215655        69807     69807     300000       324220    324220    389064       146891    146891    300000
</TABLE>

The current cost of insurance rates are subject to change. Account values will
vary from those illustrated if actual rates differ from those assumed. Current
mortality charge rates are based on current mortality experience and are not
dependent upon future improvements in underlying mortality.

The hypothetical gross rates of return shown are illustrative only and are not a
representation of past or future investment results. Actual investment results
and policy charges may be different from those shown and will depend on a number
of factors, including the investment allocations and investment experience. No
representation is made that these hypothetical gross investment returns can be
achieved or sustained over any period of time.

The death benefit, account value and cash surrender value for a policy would be
different from those shown if the actual gross annual rates of return averaged
0.00%, 12.00% and 6.00% over a period of years but varied above or below that
average during the period. They would also be different if premiums were paid in
a different frequency than shown.


- --------------------------------------------------------------------------------
Strategic Advantage                   61

<PAGE>



ADDITIONAL INFORMATION

DIRECTORS AND OFFICERS

Set forth below is information regarding the directors and principal officers of
Security Life of Denver Insurance Company. Security Life's address and the
business address of each person named, except as noted with one or two asterisks
(*/**), is Security Life Center, 1290 Broadway, Denver, Colorado 80203-5699. The
business address of each person denoted with one asterisk (*) is ING North
America Insurance Corporation, 5780 Powers Ferry Road, Atlanta, Georgia
30327-4390. The business address of each person denoted with two asterisks (**)
is Security Life of Denver Insurance Company, 9140 Arrowpoint Blvd., Suite 400,
Charlotte, North Carolina 28273.


Name and Principal
Business and Address       Position and Offices with Security Life of Denver
- --------------------

Stephen M. Christopher     Chairman, President and Chief Executive Officer

Jess A. Skriletz           Director, Chief Executive Officer and General
                           Manager, ING Reinsurance and ING Institutional
                           Markets

Michael W. Cunningham*     Director, Executive Vice President

Mark A. Tullis*            Director

P. Randall Lowery*         Director

Thomas F. Conroy           President, ING Reinsurance International

Gregory G. McGreevey       President, ING Institutional Markets

Jerome J. Cwiok*           Executive Vice President and Chief Operating Officer

James L. Livingston, Jr.   Executive Vice President, CFO and Chief Actuary

Jeffrey R. Messner         Executive Vice President and Chief Marketing Officer

John R. Barmeyer*          Senior Vice President, ING US Legal Services

Peter Bell                 Senior Vice President, Risk Selection and Medical
                           Director, ING Reinsurance

Wayne D. Bidelman          Senior Vice President, CCRC, ING Reinsurance

R. Thomas Daniel*          Senior Vice President, Marketing

Arnold A. Dicke            Senior Vice President and Chief Actuary, ING
                           Reinsurance

Charles E. LeDoyen**       Senior Vice President, Structured Settlements

Terry L. Morrison          Senior Vice President, New Business Operations

Derek J. Reynolds*         Senior Vice President and Chief Information Officer

Jeffrey W. Seel*           Senior Vice President, Chief Investment Officer

Mark A. Smith              Senior Vice President, Insurance Services

Lawrence D. Taylor         Senior Vice President, Product Management

Gretta Ytterbo             Senior Vice President, ING US Legal Services

Gary W. Waggoner           Vice President, General Counsel and Corporate
                           Secretary


- --------------------------------------------------------------------------------
Strategic Advantage                   62

<PAGE>



REGULATION

We are regulated and supervised by the Division of Insurance of the Department
of Regulatory Agencies of the State of Colorado which periodically examines our
financial condition and operations. In addition, we are subject to the insurance
laws and regulations in every jurisdiction in which we do business. As a result,
the provisions of this policy may vary somewhat from jurisdiction to
jurisdiction.

We are required to submit annual statements, including financial statements, of
our operations and finances to the insurance departments of the various
jurisdictions in which we do business to determine solvency and compliance with
state insurance laws and regulations.

We are also subject to various federal securities laws and regulations.


LEGAL MATTERS

The legal matters in connection with the policy described in this prospectus
have been passed on by the General Counsel of Security Life. Sutherland Asbill &
Brennan LLP has provided advice on certain matters relating to the federal
securities laws.


LEGAL PROCEEDINGS

Security Life, as an insurance company, is ordinarily involved in litigation. We
do not believe that any current litigation is material to Security Life's
ability to meet its obligations under the policy or to the separate account and
we do not expect to incur significant losses from such actions. ING America
Equities, Inc., the principal underwriter and distributor of the policy, is not
engaged in any litigation of any material nature.
EXPERTS

The consolidated financial statements of Security Life of Denver Insurance
Company and Subsidiaries at December 31, 1999 and 1998, and for each of the
three years in the period ended December 31, 1999, and the financial statements
of the Security Life Separate Account L1 at December 31, 1999, and for each of
the three years in the period ended December 31, 1999, appearing in this
prospectus and registration statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein, and are included in reliance upon such reports given on the authority of
such firm as experts in accounting and auditing.

Actuarial matters in this prospectus have been examined by James L. Livingston,
Jr., F.S.A., M.A.A.A., who is Executive Vice President, CFO and Chief Actuary of
Security Life. His opinion on actuarial matters is filed as an exhibit to the
Registration Statement we filed with the SEC.


REGISTRATION STATEMENT

We have filed a Registration Statement relating to the separate account and the
variable life insurance policy described in this prospectus with the SEC. The
Registration Statement, which is required by the Securities Act of 1933,
includes additional information that is not required in this prospectus under
the rules and regulations of the SEC. The additional information may be obtained
from the SEC's principal office in Washington, DC. There is a charge for this
material.






- --------------------------------------------------------------------------------
Strategic Advantage                   63

<PAGE>



INDEX OF SPECIAL TERMS

The following special terms are used in this prospectus. We explain each term on
the page(s) listed in the body of this prospectus and in the summary, if
applicable:


Account value.....................................8
Accumulation unit................................31
Accumulation unit value...........................8
Adjustable term insurance rider..................22
Base death benefit...............................24
Beneficiary(ies).................................10
Cash surrender value.............................31
Continuation of coverage.........................30
Death proceeds...................................24
Divisions........................................18
Free look period.................................39
General account..................................18
Guarantee period.................................27
Guarantee period annual premium..................27
Guaranteed interest division.....................18
Guaranteed minimum death benefit.................26
Initial premium..................................21
Insured person's 100th birthday..................30
Investment date..................................21
Investment options...............................12
Loan division.....................................8
Minimum annual premium...........................20
Net account value................................31
Net amount at risk...............................46
Net cash surrender value.........................31
Net premium.......................................4
Partial withdrawal...............................36
Policy............................................4
Policy date......................................19
Policy loan......................................35
Portfolios.......................................13
Scheduled premium................................20
Segment..........................................26
Special continuation period......................21
Stated death benefit.........................19, 22
Target death benefit.............................28
Target premium...................................20
Total death benefit..............................23
Transaction date.................................32
Valuation date....................................8
Valuation period..............................8, 32
Variable division................................18
Variable investment option.......................12


- --------------------------------------------------------------------------------
Strategic Advantage                   64

<PAGE>



                              FINANCIAL STATEMENTS




The consolidated financial statements of Security Life of Denver Insurance
Company and Subsidiaries ("Security Life and Subsidiaries") at December 31, 1999
and 1998, and for each of the three years in the period ended December 31, 1999,
are prepared in accordance with accounting principles generally accepted in the
United States and start on page 60.

The financial statements included for the Security Life Separate Account L1 at
December 31, 1999 and for each of the three years in the period ended December
31, 1999, are prepared in accordance with accounting principles generally
accepted in the United States and represent those divisions that had commenced
operations by that date.

The consolidated financial statements of Security Life and Subsidiaries, as well
as the financial statements included for the Security Life Separate Account L1
referred to above have been audited by Ernst & Young LLP.  The consolidated
financial statements of Security Life and Subsidiaries should be distinguished
from the financial statements of the Security Life Separate Account L1 and
should be considered only as bearing upon the ability of Security Life and
Subsidiaries to meet its obligations under the policies.  They should not be
considered as bearing upon the investment experience of the divisions of
Security Life Separate Account L1.




- --------------------------------------------------------------------------------
Strategic Advantage                   65

<PAGE>











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<PAGE>







                                    Consolidated Financial Statements

                                    Security Life of Denver
                                    Insurance Company
                                    and Subsidiaries


                                    Years ended December 31, 1999, 1998 and 1997
                                    with Report of Independent Auditors








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Strategic Advantage                            67

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                        Consolidated Financial Statements


                  Years ended December 31, 1999, 1998 and 1997





                                    CONTENTS

Report of Independent Auditors ...............................................69

Audited Consolidated Financial Statements

Consolidated Balance Sheets ..................................................70
Consolidated Statements of Income ............................................72
Consolidated Statements of Comprehensive Income...............................73
Consolidated Statements of Stockholder's Equity ..............................74
Consolidated Statements of Cash Flows ........................................75
Notes to Consolidated Financial Statements ...................................77



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Strategic Advantage                            68

<PAGE>











                         Report of Independent Auditors

Board of Directors and Stockholder
Security Life of Denver Insurance Company

We have audited the accompanying consolidated balance sheets of Security Life of
Denver Insurance Company (a wholly owned subsidiary of ING America Insurance
Holdings, Inc.) and subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of income, comprehensive income, stockholder's
equity, and cash flows for each of the three years in the period ended December
31, 1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Security Life of
Denver Insurance Company and subsidiaries at December 31, 1999 and 1998, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.


                                        /s/ Ernst & Young LLP
April 14, 2000



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Strategic Advantage                           69

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                           Consolidated Balance Sheets

                             (Dollars in Thousands)



<TABLE>
<CAPTION>
                                                                    DECEMBER 31
                                                                 1999            1998
                                                              ------------ ---------------
<S>                                                            <C>             <C>
ASSETS
Investments (Notes 2 and 3):
   Fixed maturities, at fair value (amortized cost:
     1999--$3,649,485; 1998--$3,383,582)                       $ 3,486,939     $ 3,503,530
   Equity securities, at fair value (cost: 1999--$5,161;
     1998--$6,761)                                                   7,944           8,400
   Mortgage loans on real estate                                 1,006,443         784,108
   Investment real estate, at cost, less accumulated
     depreciation (1999--$561; 1998--$706)                           1,028           1,740
   Policy loans                                                    961,586         925,623
   Other long-term investments                                      37,284          17,671
   Short-term investments                                          186,917             747
                                                              ------------ ---------------
Total investments                                                5,688,141       5,241,819

Cash                                                                48,630          31,644
Accrued investment income                                           78,866          52,440
Reinsurance recoverable:
   Paid benefits                                                    19,738          11,364
   Unpaid benefits                                                  28,060          24,312
Prepaid reinsurance premiums (Note 8)                            3,666,882       3,329,901
Deferred policy acquisition costs (DPAC)                           982,713         778,126
Property and equipment, at cost, less accumulated
   depreciation (1999--$28,522; 1998--$25,981)                      34,704          36,141
Federal income tax recoverable (Note 9)                             27,663               -
Indebtedness from related parties                                   33,220           4,339
Other assets                                                       134,913         113,019
Separate account assets (Note 6)                                   644,975         423,474





                                                              ------------ ---------------
Total assets                                                   $11,388,505     $10,046,579
                                                              ============ ===============
</TABLE>



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Strategic Advantage                           70

<PAGE>


<TABLE>
<CAPTION>

                                                                                   DECEMBER 31
                                                                            1999                 1998
                                                                    -------------------- --------------------
<S>                                                                          <C>                  <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
   Future policy benefits:
     Life and annuity reserves                                               $ 5,313,006          $ 4,857,141
     Guaranteed investment contracts                                           3,885,219            3,210,012
     Policyholders' funds                                                         79,648               81,064
     Advance premiums                                                                192                  272
     Accrued dividends and dividends on deposit                                   21,603               21,268
     Policy and contract claims                                                  155,679              130,100
                                                                    -------------------- --------------------
   Total future policy benefits                                                9,455,347            8,299,857

   Accounts payable and accrued expenses                                         126,857              108,165
   Indebtedness to related parties                                                34,231               13,755
   Long-term debt to related parties (Note 10)                                   100,000              100,000
   Accrued interest on long-term debt to related
     parties (Note 10)                                                            11,098                5,387
   Other liabilities                                                              98,225              109,593
   Federal income taxes payable (Note 9)                                               -                  106
   Deferred federal income taxes (Note 9)                                         18,679               60,062
   Separate account liabilities (Note 6)                                         644,975              423,474
                                                                    -------------------- --------------------
Total liabilities                                                             10,489,412            9,120,399

Commitments and contingencies
   (Notes 8 and 13)

Stockholder's equity (Note 11):
   Common stock, $20,000 par value:
     Authorized--149 shares
     Issued and outstanding--144 shares                                            2,880                2,880
   Additional paid-in capital                                                    345,722              315,722
   Retained earnings                                                             614,785              563,553
   Accumulated other comprehensive income (loss)                                 (64,294)              44,025
                                                                    -------------------- --------------------
Total stockholder's equity                                                       899,093              926,180
                                                                    -------------------- --------------------
Total liabilities and stockholder's equity                                   $11,388,505          $10,046,579
                                                                    ==================== ====================
</TABLE>


See accompanying notes.

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Strategic Advantage                           71

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                        Consolidated Statements of Income

                             (Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                                YEAR ENDED DECEMBER 31
                                                                         1999             1998             1997
                                                                   ---------------- ---------------- ----------------

<S>                                                                      <C>               <C>             <C>
Revenues:
   Traditional life insurance premiums                                  $   104,133        $ 120,675       $  122,429
   Universal life and investment product charges                            247,066          229,226          217,108
   Reinsurance premiums assumed                                             526,563          431,267          446,434
                                                                   ---------------- ---------------- ----------------
                                                                            877,762          781,168          785,971
   Reinsurance premiums ceded                                              (147,068)        (143,211)        (124,815)
                                                                   ---------------- ---------------- ----------------
                                                                            730,694          637,957          661,156

   Net investment income                                                    394,167          361,996          340,898
   Net realized gains (losses) on investments                               (39,495)          10,818           28,645
   Other revenues                                                            18,304           11,771            6,743
                                                                   ---------------- ---------------- ----------------
                                                                          1,103,670        1,022,542        1,037,442
Benefits and expenses:
   Benefits:
     Traditional life insurance:
       Death benefits                                                       357,472          239,921          299,305
       Other benefits                                                        72,286           77,209           79,849
     Universal life and investment contracts:
       Interest credited to account balances                                258,167          236,136          217,614
       Death benefits incurred in excess of account
         balances                                                            95,444           63,103           73,260
     Increase in future policy benefits                                      95,511          102,875           72,685
     Reinsurance recoveries                                                (127,238)         (84,506)         (98,376)
     Product conversions                                                      3,701           10,578            7,014
                                                                   ---------------- ---------------- ----------------
                                                                            755,343          645,316          651,351
   Expenses:
     Commissions                                                             81,539           49,569           46,516
     Insurance operating expenses                                            91,172          125,194           89,075
     Amortization of deferred policy acquisition costs                       98,051          105,639          116,495
                                                                   ---------------- ---------------- ----------------
                                                                          1,026,105          925,718          903,437
                                                                   ---------------- ---------------- ----------------

Income before federal income taxes                                           77,565           96,824          134,005
Federal income taxes (Note 9)                                                26,333           34,066           47,019
                                                                   ---------------- ---------------- ----------------
Net income                                                               $   51,232        $  62,758       $   86,986
                                                                   ================ ================ ================
</TABLE>


See accompanying notes.


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Strategic Advantage                           72

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                 Consolidated Statements of Comprehensive Income

                             (Dollars in Thousands)



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED DECEMBER 31
                                                                         1999             1998             1997
                                                                   ---------------- ---------------- ----------------

<S>                                                                       <C>               <C>              <C>
Net income                                                                $  51,232         $ 62,758         $ 86,986
                                                                   ---------------- ---------------- ----------------

Other comprehensive income:
   Unrealized gains (losses) on securities:
     Net change in unrealized holding gains (losses), net of tax           (150,423)         (11,251)          28,367
     Reclassification adjustment for realized gains
       included in net income, net of tax                                   (32,454)          (5,010)          (4,601)
     Effect on DPAC of unrealized gains and
       losses on fixed maturities, net of tax                                82,098            7,236          (37,522)
     Reclassification effect on DPAC of realized gains
       and losses included in net income, net of tax                         (7,073)           3,075            5,976
   Net change in pension liability, net of tax                                 (467)            (963)               -
                                                                   ---------------- ---------------- ----------------

Total other comprehensive income (loss)                                    (108,319)          (6,913)          (7,780)
                                                                   ---------------- ---------------- ----------------

Comprehensive income (loss)                                               $ (57,087)        $ 55,845         $ 79,206
                                                                   ================ ================ ================
</TABLE>


See accompanying notes.


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Strategic Advantage                           73

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                 Consolidated Statements of Stockholder's Equity

                             (Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                              YEAR ENDED DECEMBER 31
                                                                     1999               1998              1997
                                                              ================== ================= ==================

<S>                                                                     <C>               <C>                <C>
Common stock:
   Balance at beginning and end of year                                 $  2,880          $  2,880           $  2,880
                                                              ================== ================= ==================

Additional paid-in capital:
   Balance at beginning of year                                         $315,722          $315,722           $302,722
   Capital contributions                                                  30,000                 -             13,000
                                                              ------------------ ----------------- ------------------
   Balance at end of year                                               $345,722          $315,722           $315,722
                                                              ================== ================= ==================

Accumulated other comprehensive income (loss):
   Net unrealized gains on investments:
     Balance at beginning of year                                       $ 44,988          $ 50,938           $ 58,718
     Unrealized gains (losses) on securities:
       Change in unrealized gains (losses),
         net of tax                                                     (182,877)          (16,261)            23,766
       Effect on DPAC of unrealized gains and
         losses on fixed maturities, net of tax                           75,025            10,311            (31,546)
                                                              ------------------ ----------------- ------------------
     Balance at end of year                                              (62,864)           44,988             50,938

   Accumulated net pension liability:
     Balance at beginning of year                                           (963)                -                  -
     Net change in pension liability, net of tax                            (467)             (963)                 -
                                                              ------------------ ----------------- ------------------
     Balance at end of year                                               (1,430)             (963)                 -
                                                              ------------------ ----------------- ------------------

Total accumulated other comprehensive
   income (loss)                                                        $(64,294)         $ 44,025           $ 50,938
                                                              ================== ================= ==================

Retained earnings:
   Balance at beginning of year                                         $563,553          $500,795           $413,809
   Net income                                                             51,232            62,758             86,986
                                                              ------------------ ----------------- ------------------
   Balance at end of year                                               $614,785          $563,553           $500,795
                                                              ================== ================= ==================

Total stockholder's equity                                              $899,093          $926,180           $870,335
                                                              ================== ================= ==================
</TABLE>


See accompanying notes.


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Strategic Advantage                           74

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                      Consolidated Statements of Cash Flows

                             (Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                             YEAR ENDED DECEMBER 31
                                                                  1999               1998                1997
                                                            ----------------- ------------------- -------------------
<S>                                                                <C>                 <C>                 <C>
OPERATING ACTIVITIES

Net income                                                         $   51,232          $   62,758          $   86,986
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Increase in future policy benefits                               624,769             874,765             995,632
     Net (increase) decrease in federal income taxes                  (69,152)             12,061             (12,317)
     Increase in accounts payable and accrued
       expenses                                                         6,088              55,361              21,033
     Increase in accrued interest on long-term debt                     5,711                 259               1,428
     Increase in accrued investment income                            (26,426)             (2,714)             (4,300)
     (Increase) decrease in reinsurance recoverable                   (12,122)             (9,518)              3,733
     Increase in prepaid reinsurance premiums                        (336,981)           (585,038)           (793,851)
     Net realized investment (gains) losses                            39,495             (10,818)            (28,645)
     Depreciation and amortization expense                              2,567               3,174               3,630
     Policy acquisition costs deferred                               (187,214)           (184,993)           (174,374)
     Amortization of deferred policy acquisition
       costs                                                           98,049             105,639             116,495
     Increase in accrual for postretirement benefits                      769                 675                 557
     Other, net                                                        51,980              (7,053)             43,538
                                                            ----------------- ------------------- -------------------
Net cash provided by operating activities                             248,765             314,558             259,545

INVESTING ACTIVITIES
Securities available-for-sale:
   Sales:
     Fixed maturities                                               2,300,734           5,015,989           2,279,598
     Equity securities                                                  2,053               2,251                 648
   Maturities--fixed maturities                                       193,664             274,463             410,632
   Purchases:
     Fixed maturities                                              (2,816,711)         (5,670,994)         (2,919,145)
     Equity securities                                                      -              (2,089)             (2,561)
Sale, maturity or repayment of investments:
   Mortgage loans on real estate                                       47,851              51,235              38,756
   Investment real estate                                               1,109                   -                   -
   Other long-term investments                                         70,790              10,678               2,002
</TABLE>


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Strategic Advantage                           75

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                Consolidated Statements of Cash Flows (continued)

                             (Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                             YEAR ENDED DECEMBER 31
                                                                  1999               1998                1997
                                                            ----------------- ------------------- -------------------
<S>                                                                 <C>                 <C>                 <C>
Investing activities (continued)
Purchase or issuance of investments:
   Mortgage loans on real estate                                    $(271,686)          $(259,945)          $(163,528)
   Investment real estate                                                   -                 (13)                (35)
   Policy loans, net                                                  (35,963)            (50,218)            (80,094)
   Other long-term investments                                        (88,661)            (14,042)             (5,248)
   Short-term investments, net                                       (186,174)             55,115             (48,447)
Additions to property and equipment                                    (1,247)             (1,418)             (2,687)
Disposals of property and equipment                                       147                  68                 145
                                                            ----------------- ------------------- -------------------
Net cash used by investing activities                                (784,094)           (588,920)           (489,964)

Financing activities
(Decrease) increase in indebtedness to related parties                 (8,406)             29,156               5,217
Cash contributions from parent                                         30,000                   -              13,000
Receipts from interest-sensitive products
   credited to policyholder account balances                          829,493             505,728             555,223
Return of policyholder account balances on
   interest-sensitive policies                                       (298,772)           (251,177)           (334,543)
                                                            ----------------- ------------------- -------------------
Net cash provided by financing activities                             552,315             283,707             238,897
                                                            ----------------- ------------------- -------------------

Net increase in cash                                                   16,986               9,345               8,478
Cash at beginning of year                                              31,644              22,299              13,821
                                                            ----------------- ------------------- -------------------
Cash at end of year                                                 $  48,630           $  31,644           $  22,299
                                                            ================= =================== ===================
</TABLE>


See accompanying notes.


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Strategic Advantage                           76

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                   Notes to Consolidated Financial Statements

                                December 31, 1999

1.  SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts and
operations, after intercompany eliminations, of Security Life of Denver
Insurance Company (Security Life) and its wholly owned subsidiaries: Midwestern
United Life Insurance Company (Midwestern United); First ING Life Insurance
Company of New York (First ING); First Secured Mortgage Deposit Corporation;
Tailored Investment Notes Trust 1999-1 (Trust); and ING America Equities, Inc.

NATURE OF OPERATIONS

Security Life of Denver Insurance Company and its subsidiaries (the Company) is
a wholly owned subsidiary of ING America Insurance Holdings, Inc. (ING America).
The Company focuses on three markets, the advanced market, reinsurance to other
insurers, and the investment products market. The life insurance products
offered for the advanced market include wealth transfer and estate planning,
executive benefits, charitable giving and corporate owned life insurance. These
products include traditional life, interest-sensitive life, universal life and
variable life. Operations are conducted almost entirely on the general agency
basis and the Company is presently licensed in all states (approved for
reinsurance only in New York), the District of Columbia and the Virgin Islands.
In the reinsurance market, the Company offers financial security to clients
through a mix of total risk management and traditional life insurance services.
In the investment products market, the Company offers guaranteed investment
contracts, funding agreements and Trust notes to institutional buyers.

The significant accounting policies followed by the Company that materially
affect the financial statements are summarized below:

BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
(U.S. GAAP) which, as to the insurance companies included in the consolidation,
differ from statutory accounting practices prescribed or permitted by state
insurance regulatory authorities.

The preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

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Strategic Advantage                           77

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ACCOUNTING CHANGES

During 1998, the Company adopted FASB Statement No. 132, Employers' Disclosures
about Pensions and Other Postretirement Benefits, which standardizes the
disclosure requirements for pension and other postretirement benefits. This
Statement is effective for years beginning after December 15, 1997, with the
restatement of disclosures for prior periods provided for comparative purposes,
unless prior period information is not readily available.

During 1998, the Company adopted FASB Statement No. 130, Reporting Comprehensive
Income, which requires an entity to divide comprehensive income into net income
and other comprehensive income in the period recognized. This Statement is
effective for fiscal years beginning after December 15, 1997, with the
restatement of prior period disclosures for comparative purposes. As a result of
implementing this Statement, the Company has classified items of other
comprehensive income by their nature in the statements of comprehensive income
and the accumulated balance of other comprehensive income in the equity section
of the balance sheet. This Statement affects the presentation of the financial
statements, with no effect on the valuation of total stockholder's equity.

During 1999, the Company adopted Statement of Position 97-3, Accounting by
Insurance and Other Enterprises for Insurance-Related Assessments. This
Statement is effective for fiscal years beginning after December 31, 1998 and
requires a liability to be recognized for the future guaranty fund assessments
based on estimates of insurance company insolvencies provided by the National
Organization of Life and Health Insurance Guaranty Associations (NOLHGA) and
premiums written in each state. The Statement also requires that when it is
probable a paid or accrued assessment will result in an amount that is
recoverable from premium tax offsets or policy surcharges, an asset be
recognized at the time the liability is recorded. Additional disclosures are
also required, including the amount of the liability, the amount of the related
asset for premium tax offsets or policy surcharges, the periods over which the
assessments are expected to be paid, and the period over which the recorded
premium tax offsets or policy surcharges are expected to be realized. Prior
period financial statements presented for comparative purposes are not restated.
The adoption of this Statement had no effect on the valuation of total
stockholder's equity.


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Strategic Advantage                            78

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PENDING ACCOUNTING STANDARDS

During 1998, the FASB issued Statement No. 133, Accounting for Derivative
Financial Instruments and Hedging Activities, which establishes a new model for
accounting and reporting for derivatives and hedging activities. Statement 133
requires all derivatives to be recognized on the balance sheet and measured at
fair value. Based on the type of hedging relationship (fair value, cash flow, or
foreign currency), Statement 133 requires the recognition of offsetting changes
in value or cash flows of both the derivative and the hedged item in earnings in
the same period. Changes in the fair value of derivatives that are not
designated as hedges or that do not meet the hedge accounting criteria in
Statement 133 are included in earnings in the period of change. During 1999, the
FASB issued Statement 137 which delays the implementation of Statement 133 to
years beginning after June 15, 2000. Upon the initial application of Statement
133, all derivatives are required to be recognized in the balance sheet as
either assets or liabilities and measured at fair value. The Company plans to
adopt this Statement during 2001, and the effect of implementation on the
Company's financial statements has not yet been determined.

INVESTMENTS

Investments are presented on the following bases:

         The carrying value of fixed maturities depends on the classification of
         the security: securities held-to-maturity, securities
         available-for-sale, and trading securities. Management determines the
         appropriate classification of debt securities at the time of purchase.

         The Company does not hold any securities classified as held-to-maturity
         or trading securities.

         Debt securities and marketable equity securities are classified as
         available-for-sale. Available-for-sale securities are stated at fair
         value, with the unrealized gains and losses, and deferred policy
         acquisition cost adjustments, reported net of tax as a component of
         other comprehensive income in stockholder's equity.



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Strategic Advantage                            79

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         The amortized cost of debt securities is adjusted for amortization of
         premiums and accretion of discounts to maturity, or in the case of
         mortgage-backed securities, over the estimated life of the security.
         Such amortization is included in interest income from investments.
         Interest and dividends are included in net investment income as earned.

         Mortgage loans are carried at the unpaid balances less an allowance for
         credit losses. Investment real estate is carried at cost, less
         accumulated depreciation. Policy loans are carried at unpaid balances.
         Derivatives hedging fixed maturity assets are reported on the balance
         sheet at market value with fixed maturity securities. Derivatives
         hedging liabilities are reported on the balance sheet at amortized cost
         with other investments.

         Realized gains and losses, and declines in value judged to be
         other-than-temporary are included in net realized gains on investments.
         The cost of securities sold is based on the specific identification
         method.

RECOGNITION OF PREMIUM REVENUES

Premiums for traditional life insurance products, which include those products
with fixed and guaranteed premiums and benefits and consist principally of whole
life insurance policies, are recognized as revenue when due. Revenues for
universal life insurance policies and for investment products consist of policy
charges for the cost of insurance, policy administration charges, and surrender
charges assessed against policyholder account balances during the year.

DEFERRED POLICY ACQUISITION COSTS

Commissions, reinsurance allowances, and other costs of acquiring traditional
life insurance, including reinsurance assumed, universal life insurance
(including interest-sensitive products) and investment products that vary with
and are primarily related to the production of new and renewal business, have
been deferred. Traditional life insurance acquisition costs are being amortized
using assumptions consistent with those used in computing policy benefit
reserves. The period of amortization is normally over the premium-paying period.
In the case of policies with no first-year premium, the period of amortization
includes the first year, in addition to the premium-paying period. For universal
life insurance and investment products, acquisition costs are being amortized
generally in proportion to the present value (using the assumed crediting rate)
of expected gross margins from surrender charges, investments, mortality, and
expenses. This amortization is adjusted retrospectively when estimates of
current or future gross margins to be realized from a group of products are
revised.

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Strategic Advantage                            80

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Deferred policy acquisition costs are adjusted to reflect changes that would
have been necessary if unrealized investment gains and losses related to
available-for-sale securities had been realized. The Company has reflected those
adjustments in the asset balance with the offset as a direct adjustment to
accumulated other comprehensive income in stockholder's equity.

FUTURE POLICY BENEFITS

Benefit reserves for traditional life insurance products (other than reinsurance
assumed) are computed using a net level premium method including assumptions as
to investment yields, mortality, withdrawals and other assumptions based on
Company and industry experience. These assumptions include provisions for
adverse deviation and are modified as necessary to reflect anticipated trends.
Reserve interest assumptions are those deemed appropriate at the time of policy
issue, and range from 3% to 7.5%. Policy benefit claims are charged to expense
in the year that the claims are incurred.

Benefit reserves for reinsurance assumed are computed using pricing assumptions
with provisions for adverse deviation. Benefits for level-term reinsurance
assumed are computed to recognize profits in proportion with revenue. Benefit
reserves for all other reinsurance assumed are computed to recognize profits in
proportion to the coverage provided.

Benefit reserves for universal life-type policies (including fixed premium
interest-sensitive products) and investment products are computed under a
retrospective deposit method and represent policy account balances before
applicable surrender charges. Policy benefits and claims that are charged to
expense include benefit claims incurred during the year in excess of related
policy account balances. Interest crediting rates for universal life and
investment products range from 3.51% to 7.61% during 1999, 3.80% to 7.81% during
1998, and 4.60% to 7.81% during 1997.

Included in life and annuity reserves is an unearned revenue reserve that
reflects the unamortized balance of excess heaped expense loads over ultimate
renewal expense loads on universal life and investment products. These excess
fees have been deferred and are being recognized in income over the periods
benefited, using the same assumptions and factors used to amortize deferred
policy acquisition costs.


- --------------------------------------------------------------------------------
Strategic Advantage                            81

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

POLICY AND CONTRACT CLAIMS

The liabilities for unpaid claims include estimates of amounts due on reported
claims and claims that have been incurred but were not reported as of December
31. Such estimates are based on actuarial projections applied to historical
claim payment data and are considered reasonable and adequate to discharge the
Company's obligations for claims incurred but unpaid as of December 31.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost less accumulated depreciation.
Impairment losses are recorded when indicators of impairment are present and the
estimated undiscounted cash flows are less than the assets' carrying value.
Depreciation for major classes of assets is calculated on a straight-line basis.

PARTICIPATING INSURANCE

The Company accrues a liability for earnings on participating policies that
cannot inure to the benefit of the Company's stockholder. The liability is
determined based on earnings on participating policies in excess of 10% of
profits on participating business before payment of policyholder dividends. The
liability for these undistributed earnings was $5,497,000 and $5,816,000 at
December 31, 1999 and 1998, respectively. Participating business approximates
 .2% of the Company's ordinary life insurance in force and 1.5% of premium
income. Earnings for participating insurance are based on the actual earnings of
the participation block of policies. Expenses and taxes are allocated based on
the amount of participating insurance in force. Investment income is allocated
based on the yield of the participating investment portfolio. The amount of
dividends to be paid is determined annually by the Board of Directors. Amounts
allocable to participating policyholders are based on published dividend
projections or expected dividend scales. Dividends of $3,424,000, $3,233,000,
and $3,377,000 were incurred in 1999, 1998, and 1997, respectively.

FEDERAL INCOME TAXES

Deferred federal income taxes have been provided or credited to reflect
significant temporary differences between income reported for tax and financial
reporting purposes using reasonable assumptions.

- --------------------------------------------------------------------------------
Strategic Advantage                            82

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CASH FLOW INFORMATION

Cash includes cash on hand and demand deposits. Included as a component of
operating activities is interest paid of $2,672,000, $10,121,000, and
$10,110,000 for 1999, 1998, and 1997, respectively.

GUARANTY FUND ASSESSMENTS

Insurance companies are assessed the costs of funding the insolvencies of other
insurance companies by the various state guaranty associations, generally based
on the amount of premium companies collect in that state. The Company accrues
the cost of future guaranty fund assessments based on estimates of insurance
company insolvencies provided by the National Organization of Life and Health
Insurance Guaranty Associations (NOLHGA) and the amount of premiums written in
each state. The guaranty fund assessment liability at December 31, 1999 and 1998
was $17,644,000 and $13,338,000, respectively. The assessment is expected to be
paid over the next five or more years. The related premium tax credit offsets
are $15,339,000 and $11,891,000 at December 31, 1999 and 1998, respectively. The
premium tax credit offsets are expected to be realized over the next five years.

RECLASSIFICATIONS

Certain amounts in the 1997 financial statements have been reclassified to
conform to the 1999 and 1998 presentation.











- --------------------------------------------------------------------------------
Strategic Advantage                            83

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



2. INVESTMENTS

The amortized cost and fair value of investments in fixed maturities and equity
securities are as follows at December 31, 1999 and 1998:


<TABLE>
<CAPTION>
                                                                        DECEMBER 31, 1999
                                              ------------------------------------------------------------------------
                                                      Cost or            Gross              Gross
                                                      amortized         unrealized        unrealized           Fair
                                                        cost              gains             losses             value
                                              ----------------- ------------------ ----------------- -----------------
                                                                      (Dollars in thousands)


<S>                                                  <C>                   <C>              <C>             <C>
Available-for-sale:
   U.S. Treasury securities and obligations
       of U.S. government corporations and
       agencies                                      $   98,354            $    42          $  7,795        $   90,601
   States, municipalities and political
       subdivisions                                      21,412                  -             4,408            17,004
   Public utilities securities                          276,742                272            19,532           257,482
   Debt securities issued by foreign
       governments                                          452                  -                 -               452
   Corporate securities                               1,431,446              4,131            77,293         1,358,284
   Mortgage-backed securities                         1,075,807             24,064            56,493         1,043,378
   Other asset-backed securities                        745,231              7,626            33,635           719,222
   Redeemable preferred stocks                                -                  -                 -                 -
   Derivatives hedging fixed maturities
       (Note 3)                                              41                475                 -               516
                                              ----------------- ------------------ ----------------- -----------------
   Total fixed maturities                             3,649,485             36,610           199,156         3,486,939

   Preferred stocks (nonredeemable)                       2,651                329                24             2,956
   Common stocks                                          2,510              2,573                95             4,988
                                              ----------------- ------------------ ----------------- -----------------
   Total equity securities                                5,161              2,902               119             7,944
                                              ----------------- ------------------ ----------------- -----------------
Total                                                $3,654,646            $39,512          $199,275        $3,494,883
                                              ================= ================== ================= =================
</TABLE>


- --------------------------------------------------------------------------------
Strategic Advantage                            84

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



2. INVESTMENTS (CONTINUED)


<TABLE>
<CAPTION>
                                                                        DECEMBER 31, 1998
                                              ---------------------------------------------------------------------
                                                   Cost or            Gross              Gross
                                                  amortized         unrealized        unrealized           Fair
                                                    cost              gains             losses             value
                                              ----------------- ------------------ ----------------- -----------------
                                                                      (Dollars in thousands)


<S>                                                  <C>                  <C>                <C>            <C>
Available-for-sale:
   U.S. Treasury securities and obligations
       of U.S. government corporations and
       agencies                                      $  166,611           $  3,829           $   589        $  169,851
   States, municipalities and political
       subdivisions                                      23,368                959             1,803            22,524
   Public utilities securities                          172,968              4,885               904           176,949
   Debt securities issued by foreign
       governments                                          952                  -                 -               952
   Corporate securities                               1,251,462             46,292            23,512         1,274,242
   Mortgage-backed securities                         1,132,058             75,159             6,922         1,200,295
   Other asset-backed securities                        635,539             19,968             3,578           651,929
   Redeemable preferred stocks                              312                 42                 -               354
   Derivatives hedging fixed maturities
       (Note 3)                                             312              6,434               312             6,434
                                              ----------------- ------------------ ----------------- -----------------
   Total fixed maturities                             3,383,582            157,568            37,620         3,503,530

   Preferred stocks (nonredeemable)                       4,251                  6                52             4,205
   Common stocks                                          2,510              1,780                95             4,195
                                              ----------------- ------------------ ----------------- -----------------
   Total equity securities                                6,761              1,786               147             8,400
                                              ----------------- ------------------ ----------------- -----------------
Total                                                $3,390,343           $159,354           $37,767        $3,511,930
                                              ================= ================== ================= =================
</TABLE>







- --------------------------------------------------------------------------------
Strategic Advantage                           85

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



2. INVESTMENTS (CONTINUED)

The amortized cost and fair value of investments in fixed maturities at December
31, 1999, by contractual maturity, are shown in the following table (in
thousands). Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.


                                               AMORTIZED
                                                  COST              FAIR VALUE
                                            --------------- --------------------

Available for sale:
   Due in one year or less                    $       9,637        $       9,174
   Due after one year through five years            247,473              245,401
   Due after five years through ten years           749,169              716,715
   Due after ten years                              822,127              752,532
                                            --------------- --------------------
                                                  1,828,406            1,723,822

Mortgage-backed securities                        1,075,807            1,043,379
Other asset-backed securities                       745,231              719,222
Derivatives                                              41                  516
                                            --------------- --------------------
Total available-for-sale                         $3,649,485           $3,486,939
                                            =============== ====================

Changes in unrealized gains (losses) on investments in available-for-sale
securities for the years ended December 31, 1999, 1998 and 1997 are summarized
as follows (in thousands):


<TABLE>
<CAPTION>
                                                                      DECEMBER 31, 1999
                                                 --------------------------------------------------------------
                                                            Fixed                Equity               Total
                                                 -------------------- -------------------- --------------------

<S>                                                         <C>                     <C>               <C>
Gross unrealized gains                                      $  36,610               $2,902            $  39,512
Gross unrealized (losses)                                    (199,156)                (119)            (199,275)
                                                 -------------------- -------------------- --------------------
Net unrealized gains (losses)                                (162,546)               2,783             (159,763)
Deferred income tax                                            56,891                 (974)              55,917
                                                 -------------------- -------------------- --------------------
Net unrealized gains (losses) after taxes                    (105,655)               1,809             (103,846)
Less:
   Balance at beginning of year                                77,966                1,065               79,031
                                                 -------------------- -------------------- --------------------
Change in net unrealized gains
   (losses)                                                 $(183,621)              $  744            $(182,877)
                                                 ==================== ==================== ====================
</TABLE>


- --------------------------------------------------------------------------------
Strategic Advantage                            86

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



2. INVESTMENTS (CONTINUED)



                                                     DECEMBER 31, 1998
                                       ----------------------------------------
                                          Fixed          Equity         Total
                                       ---------- -------------- --------------

Gross unrealized gains                   $157,568         $1,786       $159,354
Gross unrealized (losses)                 (37,620)          (147)       (37,767)
                                       ---------- -------------- --------------
Net unrealized gains                      119,948          1,639        121,587
Deferred income tax                       (41,982)          (574)       (42,556)
                                       ---------- -------------- --------------
Net unrealized gains after taxes           77,966          1,065         79,031
Less:
   Balance at beginning of year            94,470            822         95,292
                                       ---------- -------------- --------------
Change in net unrealized gains
   (losses)                             $ (16,504)       $   243      $ (16,261)
                                       ========== ============== ==============


                                                     DECEMBER 31, 1997
                                       ----------------------------------------
                                         Fixed           Equity        Total
                                       ---------- -------------- --------------

Gross unrealized gains                   $161,625         $1,513       $163,138
Gross unrealized (losses)                 (16,282)          (248)       (16,530)
                                       ---------- -------------- --------------
Net unrealized gains                      145,343          1,265        146,608
Deferred income tax                       (50,873)          (443)       (51,316)
                                       ---------- -------------- --------------
Net unrealized gains after taxes           94,470            822         95,292
Less:
   Balance at beginning of year            71,237            289         71,526
                                       ---------- -------------- --------------
Change in net unrealized gains
   (losses)                              $ 23,233        $   533      $  23,766
                                       ========== ============== ==============


As part of its overall investment management strategy, the Company has entered
into agreements to purchase $140,600,000 in mortgage loans as of December 31,
1999. These agreements were settled during 2000. The Company had no agreements
to sell securities at December 31, 1999.


- --------------------------------------------------------------------------------
Strategic Advantage                            87

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



2. INVESTMENTS (CONTINUED)

Major categories of investment income for the years ended December 31 are
summarized as follows (in thousands):


                                         1999           1998            1997
                                   ------------ -------------- ---------------
Fixed maturities                       $288,694       $278,227        $259,936
Mortgage loans on real estate            66,687         47,567          40,908
Policy loans                             60,284         58,016          56,087
Other investments                         2,068          2,911           3,159
                                   ------------ -------------- ---------------
                                        417,733        386,721         360,090
Investment expenses                     (23,566)       (24,725)        (19,192)
                                   ------------ -------------- ---------------
Net investment income                  $394,167       $361,996        $340,898
                                   ============ ============== ===============

Net realized gains (losses) on investments for the years ended December 31 are
summarized as follows (in thousands):


                                         1999           1998            1997
                                   ------------ -------------- ---------------
Fixed maturities                       $(41,679)      $  9,691         $27,717
Equity securities                           142            168             (57)
Real estate and other                     2,042            959             985
                                   ------------ -------------- ---------------
Net realized gains (losses) on
   investments                         $(39,495)       $10,818         $28,645
                                   ============ ============== ===============

During 1999, 1998 and 1997, fixed maturities and marketable equity securities
available-for-sale were sold with fair values at the date of sale of
$2,300,481,000, $5,018,240,000 and $2,281,886,000, respectively. Gross gains of
$20,117,000, $44,314,000 and $41,017,000 and gross losses of $61,654,000,
$34,455,000 and $13,357,000 were realized on those sales in 1999, 1998 and 1997,
respectively.

At December 31, 1999 and 1998, bonds with an amortized cost of $28,755,000 and
$29,081,000, respectively, were on deposit with various state insurance
departments to meet regulatory requirements.



- --------------------------------------------------------------------------------
Strategic Advantage                            88

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



3. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING

The Company enters into interest rate and currency contracts, including swaps,
caps, floors, and options, to reduce and manage risks, which include the risk of
a change in the value, yield, price, cash flows, exchange rates or quantity of,
or a degree of exposure with respect to, assets, liabilities, or future cash
flows which the Company has acquired or incurred. Hedge accounting practices are
supported by cash flow matching, scenario testing and duration matching.

Interest rate swap agreements generally involve the exchange of fixed and
floating interest payments over the life of the agreement without an exchange of
the underlying principal amount. Currency swap agreements generally involve the
exchange of local and foreign currency payments over the life of the agreements
without an exchange of the underlying principal amount. Interest rate cap and
interest rate floor agreements owned entitle the Company to receive payments to
the extent reference interest rates exceed or fall below strike levels in the
contracts based on the notional amounts.

Premiums paid for the purchase of interest rate contracts are included in other
assets and are being amortized to interest expense over the remaining terms of
the contracts or in a manner consistent with the financial instruments being
hedged. Amounts paid or received, if any, from such contracts are included in
interest expense or income. Accrued amounts payable to or receivable from
counterparties are included in other liabilities or assets.

Gains and losses as a result of early terminations of interest rate contracts
are amortized to investment income over the remaining term of the items being
hedged to the extent the hedge is considered to be effective; otherwise, they
are recognized upon termination.

Interest rate contracts that are matched or otherwise designated to be
associated with other financial instruments are recorded at fair value if the
related financial instruments mature, are sold, or are otherwise terminated or
if the interest rate contracts cease to be effective hedges.

The Company manages the potential credit exposure from interest rate contracts
through careful evaluation of the counterparties' credit standing, collateral
agreements, and master netting agreements.

The Company is exposed to credit loss in the event of nonperformance by
counterparties on interest rate contracts; however, the Company does not
anticipate nonperformance by any of these counterparties. The amount of such
exposure is generally the unrealized gains in such contacts.


- --------------------------------------------------------------------------------
Strategic Advantage                            89

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



3. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
(CONTINUED)

The table below summarizes the Company's interest rate contracts at December 31,
1999 and 1998 (in thousands):


                                                      DECEMBER 31, 1999
                                 ----------------------------------------------
                                 Notional    Amortized       Fair      Balance
                                  amount       cost         value       sheet
                                 ---------- ----------  ----------- -----------


Interest rate contracts:
   Swaps                         $1,340,582    $  (125)     $19,014     $   311
   Swaps--affiliates              1,034,535        125      (18,869)        125
                                 ---------- ----------  ----------- -----------
Total swaps                       2,375,117          -          145         436

   Caps owned                        50,525         80           17          40
   Caps owned--affiliates            20,525        (39)         (17)        (40)
                                 ---------- ----------  ----------- -----------
Total caps owned                     71,050         41            -           -

   Floors owned                      90,500        252          172         332
   Floors owned--affiliates               -          -            -           -
                                 ---------- ----------  ----------- -----------
Total floors owned                   90,500        252          172         332

   Options owned                    302,000      4,000        7,118       4,000
   Options owned--affiliates        277,000     (3,210)      (6,198)     (3,210)
                                 ---------- ----------  ----------- -----------
Total options owned                 579,000        790          920         790
                                 ---------- ----------  ----------- -----------

   Forwards owned                   152,300          -           37           -
   Forwards owned--affiliates       144,300          -          (32)          -
                                 ---------- ----------  ----------- -----------
Total forwards owned                296,600          -            5           -
                                 ---------- ----------  ----------- -----------

Total derivatives                $3,412,267     $1,083     $  1,242      $1,558
                                 ========== ==========  =========== ===========



- --------------------------------------------------------------------------------
Strategic Advantage                           90

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



3. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
(CONTINUED)


                                                DECEMBER 31, 1998
                                  ---------------------------------------------
                                    Notional   Amortized      Fair      Balance
                                     amount      cost        value       sheet
                                  ------------ ---------  ---------- ----------


Interest rate contracts:
   Swaps                           $   767,873   $  (155)    $(2,952)   $(2,952)
   Swaps--affiliates                   734,176       155       5,440      5,440
                                  ------------ ---------  ---------- ----------
Total swaps                          1,502,049         -       2,488      2,488

   Caps owned                          560,000       312          11         11
   Caps owned--affiliates                    -         -           -          -
                                  ------------ ---------  ---------- ----------
Total caps owned                       560,000       312          11         11

   Floors owned                        422,485       (72)      3,768      3,768
   Floors owned--affiliates              8,485        72         167        167
                                  ------------ ---------  ---------- ----------
Total floors owned                     430,970         -       3,935      3,935

   Options owned                       418,300     5,268       2,664      2,664
   Options owned--affiliates           418,300    (5,268)     (2,664)    (2,664)
                                  ------------ ---------  ---------- ----------
Total options owned                    836,600         -           -          -
                                  ------------ ---------  ---------- ----------

   Forwards owned                            -         -           -          -
   Forwards owned--affiliates                -         -           -          -
                                  ------------ ---------  ---------- ----------
Total forwards owned                         -         -           -          -
                                  ------------ ---------  ---------- ----------

Total derivatives                   $3,329,619   $   312     $ 6,434    $ 6,434
                                  ============ =========  ========== ==========

4. CONCENTRATIONS OF CREDIT RISK

At December 31, 1999, the Company held less-than-investment-grade bonds
classified as available-for-sale with a carrying value and market value of
$319,122,000. These holdings amounted to 9.1% of the Company's investments in
fixed maturity securities and 2.8% of total assets. The holdings of
less-than-investment-grade bonds are widely diversified and of satisfactory
quality based on the Company's investment policies and credit standards.

At December 31, 1999, the Company's mortgages involved a concentration of
properties located in Florida (15.2%), Texas (9.9%), and Georgia (6.2%). The
remaining mortgages relate to properties located in 36 other states. The
portfolio is well diversified, covering many different types of income-producing
properties on which the Company has first mortgage liens. The maximum mortgage
outstanding on any individual property is $24,076,000.


- --------------------------------------------------------------------------------
Strategic Advantage                            91

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



5. EMPLOYEE BENEFIT PLANS

PENSION PLANS AND POSTRETIREMENT BENEFITS

The Company has a qualified noncontributory defined benefit retirement plan
covering substantially all employees. In addition, the Company maintains a
non-qualified unfunded Supplemental Employees' Retirement Plan (SERP). In
addition to providing pension plans, the Company provides certain health care
and life insurance benefits for retired employees.

The funded status and the amounts recognized in the balance sheets for the
defined benefit plans and other postretirement benefit plans are as follows (in
thousands):


<TABLE>
<CAPTION>
                                                                         DECEMBER 31
                                                       1999                                             1998
                                      ------------------------------------------      ------------------------------------------
                                        Qualified                     Post-             Qualified                     Post-
                                          plan          SERP        retirement            plan          SERP        retirement
                                      ------------- ------------- --------------      -------------  -----------  --------------

<S>                                        <C>           <C>            <C>                <C>           <C>            <C>
Projected benefit obligation               $(36,352)     $(11,803)      $ (6,256)          $(38,685)     $(8,320)       $ (8,949)
Less plan assets at fair value               50,495             -              -             47,230            -               -
                                      ------------- ------------- --------------      -------------  -----------  --------------
Plan assets in excess (deficient)
   of projected benefit obligation         $ 14,143      $(11,803)      $ (6,256)          $  8,545      $(8,320)       $ (8,949)
                                      ============= ============= ==============      =============  ===========  ==============

Net asset (liability)                      $  1,200      $ (6,501)      $(12,813)          $  1,240      $(4,918)       $(12,044)
                                      ============= ============= ==============      =============  ===========  ==============
</TABLE>

As of December 31, 1999 and 1998, the Company recognized an additional minimum
net liability on the SERP of $2,200,000 and $1,482,000, respectively, as this
plan is unfunded and the actuarial present value of accumulated benefit
obligation exceeds the net pension liability. Prior to 1998, the change in the
additional minimum net liability was reported in net income. Beginning in 1998,
the change in the additional minimum net liability is recorded net of tax as a
component of other comprehensive income directly in stockholder's equity.

- --------------------------------------------------------------------------------
Strategic Advantage                           92

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



5. EMPLOYEE BENEFIT PLANS (CONTINUED)

The net periodic pension cost, employer contributions, plan participant
contributions, and benefits paid for the defined benefit plans are as follows
(in thousands):


<TABLE>
<CAPTION>
                                     1999                              1998                              1997
                         -------------------------------- --------------------------------- ---------------------------------
                         Qualified              Post-       Qualified              Post-       Qualified              Post-
                            plan      SERP    retirement       plan      SERP    retirement       plan      SERP   retirement
                         ---------- -------- ------------ ------------ -------- ----------- ------------- -------- -----------

<S>                          <C>      <C>          <C>            <C>    <C>            <C>          <C>    <C>           <C>
Net periodic pension
   expense                   $   40   $1,971       $1,236         $ 82   $1,109         $893         $607   $1,502        $755
Employer contributions            -      387          467            -      325          218            -      317         198
Plan participants'
   contributions                  -        -           94            -        -           77            -        -          71
Benefits paid                 1,238      387          561          890      325          296          811      317         268
</TABLE>

Assumptions used in accounting for the defined benefit plans as of December 31,
1999, 1998, and 1997 were as follows:


                                                1999        1998        1997
                                               -------- ----------- ------------
Weighted-average discount rate                  8.00%      6.75%       7.25%
Rate of increase in compensation level          5.00%      4.00%       4.25%
Expected long-term rate of return on assets     9.25%      9.50%       9.50%

Plan assets of the defined benefit plans at December 31, 1999 are invested
primarily in U.S. government securities, corporate bonds, mutual funds, mortgage
loans, money market funds and common stock. Certain of the Qualified Plan's
investments are held in the ING-NA Master Trust, which was established in 1998
for the investment of assets of the Plan and several other ING-NA-sponsored
retirement plans.

The annual assumed rate of increase in the per capita cost of covered benefits
(i.e., health care cost trend rate) for the medical plan is 9.5% graded to 5.5%
over eight years. The health care cost trend rate assumption has a significant
effect on the amounts reported. For example, increasing the assumed health care
cost trend rates by one percentage point in each year would increase the
accumulated postretirement benefit obligation for the medical plan as of
December 31, 1999 by $1,217,000 and the aggregate of the service and interest
cost components of net periodic postretirement benefit cost for 1999 by
$235,000. Decreasing the assumed health care cost trend rates by one percentage
point in each year would increase the accumulated postretirement benefit
obligation for the medical plan as of December 31, 1999 by $(981,000)

- --------------------------------------------------------------------------------
Strategic Advantage                            93

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



5. EMPLOYEE BENEFIT PLANS (CONTINUED)

and the aggregate of the service and interest cost components of net periodic
postretirement benefit cost for 1999 by $(185,000).

The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 8.00% at December 31, 1999, 6.75% at
December 31, 1998 and 7.50% at December 31, 1997.

Effective January 1, 2000, the Postretirement Benefit Plan was amended, causing
the Company's current year projected benefit obligation to decrease.

401(K) PLAN

The Security Life of Denver Insurance Company Savings Incentive Plan (the
Savings Plan) is a defined contribution plan which is available to substantially
all home office employees. Participants may make contributions to the plan
through salary reductions up to a maximum of $10,000 for both 1999 and 1998, and
$9,500 for 1997. Such contributions are not currently taxable to the
participants. The Company matches 100% of the first 3% of participants'
contributions, plus 50% of contributions which exceed 3% of participants'
compensation, subject to a maximum matching percentage of 4 1/2% of the
individual's salary. Company matching contributions were $1,423,000 for 1999,
$1,343,000 for 1998, and $1,211,000 for 1997.

Plan assets of the Savings Plan at December 31, 1999 are invested in a group
deposit administration contract (the Contract) with the Company, various stock
funds maintained by the Principal Financial Group, and loans to participants.
The Contract is a policyholder liability of the Company and had a balance of
$28.7 million and $27.8 million at December 31, 1999 and 1998, respectively.
Effective January 1, 2000, the Plan was merged into the ING Savings Plan, a
defined contribution plan sponsored by the Company's parent.

6. SEPARATE ACCOUNTS

Separate account assets and liabilities represent funds segregated by the
Company for the benefit of certain policy and contract holders who bear the
investment risk. Revenues and expenses on the separate account assets and
related liabilities equal the benefits paid to the separate account policy and
contract holders, and are excluded from the amounts reported in the consolidated
statements of income except for benefits paid in excess of policyholder account
values and fees charged for surrender, administration services and mortality
risk.


- --------------------------------------------------------------------------------
Strategic Advantage                            94

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



7. LEASES

In 1997, the Company terminated a significant operating lease agreement relating
to electronic data processing equipment due to outsourcing of computer
operations. The Company incurred $4,819,000 in lease expense in 1997 related to
that agreement prior to termination. The Company does not have any other
significant lease obligations. Total rental expense for all equipment leases was
approximately $0 for the years ended December 31, 1999 and 1998, and $4,993,000
for the year ended December 31, 1997.

8. REINSURANCE

The Company is involved in both ceded and assumed reinsurance with other
companies for the purpose of diversifying risk and limiting exposure on larger
risks. As of December 31, 1999, the Company's retention limit for acceptance of
risk on life insurance policies had been set at various levels up to $3,000,000.
Reinsurance premiums, commissions, and expense reimbursements related to
reinsured business are accounted for on bases consistent with those used in
accounting for the original policies issued and the terms of the reinsurance
contracts. Reserves are based on the terms of the reinsurance contracts, and are
consistent with the risks assumed.

To the extent that the assuming companies become unable to meet their
obligations under these treaties, the Company remains contingently liable to its
policyholders for the portion retroceded. Consequently, allowances are
established for amounts deemed uncollectible. To minimize its exposure to
significant losses from retrocessionaire insolvencies, the Company evaluates the
financial condition of the retrocessionaire and monitors concentrations of
credit risk. The use of reinsurance pools with more than 30 retrocessionaires
from 10 different countries also minimizes the Company's exposure to significant
losses from retrocessionaire insolvencies.

The Company assumes and cedes, on a coinsurance basis, guaranteed investment
contracts (GICs) to and from affiliates under common ownership. As of December
31, 1999, $3.3 billion of an affiliate's invested assets were held in trust
pursuant to these agreements.



- --------------------------------------------------------------------------------
Strategic Advantage                            95

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



8. REINSURANCE (CONTINUED)

These GIC transactions are summarized as follows (in thousands):


<TABLE>
<CAPTION>
                                                                    1999                           1998
                                                       ------------------------------ -------------------------------
                                                                           Policy                           Policy
                                                          Deposits       liabilities      Deposits       liabilities
                                                      ---------------- --------------- --------------- ----------------

<S>                                                         <C>             <C>             <C>              <C>
Direct (nonaffiliated)                                      $1,805,434      $3,787,729      $2,773,952       $3,112,460
Assumed from affiliate:
   Life Insurance Company of Georgia                                 -          97,490               -           97,552
                                                      ---------------- --------------- --------------- ----------------
                                                             1,805,434       3,885,219       2,773,952        3,210,012
Ceded to affiliates:
   Columbine Life Insurance Company                           (129,768)              -      (2,547,743)      (2,696,409)
   Life Insurance Company of Georgia                          (683,100)       (663,325)       (225,083)        (512,477)
   First Columbine Life Insurance Company                     (650,300)     (2,888,079)         (1,126)          (1,126)
                                                      ---------------- --------------- --------------- ----------------
Net                                                         $  342,266      $  333,815      $        -       $        -
                                                      ================ =============== =============== ================
</TABLE>

Ceded GIC policy liabilities totaling $3,551 and $3,210 million as of December
31, 1999 and 1998, respectively, are classified as part of prepaid reinsurance
premiums.

During 1999 and 1998, the Company had ceded blocks of insurance under
reinsurance treaties to provide funds for financial and other purposes. These
reinsurance transactions, generally known as "financial reinsurance," represent
financial arrangements and, in accordance with U.S. GAAP, are not reflected in
the accompanying financial statements except for the risk fees paid to or
received from reinsurers. Financial reinsurance has the effect of increasing
current statutory surplus while reducing future statutory surplus as amounts are
recaptured from reinsurers. During 1998, the Company entered into a new
financial reinsurance contract with an affiliated company.

9. INCOME TAXES

The Company files a consolidated federal income tax return with its parent and
other U.S. affiliates and subsidiaries. The affiliated companies that join in
the filing of the consolidated federal income tax return have an agreement for
the allocation of taxes between members that join in the consolidated return.
The agreement specifies that the separate return payable or the separate return
receivable of each member will be the federal income tax payable or receivable
that the member would have had for the period had it filed a separate return.


- --------------------------------------------------------------------------------
Strategic Advantage                           96

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



9. INCOME TAXES (CONTINUED)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows (in thousands):


                                                          DECEMBER 31
                                                     1999            1998
                                                ------------- ---------------

Deferred tax liabilities:
   Deferred policy acquisition costs                $(344,540)      $(272,970)
   Unrealized gains/losses                                  -         (42,556)
                                                ------------- ---------------
Total deferred tax liabilities                       (344,540)       (315,526)

Deferred tax assets:
   Benefit reserves and surplus relief                 90,895         102,177
   Tax-basis deferred policy acquisition costs         90,508          83,836
   Investment income                                   22,201          13,712
   Unrealized gains                                    55,917               -
   Nonqualified deferred compensation                  14,181          14,667
   Postretirement employee benefits                     2,542           2,501
   Separate accounts                                   26,961          18,775
   Other, net                                          22,656          19,796
                                                ------------- ---------------
Total deferred tax assets                             325,861         255,464
                                                ------------- ---------------
Net deferred tax liabilities                        $ (18,679)      $ (60,062)
                                                ============= ===============

The components of federal income tax expense consist of the following (in
thousands):


                                                 DECEMBER 31
                                     1999             1998             1997
                                 -------------- --------------- ---------------

Current                                 $ 9,399         $24,111         $37,542
Deferred                                 16,934           9,955           9,477
                                 -------------- --------------- ---------------
Federal income tax expense              $26,333         $34,066         $47,019
                                 ============== =============== ===============

The Company's effective income tax rate did not vary significantly from the
statutory federal income tax rate.

- --------------------------------------------------------------------------------
Strategic Advantage                            97

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



9. INCOME TAXES (CONTINUED)

The Company had net income tax payments of $28,723,000 during 1999, $18,283,000
during 1998, and $55,468,000 during 1997 for current income tax payments and
settlements of prior year returns.

The Policyholder's Surplus Account is an accumulation of certain special
deductions for income tax purposes and a portion of the "gains from operations"
which were not subject to current taxation under the Life Insurance Tax Act of
1959. At December 31, 1984, the balance in this account for tax return purposes
was approximately $70,800,000. The Tax Reform Act of 1984 provides that no
further accumulations will be made in this account. If amounts accumulated in
the Policyholder's Surplus Account exceed certain limits, or if distributions to
the stockholder exceed amounts in the Stockholder's Surplus Account, to the
extent of such excess amount or excess distributions, as determined for income
tax purposes, amounts in the Policyholder's Surplus Account would become subject
to income tax at rates in effect at that time. Should this occur, the maximum
tax which would be paid at the current tax rate is $24,780,000. The Company does
not anticipate any such action or foresee any events which would result in such
tax; accordingly, a deferred tax liability has not been established.

10. LONG-TERM DEBT

Long-term indebtedness to related parties for $100,000,000 represents the
cumulative cash draws on a $100,000,000 commitment from ING America Insurance
Holdings, Inc. through December 31, 1999. This subordinated note bears interest
at a variable rate equal to the prevailing rate for 10-year U.S. Treasury Bonds
plus 1/4% adjusted annually.

The repayment of this note requires approval of the Commissioner of Insurance of
the State of Colorado and is payable only out of surplus funds of the Company
and only at such time as the surplus of the Company, after payment is made, does
not fall below the prescribed level.

The principal and interest is scheduled to be repaid in five annual installments
beginning April 15, 2000 and continuing through April 15, 2004, with the option
of prepaying any outstanding principal and accrued interest. As of December 31,
1999, the Company accrued interest of $11,098,000. Upon receiving approval from
the Commissioner of Insurance of the State of Colorado, the Company made a
$5,128,000 payment for accrued interest during 1998. The Company recognized
interest expense of $5,711,000, $5,387,000, and $5,096,000 for the years ended
December 31, 1999, 1998, and 1997, respectively.


- --------------------------------------------------------------------------------
Strategic Advantage                           98

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



10. LONG-TERM DEBT (CONTINUED)

Future minimum payments, assuming a current effective interest rate of 6.65%,
are as follows (in thousands):


                                                TOTAL
YEAR                                           PAYMENTS
- ----------------------------------------- ------------------

2000                                               $  26,838
2001                                                  26,838
2002                                                  26,838
2003                                                  26,838
2004                                                  26,838
                                          ------------------
Total                                                134,190
Less imputed interest                                (34,190)
                                          ------------------
Principal outstanding                               $100,000
                                          ==================

11. STATUTORY ACCOUNTING INFORMATION AND PRACTICES

Security Life and its insurance subsidiaries prepare their statutory-basis
financial statements in accordance with accounting practices prescribed or
permitted by their state of domicile. "Prescribed" statutory accounting
practices include state laws, regulations and general administrative rules, as
well as a variety of publications of the National Association of Insurance
Commissioners (NAIC). "Permitted" statutory accounting practices encompass all
accounting practices that are not prescribed; such practices may differ from
state to state, and from company to company within the state, and may change in
the future.

During 1998, the NAIC completed the process of codifying statutory accounting
practices ("Codification"). Codification will likely change, to some extent,
prescribed statutory accounting practices and may result in changes to the
accounting practices that Security Life uses to prepare its statutory-basis
financial statements. Codification will require adoption by the various states
before it becomes the prescribed statutory basis of accounting for insurance
companies domiciled within those states. Accordingly, before Codification
becomes effective for Security Life, the State of Colorado must adopt
Codification as the prescribed basis of accounting on which domestic insurers
must report their statutory-basis results to the Insurance Department. At this
time it is anticipated that the State of Colorado will adopt Codification.


- --------------------------------------------------------------------------------
Strategic Advantage                           99

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



11. STATUTORY ACCOUNTING INFORMATION AND PRACTICES (CONTINUED)

Prescribed statutory reserve methodology does not fully encompass universal
life-type products. The NAIC, however, has promulgated a Model Regulation
regarding Universal Life Reserves. The Colorado Division of Insurance has not
adopted the regulation, but requires that reserves be held which are at least as
great as those required by Colorado Statutes. The NAIC UL Model Regulation is
used by the Company to provide reserves consistent with the principles of this
article. Because the reserves satisfy the requirements prescribed by the State
of Colorado for the valuation of universal life insurance, the Company is
permitted to compute reserves in accordance with this model regulation.

The NAIC prescribes Risk-Based Capital (RBC) requirements for life/health
insurance companies. At December 31, 1999, the Company exceeded all minimum RBC
requirements.

Combined capital and surplus, determined in accordance with statutory accounting
practices (SAP), was $434,983,000 and $386,607,000 at December 31, 1999 and
1998, respectively. Combined net income, determined in accordance with SAP, was
$18,635,000, $11,712,000, and $22,261,000 for the years ended December 31, 1999,
1998, and 1997, respectively.

Security Life is required to maintain a minimum total statutory capital and
surplus in the state of domicile of $1,500,000. Midwestern United is required to
maintain minimum statutory capital of $200,000 and surplus of $250,000 in the
state of domicile. First ING is required to maintain minimum statutory capital
of $1,000,000 and paid-in surplus of at least 50% of paid-in capital in the
state of domicile. Each company exceeded its respective minimum statutory
capital and surplus requirements at December 31, 1999. Additionally, the amount
of dividends which can be paid by each company to its stockholder without prior
approval of the various state insurance departments is generally limited to the
greater of 10% of statutory surplus or the statutory net gain from operations.





- --------------------------------------------------------------------------------
Strategic Advantage                           100

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



12. FAIR VALUES OF FINANCIAL INSTRUMENTS

In cases where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those techniques
are significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows. In that regard, the derived fair value
estimates cannot be substantiated by comparison to independent markets and, in
many cases, could not be realized in immediate settlement of the instruments.
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Company. Life insurance liabilities that contain
mortality risk and all nonfinancial instruments are excluded from disclosure
requirements. However, the fair values of liabilities under all insurance
contracts are taken into consideration in the Company's overall management of
interest rate risk, such that the Company's exposure to changing interest rates
is minimized through the matching of investment maturities with amounts due
under insurance contracts.


















- --------------------------------------------------------------------------------
Strategic Advantage                           101

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying amounts and fair values of the Company's financial instruments at
December 31, 1999 and 1998 are summarized below (in thousands):


<TABLE>
<CAPTION>
                                                                          DECEMBER 31
                                                          1999                                    1998
                                           ---------------------------------- --- ------------------------------------
                                                  Carrying                               Carrying
                                                  amount          Fair value             amount          Fair value
                                          -----------------------------------    ------------------------------------
<S>                                              <C>               <C>                  <C>                <C>
ASSETS
Fixed maturities (Note 2)                        $3,486,939        $3,486,939           $3,503,530         $3,503,530
Equity securities (Note 2)                            7,944             7,944                8,400              8,400
Mortgage loans                                    1,006,443           975,436              784,108            832,629
Policy loans                                        961,586           961,586              925,623            925,623
Short-term investments                              186,917           186,917                  747                747
Cash                                                 48,630            48,630               31,644             31,644
Indebtedness from
   related parties                                   33,220            33,220                4,339              4,339
Separate account assets                             644,975           644,975              423,474            423,474

LIABILITIES
Supplemental contracts
   without life contingencies                         3,778             3,778                3,966              3,966
Other policyholder funds left
   on deposit                                       431,706           431,706               98,638             98,638
Individual and group
   annuities, net of reinsurance                    149,089           152,824               87,096             86,007
Indebtedness to related
   parties                                           34,231            34,231               13,755             13,755
Long-term debt to related
   parties                                          100,000           100,000              100,000            100,000
Accrued interest on
   long-term debt to related
   parties                                           11,098            11,098                5,387              5,387
Separate account liabilities                        644,975           644,975              423,474            423,474
</TABLE>



- --------------------------------------------------------------------------------
Strategic Advantage                           102

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying values of all other financial instruments approximate their fair
values.

The following methods and assumptions were used by the Company in estimating the
"fair value" disclosures for financial instruments:

    FIXED MATURITIES AND EQUITY SECURITIES: The fair values for fixed maturities
    (including redeemable preferred stocks) are based on quoted market prices,
    where available. For fixed maturities not actively traded, fair values are
    estimated using values obtained from independent pricing services or, in the
    case of private placements and collateralized mortgage obligations and other
    mortgage derivative investments, are estimated by discounting expected
    future cash flows. The discount rates used vary as a function of factors
    such as yield, credit quality and maturity which fall within a range between
    4.2% and 22.9% over the total portfolio. The fair values of equity
    securities are based on quoted market prices.

    MORTGAGE LOANS: Estimated market values for commercial real estate loans are
    generated using a discounted cash flow approach. Loans in good standing are
    discounted using interest rates determined by U.S. Treasury yields on
    December 31 and spreads implied by independent published surveys. The same
    is applied on new loans with similar characteristics. The amortizing
    features of all loans are incorporated in the valuation. Where data on
    option features is available, option values are determined using a binomial
    valuation method, and are incorporated into the mortgage valuation.
    Restructured loans are valued in the same manner; however, these are
    discounted at a greater spread to reflect increased risk.

    All residential loans are valued at their outstanding principal balances,
    which approximate their fair values.

    POLICY LOANS:  The carrying amounts reported in the balance sheets for these
    financial instruments approximate their fair values.

    DERIVATIVE FINANCIAL INSTRUMENTS: Fair values for on-balance-sheet
    derivative financial instruments (caps and floors) and off-balance-sheet
    derivative financial instruments (swaps) are based on broker/dealer
    valuations or on internal discounted cash flow pricing models taking into
    account current cash flow assumptions and the counterparties' credit
    standing.



- --------------------------------------------------------------------------------
Strategic Advantage                           103

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

    OTHER INVESTMENT-TYPE INSURANCE CONTRACTS: The fair values of the Company's
    deferred annuity contracts are estimated based on the cash surrender value.
    The carrying values of other liabilities, including immediate annuities,
    dividend accumulations, supplementary contracts without life contingencies
    and premium deposits, approximate their fair values.

    OFF-BALANCE-SHEET INSTRUMENTS: The Company accepted additional deposits on
    existing synthetic guaranteed investment contracts in the amounts of
    $70,000,000 and $66,480,000 in 1999 and 1998, respectively, from trustees of
    401(k) plans. Pursuant to the terms of these contracts, the trustees own and
    retain the assets related to these contracts. Such contracts had a value of
    $471,380,000 and $433,689,000 at December 31, 1999 and 1998, respectively.
    Under synthetic guaranteed investment contracts, the synthetic issuer may
    assume interest rate risk on individual plan participant initiated
    withdrawals from stable value options of 401(k) plans. Approximately 90% of
    the synthetic guaranteed investment contract book values are on a
    participating basis and have a credited interest rate reset mechanism which
    passes such interest rate risk to plan participants.

    LETTERS OF CREDIT: The Company is the beneficiary of letters of credit
    totaling $198,726,000 which have a market value to the Company of $0 and two
    lines of credit totaling $307,902,000 which have a market value to the
    Company of $0 (see Note 14).

13. COMMITMENTS AND CONTINGENCIES

The Company is a party to pending or threatened lawsuits arising from the normal
conduct of its business. Due to the climate in insurance and business
litigation, suits against the Company sometimes include substantial additional
claims, consequential damages, punitive damages and other similar types of
relief. While it is not possible to forecast the outcome of such litigation, it
is the opinion of management that the disposition of such lawsuits will not have
a material adverse effect on the Company's financial position or interfere with
its operations.






- --------------------------------------------------------------------------------
Strategic Advantage                           104

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


13. COMMITMENTS AND CONTINGENCIES (CONTINUED)

The Company has an accrued liability of $38,000,000 at December 31, 1999 related
to certain potential litigation similar to that faced by other major life
insurers. This litigation relates to sales practices of interest-sensitive
policies. The Company is vigorously defending its position in these cases. While
it is not possible to forecast the outcome of such litigation, it is the opinion
of management that the disposition of such lawsuits will not have a material
adverse effect on the Company's financial position or interfere with its
operations.

14. OTHER FINANCING ARRANGEMENTS

The Company has a $167,902,000 line of credit issued by the Company's parent to
provide short-term liquidity. The Company has an additional non-affiliated line
of credit of $140,000,000, also to provide short-term liquidity, which expires
July 31, 2000. The amount of funds available under this line is reduced by
borrowings of certain affiliates also party to the agreement. The outstanding
borrowings under these agreements were $16,200,000 and $0 at December 31, 1999
and 1998, respectively. The weighted-average balance outstanding of short-term
debt was $13.1 million during 1999. The weighted-average interest rate paid on
this debt during 1999 was 5.20% (see Note 12).

The Company is the beneficiary of letters of credit totaling $198,726,000 that
were established in accordance with the terms of reinsurance agreements. Such
letters of credit are unconditional and irrevocable, and provide for automatic
renewal for the following year at December 31. The letters were unused during
both 1999 and 1998.










- --------------------------------------------------------------------------------
Strategic Advantage                           105

<PAGE>










                                   Financial Statements

                                   Security Life Separate Account L1
                                   of Security Life of Denver
                                   Insurance Company


                                   Years ended December 31, 1999, 1998 and 1997
                                   with Report of Independent Auditors













- --------------------------------------------------------------------------------
Strategic Advantage                            106

<PAGE>



                        Security Life Separate Account L1

                              Financial Statements


                  Years ended December 31, 1999, 1998 and 1997





                                    CONTENTS

Report of Independent Auditors ..............................................108

Audited Financial Statements

Statement of Net Assets .....................................................109
Statement of Operations .....................................................116
Statement of Changes in Net Assets ..........................................126
Notes to Financial Statements ...............................................146





- --------------------------------------------------------------------------------
Strategic Advantage                           107

<PAGE>






                         Report of Independent Auditors

Policyholders
Security Life Separate Account L1 of
    Security Life of Denver Insurance Company

We have audited the accompanying statement of net assets of Security Life
Separate Account L1 of Security Life of Denver Insurance Company (comprising,
respectively, the Neuberger Berman Advisers Management Trust (comprising the
Limited Maturity Bond, Growth and Partners Divisions) ("NB"), the Alger American
Fund (comprising the American Small Capitalization, American MidCap Growth,
American Growth and American Leveraged AllCap Divisions) ("Alger"), the Fidelity
Variable Insurance Products Fund and Variable Insurance Products Fund II
(comprising the Asset Manager, Growth, Overseas, Money Market and Index 500
Divisions) ("Fidelity"), the INVESCO Variable Investment Funds, Inc. (comprising
the Total Return, Equity Income, High Yield, Utilities and Small Company Growth
Divisions) ("INVESCO"), the Van Eck Worldwide Trust (comprising the Worldwide
Hard Assets, Worldwide Bond, Worldwide Emerging Markets and Worldwide Real
Estate Divisions) ("Van Eck") and AIM Advisors, Inc. (comprising the Capital
Appreciation and Government Securities Divisions) ("AIM")) as of December 31,
1999, and the related statements of operations and changes in net assets for
each of the three years in the period then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1999, by
correspondence with the transfer agents. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Security Life Separate Account
L1 at December 31, 1999, and the results of its operations and changes in its
net assets for each of the three years in the period then ended, in conformity
with accounting principles generally accepted in the United States.

                                                           /s/ Ernst & Young LLP
April 7, 2000


- --------------------------------------------------------------------------------
Strategic Advantage                            108

<PAGE>



                        Security Life Separate Account L1

                             Statement of Net Assets

                                December 31, 1999


<TABLE>
<CAPTION>

                                   TOTAL
                                    ALL          TOTAL         TOTAL            TOTAL         TOTAL         TOTAL        TOTAL
                                 DIVISIONS        NB           ALGER          FIDELITY       INVESCO       VAN ECK        AIM
                                 ------------- ------------ -------------  --------------- ------------- ------------ -------------
<S>                               <C>           <C>          <C>              <C>            <C>           <C>          <C>
ASSETS
Investments in mutual funds at
   market value (Note C)          $520,874,988  $53,597,588  $109,451,239     $294,325,533   $44,538,862   $6,258,525   $12,703,241
                                 ------------- ------------ -------------  --------------- ------------- ------------ -------------
Total assets                       520,874,988   53,597,588   109,451,239      294,325,533    44,538,862    6,258,525    12,703,241
                                 ------------- ------------ -------------  --------------- ------------- ------------ -------------

LIABILITIES
Due to (from) Security Life of        (427,980)     (99,394)      (63,161)        (120,210)      (99,549)     (45,652)          (14)
   Denver
                                 ------------- ------------ -------------  --------------- ------------- ------------ -------------
Total Liabilities                     (427,980)     (99,394)      (63,161)        (120,210)      (99,549)     (45,652)          (14)
                                 ------------- ------------ -------------  --------------- ------------- ------------ -------------

Net assets                        $521,302,968  $53,696,982  $109,514,400     $294,445,743   $44,638,411   $6,304,177   $12,703,255
                                 ============= ============ =============  =============== ============= ============ =============

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)         $521,302,968  $53,696,982  $109,514,400     $294,445,743   $44,638,411   $6,304,177   $12,703,255
                                 ------------- ------------ -------------  --------------- ------------- ------------ -------------

TOTAL POLICYHOLDER RESERVES       $521,302,968  $53,696,982  $109,514,400     $294,445,743   $44,638,411   $6,304,177   $12,703,255
                                 ============= ============ =============  =============== ============= ============ =============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           109

<PAGE>


                        Security Life Separate Account L1

                       Statement of Net Assets (continued)

                                December 31, 1999




<TABLE>
<CAPTION>

                                                                              NB
                                           --------------------------------------------------------------------------
                                                 Total              Limited
                                                   NB            Maturity Bond        Growth           Partners
                                           ------------------ ------------------- --------------- -------------------

<S>                                               <C>                 <C>             <C>               <C>
ASSETS
Investments in mutual funds at
   market value (Note C)                          $53,597,588         $11,200,520     $13,066,321         $29,330,747
                                           ------------------ ------------------- --------------- -------------------
Total assets                                       53,597,588          11,200,520      13,066,321          29,330,747
                                           ------------------ ------------------- --------------- -------------------

LIABILITIES
Due to (from) Security Life of Denver                 (99,394)               (308)         (9,833)            (89,253)
                                           ------------------ ------------------- --------------- -------------------
Total Liabilities                                     (99,394)               (308)         (9,833)            (89,253)
                                           ------------------ ------------------- --------------- -------------------

Net assets                                        $53,696,982         $11,200,828     $13,076,154         $29,420,000
                                           ================== =================== =============== ===================

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)                         $53,696,982         $11,200,828     $13,076,154         $29,420,000
                                           ------------------ ------------------- --------------- -------------------

TOTAL POLICYHOLDER RESERVES                       $53,696,982         $11,200,828     $13,076,154         $29,420,000
                                           ================== =================== =============== ===================

Number of divisional units outstanding
   (Note G)                                                           889,159.604     434,338.368       1,212,133.448
                                                              =================== =============== ===================

Value per divisional unit                                                  $12.60          $30.11              $24.27
                                                              =================== =============== ===================
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                          110

<PAGE>


                        Security Life Separate Account L1

                       Statement of Net Assets (continued)

                                December 31, 1999




<TABLE>
<CAPTION>

                                                                              ALGER
                                             --------------------------------------------------------------------------------------
                                                                   American         American                            American
                                                  Total             Small            MidCap         American           Leveraged
                                                  Alger         Capitalization       Growth          Growth             AllCap
                                             ---------------- ------------------ --------------- ---------------- -----------------

<S>                                              <C>               <C>               <C>            <C>                 <C>
ASSETS
Investments in mutual funds at
   market value (Note C)                         $109,451,239        $27,748,150     $17,280,636      $41,361,603       $23,060,850
                                             ---------------- ------------------ --------------- ---------------- -----------------
Total assets                                      109,451,239         27,748,150      17,280,636       41,361,603        23,060,850
                                             ---------------- ------------------ --------------- ---------------- -----------------

LIABILITIES
Due to (from) Security Life of Denver                (63,161)           (31,605)         (6,851)         (21,895)           (2,810)
                                             ---------------- ------------------ --------------- ---------------- -----------------
Total Liabilities                                    (63,161)           (31,605)         (6,851)         (21,895)           (2,810)
                                             ---------------- ------------------ --------------- ---------------- -----------------

Net assets                                       $109,514,400        $27,779,755     $17,287,487      $41,383,498       $23,063,660
                                             ================ ================== =============== ================ =================

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)                        $109,514,400        $27,779,755     $17,287,487      $41,383,498       $23,063,660
                                             ---------------- ------------------ --------------- ---------------- -----------------

TOTAL POLICYHOLDER RESERVES                      $109,514,400        $27,779,755     $17,287,487      $41,383,498       $23,063,660
                                             ================ ================== =============== ================ =================

Number of divisional units outstanding
   (Note G)                                                        1,055,757.484     576,738.314    1,257,371.637       425,281.099
                                                              ================== =============== ================ =================

Value per divisional unit                                                 $26.31          $29.97           $32.91            $54.23
                                                              ================== =============== ================ =================

</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                          111

<PAGE>


                        Security Life Separate Account L1

                       Statement of Net Assets (continued)

                                December 31, 1999




<TABLE>
<CAPTION>
                                                                        FIDELITY
                                     ---------------------------------------------------------------------------------------------
                                         Total         Asset                                            Money
                                       Fidelity       Manager          Growth         Overseas         Market        Index 500
                                     ---------------------------------------------------------------------------------------------

<S>                                   <C>              <C>           <C>              <C>            <C>             <C>
ASSETS
Investments in mutual funds at
   market value (Note C)              $294,325,533     $13,585,360     $58,152,709      $34,884,083    $34,799,038    $152,904,343
                                     ---------------------------------------------------------------------------------------------
Total assets                           294,325,533      13,585,360      58,152,709       34,884,083     34,799,038     152,904,343
                                     ---------------------------------------------------------------------------------------------

LIABILITIES
Due to (from) Security Life of Denver    (120,210)         (5,098)         (5,121)        (100,198)          1,630        (11,423)
                                     ---------------------------------------------------------------------------------------------
Total Liabilities                        (120,210)         (5,098)         (5,121)        (100,198)          1,630        (11,423)
                                     ---------------------------------------------------------------------------------------------

Net assets                            $294,445,743     $13,590,458     $58,157,830      $34,984,281    $34,797,408    $152,915,766
                                     =============================================================================================

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)             $294,445,743     $13,590,458     $58,157,830      $34,984,281    $34,797,408    $152,915,766
                                     ---------------------------------------------------------------------------------------------

TOTAL POLICYHOLDER RESERVES           $294,445,743     $13,590,458     $58,157,830      $34,984,281    $34,797,408    $152,915,766
                                     =============================================================================================

Number of divisional units outstanding
   (Note G)                                            722,717.906   1,676,236.646    1,716,617.627  2,763,648.297   4,772,484.597
                                                  ================================================================================

Value per divisional unit                                   $18.80          $34.70           $20.38         $12.59          $32.04
                                                  ================================================================================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                          112

<PAGE>


                        Security Life Separate Account L1

                       Statement of Net Assets (continued)

                                December 31, 1999




<TABLE>
<CAPTION>

                                                                         INVESCO
                                       ---------------------------------------------------------------------------------------------
                                                                                                                           Small
                                            Total           Total         Equity                                          Company
                                           INVESCO         Return         Income       High Yield       Utilities         Growth
                                       ---------------  -------------- -------------- -------------- ---------------  --------------

<S>                                        <C>             <C>            <C>             <C>             <C>             <C>
ASSETS
Investments in mutual funds at
   market value (Note C)                   $44,538,862     $10,386,525    $16,189,342     $9,419,547      $4,140,713      $4,402,735
                                       ---------------  -------------- -------------- -------------- ---------------  --------------
Total assets                                44,538,862      10,386,525     16,189,342      9,419,547       4,140,713       4,402,735
                                       ---------------  -------------- -------------- -------------- ---------------  --------------

LIABILITIES
Due to (from) Security Life of Denver         (99,549)           (125)       (31,211)        (1,130)           (602)        (66,481)
                                       ---------------  -------------- -------------- -------------- ---------------  --------------
Total Liabilities                             (99,549)           (125)       (31,211)        (1,130)           (602)        (66,481)
                                       ---------------  -------------- -------------- -------------- ---------------  --------------

Net assets                                 $44,638,411     $10,386,650    $16,220,553     $9,420,677      $4,141,315      $4,469,216
                                       ===============  ============== ============== ============== ===============  ==============

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)                  $44,638,411     $10,386,650    $16,220,553     $9,420,677      $4,141,315      $4,469,216
                                       ---------------  -------------- -------------- -------------- ---------------  --------------

TOTAL POLICYHOLDER RESERVES                $44,638,411     $10,386,650    $16,220,553     $9,420,677      $4,141,315      $4,469,216
                                       ===============  ============== ============== ============== ===============  ==============

Number of divisional units outstanding
   (Note G)                                                602,187.614    621,047.937    536,863.946     189,409.984     212,503.210
                                                        ============== ============== ============== ===============  ==============

Value per divisional unit                                       $17.25         $26.12         $17.55          $21.86          $21.03
                                                        ============== ============== ============== ===============  ==============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           113

<PAGE>


                        Security Life Separate Account L1

                       Statement of Net Assets (continued)

                                December 31, 1999




<TABLE>
<CAPTION>

                                                                            VAN ECK
                                            ---------------------------------------------------------------------------------
                                                                Worldwide                       Worldwide        Worldwide
                                                 Total            Hard          Worldwide        Emerging          Real
                                                Van Eck          Assets           Bond           Markets          Estate
                                            ---------------- --------------- ---------------  --------------  ---------------

<S>                                               <C>            <C>              <C>            <C>                <C>
ASSETS
Investments in mutual funds at
   market value (Note C)                          $6,258,525      $2,305,855        $335,746      $3,067,087         $549,837
                                            ---------------- --------------- ---------------  --------------  ---------------
Total assets                                       6,258,525       2,305,855         335,746       3,067,087          549,837
                                            ---------------- --------------- ---------------  --------------  ---------------

LIABILITIES
Due to (from) Security Life of Denver               (45,652)           (223)           1,543        (46,972)                -
                                            ---------------- --------------- ---------------  --------------  ---------------
Total Liabilities                                   (45,652)           (223)           1,543        (46,972)                -
                                            ---------------- --------------- ---------------  --------------  ---------------

Net assets                                        $6,304,177      $2,306,078        $334,203      $3,114,059         $549,837
                                            ================ =============== ===============  ==============  ===============

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)                         $6,304,177      $2,306,078        $334,203      $3,114,059         $549,837
                                            ---------------- --------------- ---------------  --------------  ---------------

TOTAL POLICYHOLDER RESERVES                       $6,304,177      $2,306,078        $334,203      $3,114,059         $549,837
                                            ================ =============== ===============  ==============  ===============

Number of divisional units outstanding
   (Note G)                                                      236,972.429      33,114.078     228,819.195       64,967.173
                                                             =============== ===============  ==============  ===============

Value per divisional unit                                              $9.73          $10.09          $13.61            $8.46
                                                             =============== ===============  ==============  ===============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                         114

<PAGE>


                        Security Life Separate Account L1

                       Statement of Net Assets (continued)

                                December 31, 1999





                                                         AIM
                                         ---------------------------------------
                                             Total      Capital       Government
                                              AIM     Appreciation    Securities
                                         ------------ ------------ -------------

ASSETS
Investments in mutual funds at
   market value (Note C)                  $12,703,241   $5,308,909    $7,394,332
                                         ------------ ------------ -------------
Total assets                               12,703,241    5,308,909     7,394,332
                                         ------------ ------------ -------------

LIABILITIES
Due to (from) Security Life of Denver            (14)         (13)           (1)
                                         ------------ ------------ -------------
Total Liabilities                                (14)         (13)           (1)
                                         ------------ ------------ -------------

Net assets                                $12,703,255   $5,308,922    $7,394,333
                                         ============ ============ =============

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)                 $12,703,255   $5,308,922    $7,394,333
                                         ------------ ------------ -------------

TOTAL POLICYHOLDER RESERVES               $12,703,255   $5,308,922    $7,394,333
                                         ============ ============ =============

Number of divisional units outstanding
   (Note G)                                            323,846.032   715,905.149
                                                      ============ =============

Value per divisional unit                                   $16.39        $10.33
                                                      ============ =============



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                          115

<PAGE>



                        Security Life Separate Account L1

                             Statement of Operations

                          Year Ended December 31, 1999


<TABLE>
<CAPTION>

                                         Total
                                          All          Total          Total         Total          Total         Total        Total
                                       Divisions        NB            Alger       Fidelity        INVESCO       Van Eck        AIM
                                     ------------- -------------  ------------- -------------  ------------- -----------------------

<S>                                    <C>            <C>           <C>           <C>             <C>        <C>          <C>
INVESTMENT INCOME
Dividends from mutual funds            $18,884,169    $2,123,919    $ 7,325,481   $ 7,908,482     $1,183,695 $   30,826      311,766
Less valuation period deductions
    (Note B)                             2,908,885       371,218        557,411     1,629,301        272,130     27,814       51,011
                                     ------------- -------------  ------------- -------------  ------------- ----------  -----------
Net investment income (loss)            15,975,284     1,752,701      6,768,070     6,279,181        911,565      3,012      260,755
                                     ------------- -------------  ------------- -------------  ------------- ----------  -----------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                         18,191,446       557,950      5,023,269    11,358,812      1,094,239     73,144       84,032
Net unrealized gains (losses) on
    investments                         55,998,041     3,797,732     17,500,945    30,152,442      2,135,798  1,374,192    1,036,932
                                     ------------- -------------  ------------- -------------  ------------- ----------  -----------
Net realized and unrealized gains
    (losses) on investments             74,189,487     4,355,682     22,524,214    41,511,254      3,230,037  1,447,336    1,120,964
                                     ------------- -------------  ------------- -------------  ------------- ----------  -----------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS          $90,164,771    $6,108,383    $29,292,284   $47,790,435     $4,141,602 $1,450,348   $1,381,719
                                     ============= =============  ============= =============  ============= ==========  ===========
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           116

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                              NB
                                                  ---------------------------------------------------------------------
                                                        Total            Limited
                                                         NB           Maturity Bond           Growth           Partners
                                                  ---------------------------------  ----------------  ----------------

<S>                                                  <C>                   <C>             <C>               <C>
INVESTMENT INCOME
Dividends from mutual funds                          $2,123,919            $911,596        $  453,085        $  759,238
Less valuation period deductions
    (Note B)                                            371,218             108,699            70,308           192,211
                                                  ---------------------------------  ----------------  ----------------
Net investment income (loss)                          1,752,701             802,897           382,777           567,027
                                                  ---------------------------------  ----------------  ----------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                                         557,950           (293,615)           318,964           532,601
Net unrealized gains (losses) on
    investments                                       3,797,732           (423,477)         3,714,218           506,991
                                                  ---------------------------------  ----------------  ----------------
Net realized and unrealized gains
    (losses) on investments                           4,355,682           (717,092)         4,033,182         1,039,592
                                                  ---------------------------------  ----------------  ----------------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS                        $6,108,383            $ 85,805        $4,415,959        $1,606,619
                                                  =================================  ================  ================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                            117

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                            ALGER
                                          -----------------------------------------------------------------------------------------
                                                               American           American                            American
                                               Total             Small             MidCap           American          Leveraged
                                               Alger        Capitalization         Growth            Growth            AllCap
                                          --------------- ------------------- ----------------  ----------------  -----------------

<S>                                           <C>                  <C>              <C>               <C>                <C>
INVESTMENT INCOME
Dividends from mutual funds                   $ 7,325,481          $2,200,048       $1,636,538        $2,764,203         $  724,692
Less valuation period deductions
    (Note B)                                      557,411             141,734           88,955           233,373             93,349
                                          --------------- ------------------- ----------------  ----------------  -----------------
Net investment income (loss)                    6,768,070           2,058,314        1,547,583         2,530,830            631,343
                                          --------------- ------------------- ----------------  ----------------  -----------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                                 5,023,269              94,825          322,974         2,007,625          2,597,845
Net unrealized gains (losses) on
    investments                                17,500,945           5,993,398        2,015,333         4,584,649          4,907,565
                                          --------------- ------------------- ----------------  ----------------  -----------------
Net realized and unrealized gains
    (losses) on investments                    22,524,214           6,088,223        2,338,307         6,592,274          7,505,410
                                          --------------- ------------------- ----------------  ----------------  -----------------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS                 $29,292,284          $8,146,537       $3,885,890        $9,123,104         $8,136,753
                                          =============== =================== ================  ================  =================
</TABLE>



See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage                           118

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                        FIDELITY
                                     ---------------------------------------------------------------------------------------------
                                          Total           Asset                                          Money
                                        Fidelity         Manager        Growth          Overseas        Market        Index 500
                                     ---------------  ------------- ---------------  -------------- --------------- --------------

<S>                                      <C>             <C>            <C>              <C>             <C>           <C>
INVESTMENT INCOME
Dividends from mutual funds              $ 7,908,482     $  798,528     $ 3,508,501      $  820,014      $1,277,704    $ 1,503,735
Less valuation period deductions
    (Note B)                               1,629,301         83,646         308,868         188,207         188,211        860,369
                                     ---------------  ------------- ---------------  -------------- --------------- --------------
Net investment income (loss)               6,279,181        714,882       3,199,633         631,807       1,089,493        643,366
                                     ---------------  ------------- ---------------  -------------- --------------- --------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                           11,358,812        122,474       7,459,882         553,230               -      3,223,226
Net unrealized gains (losses) on
    investments                           30,152,442        316,538       3,509,953       8,740,414               -     17,585,537
                                     ---------------  ------------- ---------------  -------------- --------------- --------------
Net realized and unrealized gains
    (losses) on investments               41,511,254        439,012      10,969,835       9,293,644               -     20,808,763
                                     ---------------  ------------- ---------------  -------------- --------------- --------------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS            $47,790,435     $1,153,894     $14,169,468      $9,925,451      $1,089,493    $21,452,129
                                     ===============  ============= ===============  ============== =============== ==============
</TABLE>



See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage                            119

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1999



<TABLE>
<CAPTION>

                                                                         INVESCO
                                     -----------------------------------------------------------------------------------------------
                                          Total           Total          Equity                                     Small Company
                                         INVESCO         Return          Income      High Yield      Utilities          Growth
                                     --------------- --------------- --------------- -------------  ------------- ------------------

<S>                                       <C>             <C>             <C>             <C>            <C>              <C>
INVESTMENT INCOME
Dividends from mutual funds               $1,183,695      $  276,071      $  252,055      $618,531       $ 37,038         $        -
Less valuation period deductions
    (Note B)                                 272,130          71,255          97,430        65,338         23,769             14,338
                                     --------------- --------------- --------------- -------------  ------------- ------------------
Net investment income (loss)                 911,565         204,816         154,625       553,193         13,269           (14,338)
                                     --------------- --------------- --------------- -------------  ------------- ------------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                            1,094,239         286,623         506,767     (241,611)        304,911            237,549
Net unrealized gains (losses) on
    investments                            2,135,798       (923,083)         965,264       379,005        179,598          1,535,014
                                     --------------- --------------- --------------- -------------  ------------- ------------------
Net realized and unrealized gains
    (losses) on investments                3,230,037       (636,460)       1,472,031       137,394        484,509          1,772,563
                                     --------------- --------------- --------------- -------------  ------------- ------------------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS             $4,141,602      $(431,644)      $1,626,656      $690,587       $497,778         $1,758,225
                                     =============== =============== =============== =============  ============= ==================
</TABLE>



See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage                           120

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                            VAN ECK
                                           ----------------------------------------------------------------------------------
                                                                                               Worldwide
                                                Total         Worldwide        Worldwide        Emerging        Worldwide
                                               Van Eck       Hard Assets         Bond           Markets        Real Estate
                                           --------------- ---------------  --------------- ---------------- ----------------

<S>                                             <C>               <C>             <C>             <C>               <C>
INVESTMENT INCOME
Dividends from mutual funds                     $   30,826        $ 16,585        $  12,446                -        $   1,795
Less valuation period deductions
    (Note B)                                        27,814          12,646            2,550           10,886            1,732
                                           --------------- ---------------  --------------- ---------------- ----------------
Net investment income (loss)                         3,012           3,939            9,896         (10,886)               63
                                           --------------- ---------------  --------------- ---------------- ----------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                                     73,144       (313,009)         (25,853)          410,384            1,622
Net unrealized gains (losses) on
    investments                                  1,374,192         592,123          (9,920)          809,962         (17,973)
                                           --------------- ---------------  --------------- ---------------- ----------------
Net realized and unrealized gains
    (losses) on investments                      1,447,336         279,114         (35,773)        1,220,346         (16,351)
                                           --------------- ---------------  --------------- ---------------- ----------------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS                   $1,450,348        $283,053        $(25,877)       $1,209,460        $(16,288)
                                           =============== ===============  =============== ================ ================
</TABLE>



See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage                            121

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1999




                                                          AIM
                                        --------------------------------------

                                          Total       Capital      Government
                                           AIM     Appreciation    Securities
                                        ---------- ------------ --------------

INVESTMENT INCOME
Dividends from mutual funds             $  311,766   $  113,467      $ 198,299
Less valuation period deductions
    (Note B)                                51,011       19,289         31,722
                                        ---------- ------------ --------------
Net investment income (loss)               260,755       94,178        166,577
                                        ---------- ------------ --------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                             84,032       92,256        (8,224)
Net unrealized gains (losses) on
    investments                          1,036,932    1,257,369      (220,437)
                                        ---------- ------------ --------------
Net realized and unrealized gains
    (losses) on investments              1,120,964    1,349,625      (228,661)
                                        ---------- ------------ --------------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS           $1,381,719   $1,443,803      $(62,084)
                                        ========== ============ ==============


See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage                            122

<PAGE>



                        Security Life Separate Account L1

                             Statement of Operations

                          Year Ended December 31, 1998


<TABLE>
<CAPTION>

                                        TOTAL
                                         ALL         TOTAL         TOTAL         TOTAL           TOTAL        TOTAL        TOTAL
                                      DIVISIONS        NB          ALGER        FIDELITY        INVESCO      VAN ECK        AIM
                                    -------------- ------------ ------------- -------------- -------------  ------------ -----------

<S>                                    <C>           <C>          <C>            <C>            <C>            <C>          <C>
INVESTMENT INCOME
Dividends from mutual funds            $17,747,833   $4,273,690   $ 4,617,072    $ 6,943,854    $1,625,860     $ 189,620    $ 97,737
Less valuation period deductions
   (Note B)                              1,740,661      291,487       290,412        971,160       162,321        11,393      13,888
                                    -------------- ------------ ------------- -------------- -------------  ------------ -----------
Net investment income (loss)            16,007,172    3,982,203     4,326,660      5,972,694     1,463,539       178,227      83,849
                                    -------------- ------------ ------------- -------------- -------------  ------------ -----------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                           8,536,274      347,823     1,685,294      6,403,348       355,780      (260,570)      4,599
Net unrealized gains (losses) on
   investments                          18,766,977   (2,323,636)    5,825,800     15,230,082       248,681      (368,037)    154,087
                                    -------------- ------------ ------------- -------------- -------------  ------------ -----------
Net realized and unrealized gains
   (losses) on investments              27,303,251   (1,975,813)    7,511,094     21,633,430       604,461      (628,607)    158,686
                                    -------------- ------------ ------------- -------------- -------------  ------------ -----------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS    $43,310,423   $2,006,390   $11,837,754    $27,606,124    $2,068,000     $(450,380)   $242,535
                                    ============== ============ ============= ============== =============  ============ ===========
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                          123
<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                              NB
                                        --------------------------------------------------------------------------------
                                             Total          Limited                         Government
                                              NB           Maturity         Growth           Income         Partners
                                                             Bond
                                        --------------- --------------- ---------------  --------------- ---------------

<S>                                          <C>               <C>           <C>                <C>           <C>
INVESTMENT INCOME
Dividends from mutual funds                  $4,273,690        $409,268      $1,579,109         $136,565      $2,148,748
Less valuation period deductions
   (Note B)                                     291,487          87,183          52,660            3,213         148,431
                                        --------------- --------------- ---------------  --------------- ---------------
Net investment income (loss)                  3,982,203         322,085       1,526,449          133,352       2,000,317
                                        --------------- --------------- ---------------  --------------- ---------------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                                  347,823          10,003        (264,148)         (53,894)        655,862
Net unrealized gains (losses) on
   investments                               (2,323,636)         59,369         (81,576)         (60,954)     (2,240,475)
                                        --------------- --------------- ---------------  --------------- ---------------
Net realized and unrealized gains
   (losses) on investments                   (1,975,813)         69,372        (345,724)        (114,848)     (1,584,613)
                                        --------------- --------------- ---------------  --------------- ---------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS          $2,006,390        $391,457      $1,180,725         $ 18,504      $  415,704
                                        =============== =============== ===============  =============== ===============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                            124

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                           ALGER
                                        ------------------------------------------------------------------------------------
                                                             American          American                         American
                                             Total             Small            MidCap          American        Leveraged
                                             Alger        Capitalization        Growth           Growth          AllCap
                                        ---------------- -----------------  --------------- ---------------- ---------------

<S>                                          <C>                <C>              <C>              <C>             <C>
INVESTMENT INCOME
Dividends from mutual funds                  $ 4,617,072        $1,681,373       $  593,045       $2,196,712      $  145,942
Less valuation period deductions
   (Note B)                                      290,412            95,588           53,316          113,376          28,132
                                        ---------------- -----------------  --------------- ---------------- ---------------
Net investment income (loss)                   4,326,660         1,585,785          539,729        2,083,336         117,810
                                        ---------------- -----------------  --------------- ---------------- ---------------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                                 1,685,294           186,963          316,932          915,872         265,527
Net unrealized gains (losses) on
   investments                                 5,825,800           166,990        1,022,340        3,099,428       1,537,042
                                        ---------------- -----------------  --------------- ---------------- ---------------
Net realized and unrealized gains
   (losses) on investments                     7,511,094           353,953        1,339,272        4,015,300       1,802,569
                                        ---------------- -----------------  --------------- ---------------- ---------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM                     $11,837,754        $1,939,738       $1,879,001       $6,098,636      $1,920,379
OPERATIONS
                                        ================ =================  =============== ================ ===============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           125

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                        FIDELITY
                                    ---------------------------------------------------------------------------------------
                                        Total          Asset                                      Money
                                       Fidelity       Manager        Growth        Overseas       Market       Index 500
                                    -------------- -------------- ------------- -------------- ------------ ---------------

<S>                                    <C>             <C>           <C>            <C>            <C>          <C>
INVESTMENT INCOME
Dividends from mutual funds            $ 6,943,854     $  808,986    $2,663,618     $1,015,626     $830,137     $ 1,625,487
Less valuation period deductions
   (Note B)                                971,160         63,669       183,002        129,504      116,932         478,053
                                    -------------- -------------- ------------- -------------- ------------ ---------------
Net investment income (loss)             5,972,694        745,317     2,480,616        886,122      713,205       1,147,434
                                    -------------- -------------- ------------- -------------- ------------ ---------------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                           6,403,348         20,247     1,534,000        298,379            -       4,550,722
Net unrealized gains (losses) on
   investments                          15,230,082        315,702     4,444,805        707,398            -       9,762,177
                                    -------------- -------------- ------------- -------------- ------------ ---------------
Net realized and unrealized gains
   (losses) on investments              21,633,430        335,949     5,978,805      1,005,777            -      14,312,899
                                    -------------- -------------- ------------- -------------- ------------ ---------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS    $27,606,124     $1,081,266    $8,459,421     $1,891,899     $713,205     $15,460,333
                                    ============== ============== ============= ============== ============ ===============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           126

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                         INVESCO
                                   -------------------------------------------------------------------------------------------
                                        Total           Total         Equity                                   Small Company
                                       INVESCO          Return        Income      High Yield     Utilities         Growth
                                   ---------------- -------------- ------------ -------------- -------------  ----------------

<S>                                      <C>              <C>        <C>              <C>           <C>                <C>
INVESTMENT INCOME
Dividends from mutual funds              $1,625,860       $312,534   $  514,174       $769,805      $ 29,058           $   289
Less valuation period deductions
   (Note B)                                 162,321         40,898       60,678         49,140        10,730               875
                                   ---------------- -------------- ------------ -------------- -------------  ----------------
Net investment income (loss)              1,463,539        271,636      453,496        720,665        18,328              (586)
                                   ---------------- -------------- ------------ -------------- -------------  ----------------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                              355,780        136,473      342,342       (151,382)       35,245            (6,898)
Net unrealized gains (losses) on
   investments                              248,681         73,689      359,519       (541,125)      282,500            74,098
                                   ---------------- -------------- ------------ -------------- -------------  ----------------
Net realized and unrealized gains
   (losses) on investments                  604,461        210,162      701,861       (692,507)      317,745            67,200
                                   ---------------- -------------- ------------ -------------- -------------  ----------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS      $2,068,000       $481,798   $1,155,357       $ 28,158      $336,073           $66,614
                                   ================ ============== ============ ============== =============  ================
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           127

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                         VAN ECK
                                    ---------------------------------------------------------------------------------------------
                                                                        Worldwide                      Worldwide       Worldwide
                                          Total         Worldwide         Hard         Worldwide        Emerging        Real
                                         Van Eck         Balanced        Assets           Bond          Markets        Estate
                                    ----------------- -------------- --------------- --------------  -------------- -------------

<S>                                         <C>              <C>           <C>               <C>           <C>            <C>
INVESTMENT INCOME
Dividends from mutual funds                 $ 189,620        $45,674       $ 143,946         $    -        $      -       $     -
Less valuation period deductions
   (Note B)                                    11,393          1,050           8,170            212           1,736           225
                                    ----------------- -------------- --------------- --------------  -------------- -------------
Net investment income (loss)                  178,227         44,624         135,776           (212)         (1,736)         (225)
                                    ----------------- -------------- --------------- --------------  -------------- -------------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                               (260,570)         4,682        (162,110)           130        (101,436)       (1,836)
Net unrealized gains (losses) on
   investments                               (368,037)       (23,403)       (395,698)         3,953          47,140           (29)
                                    ----------------- -------------- --------------- --------------  -------------- -------------
Net realized and unrealized gains
   (losses) on investments                   (628,607)       (18,721)       (557,808)         4,083         (54,296)       (1,865)
                                    ----------------- -------------- --------------- --------------  -------------- -------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS         $(450,380)       $25,903       $(422,032)        $3,871        $(56,032)      $(2,090)
                                    ================= ============== =============== ==============  ============== =============
</TABLE>



See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage                           128

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1998




                                                           AIM
                                       -----------------------------------------
                                          Total         Capital       Government
                                           AIM       Appreciation     Securities
                                       ------------  -------------  ------------

INVESTMENT INCOME
Dividends from mutual funds            $  97,737       $  27,109       $  70,628
Less valuation period deductions
   (Note B)                               13,888           3,056          10,832
                                       ---------  --------------  --------------
Net investment income (loss)              83,849          24,053          59,796
                                       ---------  --------------  --------------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                             4,599          (3,315)          7,914
Net unrealized gains (losses) on
   investments                           154,087         119,225          34,862
                                       ---------  --------------  --------------
Net realized and unrealized gains
   (losses) on investments               158,686         115,910          42,776
                                       ---------  --------------  --------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS     $242,535        $139,963        $102,572
                                       =========  ==============  ==============


  See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage                           129

<PAGE>



                        Security Life Separate Account L1

                             Statement of Operations

                          Year Ended December 31, 1997


<TABLE>
<CAPTION>

                                          Total
                                           All            Total         Total            Total           Total          Total
                                        Divisions          NB           Alger          Fidelity         INVESCO        Van Eck
                                      --------------  ------------- --------------  --------------- --------------- --------------

<S>                                      <C>             <C>            <C>              <C>             <C>               <C>
INVESTMENT INCOME
Dividends from mutual funds              $ 4,158,702     $  678,740     $  323,895       $2,094,346      $1,039,818        $21,903
Less valuation period deductions
    (Note B)                                 813,630        135,310        141,930          461,022          67,625          7,743
                                      --------------  ------------- --------------  --------------- --------------- --------------
Net investment income (loss)               3,345,072        543,430        181,965        1,633,324         972,193         14,160
                                      --------------  ------------- --------------  --------------- --------------- --------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                            3,199,375        406,286        894,818        1,320,426         523,956         53,889
Net unrealized gains (losses) on
    investments                           10,643,150      2,273,595      1,647,989        6,476,412         298,662        (53,508)
                                      --------------  ------------- --------------  --------------- --------------- --------------
Net realized and unrealized gains
    (losses) on investments               13,842,525      2,679,881      2,542,807        7,796,838         822,618            381
                                      --------------  ------------- --------------  --------------- --------------- --------------

NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING FROM OPERATIONS     $17,187,597     $3,223,311     $2,724,772       $9,430,162      $1,794,811        $14,541
                                      ==============  ============= ==============  =============== =============== ==============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           130

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                              NB
                                          ------------------------------------------------------------------------------------
                                               Total            Limited                          Government
                                                NB           Maturity Bond        Growth           Income         Partners
                                          --------------- ------------------- --------------  ---------------- ---------------

<S>                                            <C>                   <C>            <C>               <C>           <C>
INVESTMENT INCOME
Dividends from mutual funds                    $  678,740            $156,667       $183,497          $ 72,086      $  266,490
Less valuation period deductions
    (Note B)                                      135,310              33,725         24,959            10,366          66,260
                                          --------------- ------------------- --------------  ---------------- ---------------
Net investment income (loss)                      543,430             122,942        158,538            61,720         200,230
                                          --------------- ------------------- --------------  ---------------- ---------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                                   406,286             (20,056)        14,997            25,762         385,583
Net unrealized gains (losses) on
    investments                                 2,273,595             159,151        533,906            26,882       1,553,656
                                          --------------- ------------------- --------------  ---------------- ---------------
Net realized and unrealized gains
    (losses) on investments                     2,679,881             139,095        548,903            52,644       1,939,239
                                          --------------- ------------------- --------------  ---------------- ---------------

NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING FROM OPERATIONS           $3,223,311            $262,037       $707,441          $114,364      $2,139,469
                                          =============== =================== ==============  ================ ===============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           131

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                            ALGER
                                           -----------------------------------------------------------------------------------
                                                               American         American                         American
                                               Total            Small            MidCap         American         Leveraged
                                               Alger        Capitalization       Growth          Growth           AllCap
                                           -------------- ------------------ -------------- ---------------- -----------------

<S>                                            <C>                  <C>            <C>            <C>                 <C>
INVESTMENT INCOME
Dividends from mutual funds                    $  323,895           $218,789       $ 55,945       $   49,161          $      -
Less valuation period deductions
    (Note B)                                      141,930             51,004         28,138           48,785            14,003
                                           -------------- ------------------ -------------- ---------------- -----------------
Net investment income (loss)                      181,965            167,785         27,807              376           (14,003)
                                           -------------- ------------------ -------------- ---------------- -----------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                                   894,818            114,651        228,363          237,727           314,077
Net unrealized gains (losses) on
    investments                                 1,647,989            483,518        246,489          970,056           (52,074)
                                           -------------- ------------------ -------------- ---------------- -----------------
Net realized and unrealized gains
    (losses) on investments                     2,542,807            598,169        474,852        1,207,783           262,003
                                           -------------- ------------------ -------------- ---------------- -----------------

NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING FROM OPERATIONS           $2,724,772           $765,954       $502,659       $1,208,159          $248,000
                                           ============== ================== ============== ================ =================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           132

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                        FIDELITY
                                     -------------------------------------------------------------------------------------
                                         Total         Asset                                       Money
                                       Fidelity       Manager        Growth       Overseas        Market       Index 500
                                     ------------- -------------  ------------- -------------  ------------- -------------

<S>                                     <C>             <C>          <C>             <C>            <C>         <C>
INVESTMENT INCOME
Dividends from mutual funds             $2,094,346      $204,696     $  274,868      $451,874       $764,538    $  398,370
Less valuation period deductions
    (Note B)                               461,022        27,097         91,298        60,714        107,253       174,660
                                     ------------- -------------  ------------- -------------  ------------- -------------
Net investment income (loss)             1,633,324       177,599        183,570       391,160        657,285       223,710
                                     ------------- -------------  ------------- -------------  ------------- -------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                          1,320,426        33,000        662,436       332,544              -       292,446
Net unrealized gains (losses) on
    investments                          6,476,412       350,408      1,347,793      (305,456)             -     5,083,667
                                     ------------- -------------  ------------- -------------  ------------- -------------
Net realized and unrealized gains
    (losses) on investments              7,796,838       383,408      2,010,229        27,088              -     5,376,113
                                     ------------- -------------  ------------- -------------  ------------- -------------

NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING FROM OPERATIONS    $9,430,162      $561,007     $2,193,799      $418,248       $657,285    $5,599,823
                                     ============= =============  ============= =============  ============= =============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                          133

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                           INVESCO
                                          -------------------------------------------------------------------------------
                                               Total           Total           Equity
                                              INVESCO         Return           Income        High Yield      Utilities
                                          --------------- ---------------  --------------- --------------- --------------

<S>                                            <C>               <C>              <C>             <C>            <C>
INVESTMENT INCOME
Dividends from mutual funds                    $1,039,818        $ 76,461         $417,376        $519,369       $ 26,612
Less valuation period deductions
    (Note B)                                       67,625          12,921           27,525          23,478          3,701
                                          --------------- ---------------  --------------- --------------- --------------
Net investment income (loss)                      972,193          63,540          389,851         495,891         22,911
                                          --------------- ---------------  --------------- --------------- --------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                                   523,956          46,241          116,951         269,799         90,965
Net unrealized gains (losses) on
    investments                                   298,662         203,429          324,767        (253,231)        23,697
                                          --------------- ---------------  --------------- --------------- --------------
Net realized and unrealized gains
    (losses) on investments                       822,618         249,670          441,718          16,568        114,662
                                          --------------- ---------------  --------------- --------------- --------------

NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING FROM OPERATIONS           $1,794,811        $313,210         $831,569        $512,459       $137,573
                                          =============== ===============  =============== =============== ==============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           134

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1997



                                                  VAN ECK
                                      ---------------------------------------

                                         Total     Worldwide       Worldwide
                                       Van Eck     Balanced      Hard Assets
                                      ---------  ------------  --------------

INVESTMENT INCOME
Dividends from mutual funds             $21,903      $  9,006        $ 12,897
Less valuation period deductions
    (Note B)                              7,743         3,329           4,414
                                      ---------  ------------  --------------
Net investment income (loss)             14,160         5,677           8,483
                                      ---------  ------------  --------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                          53,889        37,785          16,104
Net unrealized gains (losses) on
    investments                         (53,508)        4,122         (57,630)
                                      ---------  ------------  --------------
Net realized and unrealized gains
    (losses) on investments                 381        41,907         (41,526)
                                      ---------  ------------  --------------

NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING FROM OPERATIONS    $14,541       $47,584        $(33,043)
                                      =========  ============  ==============


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                            135

<PAGE>



                        Security Life Separate Account L1

                       Statement of Changes in Net Assets

                          Year Ended December 31, 1999


<TABLE>
<CAPTION>

                                     Total
                                      All            Total         Total         Total          Total       Total          Total
                                   Divisions           NB          Alger        Fidelity       INVESCO     Van Eck          AIM
                                 ------------- -------------- -------------- ------------- ------------- ----------- --------------

<S>                               <C>             <C>           <C>           <C>            <C>          <C>           <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)      $15,975,284     $ 1,752,701   $  6,768,070  $  6,279,181   $   911,565  $    3,012    $   260,755
Net realized gains (losses) on
  investments                       18,191,446        557,950      5,023,269    11,358,812     1,094,239      73,144         84,032
Net unrealized gains (losses) on
  investments                       55,998,041      3,797,732     17,500,945    30,152,442     2,135,798   1,374,192      1,036,932
                                 ------------- -------------- -------------- ------------- ------------- ----------- --------------
Increase in net assets from
  operations                        90,164,771      6,108,383     29,292,284    47,790,435     4,141,602   1,450,348      1,381,719
                                 ------------- -------------- -------------- ------------- ------------- ----------- --------------

CHANGES FROM PRINCIPAL
  TRANSACTIONS
Net premiums                       162,042,407      9,691,552     19,246,531   115,810,413    12,770,723   1,311,620      3,211,568
Cost of insurance and
  administrative charges           (20,649,015)    (2,172,531)    (3,837,369)  (11,622,709)   (2,460,819)   (173,456)      (382,131)
Benefit payments                      (542,037)             -              -      (542,037)            -           -              -
Surrenders                         (15,066,657)    (1,529,928)    (3,447,763)   (7,887,081)   (1,567,128)    (33,331)      (601,426)
Net transfers among divisions
  (including the loan division
  and guaranteed interest
  division in the general
  account)                              91,435     (5,513,893)    13,797,533   (17,535,989)    2,140,348   1,919,235      5,284,201
Other                                  231,958         45,648         34,663       146,782       (17,068)     12,762          9,171
                                 ------------- -------------- -------------- ------------- ------------- ----------- --------------
Increase from principal
  transactions                     126,108,091        520,848     25,793,595    78,369,379    10,866,056   3,036,830      7,521,383
                                 ------------- -------------- -------------- ------------- ------------- ----------- --------------

Total increase in net assets       216,272,862      6,629,231     55,085,879   126,159,814    15,007,658   4,487,178      8,903,102

Net assets at beginning of year    305,030,106     47,067,751     54,428,521   168,285,929    29,630,753   1,816,999      3,800,153
                                 ------------- -------------- -------------- ------------- ------------- ----------- --------------

Net assets at end of year         $521,302,968    $53,696,982   $109,514,400  $294,445,743   $44,638,411  $6,304,177    $12,703,255
                                 ============= ============== ============== ============= ============= =========== ==============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           136

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1999


<TABLE>
<CAPTION>

                                                                              NB
                                             --------------------------------------------------------------------------
                                                      Total          Limited
                                                        NB        Maturity Bond           Growth             Partners
                                             ------------------ ---------------  ------------------  ------------------

<S>                                                 <C>             <C>                 <C>                 <C>
INCREASE IN NET ASSETS

OPERATIONS
Net investment income (loss)                        $ 1,752,701     $   802,897         $   382,777         $   567,027
Net realized gains (losses) on
   investments                                          557,950        (293,615)            318,964             532,601
Net unrealized gains (losses) on
   investments                                        3,797,732        (423,477)          3,714,218             506,991
                                             ------------------ ---------------  ------------------  ------------------
Increase in net assets from
   operations                                         6,108,383          85,805           4,415,959           1,606,619
                                             ------------------ ---------------  ------------------  ------------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                          9,691,552       2,691,658           1,968,259           5,031,635
Cost of insurance and
   administrative charges                            (2,172,531)       (532,487)           (382,030)         (1,258,014)
Benefit payments
Surrenders                                           (1,529,928)     (1,033,731)           (175,255)           (320,942)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                              (5,513,893)     (5,610,959)         (1,798,195)          1,895,261
Other                                                    45,648          22,193              21,256               2,199
                                             ------------------ ---------------  ------------------  ------------------
Increase from principal
   transactions                                         520,848      (4,463,326)           (365,965)          5,350,139
                                             ------------------ ---------------  ------------------  ------------------

Total increase in net assets                          6,629,231      (4,377,521)          4,049,994           6,956,758

Net assets at beginning of year                      47,067,751      15,578,349           9,026,160          22,463,242
                                             ------------------ ---------------  ------------------  ------------------

Net assets at end of year                           $53,696,982     $11,200,828         $13,076,154         $29,420,000
                                             ================== ===============  ==================  ==================
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           137

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                           ALGER
                                      ------------------------------------------------------------------------------------------
                                                             American           American                           American
                                            Total              Small             MidCap           American         Leveraged
                                            Alger         Capitalization         Growth            Growth           AllCap
                                      ------------------ -----------------  ----------------  ---------------- -----------------

<S>                                         <C>                <C>               <C>               <C>               <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                $  6,768,070       $ 2,058,314       $ 1,547,583       $ 2,530,830       $   631,343
Net realized gains (losses) on
   investments                                 5,023,269            94,825           322,974         2,007,625         2,597,845
Net unrealized gains (losses) on
   investments                                17,500,945         5,993,398         2,015,333         4,584,649         4,907,565
                                      ------------------ -----------------  ----------------  ---------------- -----------------
Increase in net assets from
   operations                                 29,292,284         8,146,537         3,885,890         9,123,104         8,136,753
                                      ------------------ -----------------  ----------------  ---------------- -----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                  19,246,531         4,618,903         3,508,936         7,654,291         3,464,401
Cost of insurance and
   administrative charges                     (3,837,369)         (957,053)         (661,896)       (1,597,077)         (621,343)
Benefit payments
Surrenders                                    (3,447,763)         (986,740)         (286,174)       (1,594,894)         (579,955)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                       13,797,533         1,461,610         1,637,697         4,904,801         5,793,425
Other                                             34,663            (6,873)          (17,173)          (10,341)           69,050
                                      ------------------ -----------------  ----------------  ---------------- -----------------
Increase from principal
   transactions                               25,793,595         4,129,847         4,181,390         9,356,780         8,125,578
                                      ------------------ -----------------  ----------------  ---------------- -----------------

Total increase in net assets                  55,085,879        12,276,384         8,067,280        18,479,884        16,262,331

Net assets at beginning of year               54,428,521        15,503,371         9,220,207        22,903,614         6,801,329
                                      ------------------ -----------------  ----------------  ---------------- -----------------

Net assets at end of year                   $109,514,400       $27,779,755       $17,287,487       $41,383,498       $23,063,660
                                      ================== =================  ================  ================ =================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           138

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                        FIDELITY
                                  -----------------------------------------------------------------------------------------------
                                       Total           Asset                                         Money
                                     Fidelity         Manager         Growth        Overseas         Market         Index 500
                                  --------------- --------------- -------------- --------------- --------------  ----------------

<S>                                  <C>              <C>            <C>             <C>            <C>              <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)        $   6,279,181     $   714,882    $ 3,199,633     $   631,807    $ 1,089,493      $    643,366
Net realized gains (losses) on
   investments                         11,358,812         122,474      7,459,882         553,230              -         3,223,226
Net unrealized gains (losses) on
   investments                         30,152,442         316,538      3,509,953       8,740,414              -        17,585,537
                                  --------------- --------------- -------------- --------------- --------------  ----------------
Increase in net assets from
   operations                          47,790,435       1,153,894     14,169,468       9,925,451      1,089,493        21,452,129
                                  --------------- --------------- -------------- --------------- --------------  ----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                          115,810,413       3,791,052      9,969,268       5,963,624     62,143,060        33,943,409
Cost of insurance and
   administrative charges             (11,622,709)       (604,489)    (1,912,531)     (1,071,163)    (2,273,369)       (5,761,157)
Benefit payments                         (542,037)              -              -               -       (542,037)                -
Surrenders                             (7,887,081)       (641,428)    (1,308,922)     (1,227,419)    (1,281,819)       (3,427,493)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)               (17,535,989)       (349,280)     4,285,808         788,107    (42,741,942)       20,481,318
Other                                     146,782           3,430         54,597          23,794         (8,230)           73,191
                                  --------------- --------------- -------------- --------------- --------------  ----------------
Increase from principal
   transactions                        78,369,379       2,199,285     11,088,220       4,476,943     15,295,663        45,309,268
                                  --------------- --------------- -------------- --------------- --------------  ----------------

Total increase in net assets          126,159,814       3,353,179     25,257,688      14,402,394     16,385,156        66,761,397

Net assets at beginning of year       168,285,929      10,237,279     32,900,142      20,581,887     18,412,252        86,154,369
                                  --------------- --------------- -------------- --------------- --------------  ----------------

Net assets at end of year            $294,445,743     $13,590,458    $58,157,830     $34,984,281    $34,797,408      $152,915,766
                                  =============== =============== ============== =============== ==============  ================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           139

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                         INVESCO
                                         ------------------------------------------------------------------------------------------
                                            Total           Total          Equity                                      Small Company
                                           INVESCO         Return          Income        High Yield       Utilities       Growth
                                         ----------- --------------- --------------- ---------------  -------------- --------------

<S>                                      <C>             <C>             <C>              <C>             <C>            <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)             $   911,565     $   204,816     $   154,625      $  553,193      $   13,269     $  (14,338)
Net realized gains (losses) on
   investments                             1,094,239         286,623         506,767        (241,611)        304,911        237,549
Net unrealized gains (losses) on
   investments                             2,135,798        (923,083)        965,264         379,005         179,598      1,535,014
                                         ----------- --------------- --------------- ---------------  -------------- --------------
Increase (decrease) in net assets from
   operations                              4,141,602        (431,644)      1,626,656         690,587         497,778      1,758,225
                                         ----------- --------------- --------------- ---------------  -------------- --------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                              12,770,723       4,580,034       4,374,844       1,987,501       1,127,118        701,226
Cost of insurance and
   administrative charges                 (2,460,819)       (764,047)       (922,117)       (471,532)       (198,877)      (104,246)
Benefit payments
Surrenders                                (1,567,128)       (239,246)       (333,959)       (155,182)       (820,016)       (18,725)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                    2,140,348        (854,496)        643,961        (518,177)      1,491,088      1,377,972
Other                                        (17,068)         (9,279)        (21,837)          4,698           3,264          6,086
                                         ----------- --------------- --------------- ---------------  -------------- --------------
Increase from principal
   transactions                           10,866,056       2,712,966       3,740,892         847,308       1,602,577      1,962,313
                                         ----------- --------------- --------------- ---------------  -------------- --------------

Total increase in net assets              15,007,658       2,281,322       5,367,548       1,537,895       2,100,355      3,720,538

Net assets at beginning of year           29,630,753       8,105,328      10,853,005       7,882,782       2,040,960        748,678
                                         ----------- --------------- --------------- ---------------  -------------- --------------

Net assets at end of year                $44,638,411     $10,386,650     $16,220,553      $9,420,677      $4,141,315     $4,469,216
                                         =========== =============== =============== ===============  ============== ==============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                            140

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                            VAN ECK
                                          ---------------------------------------------------------------------------------
                                                             Worldwide                        Worldwide        Worldwide
                                               Total           Hard           Worldwide        Emerging          Real
                                              Van Eck         Assets            Bond           Markets          Estate
                                          --------------- ---------------  --------------- ---------------- ---------------

<S>                                            <C>             <C>                <C>            <C>               <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                   $    3,012      $    3,939         $  9,896       $  (10,886)       $     63
Net realized gains (losses) on
   investments                                     73,144        (313,009)         (25,853)         410,384           1,622
Net unrealized gains (losses) on
   investments                                  1,374,192         592,123           (9,920)         809,962         (17,973)
                                          --------------- ---------------  --------------- ---------------- ---------------
Increase (decrease) in net assets from
   operations                                   1,450,348         283,053          (25,877)       1,209,460         (16,288)
                                          --------------- ---------------  --------------- ---------------- ---------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                    1,311,620         441,045          253,322          416,537         200,716
Cost of insurance and
   administrative charges                        (173,456)        (86,064)         (17,509)         (56,532)        (13,351)
Benefit payments
Surrenders                                        (33,331)        (23,325)               -           (5,545)         (4,461)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                         1,919,235         602,367          (80,721)       1,091,100         306,489
Other                                              12,762          15,247             (819)          (2,117)            451
                                          --------------- ---------------  --------------- ---------------- ---------------
Increase from principal
   transactions                                 3,036,830         949,270          154,273        1,443,443         489,844
                                          --------------- ---------------  --------------- ---------------- ---------------

Total increase in net assets                    4,487,178       1,232,323          128,396        2,652,903         473,556

Net assets at beginning of year                 1,816,999       1,073,755          205,807          461,156          76,281
                                          --------------- ---------------  --------------- ---------------- ---------------

Net assets at end of year                      $6,304,177      $2,306,078         $334,203       $3,114,059        $549,837
                                          =============== ===============  =============== ================ ===============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                            141

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1999




                                                          AIM
                                        --------------------------------------
                                            Total      Capital      Government
                                             AIM     Appreciation   Securities
                                        ------------ ------------- -----------

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)             $   260,755    $   94,178  $  166,577
Net realized gains (losses) on
   investments                                84,032        92,256      (8,224)
Net unrealized gains (losses) on
   investments                             1,036,932     1,257,369    (220,437)
                                        ------------ ------------- -----------
Increase (decrease) in net assets from
   operations                              1,381,719     1,443,803     (62,084)
                                        ------------ ------------- -----------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                               3,211,568     1,497,094   1,714,474
Cost of insurance and
   administrative charges                   (382,131)     (216,619)   (165,512)
Benefit payments
Surrenders                                  (601,426)      (18,584)   (582,842)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                    5,284,201     1,391,719   3,892,482
Other                                          9,171         7,073       2,098
                                        ------------ ------------- -----------
Increase from principal
   transactions                            7,521,383     2,660,683   4,860,700
                                        ------------ ------------- -----------

Total increase in net assets               8,903,102     4,104,486   4,798,616

Net assets at beginning of year            3,800,153     1,204,436   2,595,717
                                        ------------ ------------- -----------

Net assets at end of year                $12,703,255    $5,308,922  $7,394,333
                                        ============ ============= ===========

See accompanying notes.

- --------------------------------------------------------------------------------
Strategic Advantage                           142

<PAGE>



                        Security Life Separate Account L1

                       Statement of Changes in Net Assets

                          Year Ended December 31, 1998


<TABLE>
<CAPTION>

                                      Total
                                       All           Total        Total         Total          Total        Total       Total
                                    Divisions         NB          Alger        Fidelity       INVESCO      Van Eck       AIM
                                    ------------ ----------------------------------------- ------------- ------------------------

<S>                                 <C>            <C>           <C>          <C>            <C>           <C>         <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)        $ 16,007,172   $ 3,982,203   $ 4,326,660  $  5,972,694   $ 1,463,539   $  178,227  $   83,849
Net realized gains (losses) on
   investments                         8,536,274       347,823     1,685,294     6,403,348       355,780     (260,570)      4,599
Net unrealized gains (losses) on
   investments                        18,766,977    (2,323,636)    5,825,800    15,230,082       248,681     (368,037)    154,087
                                    ------------ ----------------------------------------- ------------- ------------------------
Increase (decrease) in net assets
   from operations                    43,310,423     2,006,390    11,837,754    27,606,124     2,068,000     (450,380)    242,535
                                    ------------ ----------------------------------------- ------------- ------------------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                         128,820,440    12,563,792    13,089,164    92,335,231     8,092,294      875,501   1,864,458
Cost of insurance and
   administrative charges            (14,458,798)   (2,063,802)   (2,525,683)   (8,200,381)   (1,481,570)    (108,634)    (78,728)
Benefit payments                        (306,862)      (11,220)      (26,492)     (259,989)       (9,161)           -           -
Surrenders                           (10,842,736)     (725,767)     (859,454)   (8,654,377)     (586,533)     (15,198)     (1,407)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)               (3,936,799)    8,461,193     4,831,250   (25,231,056)    6,011,967      216,552   1,773,295
Other                                    (41,582)      (87,331)      (18,626)       54,208         9,107        1,060           -
                                    ------------ ----------------------------------------- ------------- ------------------------
Increase (decrease) from principal
   transactions                       99,233,663    18,136,865    14,490,159    50,043,636    12,036,104      969,281   3,557,618
                                    ------------ ----------------------------------------- ------------- ------------------------

Total increase (decrease) in net
   assets                            142,544,086    20,143,255    26,327,913    77,649,760    14,104,104      518,901   3,800,153

Net assets at beginning of year      162,486,020    26,924,496    28,100,608    90,636,169    15,526,649    1,298,098           -
                                    ------------ ----------------------------------------- ------------- ------------------------

Net assets at end of year           $305,030,106   $47,067,751   $54,428,521  $168,285,929   $29,630,753   $1,816,999  $3,800,153
                                    ============ ========================================= ============= ========================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           143

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998



<TABLE>
<CAPTION>

                                                                              NB
                                          -----------------------------------------------------------------------------------------
                                                Total             Limited                           Government
                                                 NB            Maturity Bond         Growth           Income          Partners
                                          ----------------- ------------------- ---------------- ----------------  ----------------

<S>                                             <C>                 <C>               <C>                <C>            <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                    $ 3,982,203         $   322,085       $1,526,449         $133,352       $ 2,000,317
Net realized gains (losses) on
   investments                                      347,823              10,003         (264,148)         (53,894)          655,862
Net unrealized gains (losses) on
   investments                                   (2,323,636)             59,369          (81,576)         (60,954)       (2,240,475)
                                          ----------------- ------------------- ---------------- ----------------  ----------------
Increase (decrease) in net assets
   from operations                                2,006,390             391,457        1,180,725           18,504           415,704
                                          ----------------- ------------------- ---------------- ----------------  ----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                     12,563,792           3,839,599        2,578,265           31,593         6,114,335
Cost of insurance and
   administrative charges                        (2,063,802)           (492,782)        (393,894)         (14,839)       (1,162,287)
Benefit payments                                    (11,220)                  -                -                -           (11,220)
Surrenders                                         (725,767)            (15,922)        (419,497)          (3,243)         (287,105)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                           8,461,193           5,212,588          513,663         (894,126)        3,629,068
Other                                               (87,331)            (31,757)           3,226          (31,566)          (27,234)
                                          ----------------- ------------------- ---------------- ----------------  ----------------
Increase (decrease) from principal
   transactions                                  18,136,865           8,511,726        2,281,763         (912,181)        8,255,557
                                          ----------------- ------------------- ---------------- ----------------  ----------------

Total increase (decrease) in net assets          20,143,255           8,903,183        3,462,488         (893,677)        8,671,261

Net assets at beginning of year                  26,924,496           6,675,166        5,563,672          893,677        13,791,981
                                          ----------------- ------------------- ---------------- ----------------  ----------------

Net assets at end of year                       $47,067,751         $15,578,349       $9,026,160         $      -       $22,463,242
                                          ================= =================== ================ ================  ================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           144

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                           ALGER
                                          ----------------------------------------------------------------------------------------
                                                                 American         American                            American
                                                Total             Small            MidCap           American         Leveraged
                                                Alger         Capitalization       Growth            Growth            AllCap
                                          ----------------- ------------------ ---------------  ----------------  ----------------

<S>                                             <C>                <C>              <C>              <C>                <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                    $ 4,326,660        $ 1,585,785      $  539,729       $ 2,083,336        $  117,810
Net realized gains (losses) on
   investments                                    1,685,294            186,963         316,932           915,872           265,527
Net unrealized gains (losses) on
   investments                                    5,825,800            166,990       1,022,340         3,099,428         1,537,042
                                          ----------------- ------------------ ---------------  ----------------  ----------------
Increase (decrease) in net assets
   from operations                               11,837,754          1,939,738       1,879,001         6,098,636         1,920,379
                                          ----------------- ------------------ ---------------  ----------------  ----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                     13,089,164          4,154,774       2,573,424         5,298,963         1,062,003
Cost of insurance and
   administrative charges                        (2,525,683)          (803,988)       (473,224)         (989,260)         (259,211)
Benefit payments                                    (26,492)           (14,248)        (12,244)                -                 -
Surrenders                                         (859,454)          (196,345)       (376,263)         (216,867)          (69,979)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                           4,831,250            (35,168)        528,261         3,094,366         1,243,791
Other                                               (18,626)              (504)        (14,286)            1,597            (5,433)
                                          ----------------- ------------------ ---------------  ----------------  ----------------
Increase (decrease) from principal
   transactions                                  14,490,159          3,104,521       2,225,668         7,188,799         1,971,171
                                          ----------------- ------------------ ---------------  ----------------  ----------------

Total increase (decrease) in net assets          26,327,913          5,044,259       4,104,669        13,287,435         3,891,550

Net assets at beginning of year                  28,100,608         10,459,112       5,115,538         9,616,179         2,909,779
                                          ----------------- ------------------ ---------------  ----------------  ----------------

Net assets at end of year                       $54,428,521        $15,503,371      $9,220,207       $22,903,614        $6,801,329
                                          ================= ================== ===============  ================  ================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           145

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                        FIDELITY
                                      ---------------------------------------------------------------------------------------------
                                           Total           Asset                                          Money
                                         Fidelity         Manager         Growth         Overseas        Market        Index 500
                                      ---------------  -------------- --------------- -------------- --------------- --------------

<S>                                      <C>              <C>             <C>            <C>             <C>            <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)             $  5,972,694     $   745,317     $ 2,480,616    $   886,122     $   713,205    $ 1,147,434
Net realized gains (losses) on
   investments                              6,403,348          20,247       1,534,000        298,379               -      4,550,722
Net unrealized gains (losses) on
   investments                             15,230,082         315,702       4,444,805        707,398               -      9,762,177
                                      ---------------  -------------- --------------- -------------- --------------- --------------
Increase (decrease) in net assets
   from operations                         27,606,124       1,081,266       8,459,421      1,891,899         713,205     15,460,333
                                      ---------------  -------------- --------------- -------------- --------------- --------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                               92,335,231       2,713,832       8,443,426      5,709,711      55,421,815     20,046,447
Cost of insurance and
   administrative charges                  (8,200,381)       (490,838)     (1,358,671)      (939,010)     (1,769,895)    (3,641,967)
Benefit payments                             (259,989)              -          (8,890)        (8,379)       (240,733)        (1,987)
Surrenders                                 (8,654,377)       (652,157)     (2,494,098)      (438,536)     (2,335,262)    (2,734,324)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                   (25,231,056)      1,440,884       1,798,160      2,169,798     (48,429,964)    17,790,066
Other                                          54,208           7,219         (14,128)       (29,375)         39,827         50,665
                                      ---------------  -------------- --------------- -------------- --------------- --------------
Increase (decrease) from principal
   transactions                            50,043,636       3,018,940       6,365,799      6,464,209       2,685,788     31,508,900
                                      ---------------  -------------- --------------- -------------- --------------- --------------

Total increase (decrease) in net assets    77,649,760       4,100,206      14,825,220      8,356,108       3,398,993     46,969,233

Net assets at beginning of year            90,636,169       6,137,073      18,074,922     12,225,779      15,013,259     39,185,136
                                      ---------------  -------------- --------------- -------------- --------------- --------------

Net assets at end of year                $168,285,929     $10,237,279     $32,900,142    $20,581,887     $18,412,252    $86,154,369
                                      ===============  ============== =============== ============== =============== ==============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           146

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                         INVESCO
                                     --------------------------------------------------------------------------------------------
                                                                                                                        Small
                                         Total           Total          Equity                                         Company
                                        INVESCO          Return         Income         High Yield      Utilities       Growth
                                     --------------  -------------- ---------------  -------------- --------------- -------------

<S>                                     <C>              <C>            <C>              <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)            $ 1,463,539      $  271,636     $   453,496      $   720,665     $   18,328      $   (586)
Net realized gains (losses) on
   investments                              355,780         136,473         342,342        (151,382)         35,245        (6,898)
Net unrealized gains (losses) on
   investments                              248,681          73,689         359,519        (541,125)        282,500        74,098
                                     --------------  -------------- ---------------  -------------- --------------- -------------
Increase (decrease) in net assets
   from operations                        2,068,000         481,798       1,155,357          28,158         336,073        66,614
                                     --------------  -------------- ---------------  -------------- --------------- -------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                              8,092,294       2,104,849       3,170,236       2,297,048         435,105        85,056
Cost of insurance and
   administrative charges                (1,481,570)       (425,176)       (567,563)       (389,895)        (87,692)      (11,244)
Benefit payments                             (9,161)              -          (9,161)              -               -             -
Surrenders                                 (586,533)        (56,509)       (192,220)       (329,292)         (8,210)         (302)
Net transfers among divisions
   (including the loan division and
   Guaranteed interest division in
   the general account)                   6,011,967       2,955,200       1,315,595         931,519         201,017       608,636
Other                                         9,107             556          22,617         (18,840)          4,856           (82)
                                     --------------  -------------- ---------------  -------------- --------------- -------------
Increase (decrease) from principal
   transactions                          12,036,104       4,578,920       3,739,504       2,490,540         545,076       682,064
                                     --------------  -------------- ---------------  -------------- --------------- -------------

Total increase (decrease) in net assets  14,104,104       5,060,718       4,894,861       2,518,698         881,149       748,678

Net assets at beginning of year          15,526,649       3,044,610       5,958,144       5,364,084       1,159,811             -
                                     --------------  -------------- ---------------  -------------- --------------- -------------

Net assets at end of year               $29,630,753      $8,105,328     $10,853,005      $7,882,782      $2,040,960      $748,678
                                     ==============  ============== ===============  ============== =============== =============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           147

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                         VAN ECK
                                     --------------------------------------------------------------------------------------------
                                                                        Worldwide                       Worldwide      Worldwide
                                          Total         Worldwide          Hard         Worldwide       Emerging         Real
                                         Van Eck         Balanced         Assets          Bonds         Markets         Estate
                                     ---------------  -------------- ---------------- -------------- -------------- -------------

<S>                                       <C>              <C>             <C>              <C>           <C>             <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)              $  178,227       $  44,624       $  135,776       $   (212)     $  (1,736)      $  (225)
Net realized gains (losses) on
   investments                              (260,570)          4,682         (162,110)           130       (101,436)       (1,836)
Net unrealized gains (losses) on
   investments                              (368,037)        (23,403)        (395,698)         3,953         47,140           (29)
                                     ---------------  -------------- ---------------- -------------- -------------- -------------
Increase (decrease) in net assets
   from operations                          (450,380)         25,903         (422,032)         3,871        (56,032)       (2,090)
                                     ---------------  -------------- ---------------- -------------- -------------- -------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                 875,501          (1,347)         571,430        129,336        137,102        38,980
Cost of insurance and
   administrative charges                   (108,634)         (9,423)         (86,867)        (1,544)        (7,777)       (3,023)
Benefit payments                                   -               -                -              0              0             0
Surrenders                                   (15,198)         (3,105)         (11,871)             0              0          (222)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                      216,552        (399,466)         111,286         74,151        387,960        42,621
Other                                          1,060              90            1,059             (7)           (97)           15
                                     ---------------  -------------- ---------------- -------------- -------------- -------------
Increase (decrease) from principal
   transactions                              969,281        (413,251)         585,037        201,936        517,188        78,371
                                     ---------------  -------------- ---------------- -------------- -------------- -------------

Total increase (decrease) in net assets      518,901        (387,348)         163,005        205,807        461,156        76,281

Net assets at beginning of year            1,298,098         387,348          910,750              -              -             -
                                     ---------------  -------------- ---------------- -------------- -------------- -------------

Net assets at end of year                 $1,816,999       $       -       $1,073,755       $205,807      $ 461,156       $76,281
                                     ===============  ============== ================ ============== ============== =============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           148

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998




                                                              AIM
                                         --------------------------------------
                                             Total      Capital     Government
                                              AIM     Appreciation  Securities
                                         ------------ ------------ ------------

INCREASE (DECREASE) IN NET ASSETS

Operations
Net investment income (loss)               $   83,849   $   24,053   $   59,796
Net realized gains (losses) on
   investments                                  4,599       (3,315)       7,914
Net unrealized gains (losses) on
   investments                                154,087      119,225       34,862
                                         ------------ ------------ ------------
Increase (decrease) in net assets
   from operations                            242,535      139,963      102,572
                                         ------------ ------------ ------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                1,864,458      329,635    1,534,823
Cost of insurance and
   administrative charges                     (78,728)     (28,940)     (49,788)
Benefit payments                                    -            -            -
Surrenders                                     (1,407)      (1,407)           -
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                     1,773,295      765,185    1,008,110
Other                                               -            -            -
                                         ------------ ------------ ------------
Increase (decrease) from principal
   transactions                             3,557,618    1,064,473    2,493,145
                                         ------------ ------------ ------------

Total increase (decrease) in net assets     3,800,153    1,204,436    2,595,717

Net assets at beginning of year                     -            -            -
                                         ------------ ------------ ------------

Net assets at end of year                  $3,800,153   $1,204,436   $2,595,717
                                         ============ ============ ============


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           149

<PAGE>



                        Security Life Separate Account L1

                       Statement of Changes in Net Assets

                          Year Ended December 31, 1997


<TABLE>
<CAPTION>

                                          Total
                                           All            Total          Total           Total           Total          Total
                                        Divisions           NB           Alger          Fidelity        INVESCO        Van Eck
                                        ------------  -------------- --------------  -------------- --------------- -------------

<S>                                     <C>              <C>            <C>             <C>             <C>            <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)            $  3,345,072     $   543,430    $   181,965     $ 1,633,324     $   972,193    $   14,160
Net realized gains (losses) on
   investments                             3,199,375         406,286        894,818       1,320,426         523,956        53,889
Net unrealized gains (losses) on
   investments                            10,643,150       2,273,595      1,647,989       6,476,412         298,662       (53,508)
                                        ------------  -------------- --------------  -------------- --------------- -------------
Increase (decrease) in net assets from
   operations                             17,187,597       3,223,311      2,724,772       9,430,162       1,794,811        14,541
                                        ------------  -------------- --------------  -------------- --------------- -------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                             104,747,260       5,555,766      6,944,048      89,309,110       2,683,620       254,716
Cost of insurance and
   administrative charges                 (8,284,944)       (957,887)    (1,466,664)     (5,155,026)       (614,145)      (91,222)
Benefit payments                            (406,386)        (20,591)       (63,369)       (322,263)           (163)            -
Surrenders                                (1,977,696)       (146,698)      (412,252)     (1,294,484)       (112,699)      (11,563)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                   (6,642,529)      8,721,432      9,006,938     (32,708,946)      7,796,299       541,748
Other                                          5,891           9,817         11,046         (21,999)         11,180        (4,153)
                                        ------------  -------------- --------------  -------------- --------------- -------------
Increase (decrease) from principal
   transactions                           87,441,596      13,161,839     14,019,747      49,806,392       9,764,092       689,526
                                        ------------  -------------- --------------  -------------- --------------- -------------

Total increase (decrease) in net assets  104,629,193      16,385,150     16,744,519      59,236,554      11,558,903       704,067

Net assets at beginning of year           57,856,827      10,539,346     11,356,089      31,399,615       3,967,746       594,031
                                        ------------  -------------- --------------  -------------- --------------- -------------

Net assets at end of year               $162,486,020     $26,924,496    $28,100,608     $90,636,169     $15,526,649    $1,298,098
                                        ============  ============== ==============  ============== =============== =============
</TABLE>



See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage                           150

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                              NB
                                          -----------------------------------------------------------------------------------------
                                                Total             Limited                           Government
                                                 NB            Maturity Bond         Growth           Income           Partners
                                          ----------------- ------------------- ---------------- ----------------  ----------------

<S>                                             <C>                  <C>              <C>             <C>               <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                    $   543,430          $  122,942       $  158,538      $    61,720       $   200,230
Net realized gains (losses) on
   investments                                      406,286             (20,056)          14,997           25,762           385,583
Net unrealized gains (losses) on
   investments                                    2,273,595             159,151          533,906           26,882         1,553,656
                                          ----------------- ------------------- ---------------- ----------------  ----------------
Increase (decrease) in net assets from
   operations                                     3,223,311             262,037          707,441          114,364         2,139,469
                                          ----------------- ------------------- ---------------- ----------------  ----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                      5,555,766           1,332,125        1,158,704          324,257         2,740,680
Cost of insurance and
   administrative charges                          (957,887)           (163,472)        (219,117)         (62,075)         (513,223)
Benefit payments                                    (20,591)                  -                -                -           (20,591)
Surrenders                                         (146,698)             (3,761)         (71,838)            (792)          (70,307)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                           8,721,432           2,758,363        2,141,068       (1,023,987)        4,845,988
Other                                                 9,817              (2,202)          11,700           (6,404)            6,723
                                          ----------------- ------------------- ---------------- ----------------  ----------------
Increase (decrease) from principal
   transactions                                  13,161,839           3,921,053        3,020,517         (769,001)        6,989,270
                                          ----------------- ------------------- ---------------- ----------------  ----------------

Total increase (decrease)  in net assets         16,385,150           4,183,090        3,727,958         (654,637)        9,128,739

Net assets at beginning of year                  10,539,346           2,492,076        1,835,714        1,548,314         4,663,242
                                          ----------------- ------------------- ---------------- ----------------  ----------------

Net assets at end of year                       $26,924,496          $6,675,166       $5,563,672      $   893,677       $13,791,981
                                          ================= =================== ================ ================  ================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                          151

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                           ALGER
                                          --------------------------------------------------------------------------------------
                                                                 American         American                          American
                                                Total             Small            MidCap          American        Leveraged
                                                Alger         Capitalization       Growth           Growth           AllCap
                                          ----------------- ------------------ ---------------  --------------- ----------------

<S>                                             <C>                <C>              <C>              <C>              <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                    $   181,965        $   167,785      $   27,807       $      376       $  (14,003)
Net realized gains (losses) on
   investments                                      894,818            114,651         228,363          237,727          314,077
Net unrealized gains (losses) on
   investments                                    1,647,989            483,518         246,489          970,056          (52,074)
                                          ----------------- ------------------ ---------------  --------------- ----------------
Increase (decrease) in net assets from
   operations                                     2,724,772            765,954         502,659        1,208,159          248,000
                                          ----------------- ------------------ ---------------  --------------- ----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                      6,944,048          2,630,863       1,276,492        2,334,377          702,316
Cost of insurance and
   administrative charges                        (1,466,664)          (526,742)       (299,891)        (479,902)        (160,129)
Benefit payments                                    (63,369)                 -         (62,593)            (776)               -
Surrenders                                         (412,252)          (255,386)        (74,317)         (58,850)         (23,699)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                           9,006,938          3,518,384       1,419,061        2,796,911        1,272,582
Other                                                11,046             (6,069)         19,072            2,082           (4,039)
                                          ----------------- ------------------ ---------------  --------------- ----------------
Increase (decrease) from principal
   transactions                                  14,019,747          5,361,050       2,277,824        4,593,842        1,787,031
                                          ----------------- ------------------ ---------------  --------------- ----------------

Total increase (decrease) in net assets          16,744,519          6,127,004       2,780,483        5,802,001        2,035,031

Net assets at beginning of year                  11,356,089          4,332,108       2,335,055        3,814,178          874,748
                                          ----------------- ------------------ ---------------  --------------- ----------------

Net assets at end of year                       $28,100,608        $10,459,112      $5,115,538       $9,616,179       $2,909,779
                                          ================= ================== ===============  =============== ================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                           152

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                        FIDELITY
                                     -------------------------------------------------------------------------------------------
                                         Total           Asset                                        Money
                                        Fidelity        Manager        Growth         Overseas        Market        Index 500
                                     --------------  ------------- --------------  -------------- --------------  --------------

<S>                                     <C>             <C>           <C>             <C>            <C>             <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)            $ 1,633,324     $  177,599    $   183,570     $   391,160    $   657,285     $   223,710
Net realized gains (losses) on
   investments                            1,320,426         33,000        662,436         332,544              -         292,446
Net unrealized gains (losses) on
   investments                            6,476,412        350,408      1,347,793        (305,456)             -       5,083,667
                                        -----------  ------------- --------------  -------------- --------------  --------------
Increase (decrease) in net assets from
   operations                             9,430,162        561,007      2,193,799         418,248        657,285       5,599,823
                                        -----------  ------------- --------------  -------------- --------------  --------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                             89,309,110      2,162,759      4,558,270       2,410,373     73,366,740       6,810,968
Cost of insurance and
   administrative charges                (5,155,026)      (242,289)      (813,161)       (525,615)    (2,213,630)     (1,360,331)
Benefit payments                           (322,263)       (20,969)          (548)         (1,233)      (257,371)        (42,142)
Surrenders                               (1,294,484)       (92,218)      (135,829)        (91,869)      (870,621)       (103,947)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                 (32,708,946)     2,215,879      5,219,755       5,730,183    (63,929,591)     18,054,828
Other                                       (21,999)         7,567          3,217          10,563        (35,219)         (8,127)
                                        -----------  ------------- --------------  -------------- --------------  --------------
Increase (decrease) from principal
   transactions                          49,806,392      4,030,729      8,831,704       7,532,402      6,060,308      23,351,249
                                        -----------  ------------- --------------  -------------- --------------  --------------

Total increase (decrease) in net assets  59,236,554      4,591,736     11,025,503       7,950,650      6,717,593      28,951,072

Net assets at beginning of year          31,399,615      1,545,337      7,049,419       4,275,129      8,295,666      10,234,064
                                        -----------  ------------- --------------  -------------- --------------  --------------

Net assets at end of year               $90,636,169     $6,137,073    $18,074,922     $12,225,779    $15,013,259     $39,185,136
                                        ===========  ============= ==============  ============== ==============  ==============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                            153

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                         INVESCO
                                          -----------------------------------------------------------------------------------
                                                Total            Total           Equity
                                               INVESCO           Return          Income         High Yield      Utilities
                                          ----------------- ---------------- ---------------  -------------- ----------------

<S>                                             <C>               <C>             <C>             <C>              <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                    $   972,193       $   63,540      $  389,851      $  495,891       $   22,911
Net realized gains (losses) on
   investments                                      523,956           46,241         116,951         269,799           90,965
Net unrealized gains (losses) on
   investments                                      298,662          203,429         324,767        (253,231)          23,697
                                          ----------------- ---------------- ---------------  -------------- ----------------
Increase (decrease) in net assets from
   operations                                     1,794,811          313,210         831,569         512,459          137,573
                                          ----------------- ---------------- ---------------  -------------- ----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                      2,683,620          517,831       1,250,551         835,890           79,348
Cost of insurance and
   administrative charges                          (614,145)        (133,107)       (266,208)       (177,612)         (37,218)
Benefit payments                                       (163)               -               -            (163)               -
Surrenders                                         (112,699)         (28,672)        (37,810)         (9,783)         (36,434)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                           7,796,299        1,498,300       2,804,344       2,695,587          798,068
Other                                                11,180            2,581           6,081           2,305              213
                                          ----------------- ---------------- ---------------  -------------- ----------------
Increase (decrease) from principal
   transactions                                   9,764,092        1,856,933       3,756,958       3,346,224          803,977
                                          ----------------- ---------------- ---------------  -------------- ----------------

Total increase (decrease) in net assets          11,558,903        2,170,143       4,588,527       3,858,683          941,550

Net assets at beginning of year                   3,967,746          874,467       1,369,617       1,505,401          218,261
                                          ----------------- ---------------- ---------------  -------------- ----------------

Net assets at end of year                       $15,526,649       $3,044,610      $5,958,144      $5,364,084       $1,159,811
                                          ================= ================ ===============  ============== ================
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage                            154

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1997




                                                            VAN ECK
                                         --------------------------------------
                                                                     Worldwide
                                           Total       Worldwide       Hard
                                          Van Eck      Balanced       Assets
                                         ----------- -----------  -------------

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)             $    14,160    $  5,677       $  8,483
Net realized gains (losses) on
   investments                                53,889      37,785         16,104
Net unrealized gains (losses) on
   investments                               (53,508)      4,122        (57,630)
                                         ----------- -----------  -------------
Increase (decrease) in net assets from
   operations                                 14,541      47,584        (33,043)
                                         ----------- -----------  -------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                 254,716      65,167        189,549
Cost of insurance and
   administrative charges                    (91,222)    (44,774)       (46,448)
Benefit payments                                   -           -              -
Surrenders                                   (11,563)     (7,995)        (3,568)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                      541,748        (120)       541,868
Other                                         (4,153)       (319)        (3,834)
                                         ----------- -----------  -------------
Increase (decrease) from principal
   transactions                              689,526      11,959        677,567
                                         ----------- -----------  -------------

Total increase (decrease) in net assets      704,067      59,543        644,524

Net assets at beginning of year              594,031     327,805        266,226
                                         ----------- -----------  -------------

Net assets at end of year                 $1,298,098    $387,348       $910,750
                                         =========== ===========  =============


See accompanying notes.

- --------------------------------------------------------------------------------
Strategic Advantage                            155

<PAGE>



                        Security Life Separate Account L1

                          Notes to Financial Statements

                                December 31, 1999


NOTE A. ORGANIZATION

Security Life Separate Account L1 (the "Separate Account") was established by
resolution of the Board of Directors of Security Life of Denver Insurance
Company (the "Company") on November 3, 1993. The Separate Account is organized
as a unit investment trust registered with the Securities and Exchange
Commission under the Investment Company Act of 1940.

The Separate Account supports the operations of the FirstLine Variable Universal
Life, FirstLine II Variable Universal Life, Strategic Advantage Variable
Universal Life, Strategic Advantage II Variable Universal Life, and Variable
Survivorship Universal Life policies ("Variable Universal Life Policies")
offered by the Company. The Separate Account may be used to support other
variable life policies as they are offered by the Company. The assets of the
Separate Account are the property of the Company. However, the portion of the
Separate Account's assets attributable to the policies will not be used to
satisfy liabilities arising out of any other operations of the Company.

As of December 31, 1999, the Separate Account offered twenty-three investment
divisions available to the policyholders, each of which invests in an
independently managed mutual fund portfolio ("Fund"). The Funds are as follows:

PORTFOLIO MANAGERS/PORTFOLIOS (FUNDS)

Neuberger Berman Management Incorporated (NB)
     Neuberger Berman Limited Maturity Bond Portfolio
     Neuberger Berman Growth Portfolio
     Neuberger Berman Partners Portfolio

Fred Alger Management, Inc. (Alger)
     Alger American Small Capitalization Portfolio
     Alger American MidCap Growth Portfolio
     Alger American Growth Portfolio
     Alger American Leveraged AllCap Portfolio

Fidelity Management & Research Company (Fidelity)
     Fidelity Investments VIP II Asset Manager Portfolio
     Fidelity Investments VIP Growth Portfolio
     Fidelity Investments VIP Overseas Portfolio
     Fidelity Investments VIP Money Market Portfolio
     Fidelity Investments VIP II Index 500 Portfolio

- --------------------------------------------------------------------------------
Strategic Advantage                           156

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


     NOTE A. ORGANIZATION (CONTINUED)

INVESCO Funds Group, Inc. (INVESCO)
     INVESCO VIF Total Return Portfolio
     INVESCO VIF Equity Income Portfolio (formerly known as "INVESCO VIF
         Industrial Income Portfolio")
     INVESCO VIF High Yield Portfolio
     INVESCO VIF Utilities Portfolio
     INVESCO VIF Small Company Growth Portfolio

Van Eck Associates Corporation (Van Eck)
     Van Eck Worldwide Hard Assets Portfolio (formerly known as "Van Eck Gold
         and Natural Resources Portfolio")
     Van Eck Worldwide Bond Portfolio
     Van Eck Worldwide Emerging Markets Portfolio
     Van Eck Worldwide Real Estate Portfolio


AIM Advisors, Inc. (AIM)
     AIM VI--Capital Appreciation Portfolio
     AIM VI--Government Securities Portfolio

Effective May 1, 1997, the Divisions of the Separate Account investing in the
Neuberger Berman Government Income Portfolio and the Van Eck Worldwide Balanced
Portfolio stopped accepting new investments. These divisions were discontinued
during 1998.

Effective February 19, 1998, six new divisions became available to the
policyholders for investment in the following funds:

Van Eck Associates Corporation (Van Eck)
     Van Eck Worldwide Bond Portfolio
     Van Eck Worldwide Emerging Markets Portfolio
     Van Eck Worldwide Real Estate Portfolio

AIM Advisors, Inc. (AIM)
     AIM VI--Capital Appreciation Portfolio
     AIM VI--Government Securities Portfolio

INVESCO Funds Group, Inc. (INVESCO)
     INVESCO VIF Small Company Growth Portfolio

- --------------------------------------------------------------------------------
Strategic Advantage                           157

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE A. ORGANIZATION (CONTINUED)

The Variable Universal Life Policies allow the policyholders to specify the
allocation of their net premium to the various Funds. They can also transfer
their account values among the Funds. The Variable Universal Life Policies also
provide the policyholders the option to allocate their net premiums, or to
transfer their account values, to a Guaranteed Interest Division ("GID") in the
Company's general account. The GID guarantees a rate of interest to the
policyholder, and it is not variable in nature. Therefore, it is not included in
these Separate Account statements.

NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements of the Separate Account have been prepared
on the basis of accounting principles generally accepted in the United States
("U.S. GAAP"). The preparation of financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

The significant accounting principles followed by the Separate Account and the
methods of applying those principles are presented below or in the footnotes
which follow:

INVESTMENT VALUATION--The investments in shares of the Funds are valued at the
closing net asset value (market value) per share as determined by the Funds on
the day of measurement.

INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME--The investments in shares
of the Funds are accounted for on the date the order to buy or sell is
confirmed. Dividend income and distributions of capital gains are recorded on
the ex-dividend date. Realized gains and losses from sales transactions are
reported using the first-in, first-out ("FIFO") method of accounting for cost.
The difference between cost and current market value of investments owned on the
day of measurement is recorded as unrealized gain or loss on investment.

VALUATION PERIOD DEDUCTIONS--Charges are made directly against the assets of the
Separate Account divisions and are reflected daily in the computation of the
unit values of the divisions.



- --------------------------------------------------------------------------------
Strategic Advantage                           158

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

A daily deduction, at an annual rate of .75% of the daily asset value of the
Separate Account divisions, is charged to the Separate Account for mortality and
expense risks assumed by the Company. Total mortality and expense charges for
the years ended December 31, 1999, 1998 and 1997 were $2,908,885, $1,740,661,
and $813,630, respectively.

POLICYHOLDER RESERVES--Policyholder reserves are recorded in the Separate
Account at the aggregate account values of the policyholders invested in the
Separate Account divisions. To the extent that benefits to be paid to the
policyholders exceed their account values, the Company will contribute
additional funds to the benefit proceeds.


















- --------------------------------------------------------------------------------
Strategic Advantage                            159

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE C. INVESTMENTS

Fund shares are purchased at net asset value with net premiums (premium
payments, less sales and tax loads charged by the Company) and divisional
transfers from other divisions. Fund shares are redeemed for the payment of
benefits, for surrenders, for transfers to other divisions, and for charges by
the Company for certain cost of insurance and administrative charges. The cost
of insurance and administrative charges for the years ended December 31, 1999,
1998 and 1997 were $20,649,015, $14,458,798, and $8,284,944, respectively.
Dividends made by the Funds are reinvested in the Funds.

The following is a summary of Fund shares owned as of December 31, 1999:

<TABLE>
<CAPTION>

                                                  NUMBER               NET               VALUE
                                                    OF                ASSET            OF SHARES           COST OF
                   FUND                           SHARES              VALUE            AT MARKET            SHARES
- -------------------------------------------  -----------------  ------------------ ------------------ ------------------

<S>                                             <C>                        <C>           <C>                <C>
Neuberger Berman Management Inc.:
   Limited Maturity Bond                           845,960.694              $13.24       $ 11,200,520       $ 11,380,242
   Growth                                          350,585.486              $37.27         13,066,321          8,836,640
   Partners                                      1,493,418.911              $19.64         29,330,747         28,931,311

Fred Alger Management, Inc.:
   American Small Capitalization                   503,139.614              $55.15         27,748,150         21,103,331
   American MidCap Growth                          536,166.146              $32.23         17,280,636         13,903,676
   American Growth                                 642,460.430              $64.38         41,361,603         32,482,027
   American Leveraged AllCap                       397,806.619              $57.97         23,060,850         16,645,127

Fidelity Management & Research Co.:
   Asset Manager                                   727,657.184              $18.67         13,585,360         12,533,037
   Growth                                        1,058,669.574              $54.93         58,152,709         48,588,495
   Overseas                                      1,271,285.820              $27.44         34,884,083         25,474,948
   Money Market                                 34,799,038.450               $1.00         34,799,038         34,799,038
   Index 500                                       913,352.492             $167.41        152,904,343        119,231,939

INVESCO Funds Group, Inc.:
   Total Return                                    666,657.538              $15.58         10,386,525         11,019,270
   Equity Income                                   770,554.123              $21.01         16,189,342         14,534,380
   High Yield                                      818,379.460              $11.51          9,419,547          9,910,525
   Utilities                                       197,458.930              $20.97          4,140,713          3,647,584
   Small Company Growth                            200,033.388              $22.01          4,402,735          2,793,624

Van Eck Associates Corporation:
   Worldwide Hard Assets                           210,388.243              $10.96          2,305,855          2,157,787
   Worldwide Bond                                   31,407.502              $10.69            335,746            341,712
   Worldwide Emerging Markets                      215,083.218              $14.26          3,067,087          2,209,985
   Worldwide Real Estate                            60,091.435               $9.15            549,837            567,839

AIM Advisors, Inc.:
   Capital Appreciation                            149,210.483              $35.58          5,308,909          3,932,316
   Government Securities                           695,609.783              $10.63          7,394,332          7,579,908
                                                                                   ------------------ ------------------

Total                                                                                    $520,874,988       $432,604,741
                                                                                   ================== ==================
</TABLE>


- --------------------------------------------------------------------------------
Strategic Advantage                           160

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE C. INVESTMENTS (CONTINUED)

For the year ended December 31, 1999, the cost of purchases (plus reinvested
dividends) and sales of investments are as follows:

<TABLE>
<CAPTION>

                                                 BEGINNING                                                   END
                   FUND                           OF YEAR           PURCHASES            SALES             OF YEAR
- -------------------------------------------  ----------------- ------------------- ------------------ ------------------

<S>                                               <C>                 <C>               <C>                 <C>
Neuberger Berman Management Inc.:
   Limited Maturity Bond                          $ 15,334,595        $  6,135,221      $ (10,089,574)      $ 11,380,242
   Growth                                            8,510,696           5,560,097         (5,234,153)         8,836,640
   Partners                                         22,570,797           9,683,589         (3,323,075)        28,931,311

Fred Alger Management, Inc.:
   American Small Capitalization                    14,851,950          14,105,718         (7,854,337)        21,103,331
   American MidCap Growth                            7,858,579           7,048,332         (1,003,235)        13,903,676
   American Growth                                  18,608,688          18,809,746         (4,936,407)        32,482,027
   American Leveraged AllCap                         5,293,171          16,455,429         (5,103,473)        16,645,127

Fidelity Management & Research Co.:
   Asset Manager                                     9,501,494           7,672,857         (4,641,314)        12,533,037
   Growth                                           26,845,882          67,064,022        (45,321,409)        48,588,495
   Overseas                                         19,913,166          15,724,213        (10,162,431)        25,474,948
   Money Market                                     18,412,252         113,113,411        (96,726,625)        34,799,038
   Index 500                                        70,067,500          54,287,747         (5,123,308)       119,231,939

INVESCO Funds Group, Inc.:
   Total Return                                      7,814,990           5,666,870         (2,462,590)        11,019,270
   Equity Income                                    10,163,306           6,427,991         (2,056,917)        14,534,380
   High Yield                                        8,752,765           4,424,859         (3,267,099)         9,910,525
   Utilities                                         1,727,429           2,817,915           (897,760)         3,647,584
   Small Company Growth                                674,581           2,769,372           (650,329)         2,793,624

Van Eck Associates Corporation:
   Worldwide Hard Assets                             1,517,809           2,248,842         (1,608,864)         2,157,787
   Worldwide Bond                                      201,853             461,651           (321,792)           341,712
   Worldwide Emerging Markets                          414,017           5,282,900         (3,486,932)         2,209,985
   Worldwide Real Estate                                76,310             592,249           (100,720)           567,839

AIM Advisors, Inc.
   Capital Appreciation                              1,085,211           3,341,733           (494,628)         3,932,316
   Government Securities                             2,560,855           7,659,984         (2,640,931)         7,579,908
                                             ----------------- ------------------- ------------------ ------------------

Total                                             $272,757,896        $377,354,748      $(217,507,903)      $432,604,741
                                             ================= =================== ================== ==================
</TABLE>

Aggregate proceeds from sales of investments for the year ended December 31,
1999 were $235,699,349.



- --------------------------------------------------------------------------------
Strategic Advantage                           161

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE D. OTHER POLICY DEDUCTIONS

The Variable Universal Life policies provide for certain deductions for sales
and tax loads from premium payments received from the policyholders and for
surrender charges and taxes from amounts paid to policyholders. Such deductions
are taken before the purchase of divisional units or after the redemption of
divisional units of the Separate Account. Such deductions are not included in
the Separate Account financial statements.

NOTE E. POLICY LOANS

The Variable Universal Life policies allow the policyholders to borrow against
their policies by using them as collateral for a loan. At the time of borrowing
against the policies, an amount equal to the loan amount is transferred from the
Separate Account divisions to a Loan Division in the Company's General Account
to secure the loan. As payments are made on the policy loan, amounts are
transferred back from the Loan Division to the Separate Account divisions.
Interest is credited to the balance in the Loan Division at a fixed rate. The
Loan Division is not variable in nature and is not included in these Separate
Account statements.

NOTE F. FEDERAL INCOME TAXES

The Separate Account is not taxed separately because the operations of the
Separate Account are part of the total operations of the Company. The Company is
taxed as a life insurance company under the Internal Revenue Code. The Separate
Account is not taxed as a "Regulated Investment Company" under subchapter "M" of
the Internal Revenue Code.








- --------------------------------------------------------------------------------
Strategic Advantage                           162

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE G. SUMMARY OF CHANGES IN UNITS

The following schedule summarizes the changes in divisional units for the year
ended December 31, 1999:

<TABLE>
<CAPTION>

                                                                                      (DECREASE)
                                                                                         FOR
                                               OUTSTANDING         INCREASE          WITHDRAWALS         OUTSTANDING
                                              AT BEGINNING       FOR PAYMENTS         AND OTHER             AT END
                 DIVISION                        OF YEAR           RECEIVED           DEDUCTIONS           OF YEAR
- ------------------------------------------- -----------------  ----------------- -------------------- ------------------

<S>                                             <C>                <C>                <C>                  <C>
Neuberger Berman Management Inc.:
   Limited Maturity Bond                        1,245,559.121        421,349.898        (777,749.415)        889,159.604
   Growth                                         447,486.376        233,319.969        (246,467.977)        434,338.368
   Partners                                       986,298.018        385,667.451        (159,832.021)      1,212,133.448

Fred Alger Management, Inc.:
   American Small Capitalization                  838,692.418        603,898.891        (386,833.825)      1,055,757.484
   American MidCap Growth                         402,532.472        225,361.191         (51,155.349)        576,738.314
   American Growth                                923,696.066        585,374.403        (251,698.832)      1,257,371.637
   American Leveraged AllCap                      221,642.446        410,084.371        (206,445.718)        425,281.099

Fidelity Management & Research Co.:
   Asset Manager                                  600,255.213        393,745.577        (271,282.884)        722,717.906
   Growth                                       1,293,480.338      2,233,512.279      (1,850,755.971)      1,676,236.646
   Overseas                                     1,429,659.907        963,512.218        (676,554.498)      1,716,617.627
   Money Market                                 1,526,404.399      9,068,762.545      (7,831,518.647)      2,763,648.297
   Index 500                                    3,215,990.519      1,840,375.191        (283,881.113)      4,772,484.597

INVESCO Funds Group, Inc.:
   Total Return                                   450,557.216        300,554.107        (148,923.709)        602,187.614
   Equity Income                                  473,616.752        252,971.948        (105,540.763)        621,047.937
   High Yield                                     486,858.648        226,071.484        (176,066.186)        536,863.946
   Utilities                                      110,379.616        140,069.045         (61,038.677)        189,409.984
   Small Company Growth                            67,506.441        210,114.805         (65,118.036)        212,503.210

Van Eck Associates Corporation:
   Worldwide Hard Assets                          132,513.824        246,466.322        (142,007.717)        236,972.429
   Worldwide Bond                                  18,656.317         43,237.412         (28,779.651)         33,114.078
   Worldwide Emerging Markets                      67,354.295        582,654.548        (421,189.648)        228,819.195
   Worldwide Real Estate                            8,765.232         67,514.147         (11,312.206)         64,967.173

AIM Advisors, Inc.:
   Capital Appreciation                           105,457.867        263,795.629         (45,407.464)        323,846.032
   Government Securities                          246,150.062        723,064.769        (253,309.682)        715,905.149
</TABLE>


- --------------------------------------------------------------------------------
Strategic Advantage                           164

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE G. SUMMARY OF CHANGES IN UNITS (CONTINUED)

The following schedule summarizes the changes in divisional units for the year
ended December 31, 1998:

<TABLE>
<CAPTION>

                                                                                      (DECREASE)
                                                                                         FOR
                                              OUTSTANDING          INCREASE          WITHDRAWALS         OUTSTANDING
                                              AT BEGINNING       FOR PAYMENTS         AND OTHER             AT END
                 DIVISION                       OF YEAR            RECEIVED           DEDUCTIONS           OF YEAR
- ------------------------------------------ ------------------ ------------------- ------------------  ------------------

<S>                                             <C>                 <C>              <C>                   <C>
Neuberger Berman Management Inc.:
   Limited Maturity Bond                          552,985.394         801,233.327      (108,659.600)       1,245,559.121
   Growth                                         316,146.084         250,854.619      (119,514.327)         447,486.376
   Government Income                               75,811.559              58.537       (75,870.096)                   -
   Partners                                       626,285.721         455,096.290       (95,083.993)         986,298.018

Fred Alger Management, Inc.:
   American Small Capitalization                  648,733.740         333,770.247      (143,811.569)         838,692.418
   American MidCap Growth                         288,809.482         167,037.228       (53,314.238)         402,532.472
   American Growth                                569,990.309         442,313.190       (88,607.433)         923,696.066
   American Leveraged AllCap                      148,542.639         102,168.282       (29,068.475)         221,642.446

Fidelity Management & Research Co.:
   Asset Manager                                  410,906.106         270,972.780       (81,623.673)         600,255.213
   Growth                                         983,842.388         614,542.294      (304,904.344)       1,293,480.338
   Overseas                                       950,328.899         861,220.218      (381,889.210)       1,429,659.907
   Money Market                                 1,303,059.881       5,059,561.984    (4,836,217.466)       1,526,404.399
   Index 500                                    1,863,056.104       1,617,935.444      (265,001.029)       3,215,990.519

INVESCO Funds Group, Inc.:
   Total Return                                   184,042.238         307,178.543       (40,663.565)         450,557.216
   Equity Income                                  297,553.033         216,644.366       (40,580.647)         473,616.752
   High Yield                                     333,501.857         283,205.205      (129,848.414)         486,858.648
   Utilities                                       78,118.685          41,701.114        (9,440.183)         110,379.616
   Small Company Growth                                     -          71,535.065        (4,028.624)          67,506.441

Van Eck Associates Corporation:
   Worldwide Balanced                              32,139.282             190.627       (32,329.909)                   -
   Worldwide Hard Assets                           77,046.773          68,491.375       (13,024.324)         132,513.824
   Worldwide Bond                                           -          18,882.425          (226.108)          18,656.317
   Worldwide Emerging Markets                               -         105,064.405       (37,710.110)          67,354.295
   Worldwide Real Estate                                    -           9,848.072        (1,082.840)           8,765.232

AIM Advisors, Inc.:
   Capital Appreciation                                     -         108,895.839        (3,437.972)         105,457.867
   Government Securities                                    -         261,432.015       (15,281.953)         246,150.062
</TABLE>




- --------------------------------------------------------------------------------
Strategic Advantage                            165

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE G. SUMMARY OF CHANGES IN UNITS (CONTINUED)

The following schedule summarizes the changes in divisional units for the year
ended December 31, 1997:

<TABLE>
<CAPTION>

                                                                                       (DECREASE)
                                                                                          FOR
                                               OUTSTANDING          INCREASE          WITHDRAWALS         OUTSTANDING
                                              AT BEGINNING        FOR PAYMENTS         AND OTHER            AT END
                 DIVISION                        OF YEAR            RECEIVED           DEDUCTIONS           OF YEAR
- ------------------------------------------- -----------------  ------------------ -------------------- -----------------

<S>                                               <C>               <C>                <C>                 <C>
Neuberger Berman Management Inc.:
   Limited Maturity Bond                          218,725.891         334,572.082            (312.579)       552,985.394
   Growth                                         133,567.983         187,433.957          (4,855.856)       316,146.084
   Government Income                              142,773.403          30,012.660         (96,974.504)        75,811.559
   Partners                                       275,892.457         354,159.052          (3,765.788)       626,285.721

Fred Alger Management, Inc.:
   American Small Capitalization                  297,073.322         368,659.345         (16,998.927)       648,733.740
   American MidCap Growth                         150,480.473         143,410.236          (5,081.227)       288,809.482
   American Growth                                282,175.287         292,019.948          (4,204.926)       569,990.309
   American Leveraged AllCap                       53,044.470          96,743.489          (1,245.320)       148,542.639

Fidelity Management & Research Co.:
   Asset Manager                                  123,908.168         294,115.342          (7,117.404)       410,906.106
   Growth                                         470,285.667         522,440.765          (8,884.044)       983,842.388
   Overseas                                       367,948.109         589,863.772          (7,482.982)       950,328.899
   Money Market                                   753,707.969       6,017,484.702      (5,468,132.790)     1,303,059.881
   Index 500                                      640,890.650       1,227,420.261          (5,254.807)     1,863,056.104

INVESCO Funds Group, Inc.:
   Total Return                                    64,490.483         121,436.060          (1,884.305)       184,042.238
   Equity Income                                   87,035.356         212,619.908          (2,102.231)       297,553.033
   High Yield                                     108,999.107         225,144.290            (641.540)       333,501.857
   Utilities                                       18,008.490          63,007.328          (2,897.133)        78,118.685

Van Eck Associates Corporation:
   Worldwide Balanced                              29,808.787           5,838.562          (3,508.067)        32,139.282
   Worldwide Hard Assets                           21,966.093          55,323.208            (242.528)        77,046.773
</TABLE>





- --------------------------------------------------------------------------------
Strategic Advantage                           166

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)

NOTE H. NET ASSETS

Net assets at December 31, 1999 consisted of the following:

<TABLE>
<CAPTION>

                                                                           ACCUMULATED          NET
                                                          ACCUMULATED     NET REALIZED      UNREALIZED
                                                          INVESTMENT          GAINS            GAINS
                                         PRINCIPAL          INCOME         (LOSSES) ON      (LOSSES) ON
              DIVISION                 TRANSACTIONS         (LOSS)         INVESTMENTS      INVESTMENTS     NET ASSETS
- ------------------------------------ -----------------  --------------- ----------------- --------------- ---------------

<S>                                       <C>               <C>               <C>             <C>            <C>
Neuberger Berman Management Inc.:
   Limited Maturity Bond                  $ 10,334,928      $ 1,357,452       $ (311,830)     $ (179,722)    $ 11,200,828
   Growth                                    6,662,216        2,132,968            51,289       4,229,681      13,076,154
   Partners                                 24,515,009        2,799,524         1,706,031         399,436      29,420,000

Fred Alger Management, Inc.:
   American Small Capitalization            16,912,254        3,798,599           424,083       6,644,819      27,779,755
   American MidCap Growth                   10,911,311        2,117,608           881,608       3,376,960      17,287,487
   American Growth                          24,684,957        4,633,321         3,185,644       8,879,576      41,383,498
   American Leveraged AllCap                12,723,008          733,681         3,191,248       6,415,723      23,063,660

Fidelity Management & Research Co.:
   Asset Manager                            10,710,354        1,643,524           184,257       1,052,323      13,590,458
   Growth                                   32,968,928        5,944,777         9,679,911       9,564,214      58,157,830
   Overseas                                 22,436,070        1,918,003         1,221,073       9,409,135      34,984,281
   Money Market                             32,057,869        2,739,539                 -               -      34,797,408
   Index 500                               108,954,555        2,164,790         8,124,017      33,672,404     152,915,766

INVESCO Funds Group, Inc.:
   Total Return                              9,954,690          564,724           499,981       (632,745)      10,386,650
   Equity Income                            12,471,276        1,096,169           998,146       1,654,962      16,220,553
   High Yield                                8,030,598        1,920,186          (39,129)       (490,978)       9,420,677
   Utilities                                 3,156,961           58,753           432,472         493,129       4,141,315
   Small Company Growth                      2,644,377         (14,924)           230,652       1,609,111       4,469,216

Van Eck Associates Corporation:
   Worldwide Hard Assets                     2,458,760          148,762         (449,512)         148,068       2,306,078
   Worldwide Bond                              356,209            9,684          (25,724)         (5,966)         334,203
   Worldwide Emerging Markets                1,960,631         (12,622)           308,948         857,102       3,114,059
   Worldwide Real Estate                       568,214            (162)             (213)        (18,002)         549,837

AIM Advisors, Inc.:
   Capital Appreciation                      3,725,157          118,230            88,942       1,376,593       5,308,922
   Government Securities                     7,353,846          226,373             (310)       (185,576)       7,394,333

                                     -----------------  --------------- ----------------- --------------- ---------------
Total                                     $366,552,178      $36,098,959       $30,381,584     $88,270,247    $521,302,968
                                     =================  =============== ================= =============== ===============
</TABLE>



- --------------------------------------------------------------------------------
Strategic Advantage                   167

<PAGE>



                                   APPENDIX A

                                 FACTORS FOR THE
                          CASH VALUE ACCUMULATION TEST
                           FOR A LIFE INSURANCE POLICY

                                 MALE NONSMOKER


Attained          Attained          Attained            Attained
   Age    Factor    Age     Factor    Age      Factor     Age          Factor

    0     12.574     25     6.095      50      2.671       75          1.396
    1     12.681     26     5.904      51      2.589       76          1.372
    2     12.341     27     5.717      52      2.509       77          1.349
    3     11.996     28     5.533      53      2.433       78          1.328
    4     11.655     29     5.354      54      2.360       79          1.307
    5     11.316     30     5.179      55      2.290       80          1.288
    6     10.979     31     5.008      56      2.223       81          1.270
    7     10.644     32     4.843      57      2.159       82          1.253
    8     10.311     33     4.682      58      2.097       83          1.236
    9     9.982      34     4.527      59      2.038       84          1.221
   10     9.660      35     4.376      60      1.982       85          1.207
   11     9.345      36     4.231      61      1.928       86          1.195
   12     9.041      37     4.091      62      1.877       87          1.183
   13     8.750      38     3.955      63      1.828       88          1.172
   14     8.476      39     3.825      64      1.781       89          1.161
   15     8.218      40     3.699      65      1.736       90          1.151
   16     7.973      41     3.577      66      1.694       91          1.141
   17     7.740      42     3.461      67      1.654       92          1.131
   18     7.517      43     3.348      68      1.615       93          1.120
   19     7.301      44     3.240      69      1.579       94          1.109
   20     7.091      45     3.136      70      1.544       95          1.097
   21     6.886      46     3.036      71      1.511       96          1.083
   22     6.684      47     2.939      72      1.480       97          1.069
   23     6.484      48     2.847      73      1.450       98          1.054
   24     6.288      49     2.757      74      1.422       99          1.040
                                                          100          1.000

THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

- --------------------------------------------------------------------------------
Strategic Advantage                  168

<PAGE>



                               APPENDIX A (CONT.)

                                 FACTORS FOR THE
                          CASH VALUE ACCUMULATION TEST
                           FOR A LIFE INSURANCE POLICY

                                   MALE SMOKER


Attained          Attained          Attained          Attained
   Age    Factor    Age     Factor    Age     Factor    Age          Factor

    0     10.511     25     4.963      50     2.267      75          1.330
    1     10.508     26     4.811      51     2.205      76          1.312
    2     10.203     27     4.661      52     2.145      77          1.295
    3     9.897      28     4.515      53     2.088      78          1.280
    4     9.597      29     4.371      54     2.034      79          1.265
    5     9.301      30     4.231      55     1.982      80          1.251
    6     9.007      31     4.094      56     1.933      81          1.238
    7     8.718      32     3.962      57     1.886      82          1.225
    8     8.433      33     3.834      58     1.841      83          1.213
    9     8.153      34     3.710      59     1.798      84          1.202
   10     7.879      35     3.590      60     1.757      85          1.191
   11     7.613      36     3.475      61     1.717      86          1.182
   12     7.356      37     3.363      62     1.680      87          1.173
   13     7.109      38     3.256      63     1.644      88          1.164
   14     6.876      39     3.153      64     1.610      89          1.155
   15     6.654      40     3.054      65     1.577      90          1.147
   16     6.456      41     2.959      66     1.547      91          1.138
   17     6.269      42     2.869      67     1.518      92          1.129
   18     6.091      43     2.782      68     1.490      93          1.120
   19     5.919      44     2.698      69     1.464      94          1.109
   20     5.752      45     2.619      70     1.438      95          1.097
   21     5.590      46     2.542      71     1.414      96          1.083
   22     5.430      47     2.469      72     1.391      97          1.069
   23     5.272      48     2.399      73     1.369      98          1.054
   24     5.117      49     2.331      74     1.349      99          1.040
                                                        100          1.000

THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

- --------------------------------------------------------------------------------
Strategic Advantage                   169

<PAGE>



                               APPENDIX A (CONT.)

                                 FACTORS FOR THE
                          CASH VALUE ACCUMULATION TEST
                           FOR A LIFE INSURANCE POLICY

                                FEMALE NONSMOKER


Attained          Attained          Attained          Attained
   Age    Factor    Age     Factor    Age     Factor    Age          Factor

    0     14.687     25     6.861      50     3.013      75          1.493
    1     14.680     26     6.638      51     2.920      76          1.461
    2     14.279     27     6.421      52     2.831      77          1.430
    3     13.873     28     6.211      53     2.745      78          1.401
    4     13.471     29     6.007      54     2.662      79          1.373
    5     13.073     30     5.809      55     2.583      80          1.347
    6     12.682     31     5.618      56     2.507      81          1.322
    7     12.294     32     5.432      57     2.433      82          1.299
    8     11.915     33     5.252      58     2.362      83          1.278
    9     11.541     34     5.078      59     2.293      84          1.257
   10     11.175     35     4.910      60     2.226      85          1.239
   11     10.817     36     4.747      61     2.162      86          1.221
   12     10.469     37     4.590      62     2.100      87          1.205
   13     10.132     38     4.439      63     2.040      88          1.190
   14     9.807      39     4.294      64     1.983      89          1.176
   15     9.494      40     4.154      65     1.928      90          1.163
   16     9.192      41     4.019      66     1.876      91          1.150
   17     8.899      42     3.890      67     1.826      92          1.137
   18     8.617      43     3.765      68     1.778      93          1.125
   19     8.344      44     3.645      69     1.732      94          1.112
   20     8.078      45     3.530      70     1.688      95          1.098
   21     7.821      46     3.419      71     1.645      96          1.084
   22     7.571      47     3.312      72     1.604      97          1.069
   23     7.327      48     3.208      73     1.565      98          1.054
   24     7.091      49     3.109      74     1.528      99          1.040
                                                        100          1.000

 THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

- --------------------------------------------------------------------------------
Strategic Advantage                  170

<PAGE>



                               APPENDIX A (CONT.)

                                 FACTORS FOR THE
                          CASH VALUE ACCUMULATION TEST
                           FOR A LIFE INSURANCE POLICY

                                  FEMALE SMOKER


Attained          Attained          Attained           Attained
   Age    Factor    Age     Factor    Age     Factor     Age          Factor

    0     13.162     25     6.032      50     2.728       75          1.451
    1     13.099     26     5.836      51     2.651       76          1.423
    2     12.723     27     5.647      52     2.578       77          1.396
    3     12.346     28     5.463      53     2.507       78          1.371
    4     11.974     29     5.285      54     2.438       79          1.347
    5     11.608     30     5.113      55     2.373       80          1.325
    6     11.248     31     4.946      56     2.310       81          1.303
    7     10.894     32     4.785      57     2.249       82          1.283
    8     10.547     33     4.629      58     2.190       83          1.263
    9     10.207     34     4.478      59     2.132       84          1.246
   10     9.874      35     4.332      60     2.076       85          1.229
   11     9.550      36     4.192      61     2.022       86          1.214
   12     9.234      37     4.056      62     1.969       87          1.199
   13     8.930      38     3.926      63     1.919       88          1.186
   14     8.636      39     3.801      64     1.870       89          1.173
   15     8.352      40     3.682      65     1.824       90          1.161
   16     8.085      41     3.568      66     1.780       91          1.149
   17     7.826      42     3.459      67     1.738       92          1.137
   18     7.577      43     3.354      68     1.697       93          1.125
   19     7.336      44     3.254      69     1.658       94          1.112
   20     7.102      45     3.158      70     1.620       95          1.098
   21     6.876      46     3.065      71     1.583       96          1.084
   22     6.655      47     2.976      72     1.547       97          1.069
   23     6.441      48     2.890      73     1.513       98          1.054
   24     6.234      49     2.808      74     1.481       99          1.040
                                                         100          1.000

THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

- --------------------------------------------------------------------------------
Strategic Advantage                   171

<PAGE>



                               APPENDIX A (CONT.)

                                 FACTORS FOR THE
                          CASH VALUE ACCUMULATION TEST
                           FOR A LIFE INSURANCE POLICY

                               UNISEX 1 NONSMOKER


Attained          Attained           Attained          Attained
   Age    Factor    Age     Factor     Age     Factor    Age          Factor

    0     12.574     25     6.095       50     2.671      75          1.396
    1     12.681     26     5.904       51     2.589      76          1.372
    2     12.341     27     5.717       52     2.509      77          1.349
    3     11.996     28     5.533       53     2.433      78          1.328
    4     11.655     29     5.354       54     2.360      79          1.307
    5     11.316     30     5.179       55     2.290      80          1.288
    6     10.979     31     5.008       56     2.223      81          1.270
    7     10.644     32     4.843       57     2.159      82          1.253
    8     10.311     33     4.682       58     2.097      83          1.236
    9     9.982      34     4.527       59     2.038      84          1.221
   10     9.660      35     4.376       60     1.982      85          1.207
   11     9.345      36     4.231       61     1.928      86          1.195
   12     9.041      37     4.091       62     1.877      87          1.183
   13     8.750      38     3.955       63     1.828      88          1.172
   14     8.476      39     3.825       64     1.781      89          1.161
   15     8.218      40     3.699       65     1.736      90          1.151
   16     7.973      41     3.577       66     1.694      91          1.141
   17     7.740      42     3.461       67     1.654      92          1.131
   18     7.517      43     3.348       68     1.615      93          1.120
   19     7.301      44     3.240       69     1.579      94          1.109
   20     7.091      45     3.136       70     1.544      95          1.097
   21     6.886      46     3.036       71     1.511      96          1.083
   22     6.684      47     2.939       72     1.480      97          1.069
   23     6.484      48     2.847       73     1.450      98          1.054
   24     6.288      49     2.757       74     1.422      99          1.040
                                                         100          1.000

THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

- --------------------------------------------------------------------------------
Strategic Advantage                  172

<PAGE>



                               APPENDIX A (CONT.)

                                 FACTORS FOR THE
                          CASH VALUE ACCUMULATION TEST
                           FOR A LIFE INSURANCE POLICY

                                 UNISEX 1 SMOKER


Attained          Attained           Attained           Attained
  Age     Factor     Age    Factor     Age     Factor      Age           Factor

   0      10.511     25      4.963      50      2.267      75            1.330
   1      10.508     26      4.811      51      2.205      76            1.312
   2      10.203     27      4.661      52      2.145      77            1.295
   3      9.897      28      4.515      53      2.088      78            1.280
   4      9.597      29      4.371      54      2.034      79            1.265
   5      9.301      30      4.231      55      1.982      80            1.251
   6      9.007      31      4.094      56      1.933      81            1.238
   7      8.718      32      3.962      57      1.886      82            1.225
   8      8.433      33      3.834      58      1.841      83            1.213
   9      8.153      34      3.710      59      1.798      84            1.202
   10     7.879      35      3.590      60      1.757      85            1.191
   11     7.613      36      3.475      61      1.717      86            1.182
   12     7.356      37      3.363      62      1.680      87            1.173
   13     7.109      38      3.256      63      1.644      88            1.164
   14     6.876      39      3.153      64      1.610      89            1.155
   15     6.654      40      3.054      65      1.577      90            1.147
   16     6.456      41      2.959      66      1.547      91            1.138
   17     6.269      42      2.869      67      1.518      92            1.129
   18     6.091      43      2.782      68      1.490      93            1.120
   19     5.919      44      2.698      69      1.464      94            1.109
   20     5.752      45      2.619      70      1.438      95            1.097
   21     5.590      46      2.542      71      1.414      96            1.083
   22     5.430      47      2.469      72      1.391      97            1.069
   23     5.272      48      2.399      73      1.369      98            1.054
   24     5.117      49      2.331      74      1.349      99            1.040
                                                           100           1.000

THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

- --------------------------------------------------------------------------------
Strategic Advantage                   173

<PAGE>



                               APPENDIX A (CONT.)

                                 FACTORS FOR THE
                          CASH VALUE ACCUMULATION TEST
                           FOR A LIFE INSURANCE POLICY

                               UNISEX 2 NONSMOKER


Attained          Attained          Attained           Attained
   Age    Factor    Age     Factor    Age     Factor     Age          Factor

    0     12.943     25     6.234      50     2.733       75          1.418
    1     13.032     26     6.037      51     2.649       76          1.392
    2     12.683     27     5.845      52     2.568       77          1.368
    3     12.327     28     5.657      53     2.490       78          1.345
    4     11.975     29     5.473      54     2.415       79          1.323
    5     11.626     30     5.294      55     2.343       80          1.303
    6     11.278     31     5.120      56     2.275       81          1.283
    7     10.934     32     4.950      57     2.209       82          1.265
    8     10.593     33     4.786      58     2.146       83          1.247
    9     10.256     34     4.627      59     2.085       84          1.231
   10     9.926      35     4.474      60     2.027       85          1.216
   11     9.604      36     4.325      61     1.972       86          1.202
   12     9.292      37     4.182      62     1.918       87          1.190
   13     8.994      38     4.043      63     1.868       88          1.178
   14     8.710      39     3.910      64     1.819       89          1.166
   15     8.443      40     3.782      65     1.773       90          1.155
   16     8.188      41     3.658      66     1.729       91          1.144
   17     7.945      42     3.539      67     1.687       92          1.133
   18     7.712      43     3.424      68     1.647       93          1.122
   19     7.487      44     3.314      69     1.609       94          1.110
   20     7.267      45     3.208      70     1.573       95          1.097
   21     7.053      46     3.106      71     1.538       96          1.084
   22     6.843      47     3.007      72     1.506       97          1.069
   23     6.637      48     2.912      73     1.475       98          1.054
   24     6.433      49     2.821      74     1.445       99          1.040
                                                         100          1.000

THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

- --------------------------------------------------------------------------------
Strategic Advantage                  174

<PAGE>



                               APPENDIX A (CONT.)

                                 FACTORS FOR THE
                          CASH VALUE ACCUMULATION TEST
                           FOR A LIFE INSURANCE POLICY

                                 UNISEX 2 SMOKER


Attained           Attained          Attained          Attained
   Age    Factor     Age     Factor    Age     Factor    Age          Factor

    0     10.942      25     5.143      50     2.347      75          1.361
    1     10.931      26     4.984      51     2.282      76          1.341
    2     10.616      27     4.828      52     2.221      77          1.323
    3     10.298      28     4.675      53     2.162      78          1.306
    4     9.985       29     4.526      54     2.105      79          1.289
    5     9.677       30     4.380      55     2.052      80          1.274
    6     9.373       31     4.239      56     2.000      81          1.259
    7     9.072       32     4.102      57     1.951      82          1.244
    8     8.777       33     3.969      58     1.904      83          1.230
    9     8.487       34     3.841      59     1.859      84          1.217
   10     8.203       35     3.717      60     1.816      85          1.205
   11     7.927       36     3.597      61     1.774      86          1.194
   12     7.660       37     3.481      62     1.735      87          1.183
   13     7.405       38     3.371      63     1.697      88          1.173
   14     7.161       39     3.264      64     1.660      89          1.163
   15     6.930       40     3.162      65     1.626      90          1.153
   16     6.721       41     3.064      66     1.594      91          1.143
   17     6.523       42     2.970      67     1.563      92          1.133
   18     6.334       43     2.880      68     1.534      93          1.122
   19     6.152       44     2.794      69     1.505      94          1.110
   20     5.975       45     2.711      70     1.478      95          1.097
   21     5.803       46     2.632      71     1.452      96          1.084
   22     5.634       47     2.556      72     1.427      97          1.069
   23     5.468       48     2.484      73     1.404      98          1.054
   24     5.305       49     2.414      74     1.382      99          1.040
                                                         100          1.000

THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

- --------------------------------------------------------------------------------
Strategic Advantage                   175

<PAGE>



                                   APPENDIX B

                                 FACTORS FOR THE
                   GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
                           FOR A LIFE INSURANCE POLICY


Attained          Attained          Attained            Attained
   Age    Factor    Age     Factor    Age     Factor      Age          Factor

    0      2.50      25      2.50      50      1.85        75           1.05
    1      2.50      26      2.50      51      1.78        76           1.05
    2      2.50      27      2.50      52      1.71        77           1.05
    3      2.50      28      2.50      53      1.64        78           1.05
    4      2.50      29      2.50      54      1.57        79           1.05
    5      2.50      30      2.50      55      1.50        80           1.05
    6      2.50      31      2.50      56      1.46        81           1.05
    7      2.50      32      2.50      57      1.42        82           1.05
    8      2.50      33      2.50      58      1.38        83           1.05
    9      2.50      34      2.50      59      1.34        84           1.05
   10      2.50      35      2.50      60      1.30        85           1.05
   11      2.50      36      2.50      61      1.28        86           1.05
   12      2.50      37      2.50      62      1.26        87           1.05
   13      2.50      38      2.50      63      1.24        88           1.05
   14      2.50      39      2.50      64      1.22        89           1.05
   15      2.50      40      2.50      65      1.20        90           1.05
   16      2.50      41      2.43      66      1.19        91           1.04
   17      2.50      42      2.36      67      1.18        92           1.03
   18      2.50      43      2.29      68      1.17        93           1.02
   19      2.50      44      2.22      69      1.16        94           1.01
   20      2.50      45      2.15      70      1.15        95           1.00
   21      2.50      46      2.09      71      1.13        96           1.00
   22      2.50      47      2.03      72      1.11        97           1.00
   23      2.50      48      1.97      73      1.09        98           1.00
   24      2.50      49      1.91      74      1.07        99           1.00
                                                          100           1.00



THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

- --------------------------------------------------------------------------------
Strategic Advantage                  176

<PAGE>



                                   APPENDIX C

PERFORMANCE INFORMATION

POLICY PERFORMANCE

The following hypothetical illustrations demonstrate how the actual investment
experience of each variable investment option of the separate account affects
the cash surrender value, account value and death benefit of a policy. These
hypothetical illustrations are based on the actual historical return of each
portfolio as if a policy had been issued on the date indicated. Each portfolio's
annual total return is based on the total return calculated for each fiscal
year. These annual total return figures reflect the net portfolio's management
fees after any voluntary waiver and other operating expenses but do not reflect
the policy level or separate account asset-based charges and deductions, which
if reflected, would result in lower total return figures than those shown.

The illustrations are based on the payment of a $5,750 annual premium, received
at the beginning of each year, for a hypothetical policy with a $300,000 stated
death benefit, the cash value accumulation test, death benefit option 1, issued
to a nonsmoker male, age 45. It is assumed that all premiums are allocated to
the variable investment option illustrated for the period shown. The benefits
are calculated for a specific date. The amount and timing of premium payments
and the use of other policy features, such as policy loans, would affect
individual policy benefits.

The amounts shown for the cash surrender values, account values and death
benefits take into account the charges against premiums, current cost of
insurance and monthly deductions, the daily charge against the separate account
for mortality and expense risks, and each portfolio's charges and expenses. SEE
CHARGES, DEDUCTIONS AND REFUNDS, PAGE 45. This prospectus also contains
illustrations based on assumed rates of return. SEE ILLUSTRATIONS OF DEATH
BENEFITS, ACCOUNT VALUES, CASH SURRENDER VALUES AND ACCUMULATED PREMIUMS, PAGE
54.

Past performance is not an indication of future results. Actual investment
results may be more or less than those shown in the hypothetical illustrations.

- --------------------------------------------------------------------------------
Strategic Advantage                   177

<PAGE>



                           HYPOTHETICAL ILLUSTRATIONS

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Standard Risk Class                                       Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



AIM V.I. CAPITAL APPRECIATION FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/94            2.50%                4,682             4,394        300,000
12/31/95           35.69%               11,731            11,587        300,000
12/31/96           17.58%               18,177            18,177        300,000
12/31/97           13.51%               24,874            24,874        300,000
12/31/98           19.30%               34,113            34,113        300,000
12/31/99           44.61%               55,344            55,344        300,000

AIM V.I. GOVERNMENT SECURITIES FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/94          -3.73%                 4,394             4,106        300,000
12/31/95           15.56%                9,607             9,463        300,000
12/31/96            2.29%               13,576            13,576        300,000
12/31/97            8.16%               18,715            18,715        300,000
12/31/98            7.66%               24,117            24,117        300,000
12/31/99          -1.32%                27,748            27,748        300,000

ALGER AMERICAN GROWTH PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90            4.14%                4,757             4,470        300,000
12/31/91           40.39%               12,256            12,112        300,000
12/31/92           12.38%               17,936            17,936        300,000
12/31/93           22.47%               26,593            26,593        300,000
12/31/94            1.45%               30,651            30,651        300,000
12/31/95           36.37%               47,451            47,451        300,000
12/31/96           13.35%               58,333            58,333        300,000
12/31/97           25.75%               78,447            78,447        300,000
12/31/98           48.07%              122,161           122,161        300,000
12/31/99           33.74%              168,326           168,326        397,250

The assumptions underlying these values are described in Performance
Information, page 177.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage                  178

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Standard Risk Class                                       Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/96           12.04%                5,123             4,836        300,000
12/31/97           19.68%               10,831            10,687        300,000
12/31/98           57.83%               23,197            23,197        300,000
12/31/99           78.06%               48,310            48,310        300,000

ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/94          -1.54%                 4,495             4,207        300,000
12/31/95           44.45%               12,244            12,100        300,000
12/31/96           11.90%               17,843            17,843        300,000
12/31/97           15.01%               24,828            24,828        300,000
12/31/98           30.30%               37,259            37,259        300,000
12/31/99           31.85%               54,537            54,537        300,000

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90            8.71%                4,969             4,682        300,000
12/31/91           57.54%               14,132            13,988        300,000
12/31/92            3.55%               18,416            18,416        300,000
12/31/93           13.28%               25,092            25,092        300,000
12/31/94          -4.38%                27,425            27,425        300,000
12/31/95           44.31%               45,613            45,613        300,000
12/31/96            4.18%               51,660            51,660        300,000
12/31/97           11.39%               62,020            62,020        300,000
12/31/98           15.53%               76,288            76,288        300,000
12/31/99           43.42%              115,202           115,202        300,000

The assumptions underlying these values are described in Performance
Information, page 177.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage                   179

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Standard Risk Class                                       Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



FIDELITY VIP GROWTH PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90         -11.73%                 4,024             3,737        300,000
12/31/91           45.51%               11,655            11,511        300,000
12/31/92            9.32%               16,778            16,778        300,000
12/31/93           19.37%               24,527            24,527        300,000
12/31/94          -0.02%                28,140            28,140        300,000
12/31/95           35.36%               43,709            43,709        300,000
12/31/96           14.71%               54,763            54,763        300,000
12/31/97           23.48%               72,630            72,630        300,000
12/31/98           39.49%              106,967           106,967        300,000
12/31/99           37.44%              152,316           152,316        359,467

FIDELITY VIP MONEY MARKET PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90            8.04%                4,938             4,651        300,000
12/31/91            6.09%                9,367             9,224        300,000
12/31/92            3.90%               13,551            13,551        300,000
12/31/93            3.23%               17,808            17,808        300,000
12/31/94            4.25%               22,391            22,391        300,000
12/31/95            5.87%               27,991            27,991        300,000
12/31/96            5.41%               33,773            33,773        300,000
12/31/97            5.51%               39,919            39,919        300,000
12/31/98            5.46%               46,378            46,378        300,000
12/31/99            5.17%               52,992            52,992        300,000

The assumptions underlying these values are described in Performance
Information, page 177.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage                  180

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Standard Risk Class                                       Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



FIDELITY VIP OVERSEAS PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90          -1.67%                 4,489             4,201        300,000
12/31/91            8.00%                9,059             8,915        300,000
12/31/92         -10.72%                11,293            11,293        300,000
12/31/93           37.35%               20,816            20,816        300,000
12/31/94            1.72%               24,881            24,881        300,000
12/31/95            9.74%               31,758            31,758        300,000
12/31/96           13.15%               40,540            40,540        300,000
12/31/97           11.56%               49,759            49,759        300,000
12/31/98           12.81%               60,703            60,703        300,000
12/31/99           42.55%               92,371            92,371        300,000

FIDELITY VIP II ASSET MANAGER PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90            6.72%                4,877             4,589        300,000
12/31/91           22.56%               10,799            10,655        300,000
12/31/92           11.71%               16,205            16,205        300,000
12/31/93           21.23%               24,227            24,227        300,000
12/31/94          -6.09%                26,115            26,115        300,000
12/31/95           16.96%               35,324            35,324        300,000
12/31/96           14.60%               45,138            45,138        300,000
12/31/97           20.65%               59,385            59,385        300,000
12/31/98           15.05%               72,949            72,949        300,000
12/31/99           11.09%               85,407            85,407        300,000

The assumptions underlying these values are described in Performance
Information, page 177.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage                   181

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Standard Risk Class                                       Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



FIDELITY VIP II INDEX 500 PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/93            9.74%                5,017             4,729        300,000
12/31/94            1.04%                8,986             8,842        300,000
12/31/95           37.19%               17,559            17,559        300,000
12/31/96           22.82%               26,210            26,210        300,000
12/31/97           32.82%               39,822            39,822        300,000
12/31/98           28.31%               56,332            56,332        300,000
12/31/99           20.51%               72,717            72,717        300,000

INVESCO VIF-EQUITY INCOME FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/95           29.25%                5,923             5,636        300,000
12/31/96           22.28%               12,047            11,903        300,000
12/31/97           28.17%               20,271            20,271        300,000
12/31/98           15.30%               27,681            27,681        300,000
12/31/99           14.84%               36,025            36,025        300,000

INVESCO VIF-HIGH YIELD FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/95           19.76%                5,482             5,194        300,000
12/31/96           16.59%               10,958            10,814        300,000
12/31/97           17.33%               17,235            17,235        300,000
12/31/98            1.42%               21,207            21,207        300,000
12/31/99            9.20%               27,182            27,182        300,000

INVESCO VIF-SMALL COMPANY GROWTH FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/98           16.38%                5,325             5,037        300,000
12/31/99           91.06%               17,904            17,760        300,000

The assumptions underlying these values are described in Performance
Information, page 177.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage                   182

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Standard Risk Class                                       Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



INVESCO VIF-TOTAL RETURN FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/95           22.79%                5,623             5,335        300,000
12/31/96           12.18%               10,688            10,544        300,000
12/31/97           22.91%               17,752            17,752        300,000
12/31/98            9.56%               23,523            23,523        300,000
12/31/99          -3.40%                26,203            26,203        300,000

INVESCO VIF-UTILITIES FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/95            9.08%                4,986             4,699        300,000
12/31/96           12.76%               10,031             9,887        300,000
12/31/97           23.41%               17,019            17,019        300,000
12/31/98           25.48%               26,117            26,117        300,000
12/31/99           19.13%               35,539            35,539        300,000

NEUBERGER BERMAN GROWTH PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90          -8.19%                 4,188             3,900        300,000
12/31/91           29.73%               10,562            10,418        300,000
12/31/92            9.54%               15,620            15,620        300,000
12/31/93            6.79%               20,644            20,644        300,000
12/31/94          -4.99%                23,037            23,037        300,000
12/31/95           31.73%               35,822            35,822        300,000
12/31/96            9.14%               43,502            43,502        300,000
12/31/97           29.01%               61,437            61,437        300,000
12/31/98           15.53%               75,617            75,617        300,000
12/31/99           50.40%              119,833           119,833        300,000

The assumptions underlying these values are described in Performance
Information, page 177.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage                  183

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Standard Risk Class                                       Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



NEUBERGER BERMAN LIMITED MATURITY BOND PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90            8.32%                4,951             4,664        300,000
12/31/91           11.34%                9,862             9,718        300,000
12/31/92            5.18%               14,242            14,242        300,000
12/31/93            6.63%               19,149            19,149        300,000
12/31/94          -0.15%                22,754            22,754        300,000
12/31/95           10.94%               29,760            29,760        300,000
12/31/96            4.31%               35,253            35,253        300,000
12/31/97            6.74%               41,965            41,965        300,000
12/31/98            4.39%               48,028            48,028        300,000
12/31/99            1.48%               52,782            52,782        300,000

NEUBERGER BERMAN PARTNERS PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/95           36.47%                6,259             5,972        300,000
12/31/96           29.57%               13,219            13,076        300,000
12/31/97           31.25%               22,306            22,306        300,000
12/31/98            4.21%               27,071            27,071        300,000
12/31/99            7.37%               32,988            32,988        300,000

The assumptions underlying these values are described in Performance
Information, page 177.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage                   184

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Standard Risk Class                                       Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



VAN ECK WORLDWIDE BOND FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90           11.25%                5,087             4,799        300,000
12/31/91           18.39%               10,667            10,524        300,000
12/31/92          -5.25%                13,536            13,536        300,000
12/31/93            7.79%               18,605            18,605        300,000
12/31/94          -1.32%                21,946            21,946        300,000
12/31/95           17.30%               30,556            30,556        300,000
12/31/96            2.53%               35,454            35,454        300,000
12/31/97            2.38%               40,434            40,434        300,000
12/31/98           12.75%               50,198            50,198        300,000
12/31/99          -7.82%                49,889            49,889        300,000

VAN ECK WORLDWIDE EMERGING MARKETS FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/96           26.82%                5,810             5,523        300,000
12/31/97         -11.61%                 8,520             8,377        300,000
12/31/98         -34.15%                 7,845             7,845        300,000
12/31/99          100.28%               23,805            23,805        300,000

VAN ECK WORLDWIDE HARD ASSETS FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/91          -2.93%                 4,430             4,143        300,000
12/31/92          -4.09%                 7,954             7,810        300,000
12/31/93           64.83%               19,533            19,533        300,000
12/31/94          -4.78%                22,054            22,054        300,000
12/31/95           10.99%               28,574            28,574        300,000
12/31/96           18.04%               38,547            38,547        300,000
12/31/97          -1.67%                41,807            41,807        300,000
12/31/98         -30.93%                31,487            31,487        300,000
12/31/99           21.00%               43,130            43,130        300,000

The assumptions underlying these values are described in Performance
Information, page 177.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage                  185

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Standard Risk Class                                       Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



VAN ECK WORLDWIDE REAL ESTATE FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/98         -11.35%                 4,042             3,754        300,000
12/31/99          -2.01%                 7,754             7,611        300,000

The assumptions underlying these values are described in Performance
Information, page 177.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage                   186

<PAGE>









                      [THIS PAGE INTENTIONALLY LEFT BLANK]













- --------------------------------------------------------------------------------
Strategic Advantage                  187



                                   Prospectus

                 STRATEGIC ADVANTAGE II VARIABLE UNIVERSAL LIFE
           A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                                    issued by

                    SECURITY LIFE OF DENVER INSURANCE COMPANY
                                       AND
                        SECURITY LIFE SEPARATE ACCOUNT L1




Consider carefully the policy charges, deductions, and refunds beginning on page
44 in this prospectus.


You should read this prospectus and keep it for future reference. A prospectus
for each underlying investment portfolio must accompany and should be read
together with this prospectus.


This policy is not available in all jurisdictions. This policy is not offered in
any jurisdiction where this type of offering is not legal. Depending on the
state where it is issued, policy features may vary. You should rely only on the
information contained in this prospectus. We have not authorized anyone to
provide you with information that is different.


Replacing your existing life insurance policy(ies) with this policy may not be
beneficial to you.


YOUR POLICY
    o    is a flexible premium variable universal life insurance policy;
    o    is issued by Security Life of Denver Insurance Company;
    o    is designed primarily for use on a multi-life basis when the insured
         people share a common employment or business relationship;
    o    is guaranteed not to lapse during the first three policy years if you
         meet certain requirements; and
    o    is returnable by you during the free look period if you are not
         satisfied.

YOUR PREMIUM PAYMENTS
    o    are flexible, so the premium amount and frequency may vary;
    o    are allocated to variable investment options and the guaranteed
         interest division, based on your instructions;
    o    are invested in shares of the underlying investment portfolios under
         each variable investment option; and
    o    can be invested in as many as eighteen investment options over the
         policy's lifetime.

YOUR ACCOUNT VALUE
    o    is the sum of your holdings in the variable division, the guaranteed
         interest division and the loan division;
    o    has no guaranteed minimum value under the variable division. The value
         varies with the value of the underlying investment portfolio;
    o    has a minimum guaranteed rate of return for amounts in the guaranteed
         interest division; and
    o    is subject to specified expenses and charges.

DEATH PROCEEDS
    o    are paid if the policy is in force when the insured person dies;
    o    are equal to the death benefit minus an outstanding policy loan,
         accrued loan interest and unpaid charges incurred before the insured
         person dies;
    o    are calculated under your choice of options;
         *    Option 1- a fixed minimum death benefit;
         *    Option 2- a stated death benefit plus your account value; and
    o    are generally not federally income taxed if your policy continues to
         meet the federal income tax definition of life insurance.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS LIFE INSURANCE POLICY IS NOT A BANK DEPOSIT OR OBLIGATION, FEDERALLY
INSURED OR BACKED BY ANY BANK OR GOVERNMENT AGENCY.

                         DATE OF PROSPECTUS MAY 1, 2000



<PAGE>



ISSUED BY: Security Life of Denver  UNDERWRITTEN BY: ING America Equities, Inc.
               Insurance Company                     1290 Broadway
           ING Security Life Center                  Denver, CO 80203-5699
           1290 Broadway                             (303) 860-2000
           Denver, CO 80203-5699
           (800) 525-9852


THROUGH ITS:       Security Life Separate Account L1


ADMINISTERED BY:   Customer Service Center
                   P.O. Box 173888
                   Denver, CO 80217-3888
                   (800) 848-6362


- --------------------------------------------------------------------------------
Strategic Advantage II                 2

<PAGE>



                                TABLE OF CONTENTS


POLICY SUMMARY.................................................................4
      Your Policy..............................................................4
      Free Look Period.........................................................4
      Premium Payments.........................................................4
      Charges, Deductions and Refunds..........................................4
      Variable Division........................................................6
      Fees and Expenses of the Investment Portfolios...........................6
      Guaranteed Interest Division.............................................8
      Policy Values............................................................8
      Transfers of Account Value...............................................8
      Special Policy Features..................................................8
      Policy Modification, Termination and Continuation
           Features............................................................9
      Death Benefits..........................................................10
      Tax Considerations......................................................10

SECURITY LIFE, THE SEPARATE ACCOUNT
      AND THE INVESTMENT OPTIONS..............................................12
      Security Life of Denver Insurance Company...............................12
      Security Life Separate Account L1.......................................12
      Investment Portfolio Objectives.........................................13
      Guaranteed Interest Division............................................18
      Maximum Number of Investment Options....................................18

DETAILED INFORMATION ABOUT THE
      POLICY..................................................................18
      Applying for a Policy...................................................18
      Temporary Insurance.....................................................19
      Policy Issuance.........................................................19
      Premiums................................................................19
      Premium Payments Affect Your Coverage...................................21
      Death Benefits..........................................................22
      Riders..................................................................27
      Special Features........................................................28
      Policy Values...........................................................30
      Transfers of Account Value..............................................31
      Dollar Cost Averaging...................................................32
      Automatic Rebalancing...................................................33
      Policy Loans............................................................34
      Partial Withdrawals.....................................................35
      Lapse...................................................................36
      Reinstatement...........................................................37
      Surrender...............................................................37
      General Policy Provisions...............................................38
           Free Look Period...................................................38
           Your Policy........................................................38
           Guaranteed Issue...................................................38
           Age  ..............................................................38
           Ownership..........................................................39
           Beneficiary(ies)...................................................39
           Collateral Assignment..............................................39
           Incontestability...................................................39
           Misstatements of Age or Gender.....................................39
           Suicide............................................................39
           Transaction Processing.............................................40


           Notification and Claims Procedures.................................40
           Telephone Privileges...............................................40
           Non-participation..................................................41
           Distribution of the Policies.......................................41
           Advertising Practices and Sales Literature.........................41
           Settlement Provisions..............................................42
      Administrative Information About the Policy.............................42

CHARGES, DEDUCTIONS AND REFUNDS...............................................44
      Deductions from Premiums................................................44
      Daily Deductions from the Separate Account..............................45
      Monthly Deductions from Account Value...................................45
      Policy Transaction Fees.................................................46
      Persistency Refund......................................................47
      Refund of Sales Charges.................................................47
      Group or Sponsored Arrangements, or Corporate
           Purchasers.........................................................47

TAX CONSIDERATIONS............................................................48
      Tax Status of the Policy................................................48
      Diversification Requirements............................................49
      Tax Treatment of Policy Death Benefits..................................49
      Modified Endowment Contracts............................................49
      Multiple Policies.......................................................50
      Distributions Other than Death Benefits from
           Modified Endowment Contracts.......................................50
      Distributions Other than Death Benefits from
           Policies That Are Not Modified Endowment
           Contracts..........................................................50
      Investment in the Policy................................................50
      Policy Loans............................................................50
      Section 1035 Exchanges..................................................51
      Tax-exempt Policy Owners................................................51
      Possible Tax Law Changes................................................51
      Changes to Comply with the Law..........................................51
      Other...................................................................51

ILLUSTRATIONS.................................................................53

ADDITIONAL INFORMATION........................................................61
      Directors and Officers..................................................61
      Regulation..............................................................62
      Legal Matters...........................................................62
      Legal Proceedings.......................................................62
      Experts.................................................................62
      Registration Statement..................................................62

INDEX OF SPECIAL TERMS........................................................63

FINANCIAL STATEMENTS..........................................................64

APPENDIX A...................................................................166

APPENDIX B...................................................................167

APPENDIX C...................................................................168



- --------------------------------------------------------------------------------
Strategic Advantage II                 3

<PAGE>



POLICY SUMMARY

YOUR POLICY

Your policy provides life insurance protection on the insured person. The policy
includes the basic policy, applications and riders or endorsements. As long as
the policy remains in force, we pay a death benefit at the death of the insured
person. While your policy is in force, you may access a portion of your policy
value by taking loans or partial withdrawals. You may surrender your policy for
its net cash surrender value. At the policy anniversary nearest the insured
person's 100th birthday, if the insured person is still alive you may surrender
your policy or continue it under the continuation of coverage option. SEE
CONTINUATION OF COVERAGE, PAGE 29.

We designed Strategic Advantage II primarily for use on a multi-life basis where
the insured people share common employment or a business relationship. The
policy may be owned individually or by a corporation, trust, association or
similar entity. The policy may be used for such purposes as informally funding
non-qualified executive deferred compensation, salary continuation plans,
retiree medical benefits or other purposes.

Life insurance is not a short-term investment. You should evaluate your need for
life insurance coverage and this policy's long-term investment potential and
risks before purchasing a policy.


FREE LOOK PERIOD

Within limits as specified by law, you have the right to examine your policy and
return it for a refund of all premium payments we have received or the account
value, if you are not satisfied for any reason. The policy is then void. SEE
FREE LOOK PERIOD, PAGE 38.


PREMIUM PAYMENTS

The policy is a flexible premium policy because the amount and frequency of the
premium payments you make may vary within limits. You must make premium
payments:
    o    for us to issue your policy;
    o    sufficient to keep your policy in force; and
    o    as necessary to continue certain benefits.

Depending on the amount of premium you choose to pay, it may not be enough to
keep your policy or certain riders in force. SEE PREMIUMS, PAGE 19.

ALLOCATION OF NET PREMIUMS

This policy has premium-based charges which are subtracted from your payments.
We add the balance, or net premium, to your policy based on your investment
instructions. You may allocate the net premium among one or more variable
investment options and the guaranteed interest division. SEE ALLOCATION OF NET
PREMIUMS, PAGE 21.


CHARGES, DEDUCTIONS AND REFUNDS

All charges presented here are current unless stated otherwise.

- --------
This summary highlights some important points about your policy. The policy is
more fully described in the attached, complete prospectus. Please read it
carefully. "We," "us," "our" and the "company" refer to Security Life of Denver
Insurance Company. "You" and "your" refer to the policy owner. The owner is the
individual, entity, partnership, representative or party who may exercise all
rights over the policy and receive the policy benefits during the insured
person's lifetime.

State variations are covered in a special policy form used in that state. This
prospectus provides a general description of the policy. Your actual policy and
any riders are the controlling documents. If you would like to review a copy of
the policy and riders, contact our customer service center or your
agent/registered representative.

- --------------------------------------------------------------------------------
Strategic Advantage II                 4

<PAGE>



                                     CHARGES

                 Other Than Investment Portfolio Annual Expenses
                 (SEE CHARGES, DEDUCTIONS AND REFUNDS, PAGE 44)


<TABLE>

<S>                                <C>                                     <C>
Charge                             When Charge is Deducted                 Amount Deducted

Tax Charges                        Each premium payment received           2.5% for state and local taxes; 1.5%
                                                                           for estimated federal income tax
                                                                           treatment of deferred acquisition costs.

Sales Charge                       Each premium payment received           Percentage of policy or segment premium
                                                                           up to target premium and above target
                                                                           premium: year 1-10 up to target 12%,
                                                                           above target 3%, year 11 + 3% of all
                                                                           premium received.

Mortality & Expense Risk Charge    Daily, included in unit value           0.002055% daily (0.75% annually)

Policy Charge                      Monthly from account value              $10 per month for first three
                                                                           policy years.

Monthly Administrative Charge      Monthly from account value              $3 per month plus $0.025 per $1,000 of
                                                                           stated death benefit or target death
                                                                           benefit, if greater. $30 current
                                                                           monthly maximum.

Cost of Insurance Charge           Monthly from account value              Varies based on current cost of
                                                                           insurance rates and net amount at risk.

Rider Charges                      Monthly from account value              Varies depending on the rider benefits
                                                                           you choose.

Partial Withdrawal Fee             Transaction date from account value     Up to $25.

Transfer Fee                       Transaction date from account value     Twelve free transfers per policy year,
                                                                           then $25 per transfer.

Illustration Fee                   Transaction date from account value     One free illustration per policy year,
                                                                           then a $25 fee may apply.

Premium Allocation Change          Transaction date from account value     Twelve free premium allocation changes
                                                                           per policy year, then $25 per change.

Continuation of Coverage           Policy anniversary nearest  insured     One-time $200 administrative fee.
                                   person's 100th birthday from
                                   account value
</TABLE>






- --------------------------------------------------------------------------------
Strategic Advantage II                 5

<PAGE>



VARIABLE DIVISION

If you invest in the variable investment options, you may make or lose money
depending on market conditions. The variable investment options are described in
the prospectuses for the underlying investment portfolios. Each investment
portfolio has its own investment objective. SEE INVESTMENT PORTFOLIO OBJECTIVES,
PAGE 13.


FEES AND EXPENSES OF THE INVESTMENT PORTFOLIOS

The separate account purchases shares of the underlying investment portfolios,
at net asset value. This price reflects investment management fees and other
direct expenses deducted from the portfolio assets. This table describes these
fees and expenses in gross amounts and net amounts after waiver or reimbursement
of fees or expenses by the investment portfolio advisers. Waivers or
reimbursements are voluntary and subject to change. The portfolio expense
information was provided to us by the portfolios and we have not independently
verified this information.

These expenses are not direct charges against variable division assets or
reductions from contract values; rather these expenses are included in computing
each underlying portfolio's net asset value, which is the share price used to
calculate the unit values of the variable investment options. For a more
complete description of the portfolios' costs and expenses, see the prospectuses
for the portfolios.


- --------------------------------------------------------------------------------
Strategic Advantage II                 6

<PAGE>



INVESTMENT PORTFOLIO ANNUAL EXPENSES (AS A PERCENTAGE OF PORTFOLIO AVERAGE NET
ASSETS)

<TABLE>
<CAPTION>

                                                                                                      Fees and
                                                          Investment                     Total        Expenses      Total Net
                                                          Management        Other      Portfolio      Waived or     Portfolio
            Portfolio                                        Fees         Expenses     Expenses      Reimbursed     Expenses
            ---------                                        ----         --------     --------      ----------     --------

<S>                                                          <C>           <C>           <C>           <C>           <C>
AIM VARIABLE INSURANCE FUNDS
AIM V.I. Capital Appreciation Fund                           0.62%         0.11%         0.73%          NA           0.73%
AIM V.I. Government Securities Fund                          0.50%         0.40%/1/      0.90%          NA           0.90%
THE ALGER AMERICAN FUND
Alger American Growth Portfolio                              0.75%         0.04%         0.79%          NA           0.79%
Alger American Leveraged AllCap Portfolio                    0.85%         0.08%/2/      0.93%          NA           0.93%
Alger American MidCap Growth Portfolio                       0.80%         0.05%         0.85%          NA           0.85%
Alger American Small Capitalization Portfolio                0.85%         0.05%         0.90%          NA           0.90%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Growth Portfolio                                         0.58%         0.08%         0.66%          NA           0.66%/3/
VIP Money Market Portfolio                                   0.18%         0.09%         0.27%          NA           0.27%
VIP Overseas Portfolio                                       0.73%         0.18%         0.91%          NA           0.91%/3/
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP II Asset Manager Portfolio                               0.53%         0.10%         0.63%          NA           0.63%/3/
VIP II Index 500 Portfolio                                   0.24%         0.10%         0.34%         0.06%         0.28%
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-Equity Income Fund/4/                            0.75%         0.44%         1.19%         0.02%         1.17%
INVESCO VIF-High Yield Fund/5/                               0.60%         0.48%         1.08%         0.01%         1.07%
INVESCO VIF-Small Company Growth Fund/6/                     0.75%         3.35%         4.10%         2.39%         1.71%
INVESCO VIF-Total Return Fund/7/                             0.75%         0.55%         1.30%         0.13%         1.17%
INVESCO VIF-Utilities Fund/8/                                0.60%         1.08%         1.68%         0.47%         1.21%
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Growth Portfolio                                             0.84%         0.08%         0.92%          NA           0.92%
Limited Maturity Bond Portfolio                              0.65%         0.11%         0.76%          NA           0.76%
Partners Portfolio                                           0.80%         0.07%         0.87%          NA           0.87%
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund                                          1.00%         0.22%         1.22%          NA           1.22%
Worldwide Emerging Markets Fund                              1.00%         0.54%         1.54%        0.20%/9/       1.34%
Worldwide Hard Assets Fund                                   1.00%         0.26%         1.26%          NA           1.26%
Worldwide Real Estate Fund                                   1.00%         2.23%         3.23%        1.79%/10/      1.44%
</TABLE>

- ----------------------------

/1/   Included in AIM V.I. Government Securities Fund's "Other Expenses" is
      0.10% of interest expense.

/2/   Included in Alger American Leveraged AllCap portfolio's "Other Expenses"
      is 0.01% of interest expense.

/3/   Fidelity absorbed a portion of the portfolio and custodian expenses for
      some portfolios with part of the brokerage commissions and un-invested
      cash balances. After this absorption, "Total Portfolio Expenses" are 0.65%
      for Growth portfolio, 0.87% for Overseas portfolio and 0.62% for Asset
      Manager portfolio.

- --------------------------------------------------------------------------------
Strategic Advantage II                 7

<PAGE>



/4/   INVESCO absorbed a portion of VIF-Equity Income Fund's "Other Expenses"
      and "Total Portfolio Expenses." After this absorption, these expenses are
      0.42% and 1.17% respectively.

/5/   INVESCO absorbed a portion of VIF-High Yield Fund's "Other Expenses" and
      "Total Portfolio Expenses." After this absorption, these expenses are
      0.47% and 1.07% respectively.

/6/   INVESCO absorbed a portion of VIF-Small Company Growth Fund's "Other
      Expenses" and "Total Portfolio Expenses." After this absorption, these
      expenses are 0.96% and 1.71%, respectively.

/7/   INVESCO absorbed a portion of VIF-Total Return Fund's "Other Expenses" and
      "Total Portfolio Expenses." After this absorption, these expenses are
      0.42% and 1.17%, respectively.

/8/   INVESCO absorbed a portion of VIF-Utilities Fund's "Other Expenses" and
      "Total Portfolio Expenses." After this absorption, these expenses are
      0.61% and 1.21%, respectively.

/9/   Van Eck Associates Corporation absorbed expenses exceeding 1.30% of the
      Fund's average daily assets, effective May 13, 1999.

/10/  Van Eck Associates Corporation absorbed certain expenses exceeding 1.50%.
      The fund's expenses were also reduced by a fee arrangement based on cash
      balances left on deposit with the custodian and a directed brokerage
      arrangement where the fund directs certain portfolio trades to a broker
      that, in turn, pays a potion of the fund's expenses.


GUARANTEED INTEREST DIVISION

The guaranteed interest division guarantees principal and is part of our general
account. Any amount you direct into the guaranteed interest division is credited
with interest at a fixed rate. SEE GUARANTEED INTEREST DIVISION, PAGE 18.


POLICY VALUES

Your policy account value is the amount you have in the guaranteed interest
division, plus the amount you have in each variable investment option. If you
have an outstanding policy loan, your account value includes the amount in the
loan division. SEE POLICY VALUES, PAGE 30 AND PARTIAL WITHDRAWALS, PAGE 35.

YOUR ACCOUNT VALUE IN THE VARIABLE DIVISION

Accumulation units are the way we measure value in the variable division.
Accumulation unit value is the value of one unit of a variable investment option
on a valuation date. Each variable investment option has a different
accumulation unit value. SEE DETERMINING VALUES IN THE VARIABLE DIVISION, PAGE
30.

The accumulation unit value for each variable investment option reflects the
investment performance of the underlying investment portfolio during the
valuation period. Each accumulation unit value reflects asset-based charges
under the policy and the expenses of the investment portfolios. SEE DETERMINING
VALUES IN THE VARIABLE DIVISION, PAGE 30 AND HOW WE CALCULATE ACCUMULATION UNIT
VALUES, PAGE 31.


TRANSFERS OF ACCOUNT VALUE

With some limitations, you may make twelve free transfers among the variable
investment options or to the guaranteed interest division each policy year. We
charge $25 for each transfer over twelve in a policy year. There are
restrictions on transfers from the guaranteed interest division. SEE TRANSFERS
OF ACCOUNT VALUE, PAGE 31 AND POLICY TRANSACTION FEES, PAGE 46.


SPECIAL POLICY FEATURES

DESIGNATED DEDUCTION INVESTMENT OPTION

You may designate one investment option from which we will deduct all of your
monthly deductions. SEE DESIGNATED DEDUCTION INVESTMENT OPTION, PAGE 28.

RIDERS

You may attach additional benefits to your policy by rider. In most cases, we
deduct a monthly charge from your account value for these benefits. SEE RIDERS,
PAGE 27.

- --------------------------------------------------------------------------------
Strategic Advantage II                 8

<PAGE>



DOLLAR COST AVERAGING

Dollar cost averaging is a systematic plan of transferring account values to
selected investment options. It is intended to protect your policy's value from
short-term price fluctuations. However, dollar cost averaging does not assure a
profit, nor does it protect against a loss in a declining market. Dollar cost
averaging is free. SEE DOLLAR COST AVERAGING, PAGE 32.

AUTOMATIC REBALANCING

Automatic rebalancing periodically reallocates your net account value among your
selected investment options to maintain your specified distribution of account
value among those investment options. Automatic rebalancing is free. SEE
AUTOMATIC REBALANCING, PAGE 33.

LOANS

You may take loans against your policy's net account value. We charge an annual
loan interest rate of 4.75%. We credit an annual interest rate of 4% on amounts
held in the loan division as collateral for your loan. Beginning in your
eleventh policy year, where permitted by law, we may include amounts in the loan
division for calculation of your policy's persistency refund. SEE POLICY LOANS,
PAGE 34.

Loans may have tax consequences. SEE TAX CONSIDERATIONS, PAGE 48.

PARTIAL WITHDRAWALS

You may withdraw part of your net account value any time after your first policy
anniversary. You may make only one partial withdrawal per policy year. Partial
withdrawals may reduce your policy's death benefit and will reduce your account
value. SEE PARTIAL WITHDRAWALS, PAGE 35.

Partial withdrawals may have tax consequences. SEE TAX CONSIDERATIONS, PAGE 48.

PERSISTENCY REFUND

After your tenth policy anniversary, where permitted by law, we add a
persistency refund to your account value. SEE PERSISTENCY REFUND, PAGE 47.




REFUND OF SALES CHARGE

If you surrender your policy within the first two policy years and the policy
has not lapsed, we will refund a portion of the sales charges we previously
deducted from the premiums we have received in the first policy year. SEE REFUND
OF SALES CHARGES, PAGE 47.


POLICY MODIFICATION, TERMINATION AND CONTINUATION FEATURES

RIGHT TO EXCHANGE POLICY

For 24 months after the policy date you may exchange your policy for a
guaranteed policy, unless law requires differently. There is no charge for this
exchange. SEE RIGHT TO EXCHANGE POLICY, PAGE 28.

SURRENDER

You may surrender your policy for its net cash surrender value at any time
before the death of the insured person. All insurance coverage ends on the date
we receive your request. SEE SURRENDER, PAGE 37.

LAPSE

In general, insurance coverage continues as long as your net account value is
enough to pay the monthly deductions. However, your policy and its riders are
guaranteed not to lapse during the first three years of your policy if the
conditions of the special continuation period have been met. SEE LAPSE, PAGE 36
AND SPECIAL CONTINUATION PERIOD, PAGE 21.

REINSTATEMENT

You may reinstate your policy and its riders within five years of its lapse if
you still own the policy and the insured person meets our underwriting
requirements.

You will need to give proof of insurability as at policy issue. You will also
need to pay required reinstatement premiums.

If the guaranteed minimum death benefit lapses and you do not correct it, this
feature terminates. Once it terminates, you cannot reinstate this feature.



- --------------------------------------------------------------------------------
Strategic Advantage II                 9

<PAGE>



If you had a policy loan existing when coverage ended, we will reinstate it with
accrued loan interest to the date of the lapse. SEE REINSTATEMENT, PAGE 37.

POLICY MATURITY

If the insured person is still living on the maturity date or the policy
anniversary nearest the insured person's 100th birthday and you do not choose to
let the continuation of coverage feature become effective, you must surrender
your policy. We will pay the net account value. Your policy then ends. SEE
POLICY MATURITY, PAGE 29.

CONTINUATION OF COVERAGE

At the policy anniversary nearest the insured person's 100th birthday, you may
choose to let the continuation of coverage feature become effective. If you do
so, we will deduct a one-time administrative fee of $200 and keep your policy in
force. SEE CONTINUATION OF COVERAGE, PAGE 29.


DEATH BENEFITS

After the death of the insured person, we pay death proceeds to the
beneficiary(ies) if your policy is still in force. Based on the death benefit
option you have chosen, the base death benefit varies.

We generally require a minimum stated death benefit of $50,000 to issue your
policy. However, we may lower this minimum for group or sponsored arrangements,
or corporate purchasers. SEE DEATH BENEFITS, PAGE 22.

You may change your death benefit amount while your policy is in force, subject
to certain restrictions. SEE CHANGES IN DEATH BENEFIT AMOUNTS, PAGE 25.


TAX CONSIDERATIONS

Under current federal income tax law, death benefits of life insurance policies
generally are not subject to income tax. In order for this treatment to apply,
the policy must qualify as a life insurance contract. We believe it is
reasonable to conclude that the policy will qualify as a life insurance
contract. SEE TAX STATUS OF THE POLICY, PAGE 48.

Assuming the policy qualifies as a life insurance contract under current federal
income tax law, your account value earnings are generally not subject to income
tax as long as they remain within your policy. However depending on
circumstances, the following events may cause taxable consequences for you:
    o    partial withdrawals;
    o    surrender; or
    o    lapse.

In addition, if your policy is a modified endowment contract, a loan against or
secured by the policy may cause income taxation. A penalty tax may be imposed on
a distribution from a modified endowment contract as well. SEE MODIFIED
ENDOWMENT CONTRACTS, PAGE 49.

In recent years, Congress has adopted new rules relating to life insurance owned
by businesses. Any business contemplating the purchase of a new policy or a
change in an existing policy should consult a tax adviser.

You should consult a qualified legal or tax adviser before you purchase your
policy.





- --------------------------------------------------------------------------------
Strategic Advantage II                 10

<PAGE>


                              HOW THE POLICY WORKS


<TABLE>

<S>                                                                               <C>                      <C>
YOUR PREMIUM             Premium Deductions
You make a premium  ---------------------------->
payment
                                                     o  sales charge
                                                     o  tax charges

                    <----------------------------
NET PREMIUM
We allocate the net
premium to the investment
options you choose
        |
        |
   -----------------------------------------
   |                                       |
   \/                                      \/
GUARANTEED                                VARIABLE INVESTMENT                     INVESTMENT PORTFOLIOS           The investment
INTEREST DIVISION                         OPTIONS                                 The variable investment         manager deducts
Amounts you allocate                      Amounts you allocate are      <--       options invest in               investment
are held in our general account           held in our separate account     -->    investment portfolios   ------> management fees
   |                                       |                                                                      and other
   -----------------------------------------                                                                      portfolio expenses
                                      |
                                      |
o  persistency refund       Refunds   |
                         ------------>|                       Monthly Deductions   o  policy charge
                                      |                    --------------------->  o  cost of insurance
                                      |                   |                           charge
                                      |                   |                        o  monthly administrative
                                      \/                  |                           charge
                               ACCUMULATED VALUE          |                        o  rider charges
                               The total value of your  --|
                               policy                     |
                                 |                        |    Separate Account
                                 |                        |      Deductions
                                 |                        |--------------------->  o  mortality and expense
                                 \/                       |                           risk charge
                        LOAN DIVISION                     |
                        Amount set aside to               |
                        secure a policy loan              |
                                                          |
                                                          |   Transaction Fees     o  partial withdrawal fee
                                                           --------------------->  o  transfer fee
                                                                                   o  illustration fee
                                                                                   o  premium allocation
                                                                                      change charge
                                                                                   o  continuation of
                                                                                      coverage administrative fee
</TABLE>





- --------------------------------------------------------------------------------
Strategic Advantage II                 11

<PAGE>



SECURITY LIFE, THE SEPARATE ACCOUNT AND THE INVESTMENT OPTIONS


SECURITY LIFE OF DENVER INSURANCE COMPANY

Security Life of Denver Insurance Company (Security Life) is a stock life
insurance company organized under the laws of the State of Colorado in 1929. Our
headquarters are located at 1290 Broadway, Denver, Colorado 80203-5699. We are
admitted to do business in the District of Columbia and all states except New
York. At the close of 1999, the company and its consolidated subsidiaries had
over $184.2 billion of life insurance in force. As of December 31, 1999 our
total assets were over $11.3 billion and our shareholder's equity was over $899
million.

We have a complete line of life insurance products, including:
    o    annuities;
    o    individual life;
    o    group life;
    o    pension products; and
    o    market life reinsurance.

Security Life is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING").
ING is one of the world's three largest diversified financial services
organizations. ING is headquartered in Amsterdam, The Netherlands. It has
consolidated assets over $495.0 billion on a Dutch (modified U.S.) generally
accepted accounting principles basis, as of December 31, 1999.

The principal underwriter and distributor for our policies is ING America
Equities, Inc. ING America Equities is a stock corporation organized under the
laws of the State of Colorado in 1993. It is a wholly owned subsidiary of
Security Life and is registered as a broker-dealer with the SEC and the NASD.
ING America Equities, Inc. is located at 1290 Broadway, Denver, Colorado
80203-5699.





SECURITY LIFE SEPARATE ACCOUNT L1

SEPARATE ACCOUNT STRUCTURE

We established Security Life Separate Account L1 (the separate account) on
November 3, 1993, under Colorado's insurance law. It is a unit investment trust,
registered with the SEC under the Investment Company Act of 1940. The SEC does
not supervise our management of the separate account or Security Life.

The separate account is used to support our variable life insurance policies and
for other purposes allowed by law and regulation. We keep the separate account
assets separate from our general account and other separate accounts. We may
offer other variable life insurance contracts with different benefits and
charges that invest in the separate account. We do not discuss these contracts
in this prospectus. The separate account may invest in other securities not
available for the policy described in this prospectus.

The company owns all the assets in the separate account. We credit gains to or
charge losses against the separate account without regard to performance of
other investment accounts.

ORDER OF SEPARATE ACCOUNT LIABILITIES

Law provides that we may not charge general account liabilities against separate
account assets equal to its reserves and other liabilities. This means that if
we ever become insolvent, the separate account assets will be used first to pay
separate account policy claims. Only if separate account assets remain after
these claims have been satisfied can these assets be used to pay other policy
owners and creditors.

The separate account may have liabilities from assets credited to other variable
life policies offered by the separate account. If the assets of the separate
account are greater than required reserves and policy liabilities, we may
transfer the excess to our general account.

INVESTMENT OPTIONS

Investment options include the variable and the guaranteed interest divisions,
but not the loan division. The separate account has several variable investment
options which invest in shares of underlying investment portfolios. This means
that the investment performance of a policy depends on

- --------------------------------------------------------------------------------
Strategic Advantage II                12

<PAGE>



the performance of the investment portfolios you choose. Each investment
portfolio has its own investment objective. These investment portfolios are not
available directly to individual investors. They are available only as
underlying investments for variable annuity and variable life insurance
contracts and certain pension accounts.

INVESTMENT PORTFOLIOS

Each of the investment portfolios is a separate series of an open-end management
investment company. The investment company receives investment advice from a
registered investment adviser who is not associated with us.

The investment portfolios sell shares to separate accounts of insurance
companies. These insurance companies may or may not be affiliated with us. This
is known as "shared funding." Investment portfolios may sell shares as the
underlying investment for both variable annuity and variable life insurance
contracts. This process is known as "mixed funding."

The investment portfolios may sell shares to certain qualified pension and
retirement plans that qualify under Section 401 of the Internal Revenue Code
("IRC"). As a result, a material conflict of interest may arise between
insurance companies, owners of different types of contracts and retirement plans
or their participants.

If there is a material conflict, we will consider what should be done, including
removing the investment portfolio from the separate account. There are certain
risks with mixed and shared funding, and with selling shares to qualified
pension and retirement plans. See the investment portfolios' prospectuses.


INVESTMENT PORTFOLIO OBJECTIVES

Each investment portfolio has a different investment objective that it tries to
achieve by following its own investment strategy. The objectives and policies of
each investment portfolio affect its return and its risks. With this prospectus,
you must receive the current prospectus for each investment portfolio. We
summarize the investment objectives for each investment portfolio here. You
should read each investment portfolio prospectus.

Certain investment portfolios offered under this policy have investment
objectives and policies similar to other funds managed by the portfolio's
investment adviser. The investment results of a portfolio may be higher or lower
than those of other funds managed by the same adviser. There is no assurance and
no representation is made that the investment results of any investment
portfolio will be comparable to those of another fund managed by the same
investment adviser.

Some investment portfolio advisers (or their affiliates) may pay us compensation
for servicing, administration or other expenses. The amount of compensation is
usually based on the aggregate assets of the investment portfolio from contracts
that we issue or administer. Some advisers may pay us more or less than others
and our affiliates may pay us significantly more.


- --------------------------------------------------------------------------------
Strategic Advantage II                13

<PAGE>




                         INVESTMENT PORTFOLIO OBJECTIVES

<TABLE>
<S>                               <C>                               <C>
Variable Investment Option        Investment Company/ Adviser/      Investment Objective
                                  Manager/ Sub-Adviser

AIM V.I. Capital Appreciation     Investment Company:               Seeks growth of capital through investment in common
Fund                              AIM Variable Insurance Funds      stocks.
                                  Investment Adviser:
                                  A I M Advisors, Inc.

AIM V.I. Government Securities    Investment Company:               Seeks to achieve high current income consistent with
Fund                              AIM Variable Insurance Funds      reasonable concern for safety of principal.
                                  Investment Adviser:
                                  A I M Advisors, Inc.

Alger American Growth Portfolio   Investment Company:               Seeks long-term capital appreciation by focusing on
                                  The Alger American Fund           growing companies that generally have broad product
                                  Investment Adviser:               lines, markets, financial resources and depth of
                                  Fred Alger Management, Inc.       management.  Under normal circumstances, the portfolio
                                                                    invests primarily in the equity securities of large
                                                                    companies.  The portfolio considers a large company to
                                                                    have a market capitalization of $1 billion or greater.

Alger American Leveraged AllCap   Investment Company:               Seeks long-term capital appreciation by investing,
Portfolio                         The Alger American Fund           under normal circumstances, in the equity securities
                                  Investment Adviser:               of companies of any size which demonstrate promising
                                  Fred Alger Management, Inc.       growth potential.  The portfolio can leverage, that
                                                                    is, borrow money, up to one-third of its total assets
                                                                    to buy additional securities.  By borrowing money, the
                                                                    portfolio has the potential to increase its returns if
                                                                    the increase in the value of the securities purchased
                                                                    exceeds the cost of borrowing, including interest paid
                                                                    on the money borrowed.

Alger American MidCap Growth      Investment Company:               Seeks long-term capital appreciation by focusing on
Portfolio                         The Alger American Fund           midsize companies with promising growth potential.
                                  Investment Adviser:               Under normal circumstances, the portfolio invests
                                  Fred Alger Management, Inc.       primarily in the equity securities of companies having
                                                                    a market capitalization within the range of companies
                                                                    in the S&P MidCap 400 Index.

Alger American Small                                                Seeks long-term capital appreciation by focusing on
Capitalization Portfolio          Investment Company:               small, fast-growing companies that offer innovative
                                  The Alger American Fund           products, services or technologies to a rapidly
                                  Investment Adviser:               expanding marketplace.  Under normal circumstances,
                                  Fred Alger Management, Inc.       the portfolio invests primarily in the equity
                                                                    securities of small capitalization companies.  A small
                                                                    capitalization company is one that has a market
                                                                    capitalization within the range of the Russell 2000
                                                                    Growth Index or the S&P SmallCap 600 Index.
</TABLE>



- --------------------------------------------------------------------------------
Strategic Advantage II                14

<PAGE>





                         INVESTMENT PORTFOLIO OBJECTIVES

<TABLE>
<S>                               <C>                               <C>
Variable Investment Option        Investment Company/ Adviser/      Investment Objective
                                  Manager/ Sub-Adviser

VIP Growth Portfolio              Investment Company: Fidelity      Seeks capital appreciation by investing in common
                                  Variable Insurance Products       stocks of companies that it believes have
                                  Fund                              above-average growth potential, either domestic or
                                  Investment Manager:               foreign issuers.
                                  Fidelity Management & Research
                                  Company

VIP Money Market Portfolio        Investment Company: Fidelity      Seeks as high a level of current income as is
                                  Variable Insurance Products       consistent with the preservation of capital and
                                  Fund                              liquidity by investing in U.S. dollar-denominated
                                  Investment Manager:               money market securities, including U.S. Government
                                  Fidelity Management & Research    securities and repurchase agreements, and entering
                                  Company                           into reverse repurchase agreements.

VIP Overseas Portfolio            Investment Company: Fidelity      Seeks long-term growth of capital by investing at
                                  Variable Insurance Products       least 65% of total assets in foreign securities.
                                  Fund
                                  Investment Manager:
                                  Fidelity Management & Research
                                  Company

VIP II Asset Manager Portfolio    Investment Company: Fidelity      Seeks high total return with reduced risk over the
                                  Variable Insurance Products       long term by allocating its assets among stocks,
                                  Fund II                           bonds, and short-term instruments.
                                  Investment Manager:
                                  Fidelity Management & Research
                                  Company

VIP II Index 500 Portfolio        Investment Company: Fidelity      Seeks investment results that correspond to the total
                                  Variable Insurance Products       return of common stocks publicly traded in the United
                                  Fund II                           States as represented by the S&P/R/ 500.
                                  Investment Manager:
                                  Fidelity Management & Research
                                  Company
                                  Sub-Adviser:
                                  Bankers Trust Company

VIF-Equity Income Fund            Investment Company: INVESCO       Seeks high current income, with growth of capital as a
                                  Variable Investment Funds, Inc.   secondary objective by investing at least 65% of its
                                  Investment Adviser:               assets in dividend-paying common and preferred
                                  INVESCO Funds Group, Inc.         stocks.  The rest of the fund's assets are invested in
                                  Sub-Adviser:                      debt securities, and lower-grade debt securities.
                                  INVESCO Capital Management, Inc.
</TABLE>



- --------------------------------------------------------------------------------
Strategic Advantage II                15

<PAGE>



                         INVESTMENT PORTFOLIO OBJECTIVES

<TABLE>
<S>                               <C>                               <C>
Variable Investment Option        Investment Company/ Adviser/      Investment Objective
                                  Manager/ Sub-Adviser

VIF-High Yield Fund               Investment Company: INVESCO       Seeks to provide a high level of current income by
                                  Variable Investment Funds, Inc.   investing substantially all of its assets in
                                  Investment Adviser:               lower-rated debt securities and preferred stock,
                                  INVESCO Funds Group, Inc.         including securities issued by foreign companies.
                                  Sub-Adviser:
                                  INVESCO Capital Management, Inc.

VIF-Small Company Growth Fund     Investment Company: INVESCO       Seeks long-term capital growth by investing at least
                                  Variable Investment Funds, Inc.   65% of its assets in equity securities of companies
                                  Investment Adviser:               with market capitalizations of $2 billion or less.
                                  INVESCO Funds Group, Inc.         The remainder of the fund's assets can be invested in
                                  Sub-Adviser:                      a wide range of securities that may or may not be
                                  INVESCO Capital Management, Inc.  issued by small companies.

VIF-Total Return Fund             Investment Company: INVESCO       Seeks to provide high total return through both growth
                                  Variable Investment Funds, Inc.   and current income by investing at least 30% of its
                                  Investment Adviser:               assets in common stocks of companies with a strong
                                  INVESCO Funds Group, Inc.         history of paying regular dividends and 30% of its
                                  Sub-Adviser:                      assets in debt securities.  The remaining 40% of the
                                  INVESCO Capital Management, Inc.  fund is allocated among these and other investments at
                                                                    INVESCO's discretion, based upon current business,
                                                                    economic and market conditions.

VIF-Utilities Fund                Investment Company: INVESCO       Seeks capital appreciation and income by investing at
                                  Variable Investment Funds, Inc.   least 80% of its assets in companies doing business in
                                  Investment Adviser:               the utilities economic sector.  The remainder of the
                                  INVESCO Funds Group, Inc.         fund's assets are not required to be invested in the
                                  Sub-Adviser:                      utilities economic sector.
                                  INVESCO Capital Management,
                                  Inc.

Growth Portfolio                  Investment Company: Neuberger     Seeks growth of capital by investing mainly in common
                                  Berman Advisers Management Trust  stock mid-capitalization companies.
                                  Investment Adviser:
                                  Neuberger Berman Management Inc.
                                  Sub-Adviser:
                                  Neuberger Berman, LLC
</TABLE>


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Strategic Advantage II                16

<PAGE>


                         INVESTMENT PORTFOLIO OBJECTIVES

<TABLE>
<S>                               <C>                               <C>
Variable Investment Option        Investment Company/ Adviser/      Investment Objective
                                  Manager/ Sub-Adviser

Limited Maturity Bond Portfolio   Investment Company: Neuberger     Seeks the highest available current income consistent
                                  Berman Advisers Management Trust  with liquidity and low risk to principal by investing
                                  Investment Adviser:               mainly in investment-grade bonds and other debt
                                  Neuberger Berman Management Inc.  securities from U.S. Government and
                                  Sub-Adviser:                      corporate issuers.
                                  Neuberger Berman, LLC

Partners Portfolio                Investment Company: Neuberger     Seeks growth of capital by investing mainly in common
                                  Berman Advisers Management Trust  stock of mid- to large-capitalization companies.
                                  Investment Adviser:
                                  Neuberger Berman Management Inc.
                                  Sub-Adviser:
                                  Neuberger Berman, LLC

Worldwide Bond Fund               Investment Company:               Seeks high total return-income plus capital
                                  Van Eck Worldwide Insurance       appreciation-by investing globally, primarily in a
                                  Trust                             variety of debt securities.
                                  Investment Adviser and Manager:
                                  Van Eck Associates Corporation

Worldwide Emerging Markets Fund   Investment Company:               Seeks long-term capital appreciation by investing in
                                  Van Eck Worldwide Insurance       equity securities in emerging markets around
                                  Trust                             the world.
                                  Investment Adviser and Manager:
                                  Van Eck Associates Corporation

Worldwide Hard Assets Fund        Investment Company:               Seeks long-term capital appreciation by investing
                                  Van Eck Worldwide Insurance       primarily in "hard asset securities."  Hard assets
                                  Trust                             include precious metals, natural resources, real
                                  Investment Adviser and Manager:   estate and commodities.  Income is a secondary
                                  Van Eck Associates Corporation    consideration.

Worldwide Real Estate Fund        Investment Company:               Seeks high total return by investing in equity
                                  Van Eck Worldwide Insurance       securities of companies that own significant real
                                  Trust                             estate or that principally do business in real estate.
                                  Investment Adviser and Manager:
                                  Van Eck Associates Corporation
</TABLE>




- --------------------------------------------------------------------------------
Strategic Advantage II                17

<PAGE>



GUARANTEED INTEREST DIVISION

You may allocate all or a part of your net premium and transfer your net account
value into the guaranteed interest division. The guaranteed interest division
guarantees principal and is part of our general account. It pays interest at a
fixed rate that we declare.

The general account contains all of our assets other than those held in the
separate account (variable investment options) or other separate accounts.

The general account supports our non-variable insurance and annuity obligations.
We have not registered interests in the guaranteed interest division under the
Securities Act of 1933. Also, we have not registered the guaranteed interest
division or the general account as an investment company under the Investment
Company Act of 1940 (because of exemptive and exclusionary provisions). This
means that the general account, the guaranteed interest division and its
interests are generally not subject to regulation under these Acts.

The SEC staff has not reviewed the disclosures in this prospectus relating to
the general account and the guaranteed interest division. These disclosures,
however, may be subject to certain requirements of the federal securities law
regarding accuracy and completeness of statements made.

The amount you have in the guaranteed interest division is all of the net
premium you allocate to that division, plus transfers you make to the guaranteed
interest division plus interest earned.

Amounts you transfer out of or withdraw from the guaranteed interest division
reduce this amount. It is also reduced by deductions for charges from your
account value allocated to the guaranteed interest division.

We declare the interest rate that applies to all amounts in the guaranteed
interest division. This interest rate is never less than the minimum guaranteed
interest rate of 4% and will be in effect for at least twelve months. Interest
compounds daily at an effective annual rate that equals the declared rate. We
credit interest to the guaranteed interest division on a daily basis. We pay
interest regardless of the actual investment performance of our account. We bear
all of the investment risk for the guaranteed interest division.

MAXIMUM NUMBER OF INVESTMENT OPTIONS

There are three divisions: the variable division, the guaranteed interest
division and the loan division. Under the variable division, there are numerous
variable investment options. SEE SECURITY LIFE SEPARATE ACCOUNT L1, PAGE 12 AND
INVESTMENT PORTFOLIO OBJECTIVES , PAGE 13.

You may invest in a total of eighteen investment options over the life of your
policy. Investment options include the variable and the guaranteed interest
divisions, but not the loan division.

As an example, if you have had funds in seventeen variable investment options
and the guaranteed interest division, these are the only investment options to
which you may later add or transfer funds. However, you could still take a
policy loan and access the loan division.

You may want to use fewer investment options in the early years of your policy,
so that you can invest in others in the future. If you invest in eighteen
variable investment options, you will not be able to invest in the guaranteed
interest division.


DETAILED INFORMATION ABOUT THE POLICY

This prospectus describes our standard Strategic Advantage II variable universal
life insurance policy. There may be differences in the policy because of state
requirements where we issue your policy. We will describe any such differences
in your policy.

The illustrations beginning on page 52 show how the policies work.


APPLYING FOR A POLICY

You purchase this variable universal life policy by submitting an application to
us. The policy is issued on a guaranteed and fully-underwritten basis. On the
policy date, the insured person must be no less than age 15. For a
fully-underwritten policy, the insured person must be no more than age 85. For a
guaranteed issued policy, the insured person must be no more than age 70. The
insured person is the person on whose life we issue the policy. SEE AGE, PAGE
38.

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Strategic Advantage II                18

<PAGE>



You may request that we back-date the policy up to six months to allow the
insured person to give proof of a younger age for the purposes of your policy.

We may reduce the minimum death benefit for group or sponsored arrangements, or
corporate purchasers. Our underwriting and reinsurance procedures in effect at
the time you apply limit the maximum death benefit.


TEMPORARY INSURANCE

If you apply and qualify, we may issue temporary insurance in an amount equal to
the face amount of the permanent insurance for which you applied. The maximum
amount of temporary insurance for binding limited life insurance coverage is $3
million, which includes any other in-force coverage you have with us.

Temporary coverage begins when:

    1.   you have completed and signed our binding limited life insurance
         coverage form;

    2.   we receive and accept a premium payment of at least your scheduled
         premium (selected on your application); and

    3.   part I of the application is complete.

Temporary life insurance coverage ends on the earliest of:
    o    the date we return your premium payments;
    o    five days after we mail notice of termination to the address on your
         application;
    o    the date your policy coverage starts;
    o    the date we refuse to issue a policy based on your application; or
    o    90 days after you sign our binding limited life insurance coverage
         form.

There is no death benefit under the temporary insurance agreement if:
    o    there is a material misrepresentation in your answers on the binding
         limited life insurance coverage form;
    o    there is a material misrepresentation in statements on your
         application;
    o    the person intended to be the insured person dies by suicide or
         self-inflicted injury; or
    o    the bank does not honor your premium check.

POLICY ISSUANCE

Before we issue a policy, we require satisfactory evidence of insurability of
the insured person and payment of your initial premium. This evidence may
include a medical examination and completion of all underwriting and issue
requirements.

The policy date shown on your policy schedule determines:
    o    monthly processing dates;
    o    policy months;
    o    policy years; and
    o    policy anniversaries.

The policy date is not affected by when you receive the policy. We charge
monthly deductions from the policy date unless your policy specifies otherwise.

The policy date is determined one of three ways:

    1.   the date you designate on your application, subject to our approval;

    2.   the back-date of the policy to save age, subject to our approval and
         law; or

    3.   if there is no designated date or back-date, the policy date is:
         o    the date all underwriting and administrative requirements have
              been met if we receive your initial premium before we issue your
              policy; or
         o    the date we receive your initial premium if it is after we approve
              your policy for issue.

DEFINITION OF LIFE INSURANCE CHOICE

At policy issue, you may choose one of two tests for the federal income tax
definition of life insurance. You cannot change your choice later. The tests are
the cash value accumulation test and the guideline premium/cash value corridor
test. If you choose the guideline premium/cash value corridor test, we may limit
premium payments relative to your policy death benefit under this test. SEE TAX
STATUS OF THE POLICY, PAGE 48.


PREMIUMS

You may choose the amount and frequency of premium payments, within limits. You
cannot make

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Strategic Advantage II                19

<PAGE>



premium payments after the death of the insured person or after the continuation
of coverage period begins. SEE CONTINUATION OF COVERAGE, PAGE 29.

We consider any payment we receive to be a premium if you do not have an
outstanding loan and your policy is not in the continuation of coverage period.
After we deduct certain charges from your premium payment, we add the remaining
net premium to your policy.

SCHEDULED PREMIUMS

Your premiums are flexible. You may select your scheduled premium (within our
limits) when you apply for your policy. The scheduled premium, shown in your
policy and schedule, is the amount you choose to pay over a stated time period.
THIS AMOUNT MAY OR MAY NOT BE ENOUGH TO KEEP YOUR POLICY IN FORCE. You may
receive premium reminder notices for the scheduled premium on a quarterly,
semi-annual or annual basis. You are not required to pay the scheduled premium.

You may choose to pay your premium by electronic funds transfer each month. This
option is not available for your initial premium. The financial institution that
makes your electronic funds transfer may charge for this service.

You can change the amount of your scheduled premium within our minimum and
maximum limits at any time. If you fail to pay your scheduled premium or if you
change the amount of your scheduled premium, your policy performance will be
affected. During the special continuation period, your scheduled premium should
not be less than the minimum annual premium shown in your policy.

If you want the guaranteed minimum death benefit, your scheduled premium should
not be less than the guarantee period annual premium shown in your policy. SEE
GUARANTEED MINIMUM DEATH BENEFIT, PAGE 25.

UNSCHEDULED PREMIUM PAYMENTS

Generally speaking, you may make unscheduled premium payments at any time,
however:

    1.   We may limit the amount of your unscheduled premium payments that would
         result in an increase in the base death benefit amount required by the
         federal income tax law definition of life insurance. We may require
         satisfactory evidence that the insured person is insurable at the time
         that you make the unscheduled premium payment if the death benefit is
         increased due to your unscheduled premium payments;

    2.   We may require proof that the insured person is insurable if your
         unscheduled premium payment will cause the net amount at risk to
         increase; and

    3.   We will return premium payments which are greater than the "seven-pay"
         limit for your policy if your payment would cause your policy to become
         a modified endowment contract, unless you have acknowledged in writing
         the new modified endowment contract status for your policy.

SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 49 AND CHANGES TO COMPLY WITH THE LAW,
PAGE 51.

If you have an outstanding policy loan and you make an unscheduled payment, we
will consider it a loan repayment, unless you tell us otherwise. If your payment
is a loan repayment, we do not take tax or sales charges which apply to premium
payments.

TARGET PREMIUM

Target premium is not based on your scheduled premium. Target premium is
actuarially determined based on the age, gender and premium class of the insured
person. The target premium is used in determining your sales charge and the
distribution allowance we pay. It may or may not be enough to keep your policy
in force. You are not required to pay the target premium and there is no penalty
for paying more or less. The target premium for your policy and additional
segments are listed in the policy schedule we provide to you. SEE PREMIUMS, PAGE
19.

MINIMUM ANNUAL PREMIUM

To qualify for the special continuation period, you must pay a minimum annual
premium during each of your first three policy years.

Your minimum annual premium is based on:
    o    the insured person's age, gender and premium class;
    o    the stated death benefit of your policy; and
    o    riders on your policy.


- --------------------------------------------------------------------------------
Strategic Advantage II                20

<PAGE>



Your minimum annual premium is shown in the schedule pages of your policy. We
may reduce the minimum annual premium for group or sponsored arrangements, or
for corporate purchasers.

SPECIAL CONTINUATION PERIOD

The special continuation period is the first three policy years. Under the
special continuation period, we guarantee that your policy will not lapse,
regardless of its net account value, if on a monthly processing date:
    o    the sum of all premiums you have paid, minus partial withdrawals that
         you have taken, minus policy loans that you have taken, including
         accrued loan interest is greater than or equal to;
    o    the minimum monthly premiums for each policy month from the first month
         of your policy through the current policy monthly processing date.

The minimum monthly premium is one-twelfth of the minimum annual premium.

During the first three years of your policy if there is not enough net account
value to pay the monthly deductions and you have satisfied our requirements, we
do not allow your policy to lapse. We do not permanently waive policy charges.
Instead, we continue to deduct these charges which may result in a negative net
account value, unless you pay enough premium to prevent this. The negative
balance is your unpaid monthly deductions owing. At the end of the special
continuation period to avoid lapse of your policy you must pay enough premium to
bring the net account value to zero plus the amount that covers your estimated
monthly deductions for the following two months. SEE LAPSE, PAGE 36.

INVESTMENT DATE AND ALLOCATION OF NET PREMIUMS

The net premium is the balance remaining after we deduct tax and sales charges
from your premium payment.

Insurance coverage does not begin until we receive your initial premium. It must
be at least equal to the sum of scheduled premiums due from your policy date
through your investment date.

The investment date is the first date we apply the net premium we have received
to your policy.


We apply the initial net premium to your policy after:
    a)   we receive the required amount of premium;
    b)   all issue requirements have been received by our customer service
         center; and
    c)   we approve your policy for issue.

Amounts you designate for the guaranteed interest division will be allocated to
that division on the investment date. If your state requires the return of your
premium during the free look period, we initially invest amounts you have
designated for the variable division in the Fidelity VIP Money Market Portfolio.
We later transfer these amounts from the Money Market Portfolio to your selected
variable investment options, based on your most recent premium allocation
instructions, at the earlier of the following dates:
    o    five days after we mailed your policy plus your state free look period
         has ended; or
    o    we have received your delivery receipt plus your state free look period
         has ended.

If your state provides for return of account value during the free look period
or no free look period, we invest amounts you designated for the variable
division directly into your selected variable investment options.

We allocate all later premium payments to your policy on the valuation date of
receipt. We use your most recent premium allocation instructions specified in
whole numbers totaling 100% and using up to eighteen investment options over the
life of your policy. SEE MAXIMUM NUMBER OF INVESTMENT OPTIONS, PAGE 18.

You may make twelve free premium allocation changes per year, after which a $25
transaction fee applies. If you change your designated deduction investment
option from which monthly deductions are taken, we consider this a premium
allocation change for which there may be a charge. SEE DESIGNATED DEDUCTION
INVESTMENT OPTION, PAGE 28 AND POLICY TRANSACTION FEES, PAGE 46.


PREMIUM PAYMENTS AFFECT YOUR COVERAGE

Unless you have the guaranteed minimum death benefit feature or your policy is
in the special continuation period, your coverage lasts only as long as your net
account value is enough to pay the monthly charges and your account value is
more than

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Strategic Advantage II                21

<PAGE>



your outstanding policy loan plus accrued loan interest. If you do not meet
these conditions, your policy will enter the 61-day grace period and you must
make a premium payment to avoid lapse. SEE LAPSE, PAGE 36 AND GRACE PERIOD,
PAGE 36.

If you pay your minimum premium each year during the first three policy years
and take no policy loan, we guarantee your policy and riders will not lapse
during the special continuation period, regardless of your net account value.
SEE SPECIAL CONTINUATION PERIOD, PAGE 21.

Under the guaranteed minimum death benefit, the base death benefit portion of
your policy remains effective until the end of the guarantee period. The
guaranteed minimum death benefit feature does not apply to riders which can
lapse and terminate during the guarantee period. You must meet all conditions of
the guarantee. SEE GUARANTEED MINIMUM DEATH BENEFIT, PAGE 25.

MODIFIED ENDOWMENT CONTRACTS

There are special federal income tax rules for distributions from life insurance
policies which are modified endowment contracts. These rules apply to policy
loans, surrenders and partial withdrawals. Whether or not these rules apply
depends upon whether or not the premiums we receive are greater than the
"seven-pay" limit.

If we find that your scheduled premium causes your policy to be a modified
endowment contract on your policy date, we will require you to acknowledge that
you know the policy is a modified endowment contract. We will issue your policy
based on the scheduled premium you selected. If you do not want your policy to
be issued as a modified endowment contract, you may reduce your scheduled
premium to a level which does not cause your policy to be a modified endowment
contract. We will then issue your policy based on the revised scheduled premium.
SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 49.


DEATH BENEFITS

You can decide the amount of insurance you need, now and in the future. You can
combine the long- term advantages of permanent life insurance (base coverage)
with the flexibility and short-term advantages of term life insurance. Both
permanent and term life insurance are available with your one policy. The stated
death benefit is the permanent element of your policy. The adjustable term
insurance rider is the term insurance element of your policy. SEE ADJUSTABLE
TERM INSURANCE RIDER, PAGE 27.

Generally we require a minimum stated death benefit of $50,000 to issue a
policy.

It may be to your economic advantage to include part of your insurance coverage
under the adjustable term insurance rider. Both the cost of insurance under the
adjustable term insurance rider and the cost of insurance for the base death
benefit are deducted monthly from your account value and generally increase with
the age of the insured person. Use of the adjustable term insurance rider may
reduce the distribution allowance, but may increase the monthly cost of
insurance. SEE ADJUSTABLE TERM INSURANCE RIDER, PAGE 27.

Your death benefit is calculated as of the date of death of the insured person.



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Strategic Advantage II                22

<PAGE>



                              DEATH BENEFIT SUMMARY

THIS CHART ASSUMES NO DEATH BENEFIT OPTION CHANGES AND NO REQUESTED OR SCHEDULED
INCREASES OR DECREASES IN STATED OR TARGET DEATH BENEFIT AND THAT PARTIAL
WITHDRAWALS ARE LESS THAN THE PREMIUM WE RECEIVE.

<TABLE>
<CAPTION>

                                               OPTION 1                                                  OPTION 2
<S>                    <C>                                                       <C>
STATED DEATH           The amount of policy death benefit at issue,              The amount of policy death benefit at issue,
BENEFIT                not including rider coverage.  This amount                not including rider coverage.  This amount
                       stays level throughout the life of the policy.            stays level throughout the life of the policy.

BASE DEATH             The greater of the stated death benefit or the            The greater of the stated death benefit plus
BENEFIT                account value multiplied by the appropriate               the account value or the account value
                       factor from the definition of life                        multiplied by the appropriate factor from the
                       insurance factors.                                        definition of life insurance factors.

TARGET DEATH           Stated death benefit plus adjustable term                 Stated death benefit plus adjustable term
BENEFIT                insurance rider benefit.  This amount remains             insurance rider benefit.  This amount remains
                       level throughout the life of the policy.                  level throughout the life of the policy.

TOTAL DEATH            It is the greater of the target death benefit or          It is the greater of the target death benefit plus
BENEFIT                the base death benefit.                                   the account value or the base death benefit.

ADJUSTABLE             The adjustable term insurance rider benefit is            The adjustable term insurance rider benefit is
TERM                   the total death benefit minus base death                  the total death benefit minus the base death
INSURANCE              benefit, but it will not be less than zero.  If the       benefit, but it will not be less than zero.  If the
RIDER BENEFIT          account value multiplied by the death benefit             account value multiplied by the death benefit
                       corridor factor is greater than the stated death          corridor factor is greater than the stated death
                       benefit, the adjustable term insurance benefit            benefit plus the account value, the adjustable
                       will be decreased.  It will be decreased so that          term insurance rider benefit will be decreased.
                       the sum of the base death benefit and the                 It will be decreased so that the sum of the
                       adjustable term insurance rider benefit is not            base death benefit and the adjustable term
                       greater than the target death benefit.  If the            insurance rider benefit is not greater than the
                       base death benefit becomes greater than the               target death benefit plus the account value.  If
                       target death benefit, then the adjustable term            the base death benefit becomes greater than
                       insurance rider benefit is zero.                          the target death benefit plus the account
                                                                                 value, then the adjustable term insurance rider
                                                                                 benefit is zero.
</TABLE>


BASE DEATH BENEFIT

Your base death benefit can be different from your stated death benefit as a
result of:
    o    your choice of death benefit option;
    o    increases or decreases in the stated death benefit; or
    o    a change in your death benefit option.

Federal income tax law requires that your death benefit be at least as much as
your account value multiplied by a factor defined by law. This factor is based
on:
    o    the insured person's age;
    o    the insured person's gender.
    o    the cash value accumulation test for the federal income tax law
         definition of life insurance. SEE APPENDIX A, PAGE 166.

As long as your policy is in force, we will pay the death proceeds to your
beneficiary(ies) calculated at the death of the insured person. The
beneficiary(ies) is(are) the person (people) you name to receive the death
proceeds from your policy. The death proceeds are:
    o    your base death benefit; plus o rider benefits; minus o your
         outstanding policy loan with accrued loan interest; minus
    o    outstanding policy charges incurred before the death of the insured
         person.


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Strategic Advantage II                23

<PAGE>



There could be outstanding policy charges if the insured person dies while your
policy is in the grace period or in the three-year special continuation period.

DEATH BENEFIT OPTIONS

You have a choice of two death benefit options: option 1 or option 2 (described
below). Your choice may result in your base death benefit being greater than
your stated death benefit.

Under death benefit option 1, your base death benefit is the greater of:

    1.   your stated death benefit on the date of the insured person's death; or

    2.   your account value on the date of the insured person's death multiplied
         by the appropriate factor from the definition of life insurance factors
         shown in Appendix A.

With option 1, positive investment performance generally reduces your net amount
at risk, which lowers your policy's cost of insurance charge. Option 1 offers
insurance coverage that is a set amount with potentially lower cost of insurance
charges over time.

Under death benefit option 2, your base death benefit is the greater of:

    1.   your stated death benefit plus your account value on the date of the
         insured person's death; or

    2.   your account value on the date of the insured person's death multiplied
         by the appropriate factor from the definition of life insurance factors
         shown in Appendix A.

With option 2, investment performance is reflected in your insurance coverage.

Death benefit option 2 is not available during the continuation of coverage
period. If you select option 2 on your policy, it automatically converts to
death benefit option 1 when the continuation of coverage period begins. SEE
CONTINUATION OF COVERAGE, PAGE 29.

CHANGES IN DEATH BENEFIT OPTIONS

You may request a change in your death benefit option at any time on or after
your first monthly processing date and before the continuation of coverage
period begins. A death benefit option change applies to your entire stated or
base death benefit. Changing your death benefit option may reduce or increase
your target death benefit, as well as your stated death benefit.

Your death benefit option change is effective on your next monthly processing
date after we approve it, so long as at least one day remains before your
monthly processing date. If less than one day remains before your monthly
processing date, your death benefit option change will be effective on your
second following monthly processing date.

We may not approve a death benefit option change if it reduces the target or
stated death benefit below the minimum we require to issue your policy.

You may change from death benefit option 1 to option 2 or from option 2 to
option 1. For you to change from death benefit option 1 to option 2, we may
require proof that the insured person is insurable under our normal rules of
underwriting.

After we approve your request, we send a new policy schedule page to you. You
should attach it to your policy. We may ask you to return your policy to our
customer service center so that we can make this change for you.

On the effective date of your option change, your stated death benefit changes
as follows:


    Change         Change       Stated Death Benefit
     From            To           Following Change:
     ----            --           ----------------

Option 1       Option 2      your stated death benefit
                             before the change minus
                             your account value as of the
                             effective date of the change.

Option 2       Option 1      your stated death benefit
                             before the change plus your
                             account value as of the
                             effective date of the change.

We increase or decrease your stated death benefit on the date of your death
benefit option change to keep the net amount at risk the same. There is no
change to the amount of term insurance if you have an adjustable term insurance
rider. SEE COST OF INSURANCE CHARGE, PAGE 45.



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Strategic Advantage II                24

<PAGE>



If you change your death benefit option, we adjust the stated death benefit for
each of your segments by allocating your account value to each benefit segment.
For example, if you change from death benefit option 1 to option 2, your stated
death benefit is decreased by the amount of your account value allocation to
that segment. If you change from death benefit option 2 to option 1, your stated
death benefit is increased by the amount allocated to that segment.

Changing your death benefit option may have tax consequences. You should consult
a tax adviser before making changes.

CHANGES IN DEATH BENEFIT AMOUNTS

Contact your agent/registered representative or our customer service center to
request a change in your policy's death benefit. The request is effective on the
next monthly processing date after we receive and approve your request. There
may be underwriting or other requirements which must be met before your request
can be approved. Your requested change must be for at least $1,000.

After we make your requested change, we will send you a new policy schedule
page. Keep it with your policy. We may ask you to send your policy to us so that
we can make the change for you.

We may not approve a requested change if it will disqualify your policy as life
insurance under federal income tax law. If we disapprove a change for any
reason, we provide you with a notice of our decision. SEE TAX CONSIDERATIONS,
PAGE 48.

You may change your policy's target or stated death benefit on or after your
first policy anniversary, (or first monthly processing date for an increase) and
before the policy anniversary when the insured person turns age 86. You may
change the target death benefit once each policy year.

You cannot decrease the stated death benefit below $50,000 or the minimum we
require to issue your policy. You may request a decrease in the stated death
benefit only after your first policy anniversary.

Requested reductions in the death benefit will be applied first to decrease the
target death benefit. We decrease your stated death benefit only after your
adjustable term insurance rider coverage is reduced to zero. If you have more
than one segment, we divide decreases in stated death benefit among your benefit
segments pro rata unless law requires differently.

You must provide satisfactory evidence that the insured person is still
insurable to increase your death benefit amount. You should consult a tax
adviser before changing your death benefit amount. Unless you tell us
differently, we assume your request for an increase in your target death benefit
is also a request for an increase to your stated death benefit. Thus, the amount
of your adjustable term insurance rider will not change.

The initial death benefit segment, or first segment, is the stated death benefit
on your policy's effective date. A requested increase in stated death benefit
will cause a new segment to be created. Once we create a new segment, it is
permanent unless law requires differently. The segment year runs from the
segment effective date to its anniversary.

Each new segment may have:
    o    a new minimum annual premium during the special continuation period;
    o    a new sales charge;
    o    new cost of insurance charges, guaranteed and current;
    o    a new incontestability period;
    o    a new suicide exclusion period; and
    o    a new target premium.

We allocate the net amount at risk among segments in the same proportion that
each segment bears to the total stated death benefit. Premiums we receive after
an increase are applied to your policy segments in the same proportion as the
target premium for each segment bears to the total target premium for all
segments. For each coverage segment, your schedule shows your target premium
which is used to determine your sales charges.

There may be tax consequences as a result of a change in your death benefit
amount, as well as a possible surrender charge. You should consult a tax adviser
before changing your death benefit amount. SEE TAX STATUS OF THE POLICY, PAGE 48
AND MODIFIED ENDOWMENT CONTRACTS, PAGE 49.

GUARANTEED MINIMUM DEATH BENEFIT

Usually, your coverage lasts only as long as your net account value is enough to
pay the monthly charges and your account value is more than your outstanding



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policy loan plus accrued loan interest. Your account value depends on:

    1.   timing and amount of any premium payments;

    2.   the investment performance of the variable investment options;

    3.   the interest you earn in the guaranteed interest division;

    4.   the amount of your monthly charges;

    5.   partial withdrawals you take; and

    6.   loan activity you may have.

The guaranteed minimum death benefit may be put in force only at policy issue.
This option extends the period that your policy's stated death benefit remains
in effect even if the variable investment options perform poorly. It has a
guarantee period that lasts until the insured person turns age 65 or ten policy
years, whichever is later.

The guaranteed minimum death benefit coverage does not apply to riders,
including the adjustable term insurance rider. Therefore, if your net account
value is not enough to pay the deductions as they come due on your policy and if
your policy is no longer in the special continuation period, only the stated
death benefit portion of your coverage is guaranteed to stay in force. See your
policy to determine how your benefits are affected in this situation.

Charges for your base coverage are deducted each month to the extent that there
is sufficient net account value to pay these charges. If there is not sufficient
net account value to pay a charge, it is not permanently waived. Deduction of
charges will resume once there is sufficient net account value.

The guaranteed minimum death benefit feature is not available in some states.

REQUIREMENTS TO MAINTAIN THE GUARANTEE PERIOD

To qualify for the guaranteed minimum death benefit you must pay an annual
premium higher than the minimum annual premium. This higher premium is called
the guarantee period annual premium. The guarantee period monthly premium is
one-twelfth of the guarantee period annual premium. Your net account value must
meet certain diversification requirements.

Your guarantee period annual premium is based on a percentage of the guideline
level premium calculated under the federal tax laws. Your guideline level annual
premium depends on:
    o    your policy's stated death benefit;
    o    the insured person's age, gender, premium class and underwriting
         characteristics;
    o    the death benefit option you chose;
    o    additional rider coverage on your policy; and
    o    other additional benefits on your policy.

At each monthly processing date we test to see if you have paid enough premium
to keep your guarantee in place. We calculate:
    o    actual premiums we receive; minus
    o    the amount of any partial withdrawals you make; minus
    o    policy loan amounts you take with accrued loan interest. This amount
         must equal or exceed;
    o    the sum of the guarantee period monthly premium payments for each
         policy month starting with your first policy month through the end of
         the policy month that begins on the current monthly processing date.

You must continually meet the requirements of the guarantee period for this
feature to remain in effect. We show the guarantee period annual premium on your
policy schedule. If your policy benefits increase, the guarantee period annual
premium increases.

In addition, the guarantee period ends if your net account value on any monthly
processing date is not diversified as follows:

    1.   your net account value is invested in at least five investment options;
         and

    2.   no more than 35% of your net account value is in any one investment
         option.

Your policy will continue to meet the diversification requirements if:

    1.   you have automatic rebalancing and you meet the two diversification
         tests listed above; or

    2.   you have dollar cost averaging which results in transfers into at least
         four investment options with no more than 35% of any transfer directed
         to any one.

SEE DOLLAR COST AVERAGING, PAGE 32 AND AUTOMATIC REBALANCING, PAGE 33.

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If you choose the guaranteed minimum death benefit, you must make sure your
policy satisfies the premium test and diversification test. If you fail to
satisfy either test and you do not correct it, this feature terminates. Once it
terminates, you cannot reinstate the guaranteed minimum death benefit feature.
The guarantee period annual premium then no longer applies to your policy.


RIDERS

Your policy may include benefits, attached by rider. A rider may have an
additional cost. You may cancel rider benefits at any time.

Periodically we may offer riders not listed here. Contact your agent/registered
representative for a complete list of riders available.

ADDING OR CANCELING RIDERS MAY HAVE TAX CONSEQUENCES. SEE MODIFIED ENDOWMENT
CONTRACTS, PAGE 49.

ADJUSTABLE TERM INSURANCE RIDER

You may increase your death proceeds by adding an adjustable term insurance
rider. This rider allows you to schedule the pattern of death benefits
appropriate for anticipated needs. As the name suggests, the adjustable term
insurance rider adjusts over time to maintain your desired level of coverage.

You specify a target death benefit when you apply for this rider. The target
death benefit can be level for the life of your policy or can be scheduled to
change at the beginning of a selected policy year(s). SEE DEATH BENEFITS, PAGE
22.

We generally require a minimum stated death benefit of $50,000 to issue a
policy. A separate cost of insurance applies to your base death benefit. If you
have an adjustable term insurance rider, we generally restrict your target death
benefit to not more than ten times your stated death benefit at issue. In other
words, if your stated death benefit is $100,000, then the maximum amount of
target death benefit we allow you is $1,000,000.

The adjustable term insurance rider death benefit is the difference between your
target death benefit and your base death benefit, but not less than zero. The
rider's death benefit automatically adjusts daily as your base death benefit
changes. Your death benefit depends on which death benefit option is in effect:

      OPTION 1:      If option 1 is in effect, the total death benefit is the
                     greater of:

                     a.  the target death benefit; or
                     b.  the account value multiplied by the appropriate factor
                         from the death benefit corridor factors in the policy.

      OPTION 2:      If option 2 is in effect, the total death benefit is the
                     greater of:

                     a.  the target death benefit plus the account value; or
                     b.  the account value multiplied by the appropriate factor
                         from the death benefit corridor factors in the policy.

For example, under option 1, assume your base death benefit changes as a result
of a change in your account value. The adjustable term insurance rider adjusts
to provide death benefits equal to your target death benefit in each year:


   Base Death      Target Death         Adjustable Term
    Benefit          Benefit         Insurance Rider Amount

    $201,500         $250,000               $48,500
     202,500          250,000                47,500
     202,250          250,000                47,750

It is possible that the amount of your adjustable term insurance may be zero if
your base death benefit increases enough. Using the same example, if the base
death benefit under your policy grew to $250,000 or more, the adjustable term
insurance would be zero.

Even when the adjustable term insurance is reduced to zero, your rider remains
in effect until you remove it from your policy. Therefore, if later the base
death benefit drops below your target death benefit, the adjustable term
insurance rider coverage reappears to maintain your target death benefit.

You may change the target death benefit schedule after it is issued, based on
our rules. SEE CHANGES IN DEATH BENEFIT AMOUNTS, PAGE 25.





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We may deny future, scheduled increases to your target death benefit if you
cancel a scheduled change or if you ask for an unscheduled decrease in your
target death benefit.

Partial withdrawals, changes from death benefit option 1 to option 2 and base
decreases may reduce your target death benefit. SEE PARTIAL WITHDRAWALS, PAGE 35
AND CHANGES IN DEATH BENEFIT OPTIONS, PAGE 24.

There is no defined premium for a given amount of adjustable term insurance
coverage. Instead, we deduct a separate monthly cost of insurance charge from
your account value. The cost of insurance for this rider is calculated as the
monthly cost of insurance rate for the rider coverage multiplied by the
adjustable term death benefit in effect at the monthly processing date. The cost
of insurance rates are determined by us from time to time. They are based on the
issue age, gender and premium class of the insured person, as well as your
policy date.

If the target death benefit is increased by you after the adjustable term
insurance rider is issued, we use the same cost of insurance rate schedule for
the entire coverage for this rider. These rates are based on the original
premium class even though satisfactory new evidence of insurability is required
for the increased schedule. The monthly guaranteed maximum cost of insurance
rates for this rider will be stated in the policy. SEE COST OF INSURANCE CHARGE,
PAGE 45.

Not all policy features apply to the adjustable term insurance rider. The rider
does not contribute to the policy account value nor to surrender value. It does
not affect investment performance and cannot be used for a policy loan. The
adjustable term insurance rider provides benefits only at the insured person's
death.

WAIVER OF COST OF INSURANCE RIDER

If the insured person becomes totally disabled while your policy is in force,
this rider provides that we waive the monthly expense, cost of insurance and
rider charges during the disability period. The insured person must be no less
than age 15 and no more than age 55. This rider is available only for fully
underwritten policies. If you add this rider to your policy, you may not add the
waiver of specified premium rider. The monthly charge for this rider is included
as part of your monthly cost of insurance charge. SEE COST OF INSURANCE CHARGE,
PAGE 45.

WAIVER OF SPECIFIED PREMIUM RIDER

If the insured person becomes totally disabled while your policy is in force,
this rider provides that after a waiting period, we credit a specified premium
amount monthly to your policy during the disability period. The insured person
must be no less than age 15 and no more than age 55. You select the amount of
premium we credit, subject to our limits. If you add this rider to your policy,
you may not add the waiver of cost of insurance rider. The monthly charge for
this rider is $0.017 to $0.020 per $1 of rider coverage depending on issue age.
If your policy was a guaranteed issue policy, the monthly charge for this rider
is $0.034 to $0.04 per $1 of coverage depending on issue age.


SPECIAL FEATURES

DESIGNATED DEDUCTION INVESTMENT OPTION

You may designate an investment option from which we will deduct your monthly
charges. You may make this designation at any time. You may not use the loan
division as your designated deduction option.

You may elect not to choose a designated deduction investment option or the
amount in your designated deduction investment option may not be enough to cover
the monthly deductions. If so, these charges are taken from the variable and
guaranteed interest divisions in the same proportion that your account value in
each has to your total net account value on the monthly processing date.

If you change your designated deduction investment option, we consider this a
premium allocation change for which there may be a charge. SEE POLICY
TRANSACTION FEES, PAGE 46.

RIGHT TO EXCHANGE POLICY

During the first 24 months after your policy date, you have the right to
exchange your policy for a guaranteed policy, unless law requires differently.
We transfer the amount you have in the variable division to the guaranteed
interest division. We allocate all of your future net premiums only to the
guaranteed interest division. We do not allow future payments or transfers to
the variable investment options after you exercise this right.

We will not charge you for this exchange. SEE GUARANTEED INTEREST DIVISION, PAGE
18.


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POLICY MATURITY

You may surrender your policy at any time. At the policy anniversary nearest the
insured person's 100th birthday if you do not choose to let the continuation of
coverage feature become effective, the policy matures. You may then surrender
the policy for the net account value and end coverage. Part of this payment may
be taxable. You should consult your tax adviser.

CONTINUATION OF COVERAGE

The continuation of coverage feature allows your insurance coverage to continue
in force beyond policy maturity. If on the policy anniversary nearest the
insured person's 100th birthday you choose to allow the continuation of coverage
feature to become effective, we:
    o    convert target death benefit to stated death benefit;
    o    convert death benefit option 2 to death benefit option 1, if
         applicable;
    o    terminate all riders;
    o    deduct a one-time $200 administrative fee to cover future expenses;
    o    transfer your net account value (excluding the amount in the loan
         division) into the guaranteed interest division; and
    o    terminate dollar cost averaging and automatic rebalancing.

Your insurance coverage continues until the death of
the insured person, unless the policy lapses or is
surrendered.  However:
    o    we accept no further premium payments;
    o    we deduct no further charges;
    o    your monthly deductions cease; and
    o    you may not make transfers into the variable division.

SEE CONTINUATION OF COVERAGE ADMINISTRATIVE FEE, PAGE 46.

During the continuation of coverage period, you may take policy loans or partial
withdrawals from your policy. If we pay a persistency refund on the guaranteed
interest division, it will be credited to your policy. SEE PERSISTENCY REFUND,
PAGE 47.

If you have an outstanding policy loan, interest continues to accrue. If you
fail to make sufficient loan or loan interest payments, it is possible that the
loan balance plus accrued interest may become greater than your account value
and cause your policy to lapse. To avoid this lapse, you may make loan and loan
interest payments during the continuation of coverage period.

If you wish to stop coverage during the continuation of coverage period, you may
surrender your policy and receive the net account value. All normal consequences
of surrender apply. SEE SURRENDER, PAGE 37.

The continuation of coverage feature may not be available in all states. If a
state has approved this feature, it is an automatic feature and you do not need
to take any action to activate it.

The tax consequences of coverage continuing beyond the insured person's 100th
birthday are uncertain. You should consult a tax adviser as to those
consequences.

ENHANCED DEATH BENEFIT CORRIDOR OPTION

For policies issued under group or sponsored arrangements, with guaranteed issue
rates, an additional benefit option is available. The policyowner may elect, at
any time prior to the issuance of the policy, the enhanced death benefit
corridor option.

Existing group or corporate owners of Strategic Advantage II policies which have
guaranteed issue rates, can elect to add this option to their policies if it is
added to all existing policies within that issue group. If you would like to do
this, you should contact your registered representative/agent or our customer
service center for instructions.

This option generally provides an opportunity for an increased death benefit on
the life of the insured person at certain ages. Under death benefit options 1
and 2 the account value is multiplied by a factor shown in Appendix A or B. The
result of this calculation is the base death benefit if it exceeds the stated
death benefit. Under the enhanced death benefit corridor option, the calculation
uses the factor shown on the attached new Appendix A-Enhanced and Appendix
B-Enhanced (depending on which definition of life insurance is in effect for
your policy). The result of this calculation is then used to determine the base
death benefit as described under DEATH BENEFIT OPTIONS, PAGE 24.

There is no separate charge for this feature. However, the same account value
may generate a higher base death benefit under policies with this option than on
policies not electing the option. Cost of insurance

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charges are based on the net amount at risk, which is the difference between the
account value and the base death benefit. Therefore, as a result of the
increased death benefit, the cost of insurance charges may be higher for
policies electing this option. Your registered representative/agent can provide
you with a personalized illustration to show the difference between a policy
with this option and one without it. If your policy does not have sufficient
account value, electing this option may have no effect on the base death
benefit.

Adding this option to your policy does not affect the operation of your policy's
riders, including the Adjustable Term Insurance Rider. When the base death
benefit exceeds the stated death benefit, transactions which reduce your account
value (such as a partial withdrawal) also reduce the death benefit. The dollar
reduction to the death benefit under these circumstances is greater for policies
with the enhancement option than on those without the option.

Once elected, this option cannot be deleted from your policy. You may lose the
benefit of this option if your account value falls below the minimum level
needed to keep it in effect. Once elected, this option continues as long as
coverage on the original insured person continues. If there is a change of
insured person under the right to change insured person rider, the enhanced
death benefit corridor option must be elected on the application for the new
insured person if you want it to be effective. RIGHT TO EXCHANGE POLICY, PAGE
28.


POLICY VALUES

ACCOUNT VALUE

Your account value is the total amount you have in the guaranteed interest
division, the variable division and the loan division. Your account value
reflects:
    o    net premiums applied;
    o    charges deducted;
    o    partial withdrawals taken;
    o    investment performance of the variable investment options;
    o    interest earned on the guaranteed interest division; and
    o    interest earned on the loan division.

NET ACCOUNT VALUE

Your policy's net account value is your account value minus the amount of your
outstanding policy loan and accrued loan interest, if any.

CASH SURRENDER VALUE

Your cash surrender value is your account value plus any refund of sales charges
which may be due.

NET CASH SURRENDER VALUE

Your net cash surrender value is your cash surrender value minus the amount of
your outstanding policy loan and accrued loan interest, if any.

DETERMINING VALUES IN THE VARIABLE DIVISION

The amounts in the variable division are measured by accumulation units and
accumulation unit values. The value of each variable investment option is the
accumulation unit value for that option multiplied by the number of accumulation
units you own in that option. Each variable investment option has a different
accumulation unit value.

The accumulation unit value is the value of one accumulation unit determined on
each valuation date. The accumulation unit value of each variable investment
option varies with the investment performance of the underlying portfolio. It
reflects:
    o    investment income;
    o    realized and unrealized gains and losses;
    o    investment portfolio expenses; and
    o    daily mortality and expense risk charges we take from the separate
         account.

SEE HOW WE CALCULATE ACCUMULATION UNIT VALUES, PAGE 31.

You purchase accumulation units when you allocate premium or make transfers to a
variable investment option, including transfers from the loan division.

We redeem accumulation units:
    o    when amounts are transferred from a variable investment option
         (including transfers to the loan division);
    o    for your policy's monthly deductions from your account value;
    o    for policy transaction charges;
    o    when you take a partial withdrawal;
    o    when you surrender your policy; and
    o    to pay the death proceeds.





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We calculate the number of accumulation units purchased or sold by:

    1.   dividing the dollar amount of your transaction by:

    2.   the accumulation unit value for that variable investment option
         calculated at the close of business on the valuation date of the
         transaction.

A valuation date is one on which the net asset value of the investment portfolio
shares and unit values of the variable investment options are determined. A
valuation date is each day the New York Stock Exchange and the company's
customer service center are open for business, except for days on which an
investment portfolio does not value its shares or any other day as required by
law. Each valuation date ends at 4:00 p.m. Eastern time.

The date of a transaction is the date we receive your premium or transaction
request at our customer service center, so long as the date of receipt is a
valuation date. We use the accumulation unit value which is next calculated
after we receive your premium or transaction request and we use the number of
accumulation units attributable to your policy on the date of receipt.

We take monthly deductions from your account value on the monthly processing
date. If your monthly processing date is not a valuation date, the monthly
deduction is processed on the next valuation date.

The value of amounts allocated to the variable investment options goes up or
down depending on investment performance of the underlying investment portfolio.

FOR AMOUNTS IN THE VARIABLE INVESTMENT OPTIONS, THERE IS NO GUARANTEED MINIMUM
VALUE.

HOW WE CALCULATE ACCUMULATION UNIT VALUES

We determine accumulation unit values on each valuation date.

We generally set the accumulation unit value for a variable investment option at
$10 when the investment option is first opened. After that first date, the
accumulation unit value on any valuation date is:

    1.   the accumulation unit value for the preceding valuation date multiplied
         by
    2.   the variable investment option's accumulation experience factor for the
         valuation period.

Every valuation period begins at 4:00 p.m. Eastern time on a valuation date and
ends at 4:00 p.m. Eastern time on the next valuation date.

We calculate an accumulation experience factor for each variable investment
option every valuation date as follows:

    1.   We take the share value of the underlying portfolio shares as reported
         to us by the investment portfolio managers as of the close of business
         on that valuation date.

    2.   We add dividends or capital gain distributions declared per share and
         reinvested by the investment portfolio on the date that the share value
         is affected. If applicable, we subtract a charge for taxes.

    3.   We divide the resulting amount by the value of the shares in the
         underlying investment portfolio at the close of business on the
         previous valuation date.

    4.   We then subtract the mortality and expense risk charge under your
         policy. The daily charge is .002055% (.75% annually) of the
         accumulation unit value. If the previous day was not a valuation date,
         the charge is multiplied by the number of days since the last valuation
         date.


TRANSFERS OF ACCOUNT VALUE

You may make twelve free transfers among the variable investment options or the
guaranteed interest division in each policy year, with a $25 fee per transaction
after that. If your state requires a refund of premium during the free look
period, you may not make transfers until after your free look period ends. We do
not limit the number of transfers you may make. Transfers for automatic
rebalancing or dollar cost averaging do not count toward your twelve free
transfers. You may not make transfers during the continuation of coverage
period. SEE POLICY TRANSACTION FEES, PAGE 46 AND CONTINUATION OF COVERAGE, PAGE
29.

You may make transfer requests in writing, or by telephone if you have telephone
privileges, to our

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customer service center. Your transfer takes effect on the valuation date we
receive your request. The minimum amount you may transfer is $100. This minimum
does not need to come from one investment option or be transferred to one
investment option as long as the total amount you transfer is at least $100.
However, if the amount remaining in an investment option is less than $100 and
you make a transfer request from that investment option, we transfer the entire
amount.

EXCESSIVE TRADING

Excessive trading activity can disrupt investment portfolio management
strategies and increase portfolio expenses through:
    o    increased trading and transaction costs;
    o    forced and unplanned portfolio turnover;
    o    lost opportunity costs; and
    o    large asset swings that decrease the investment portfolio's ability to
         provide maximum investment return to all policyowners.

In response to excessive trading, we may place restrictions or refuse transfers
made by third-party agents acting on behalf of owners such as market timing
services. We will refuse or place restrictions on transfers when we determine,
in our sole discretion, that transfers are harmful to the investment portfolios
or to policyowners as a whole.

GUARANTEED INTEREST DIVISION TRANSFERS

Transfers into the guaranteed interest division are not restricted.

You may transfer amounts from the guaranteed interest division only in the first
30 days of each policy year. Transfer requests received within 30 days before
your policy anniversary will be processed on your policy anniversary. A request
received by us within 30 days after your policy anniversary is effective on the
valuation date we receive it. Transfer requests made at any other time will not
be processed.

Transfers from the guaranteed interest division in each year are limited to the
largest of:
    o    25% of your guaranteed interest division balance at the time of your
         first transfer or withdrawal out of it in that policy year;
    o    the sum of the amounts you have transferred and withdrawn from the
         guaranteed interest division in the prior policy year; or
    o    $100.


DOLLAR COST AVERAGING

If your policy has at least $10,000 invested in either qualifying source
investment portfolio, you may elect dollar cost averaging. The qualifying source
investment portfolios are the Fidelity VIP Money Market Portfolio or the
Neuberger Berman AMT Limited Maturity Bond Portfolio. The main goal of dollar
cost averaging is to protect your policy values from short-term price changes.

DOLLAR COST AVERAGING DOES NOT ASSURE A PROFIT NOR DOES IT PROTECT YOU AGAINST A
LOSS IN A DECLINING MARKET.

This systematic plan of transferring account values is intended to reduce the
risk of investing too much when the price of an investment portfolio's shares is
high. It is intended to reduce the risk of investing too little when the price
of an investment portfolio's shares is low. Since you transfer the same dollar
amount to other investment options each period, you purchase more units in an
investment option when the unit value is low and you purchase fewer units if the
unit value is high.

We do not count dollar cost averaging transfers toward your twelve free
transfers per policy year. There is no charge for this feature.

You may add dollar cost averaging to your policy at any time. The first dollar
cost averaging date must be at least one day after we receive your dollar cost
averaging request. If your state requires refund of all premiums we receive
during the free look period, dollar cost averaging cannot begin until your free
look period has ended.

With dollar cost averaging, you designate either a dollar amount or a percentage
of your account value for automatic transfer from a qualifying source investment
portfolio. Each period we automatically transfer the amount you select from your
chosen source investment portfolio to one or more other variable investment
options. You may not use the guaranteed interest division or the loan division
in dollar cost averaging.

The minimum percentage you may transfer to any one investment option is 1% of
the total amount you transfer. You must transfer at least $100 on each dollar
cost averaging transfer date.

Dollar cost averaging may occur on the same day of the month on a monthly,
quarterly, semi-annual or

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annual basis. Unless you tell us otherwise, dollar cost averaging automatically
takes place monthly on the monthly processing date.

You may have both dollar cost averaging and automatic rebalancing at the same
time. However, the dollar cost averaging source investment portfolio cannot be
included in your automatic rebalancing program.

CHANGING DOLLAR COST AVERAGING

You may change your dollar cost averaging program one time per policy year. If
you have telephone privileges, you may change the program by telephoning our
customer service center. SEE TELEPHONE PRIVILEGES, PAGE 40.

TERMINATING DOLLAR COST AVERAGING

You may cancel dollar cost averaging by sending satisfactory notice to our
customer service center. We must receive it at least one day before the next
dollar cost averaging date.

Dollar cost averaging will terminate on the date:

    1.   you specify; or

    2.   your balance in the source investment portfolio reaches a dollar amount
         you set; or

    3.   the amount in the source investment portfolio is equal to or less than
         the amount to be transferred on a dollar cost averaging date. We will
         transfer the remaining amount and dollar cost averaging ends.


AUTOMATIC REBALANCING

Automatic rebalancing is a method of maintaining a consistent approach to
investing account values over time and simplifying the process of asset
allocation among your chosen investment options.

Transfers made for automatic rebalancing do not count toward your twelve free
transfers per policy year. There is no charge for this feature.

If you choose this feature, on each rebalancing date we transfer amounts among
the investment options to match your pre-set automatic rebalancing allocation.
After the transfer, the ratio of your account value in each investment option to
your total account value for all investment options included in automatic
rebalancing matches the automatic rebalancing allocation percentage you set for
that investment option. This action rebalances the amounts in the investment
options that do not match your set allocation. This mismatch can happen if an
investment option outperforms the other investment options for that time period.

You may choose the automatic rebalancing feature on your application or later by
completing our customer service form. Automatic rebalancing may occur on the
same day of the month on a monthly, quarterly, semi-annual or annual basis. If
you do not specify a frequency, automatic rebalancing will occur quarterly.

The first transfer occurs on the date you select (after your free look period
ends if your state requires return of premium we receive during the free look
period). If you do not request a date, processing is on the last valuation date
of the calendar quarter we receive your request.

When you choose automatic rebalancing allocations, you may choose up to eighteen
total investment options. SEE MAXIMUM NUMBER OF INVESTMENT OPTIONS, PAGE 18.

You may have both automatic rebalancing and dollar cost averaging at the same
time. However, the source investment portfolio for your dollar cost averaging
cannot be included in your automatic rebalancing program. You may not include
the loan division in your automatic rebalancing program.

CHANGING AUTOMATIC REBALANCING

You may change your allocation percentages for automatic rebalancing at any
time. Your allocation change is effective on the valuation date that we receive
it at our customer service center. If you reduce the amount allocated to the
guaranteed interest division, it is considered a transfer from that division.
You must meet the requirements for the maximum transfer amount and time
limitations on transfers from the guaranteed interest division. SEE TRANSFERS OF
ACCOUNT VALUE, PAGE 31.

If you have automatic rebalancing and the guaranteed minimum death benefit and
you ask for an allocation which does not meet the guaranteed minimum death
benefit diversification requirements, we will notify you that the allocation
needs to be changed and ask you for revised instructions. SEE GUARANTEED MINIMUM
DEATH BENEFIT, PAGE 25.

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TERMINATING AUTOMATIC REBALANCING

You may terminate automatic rebalancing at any time, as long as we receive your
notice of termination at least one day before the next automatic rebalancing
date.

If you have the guaranteed minimum death benefit and you terminate the automatic
rebalancing feature, you still must meet the diversification requirements of
your net account value for the guarantee period to continue. SEE GUARANTEED
MINIMUM DEATH BENEFIT, PAGE 25.


POLICY LOANS

The loan division is part of our general account specifically designed to hold
money used as collateral for loans and loan interest.

You may borrow from your policy at any time after the first monthly processing
date, by using your policy as security for a loan, or as otherwise required by
law. The amount you borrow is called a policy loan. Your policy loan is:

    1.   the total amount you borrow from your policy; plus

    2.   policy loan interest that is capitalized when due; minus

    3.   policy loan or interest repayments you make.

Unless law requires differently, a new policy loan must be at least $100. The
maximum amount you may borrow on any valuation date, unless required differently
by law, is your net account value minus the monthly deductions to your next
policy anniversary or 13 monthly deductions if you take a loan within thirty
days before your next policy anniversary.

Your request for a policy loan must be directed to our customer service center.
If you have telephone privileges, you may request a policy loan of less than
$25,000 by telephoning our customer service center. SEE TELEPHONE PRIVILEGES,
PAGE 40.

When you request a loan you may specify one investment option from which the
loan will be taken. If you do not specify one, the loan will be taken
proportionately from each active investment option you have, including the
guaranteed interest division. Loan interest charges on your policy loan accrue
daily at an annual interest rate of 4.75%. Interest is due in arrears on each
policy anniversary. If you do not pay your interest when it is due, we add it to
your policy loan balance.

When you take a policy loan, we transfer an amount equal to your policy loan to
the loan division. We follow this same process for loan interest due at your
policy anniversary. We credit the loan division with interest at an annual rate
of 4%.

If you request an additional loan, we add the new loan amount to your existing
policy loan. This way, there is only one loan outstanding on your policy at any
time.

LOAN REPAYMENT

You may repay your policy loan at any time while your policy is in force. We
assume that payments you make, other than scheduled premiums, are policy loan
repayments. You must tell us if you want payments to be premium payments.

When you make a loan repayment, we transfer an amount equal to your payment from
the loan division to the variable investment options and the guaranteed interest
division in the same proportion as your current premium allocation, unless you
tell us otherwise.

EFFECTS OF A POLICY LOAN ON YOUR POLICY

Taking a loan decreases the amount you have in the investment options. Accruing
loan interest will change your net account value as compared to what it would
have been if you did not take a loan.

Even if you repay your loan, it has a permanent effect on your account value.
The benefits under your policy may be affected.

The loan is a first lien on your policy. If you do not repay your policy loan,
we deduct your outstanding policy loan and accrued loan interest from the death
proceeds payable or the cash surrender value payable on surrender.

Failure to repay your loan may affect the guaranteed minimum death benefit
feature and the length of time your policy remains in force. If you do not make
loan payments your policy could lapse. POLICY LOANS MAY CAUSE YOUR POLICY TO
LAPSE IF YOUR NET ACCOUNT VALUE MINUS POLICY LOAN AMOUNTS AND ACCRUED LOAN
INTEREST IS NOT ENOUGH TO PAY YOUR DEDUCTIONS EACH MONTH. SEE LAPSE, PAGE 36.

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Strategic Advantage II                34

<PAGE>



Policy loans may have tax consequences. If your policy lapses with a loan
outstanding, you may have further tax consequences. SEE DISTRIBUTIONS OTHER THAN
DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 50, AND DISTRIBUTIONS
OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED ENDOWMENT
CONTRACTS, PAGE 50.

If you use the continuation of coverage feature and you have a policy loan, loan
interest continues to accrue.


PARTIAL WITHDRAWALS

You may request a partial withdrawal to be processed on any valuation date after
your first policy anniversary by contacting our customer service center. You
make a partial withdrawal when you withdraw part of your net account value. If
your request is by telephone, it must be for less than $25,000 and may not cause
a decrease in your death benefit. Otherwise, your request must be in writing.
SEE TELEPHONE PRIVILEGES, PAGE 40.

You may take only one partial withdrawal per policy year. The minimum partial
withdrawal you may take is $100. The maximum partial withdrawal you may take is
the amount which leaves $500 as your net account value. If you request a
withdrawal of more than this maximum, we require you to surrender your policy or
reduce the withdrawal.

When you take a partial withdrawal, we deduct your withdrawal amount plus a
service fee from your account value. SEE CHARGES, DEDUCTIONS AND REFUNDS, PAGE
44.

Unless you tell us otherwise, we will make a partial withdrawal from the
guaranteed interest division and the variable investment options in the same
proportion that each has to your net account value immediately before your
withdrawal. You may select one investment option from which your partial
withdrawal will be taken. If you select the guaranteed interest division,
however, the amount withdrawn from it may not be for more than your total
withdrawal multiplied by the ratio of your account value in the guaranteed
interest division to your total net account value immediately before the partial
withdrawal transaction.

Partial withdrawals may have adverse tax consequences. SEE DISTRIBUTIONS OTHER
THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 49, AND
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS, PAGE 50.

PARTIAL WITHDRAWALS UNDER DEATH BENEFIT OPTION 1

If you selected death benefit option 1, it is your first partial withdrawal of
the policy year, no more than fifteen years have passed since your policy date
and the insured person is not yet age 81, you may make a partial withdrawal of
up to the greater of 10% of your account value, or 5% of your stated death
benefit without decreasing your stated death benefit.

Otherwise, amounts you withdraw will reduce your stated death benefit by the
amount of the withdrawal unless your policy death benefit has been increased due
to the federal income tax definition of life insurance. If your policy death
benefit has been increased due to the federal income tax definition of life
insurance at the time of the partial withdrawal, then at least part of your
partial withdrawal may be made without reducing your stated death benefit.

PARTIAL WITHDRAWALS UNDER DEATH BENEFIT OPTION 2

If you have selected death benefit option 2, a partial withdrawal does not
reduce your stated or target death benefit. However because your account value
is reduced, we reduce the total death benefit by at least the partial withdrawal
amount.

STATED DEATH BENEFIT AND TARGET DEATH BENEFIT REDUCTIONS

Regardless of your chosen death benefit option, partial withdrawals do not
reduce your stated death benefit if:

    o    your base death benefit has been increased to qualify your policy as
         life insurance under the federal income tax laws; and
    o    you withdraw an amount that is no greater than the amount that reduces
         your account value to a level which no longer requires your base death
         benefit to be increased to qualify as life insurance for federal income
         tax law purposes. SEE TAX STATUS OF THE POLICY, PAGE 48.

We require a minimum stated death benefit and a minimum target death benefit to
issue your policy. You may not take a partial withdrawal if it reduces your
stated death benefit or target death benefit below this minimum. SEE POLICY
ISSUANCE, PAGE 47.


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Strategic Advantage II                35

<PAGE>



We will send a new policy schedule page for your policy showing the effect of
your withdrawal if there is any change to your stated death benefit or your
target death benefit.

In order to make this change, we may ask that you return the policy to our
customer service center. Your withdrawal and any reductions in the death
benefits are effective as of the valuation date on which we receive your
request. SEE DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT
CONTRACTS, PAGE 50, AND DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES
THAT ARE NOT MODIFIED ENDOWMENT CONTRACTS, PAGE 50.


LAPSE

Your insurance coverage continues as long as your net account value is enough to
pay your deductions each month. Lapse does not apply if either the guaranteed
minimum death benefit or the special continuation period is in effect and you
have met all requirements. SEE SPECIAL CONTINUATION PERIOD, PAGE 21 AND
GUARANTEED MINIMUM DEATH BENEFIT, PAGE 25.

If the continuation of coverage feature is active, your policy could still lapse
if there is an outstanding policy loan even though there are no further monthly
deductions.

GRACE PERIOD

Your policy enters a 61-day lapse grace period if, on a monthly processing date:

    1.   your net account value is zero (or less);

    2.   the three-year special continuation period has expired or you have not
         paid the required special continuation period premium; and

    3.   you do not have the guaranteed minimum death benefit or it has expired
         or terminated.

We notify you that your policy is in a grace period at least 30 days before it
ends. We send this notice to you (or a person to whom you have assigned your
policy) at your last known address in our records. We notify you of the premium
payment necessary to prevent your policy from lapsing. This amount is generally
the past due charges, plus your estimated monthly policy and rider deductions
for the next two months. If the death of the insured person occurs during the
grace period we do pay death proceeds to your beneficiary(ies), but with
reductions for your policy loan balance, accrued loan interest and monthly
deductions owed. No lapse notice will be sent to you if the guaranteed minimum
death benefit is going to lapse.

If we receive payment of the required amount before the end of the grace period,
we apply it to your account value in the same manner as your other premium
payments, then we deduct the overdue amounts from your account balance.

If you do not pay the full amount within the 61-day grace period, your policy
and its riders lapse without value. We withdraw your remaining account balance
from the variable and guaranteed interest divisions. We deduct amounts you owe
us and inform you that your policy coverage has ended.

IF YOU HAVE THE GUARANTEED MINIMUM DEATH BENEFIT IN EFFECT

After the special continuation period has ended and if the guaranteed minimum
death benefit is in effect, your policy's stated death benefit will not lapse
during the guarantee period. This is true even if your net account value is not
enough to cover all of the deductions from your account value on any monthly
processing date. SEE GUARANTEED MINIMUM DEATH BENEFIT, PAGE 25.







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Strategic Advantage II                36

<PAGE>



                                  LAPSE SUMMARY

<TABLE>
<CAPTION>

                     SPECIAL CONTINUATION PERIOD                                   GUARANTEED MINIMUM DEATH BENEFIT

     IF YOU MEET THE                 IF YOU DO NOT MEET THE                IF YOU MEET THE              IF YOU DO NOT MEET THE
       REQUIREMENTS                 REQUIREMENTS OR IT IS NO                REQUIREMENTS               REQUIREMENTS OR IT IS NO
                                        LONGER IN EFFECT                                                  LONGER IN EFFECT

<S>                                <C>                                <C>                               <C>
Your policy does not lapse         Your policy enters the             Your policy does not lapse        Your policy enters the
if you do not have enough          grace period if your net           if you do not have enough         grace period if your net
net account value to pay           account value is not               net account value to pay          account value is not
the monthly charges.  The          enough to pay the monthly          the monthly charges.              enough to pay the monthly
charges are deducted and           charges, or if your loan           However, if you have any          charges, or if your loan
may cause a negative               plus accrued loan interest         riders, they lapse after the      plus accrued loan interest
account value until the            is more than your account          grace period and only your        is more than your account
earlier of: 1) the date you        value.  If you do not pay          base coverage remains in          value.  If you do not pay
have enough net  account           enough premium to cover            force.  Charges for your          enough premium to cover
value, or 2) until the end         the past due monthly               base coverage are then            the past due monthly
of the special continuation        charges and interest due           deducted each month to            charges and interest due
period.                            plus the monthly charges           the extent that there is          plus the monthly charges
                                   and interest due through           sufficient net account            and interest due through
                                   the end of the grace               value to pay these charges.       the end of the grace
                                   period, your policy lapses.        If there is not sufficient        period, your policy lapses.
                                                                      net account value to pay a
                                                                      charge, it is permanently
                                                                      waived.
</TABLE>


REINSTATEMENT

If you do not pay enough premium before the end of the grace period, your policy
lapses. You may still reinstate your policy and its riders (other than the
guaranteed minimum death benefit) within five years of the end of the grace
period if you still own the policy and the insured person meets our underwriting
requirements.

Unless law requires differently, we will reinstate your policy and riders if:

    1.   you have not surrendered your policy;

    2.   you provide satisfactory evidence to us that the insured person (and
         any people insured under your riders) is alive and still insurable
         according to our normal rules of underwriting; and

    3.   we receive enough premium from you to keep your policy and its riders
         in force from the beginning to the end of the grace period and for two
         months after the reinstatement date.

Reinstatement is effective on the monthly processing date following our approval
of your reinstatement application. If you had a policy loan when coverage ended,
we reinstate it with accrued loan interest to the date of lapse. The cost of
insurance charges at the time of reinstatement are adjusted to reflect the time
since the lapse.

We apply net premiums received after reinstatement according to your most recent
instructions which may be the premium allocation instructions in effect at the
start of the grace period.


SURRENDER

You may surrender your policy for its net cash surrender value any time before
the death of the insured person. You may take your net cash surrender value in
other than one payment. We compute your net cash surrender value as of the
valuation date we receive your written surrender request and policy at our
customer service center. All insurance coverage ends on the date we receive your
surrender request and policy. SEE POLICY VALUES, PAGE 30 AND SETTLEMENT
PROVISIONS, PAGE 42.

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Strategic Advantage II                37

<PAGE>



We do not pro-rate or add back charges or expenses which were deducted before
your surrender to your account value.

A surrender of your policy may have adverse tax consequences. SEE DISTRIBUTIONS
OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 50, AND
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS, PAGE 50.


GENERAL POLICY PROVISIONS

FREE LOOK PERIOD

You have the right to examine your policy. The right to examine your policy,
often called the free look period, starts on the date you receive your policy
and is a length of time specified by law. If for any reason you do not want it,
you may return your policy to us or your agent/registered representative within
the period shown on the policy's face page. If you return your policy to us
within that time period, we will consider it canceled as of your policy date.

If you cancel your policy during this free look period, you will receive a
refund as determined under law. Generally, there are two types of free look
refunds:
    o    some states require a return of all premiums we receive;
    o    other states require payment of account value plus a refund of all
         charges deducted.

Your policy will specify what type of free look refund applies in your state.
The type of free look refund in your state will affect when the net premium we
receive before the end of the free look period is invested into the variable
investment options. SEE ALLOCATION OF NET PREMIUMS, PAGE 21.

YOUR POLICY

The entire contract between you and us is the combination of:
    o    your policy;
    o    a copy of your original application and any applications for benefit
         increases or decreases;
    o    all of your riders;
    o    endorsements;
    o    policy schedule pages; and
    o    reinstatement applications.

If you make a change to your coverage, we give you a copy of your changed
application and new policy schedules. If you send your policy to us, we attach
these items to your policy and return it to you. Otherwise, you need to attach
them to your policy.

Unless there is fraud, we consider all statements made in an application to be
representations and not guarantees. We use no statement to deny a claim, unless
it is in an application.

A president or an officer of our company and our secretary or assistant
secretary must sign all changes or amendments we make to your policy. No other
person may change the terms or conditions of your policy.

GUARANTEED ISSUE

We may offer policies on a guaranteed issue basis for certain group or sponsored
arrangements. When this happens, we issue these policies up to a preset face
amount with reduced evidence of insurability requirements. Guaranteed issue
policies may carry a different mortality risk to us compared with policies that
are fully underwritten. So, we may charge different cost of insurance rates for
guaranteed issue policies. The cost of insurance rates under these circumstances
may depend on the:
    o    issue age of the insured people;
    o    risk class of the insured people;
    o    size of the group; and
    o    total premium the group pays.

Generally, most guaranteed issued policies have higher overall charges for
insurance than a similar underwritten policy issued in the standard nonsmoker or
standard smoker class. This means that the insured person in a group or
sponsored arrangement could get individually underwritten insurance coverage at
a lower overall cost.

AGE

The age stated in your policy schedule is the age of the insured person we use
to issue your policy. This is based on the insured person's age as of the
nearest birthday to the policy date.

The policy is issued on a guaranteed and fully- underwritten basis. On the
policy date, the insured person must be no less than age 15. For a fully-
underwritten policy, the insured person must be no more than age 85. For a
guaranteed issued policy, the insured person must be no more than age 70.

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Strategic Advantage II                38

<PAGE>



We generally use age to calculate rates, charges and values. We determine the
insured person's age at any given time by adding the number of completed policy
years to the age calculated at issue.

The policy anniversary nearest the insured person's 100th birthday is the date
used for policy maturity and continuation of coverage.

OWNERSHIP

The original owner is the person named as the owner in the policy application.
The owner can exercise all rights and receive benefits during the insured
person's lifetime while the policy is still in force. This includes the right to
change the owner, beneficiary(ies) or the method designated to pay death
proceeds.

As a matter of law, all rights of ownership are limited by the rights of any
person who has been assigned rights under the policy and any irrevocable
beneficiary(ies).

You may name a new owner by giving us written notice. The effective date of the
change to the new owner is the date the prior owner signs the notice. However,
we will not be liable for any action we take before a change is recorded at our
customer service center. A change in ownership may cause the prior owner to
recognize taxable income on gain under the policy.

BENEFICIARY(IES)

You, as owner, name the beneficiary(ies) when you apply for your policy. The
primary beneficiary(ies) who survives the insured person receives the death
proceeds. Other surviving beneficiary(ies) receive death proceeds only if there
is no surviving primary beneficiary(ies). If more than one beneficiary(ies)
survives the insured person, they share the death proceeds equally, unless you
have told us otherwise. If none of your policy beneficiaries has survived the
insured person, we pay the death proceeds to you or to your estate, as owner.

Once you tell us who the beneficiary(ies) is/are, we keep this information on
file. You may name a new beneficiary(ies) any time before death of the insured
person. We pay the death proceeds to the beneficiary(ies) whom you have most
recently named according to our records. We do not make payments to multiple
sets of beneficiaries.

COLLATERAL ASSIGNMENT

You may assign your policy by sending written notice to us. After we record the
assignment, your rights as owner and the beneficiary's(ies') rights (unless the
beneficiary(ies) was made an irrevocable beneficiary(ies) under an earlier
assignment) are subject to the assignment. It is your responsibility to make
sure the assignment is valid.

INCONTESTABILITY

If your policy has been in force and the insured person is alive for two years
from your policy date, we will not question the validity of the statements in
your application. If your policy has been in force and the insured person is
alive for two years from the effective date of a new segment or from the
effective date of an increase in any other benefit, with respect to the insured
person (such as an increase in stated death benefit) we will not contest the
statements in your application for the new segment or other increase.

If this policy has been in force and the insured person is alive for two years
from the effective date of reinstatement, we will not contest the statements in
your application for reinstatement.

MISSTATEMENTS OF AGE OR GENDER

If the insured person's age or gender has been misstated, we adjust the death
benefit to the amount which would have been purchased for the insured person's
correct age and gender. We base the adjusted death benefit on the cost of
insurance charges deducted from your account value on the last monthly
processing date before the death of the insured person, or as otherwise required
by law.

If unisex cost of insurance rates apply, we do not make any adjustments for a
misstatement of gender.

SUICIDE

If the insured person commits suicide (while that insured person is sane or
insane) within two years of your policy date, unless otherwise required by law,
we limit death proceeds payable in one sum to:

    1.   the total of all premiums we receive to the time of death; minus

    2.   outstanding policy loan amounts and accrued loan interest; minus

    3.   partial withdrawals you have taken.

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Strategic Advantage II                39

<PAGE>



We make a limited payment to the beneficiary(ies) for a new segment or other
increase if the death of the insured person is due to suicide (while that
insured person is sane or insane), within two years of the effective date of a
new segment or within two years of an increase in any other benefit, unless
otherwise required by law. The limited payment we make is equal to the cost of
insurance and monthly expense charges which were deducted for such increase.

TRANSACTION PROCESSING

Generally, within seven days of when we receive all information required to
process a payment, we pay:
    o    death proceeds;
    o    net cash surrender value upon surrender;
    o    partial withdrawals; and
    o    loan proceeds.

We may delay processing these transactions if:
    o    the NYSE is closed for trading;
    o    trading on the NYSE is restricted by the SEC;
    o    there is an emergency so that it is not reasonably possible to sell
         securities in the variable investment options or to determine the value
         of a variable investment option's assets; or
    o    a governmental body with jurisdiction over the separate account allows
         suspension by its order.

SEC rules and regulations determine whether or not these conditions exist.

We execute transfers among the variable investment options as of the valuation
date of our receipt of your request at our customer service center.

We determine the death benefit as of the date of the death of the insured
person. The death proceeds are not affected by changes in the value of the
variable investment options after that date.

We may delay payment from our guaranteed interest division for up to six months,
unless law requires otherwise, of surrender proceeds, withdrawal amounts or loan
amounts. If we delay payment more than 30 days, we pay interest at our declared
rate (or at a higher rate if required by law) from the date we receive your
complete request.



NOTIFICATION AND CLAIMS PROCEDURES

Except for certain authorized telephone requests, we must receive in writing any
election, designation, change, assignment or request made by the owner.

You must use a form acceptable to us. We are not liable for actions taken before
we receive and record the written notice. We may require you to return your
policy for policy changes and at the time of surrender.

If the insured person dies while your policy is in force, please let us or your
agent/registered representative know as soon as possible. We will immediately
send you instructions on how to make a claim at the insured person's death. As
proof of the insured person's death, we may require you to provide proof of the
deceased insured person's age and a certified copy of the death certificate.

The beneficiary(ies) and the deceased insured person's next of kin may need to
sign authorization forms. These forms allow us to get information about the
deceased insured person. This information may include medical records of doctors
and hospitals used by the deceased insured person.

TELEPHONE PRIVILEGES

If your policy was delivered on or after May 1, 1999, telephone privileges are
automatically provided to you and your agent/registered representative, unless
you decline it on the application or contact our customer service center. If
your policy was delivered before May 1, 1999, you may choose telephone
privileges by completing our customer service form and returning it to our
customer service center. Telephone privileges allow you or your agent/registered
representative, if applicable, to call our customer service center to:
    o    make transfers;
    o    change premium allocations;
    o    change features in your dollar cost averaging and automatic rebalancing
         programs;
    o    request partial withdrawals; or
    o    request a policy loan.








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Strategic Advantage II                40

<PAGE>



Our customer service center uses reasonable procedures to make sure that
instructions received by telephone are genuine. These procedures may include:

    1.   requiring some form of personal identification;

    2.   providing written confirmation of any transactions; and

    3.   tape recording telephone calls.

By accepting automatic telephone privileges, you authorize us to record your
telephone calls with us. If we use reasonable procedures to confirm
instructions, we are not liable for losses due to unauthorized or fraudulent
instructions. We may discontinue this privilege at any time.

NON-PARTICIPATION

Your policy does not participate in the surplus earnings of Security Life.

DISTRIBUTION OF THE POLICIES

The principal underwriter (distributor) for our policies is ING America
Equities, Inc., a wholly owned subsidiary of Security Life. It is registered as
a broker-dealer with the SEC and the NASD. We pay ING America Equities, Inc. for
acting as the principal underwriter under a distribution agreement.

We sell our policies through licensed insurance agents who are registered
representatives of other broker-dealers including, but not limited to:

    1.   VESTAX Securities Corporation, an indirect affiliate of Security Life
         of Denver Insurance Company;

    2.   Locust Street Securities, Inc., an indirect affiliate of Security Life
         of Denver Insurance Company;

    3.   Multi-Financial Securities, Corp., an indirect affiliate of Security
         Life of Denver Insurance Company; and

    4.   IFG Network Securities, Inc., an indirect affiliate of Security Life of
         Denver Insurance Company.


All broker-dealers who sell this policy have entered into selling agreements
with us. Under these selling agreements, we pay a distribution allowance to
broker-dealers, who pay commissions to their agents/registered representatives
who sell this policy.

During the first policy year, the distribution allowance is 15% of premium we
receive up to target premium and 3% of premium we receive in excess of target
premium. For policy years two through ten, the distribution allowance is 12% of
premium we receive up to target premium and 3% of premiums we receive in excess
of target premium. For policy years after the tenth, the distribution allowance
is 3% of all premiums we receive (does not apply to some firms). Some
broker-dealers receive a slightly lower distribution allowance because we
provide them with greater marketing and administrative support.

Broker-dealers receive annual renewal payments (trails) of 0.15% of the average
net account value at the beginning of the sixth policy year.

In addition to the distribution allowances, we may pay wholesaler fees or
marketing and training allowances. We pay all allowances from our resources
which include sales charges deducted from premiums.

ADVERTISING PRACTICES AND SALES LITERATURE

We may use advertisements and sales literature to promote this product,
including:
    o    articles on variable life insurance and other information published in
         business or financial publications; and
    o    indices or rankings of investment securities;
    o    comparisons with other investment vehicles, including tax
         considerations.

We may use information regarding the past performance of the variable investment
options. However, past performance is not indicative of future performance of
the investment options or the policies and is not reflective of the actual
investment experience of policyowners.

We may feature certain investment options and their managers, as well as
describe asset levels and sales volumes. We may refer to past, current, or
prospective economic trends, and investment performance or other information we
believe may be of interest to our customers.



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Strategic Advantage II                41

<PAGE>



SETTLEMENT PROVISIONS

You may elect to have the beneficiary(ies) receive the death proceeds other than
in one payment. If you make this election, you must do so before the death of
the insured person. If you have not made this election, the beneficiary(ies) may
do so within 60 days after we receive proof of the death of the insured person.

You may take your net cash surrender value in other than one payment.

The investment performance of the variable investment options does not affect
payments under these settlement options. Instead, interest accrues at a fixed
rate based on the option you choose. Payment options are subject to our rules at
the time you make your selection. Currently a periodic payment must be at least
$20 and the proceeds must be $2,000 or more.

OPTION I:       PAYOUTS FOR A DESIGNATED PERIOD

OPTION II:      LIFE INCOME WITH PAYOUTS GUARANTEED FOR A DESIGNATED PERIOD

OPTION III:     HOLD AT INTEREST

OPTION IV:      PAYOUTS OF A DESIGNATED AMOUNT

OPTION V:       OTHER OPTIONS WE OFFER AT THE TIME WE PAY THE BENEFIT


ADMINISTRATIVE INFORMATION ABOUT THE POLICY

VOTING PRIVILEGES

We invest the variable investment options' assets in shares of investment
portfolios. We are the legal owner of the shares held in the separate account
and we have the right to vote on certain issues. Among other things, we may vote
on issues described in the fund's current prospectus or issues requiring a vote
by shareholders under the Investment Company Act of 1940.

Even though we own the shares, we give you the opportunity to tell us how to
vote the number of shares attributable to your account value.


We count fractional shares. If you have a voting interest, we send you proxy
material and a form on which to give us your voting instructions.

Each investment portfolio share has the right to one vote. The votes of all
investment portfolio shares are cast together on a collective basis, except on
issues for which the interests of the portfolios differ. In these cases, voting
is done on a portfolio-by-portfolio basis.

Examples of issues that require a portfolio-by- portfolio vote are:

    1.   changes in the fundamental investment policy of a particular investment
         portfolio; or

    2.   approval of an investment advisory agreement.

We vote the shares in accordance with your instructions at meetings of
investment portfolio shareholders. We vote any investment portfolio shares that
are not attributable to policies and any investment portfolio shares for which
the owner does not give us instructions, the same way we vote as if we did
receive owner instructions.

We reserve the right to vote investment portfolio shares without getting
instructions from policy owners if the federal securities laws, regulations or
their interpretations change to allow this.

You may instruct us only on matters relating to the investment portfolios
corresponding to variable investment options in which you have invested assets
as of the record date set by the investment portfolio's board for the
portfolio's shareholders meeting. We determine the number of investment
portfolio shares in each variable investment option that we attribute to your
policy by dividing your account value allocated to that variable investment
option by the net asset value of one share of the matching investment portfolio.

MATERIAL CONFLICTS

We are required to track events to identify any material conflicts arising from
using investment portfolios for both variable life and variable annuity separate
accounts. The boards of the investment portfolios, Security Life and other
insurance companies participating in the investment portfolios,


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have this same duty. There may be a material conflict if:
    o    state insurance law or federal income tax law changes;
    o    investment management of an investment portfolio changes; or
    o    voting instructions given by owners of variable life insurance policies
         and variable annuity contracts differ.

The investment portfolios may sell shares to certain qualified pension and
retirement plans qualifying under Code Section 401. These include cash or
deferred arrangements under Code Section 401(k). Therefore, there is a
possibility that a material conflict may arise between the interests of owners
in general or between certain classes of owners; and these retirement plans or
participants in these retirement plans.

If there is a material conflict, we have the duty to determine appropriate
action including removing the portfolios involved from our variable investment
options. We may take other action to protect policy owners. This could mean
delays or interruptions of the variable operations.

When state insurance regulatory authorities require it, we may ignore voting
instructions relating to changes in an investment portfolio's adviser or its
investment policies. If we do ignore voting instructions, we give you a summary
of our actions in our next semi-annual report to owners.

Under the Investment Company Act of 1940, we must get your approval for certain
actions involving our separate account. In this case, you have one vote for
every $100 of value you have in the variable investment options. We cast votes
credited to amounts in the variable investment options, but not credited to
policies in the same proportion as votes cast by owners.

RIGHT TO CHANGE OPERATIONS

Subject to state limitations, we may from time to time make any of the following
changes to our separate account:

    1.   Change the investment objective.

    2.   Offer additional variable investment options which will invest in
         portfolios we find appropriate for policies we issue.

    3.   Eliminate variable investment options.

    4.   Combine two or more variable investment options.

    5.   Substitute a new investment portfolio for a portfolio in which the
         division currently invests. A substitution may become necessary if, in
         our judgment:
         o    a portfolio no longer suits the purposes of your policy;
         o    there is a change in laws or regulations;
         o    there is a change in a portfolio's investment objectives or
              restrictions;
         o    the portfolio is no longer available for investment; or
         o    another reason we deem a substitution is appropriate.

    6.   Transfer assets related to your policy class to another separate
         account.

    7.   Withdraw the separate account from registration under the 1940 Act.

    8.   Operate the separate account as a management investment company under
         the 1940 Act.

    9.   Cause one or more variable investment options to invest in a mutual
         fund other than, or in addition to, the investment portfolios.

    10.  Stop selling these policies.

    11.  End any employer or plan trustee agreement with us under the
         agreement's terms.

    12.  Limit or eliminate any voting rights for the separate account.

    13.  Make any changes required by the 1940 Act or its rules or regulations.

We will not make a change until it is effective with the SEC and approved by the
appropriate state insurance departments, if necessary. We will notify you of
changes. If you wish to transfer the amount you have in the affected investment
option to another variable investment option or to the guaranteed interest
division, you may do so free of charge. Just notify us at our customer service
center.



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REPORTS TO OWNERS

At the end of each policy year we send a report to you that shows:
    o    your total net policy death benefit (your stated death benefit plus
         adjustable term insurance rider death benefit, if any);
    o    your account value;
    o    your policy loan, if any, plus accrued interest;
    o    your net cash surrender value;
    o    information about the variable investment options; and
    o    your account transactions during the policy year showing net premiums,
         transfers, deductions, loan amounts and withdrawals.

We also send semi-annual reports with financial information on the investment
portfolios, including a list of the investment holdings of each portfolio to
you.

We send confirmation notices to you throughout the year for certain policy
transactions.


CHARGES, DEDUCTIONS AND REFUNDS

The amount of a charge may not correspond to the cost incurred by us to provide
the service or benefit. For example, the sales charge may not cover all of our
sales and distribution expenses. Some proceeds from other charges, including the
mortality and expense risk charge or cost of insurance charges, may be used to
cover such expenses.


DEDUCTIONS FROM PREMIUMS

We treat payments we receive as premium payments if you do not have an
outstanding loan and your policy is not in the continuation of coverage period.
After we deduct certain charges from your premium payment, we add the remaining
net premium to your policy.

SALES CHARGE

We deduct a percentage from each premium payment to compensate us for the costs
we incur in selling the policies. The sales charge helps cover the costs of
distribution, preparing our sales literature, promotional expenses and other
direct and indirect expenses.

We base the percentage on the length of time since your policy or a segment
becomes effective:


                              Sales Charge Percentage
                              -----------------------

                                               Above Policy
                         Up To Policy or        or Segment
      Policy or              Segment              Target
    Segment Year          Target Premium          Premium
    ------------          --------------          -------
       1 - 10                  12%                  3%
        11 +                    3%                  3%

These premium deductions are a part of the total sales charge. To determine your
applicable sales charge, premiums we receive after an increase in stated death
benefit are allocated to your policy segments in the same proportion as the
guideline annual premium (defined by federal income tax law) for each segment
bears to the total guideline annual premium for your stated death benefit.

We may reduce or waive the sales charge for certain group or sponsored
arrangements, or for corporate purchasers. SEE GROUP OR SPONSORED ARRANGEMENTS,
OR CORPORATE PURCHASERS, PAGE 47.

TAX CHARGES

We pay state and local taxes in almost all states. These taxes vary in amount
from state to state and may vary from jurisdiction to jurisdiction within a
state. Currently, state and local taxes range from 0.5% to 5% with some states
not imposing these types of taxes. We deduct 2.5% of each premium payment to
cover these taxes. This rate approximates the average tax rate we expect to pay
in all states.

We also deduct 1.5% of each premium payment to cover our estimated costs for the
federal income tax treatment of deferred acquisition costs. This cost is
determined solely by the amount of life insurance premiums we receive.

We reserve the right to increase or decrease your premium expense charge for
taxes as a result of changes in the tax law, within limits set by law. We also
reserve the right to increase or decrease your premium expense charge for the
federal income tax treatment of deferred acquisition costs based on any change
in that cost to us.







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Strategic Advantage II                44

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DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT

MORTALITY AND EXPENSE RISK CHARGE

We deduct 0.002055% per day (0.75% annually) of the amount you have in the
variable investment options for the mortality and expense risks we assume. This
charge is deducted as part of the calculation of the daily unit values for the
variable investment options and does not appear as a separate charge on your
statement or confirmation.

The mortality risk is that insured people, as a group, may live less time than
we estimated. The expense risk is that the costs of issuing and administering
the policies and in operating the variable division are greater than the amount
we estimated.

The mortality and expense risk charge does not apply to your account value in
the guaranteed interest division or the loan division.


MONTHLY DEDUCTIONS FROM ACCOUNT VALUE

We deduct charges from your account value on each monthly processing date until
the maturity date or until the continuation of coverage period begins.

POLICY CHARGE

The policy charge is $10 per month for the first three years of your policy.

This  charge compensates us for such costs as:
    o    application processing;
    o    medical examinations;
    o    establishment of policy records; and
    o    insurance underwriting costs.

MONTHLY ADMINISTRATIVE CHARGE

We charge a per month administrative charge of $3 plus $0.025 per $1,000 for the
greater of the stated death benefit, or the target death benefit. We currently
limit the charge to $30 per month.

This charge is designed to compensate us for ongoing costs such as:
    o    premium billing and collections;
    o    claim processing;
    o    policy transactions;
    o    record keeping;
    o    reporting and communications with policy owners; and
    o    other expenses and overhead.

COST OF INSURANCE CHARGE

The cost of insurance charge compensates us for the ongoing costs of providing
insurance coverage under the policy, including the expected cost of paying death
proceeds that may be more than your account value at the insured person's death.

The cost of insurance charge is equal to our current monthly cost of insurance
rate multiplied by the net amount at risk for each portion of your death
benefit. We calculate the net amount at risk monthly, at the beginning of each
policy month. For the base death benefit, the net amount at risk is calculated
using the difference between the current base death benefit and your account
value. We determine your account value after we deduct your policy and rider
charges due on that date other than cost of insurance charges for the base death
benefit, adjustable term insurance and waiver of cost of insurance riders.

If your base death benefit at the beginning of a month increases (due to
requirements of the federal income tax law definition of life insurance), the
net amount at risk for your base death benefit for that month also increases.
Similarly, the net amount at risk for your adjustable term insurance rider
decreases. This means that your cost of insurance charge varies from month to
month with changes in your net amount at risk, changes in the death benefit and
with the increasing age of the insured person. We allocate the net amount at
risk to segments in the same proportion that each segment has to the total
stated death benefit for all coverage segments as of the monthly processing
date.

We base your current cost of insurance rates on the insured person's age, gender
and premium class on the policy and each segment date.

We apply unisex rates where appropriate under the law. This currently includes
the state of Montana and policies purchased by employers and employee
organizations in connection with employment-related insurance or benefit
programs.

Separate cost of insurance rates apply to:
    o    each segment of the base death benefit;
    o    your adjustable term insurance rider; and
    o    your waiver of cost of insurance rider.

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Strategic Advantage II                45

<PAGE>



We may make changes in the cost of insurance or rider charges for a class of
insured persons. We base the new charge on changes in expectations about:
    o    investment earnings;
    o    mortality;
    o    the time policies remain in effect;
    o    expenses; and
    o    taxes.

These rates are never more than the guaranteed maximum rates shown in your
policy. The guaranteed maximum rates are based on the 1980 Commissioner's
Standard Ordinary Sex Distinct Mortality Table.

The maximum rates for the initial and each new segment will be printed in your
policy schedule pages.

RIDER CHARGES

On each monthly processing date, we deduct the cost of benefits under your
riders. Rider charges do not include the adjustable term insurance and waiver of
cost of insurance riders. SEE RIDERS, PAGE 27.


POLICY TRANSACTION FEES

We charge fees for certain transactions under your policy. We deduct these fees
from the variable and guaranteed interest divisions pro rata to the account
value in each.

PARTIAL WITHDRAWALS

We deduct the lesser of a $25 service fee or 2% of the requested partial
withdrawal from your account value for each partial withdrawal you take to cover
our costs. We may also deduct a surrender charge from your account value. SEE
PARTIAL WITHDRAWALS, PAGE 35.

TRANSFERS

There is a $25 fee to cover our costs for each transfer over twelve free
transfers per policy year. If you include multiple transfers in one transfer
request, it counts as one transfer. SEE TRANSFERS OF ACCOUNT VALUE, PAGE 31.

ILLUSTRATIONS

The first policy illustration you request in a policy year is free. After that,
we charge a fee of up to $25 for each policy illustration.

PREMIUM ALLOCATION CHANGE

You may make twelve free premium allocation changes per policy year. After the
twelve free changes, we charge $25 for each additional premium allocation change
in that policy year. If you change your designated deduction investment option,
we consider it a premium allocation change. SEE MONTHLY DEDUCTIONS FROM ACCOUNT
VALUE, PAGE 45.

CONTINUATION OF COVERAGE ADMINISTRATIVE FEE

At the policy anniversary nearest the insured person's 100th birthday, if your
policy has not been surrendered, the continuation of coverage period begins.

We charge a one-time administrative fee of $200. This charge compensates us for
maintaining and servicing your policy until the death of the insured person. We
then no longer charge monthly charges.


                         DIVISIONS FROM WHICH WE DEDUCT
                     CHARGES, LOANS AND PARTIAL WITHDRAWALS

<TABLE>
<CAPTION>

                         MONTHLY CHARGES: COST OF                                                               LOANS AND
                         INSURANCE CHARGES, RIDER                     TRANSACTION FEES                     PARTIAL WITHDRAWALS
                       CHARGES, ADMINISTRATIVE FEES

   <S>         <C>                                            <C>                               <C>
   Choice      May choose a designated deduction              Proportionally among              May choose any investment
               investment option, including                   variable and guaranteed           option or combination of
               guaranteed interest division                   interest divisions                investment options

   Default     Proportionally among variable and              Proportionally among              Proportionally among variable
               guaranteed interest divisions                  variable and guaranteed           and guaranteed interest divisions
                                                              interest divisions
</TABLE>




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Strategic Advantage II                46

<PAGE>



PERSISTENCY REFUND

Where law allows us, we pay long-term policy owners a persistency refund. Each
month your policy remains in force after your tenth policy anniversary, we
credit your account value with a refund of 0.05% of account value. This refund
is 0.6% of your account value on an annual basis.

We do not guarantee that we will pay a persistency refund on the guaranteed
interest division. If we pay a persistency refund on the guaranteed interest
division, we will pay it even if your policy is in the continuation of coverage
period.

If applicable, we add the persistency refund to the variable and guaranteed
interest divisions, but not the loan division, in the same proportion that your
account value in each investment option has to your net account value as of the
monthly processing date.

Here are two examples of how the persistency refund may affect your account
value:

EXAMPLE 1:  YOUR POLICY HAS NO LOAN:

    o    account value = $10,000 (all in the variable division)

    o    monthly persistency refund rate = .0005

    o    persistency refund = 10,000 x .0005 = $5.00


                    Value Before          Value After
                    Persistency           Persistency
                    Refund                Refund
Variable
Division            $10,000.00            $10,005.00


EXAMPLE 2:  YOUR POLICY DOES HAVE A LOAN:

    o    account value = $10,000

    o    account value in the variable division = $6,000

    o    account value in the loan division = $4,000

    o    monthly persistency refund rate = .0005

    o    persistency refund = 10,000 x .0005 = $5.00


                     Value Before         Value After
                     Persistency          Persistency
                     Refund               Refund
Variable
Division             $6,000.00            $6,005.00

Loan                 $4,000.00            $4,000.00


REFUND OF SALES CHARGES

If you surrender your policy within the first two policy years and your policy
has not lapsed, we will refund a portion of the sales charges we previously
deducted from the premiums we received. In the first policy year, the amount of
the refund is guaranteed to be at least 5% of the premiums we receive. In the
second policy year, the refund is guaranteed to be at least 2.5% of the premiums
we receive in the first policy year. The refund of sales charge is guaranteed
only for the first two policy years. The refund of sales charge is not available
if your policy was purchased with the proceeds of a policy issued by use or one
of our affiliates.

OTHER CHARGES

Under current law, we pay no tax on investment income and capital gains included
in variable life insurance policy reserves. This means that no charge is
currently made to any variable investment option for our federal income taxes.
If the tax law changes and we have federal income tax chargeable to the variable
investment options, we may make such a charge in the future.


GROUP OR SPONSORED ARRANGEMENTS, OR CORPORATE PURCHASERS

Individuals, corporations or other institutions may purchase this policy. For
group or sponsored arrangements (including employees and certain family members
of employees of Security Life, its affiliates and appointed sales agents),
corporate purchasers or special exchange programs which we may offer from time
to time, we may reduce or waive the:
    o    administrative charge;
    o    minimum stated death benefit;
    o    minimum target death benefit;
    o    minimum annual premium;
    o    target premium;

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Strategic Advantage II                47

<PAGE>



    o    sales charges;
    o    cost of insurance charges; or
    o    other charges normally assessed.

We can reduce or waive these items based on expected economies under a group or
sponsored arrangement or with a corporate purchaser. Our sales, administration
and mortality costs generally vary with the size and stability of the group,
among other factors. We take all these factors into account when we reduce
charges. A group or sponsored arrangement must meet certain requirements to
qualify for reduced charges. We make reductions to charges based on our rules in
effect when we approve a policy application. We may change these rules from time
to time.

Group arrangements include those in which there is a trustee, an employer or an
association. The group may purchase multiple policies covering a group of
individuals on a group basis or endorse a policy to a group of individuals.
Sponsored arrangements include those in which an employer or association allows
us to offer policies to its employees or members on an individual basis.

Each sponsored arrangement or corporation may have different group premium
payments and premium requirements.

We will not unfairly discriminate in any variation in the surrender charge,
administrative charge, or other charges, fees and privileges. These variations
are based on differences in costs or services.


TAX CONSIDERATIONS

The following summary provides a general description of the federal income tax
considerations associated with the policy and does not purport to be complete or
to cover all tax situations. This discussion is not intended as tax advice.
Counsel or other competent tax advisers should be consulted for more complete
information. This discussion is based upon our understanding of the present
federal income tax laws. No representation is made as to the likelihood of
continuation of the present federal income tax laws or as to how they may be
interpreted by the Internal Revenue Service.


TAX STATUS OF THE POLICY

This policy is designed to qualify as a life insurance contract under the
Internal Revenue Code. All terms and provisions of the policy shall be construed
in a manner which is consistent with that design. In order to qualify as a life
insurance contract for federal income tax purposes and to receive the tax
treatment normally accorded life insurance contracts under federal tax law, a
policy must satisfy certain requirements which are set forth in Internal Revenue
Code Section 7702. While there is little guidance as to how these requirements
are applied, we believe it is reasonable to conclude that our policies satisfy
the applicable requirements. If it is subsequently determined that a policy does
not satisfy the applicable requirements, we will take appropriate and reasonable
steps to bring the policy into compliance with such requirements and we reserve
the right to restrict policy transactions or modify your policy in order to do
so.

Section 7702 provides that if one of two alternate tests is met, a policy will
be treated as a life insurance policy for federal income tax purposes. These
tests are referred to as the "cash value accumulation test" and the "guideline
premium/cash value corridor test."

Under the cash value accumulation test, there is no limit to the amount that may
be paid in premiums as long as there is enough death benefit in relation to
account value at all times. The death benefit at all times must be at least
equal to an actuarially determined factor, depending on the insured person's
age, sex and premium class at any point in time, multiplied by the account
value. SEE APPENDIX A, PAGE 166, FOR A TABLE OF THE CASH VALUE ACCUMULATION TEST
FACTORS.

The guideline premium/cash value corridor test provides for a maximum premium in
relation to the death benefit, and a minimum "corridor" of death benefit in
relation to account value. In most situations, the death benefit that results
from the guideline premium/cash value corridor test will ultimately be less than
the amount of death benefit required under the cash value accumulation test. SEE
APPENDIX B, PAGE 166, FOR A TABLE OF THE GUIDELINE PREMIUM/CASH VALUE CORRIDOR
TEST FACTORS.

This policy allows the owner to choose, at the time of application, which of
these tests we will apply to the policy. A choice of tests is irrevocable.
Regardless of which test is chosen, we will at all times assure that the policy
meets the statutory definition which

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Strategic Advantage II                48

<PAGE>



qualifies the policy as life insurance for federal income tax purposes. In
addition, as long as the policy remains in force, increases in account value as
a result of interest or investment experience will not be subject to federal
income tax unless and until there is a distribution from the policy, such as a
partial withdrawal or loan. SEE TAX TREATMENT OF POLICY DEATH BENEFITS, PAGE 49.


DIVERSIFICATION REQUIREMENTS

In addition to meeting the Code Section 7702 tests, Code Section 817(h) requires
separate account investments, such as our separate account, to be adequately
diversified. The Treasury has issued regulations which set the standards for
measuring the adequacy of any diversification. To be adequately diversified,
each variable investment option must meet certain tests. If your variable life
policy is not adequately diversified under these regulations, it is not treated
as life insurance under Code Section 7702. You would then be subject to federal
income tax on your policy income as you earn it. Our variable investment
options' investment portfolios have promised they will meet the diversification
standards that apply to your policy.

In certain circumstances, you, as owner of a variable life insurance contract,
may be considered the owner for federal income tax purposes of the separate
account assets used to support your contract. Any income and gains from the
separate account assets are includable in the gross income from your policy
under these circumstances. The IRS has stated in published rulings that a
variable contract owner is considered the owner of separate account assets if
the contract owner has "indicia of ownership" in those assets. "Indicia of
ownership" includes the ability to exercise investment control over the assets.

Your ownership rights under your policy are similar to, but different in some
ways from those described by the IRS in rulings in which it determined that
policy owners are not owners of separate account assets. For example, you have
flexibility in allocating your premium payments and in your policy values. These
differences could result in the IRS treating you as the owner of a pro rata
share of the separate account assets. We do not know what standards will be set
forth in the future, if any, in Treasury regulations or rulings. We reserve the
right to modify your policy, as necessary, to try to prevent you from being
considered the owner of a pro rata share of the separate account assets, or to
otherwise qualify your policy for favorable tax treatment. We will at all times
assure that the policy meets the statutory definition which qualifies the policy
as life insurance for federal income tax purposes. In addition, as long as the
policy remains in force, increases in account value as a result of interest or
investment experience will not be subject to federal income tax unless and until
there is a distribution from the policy, such as a partial withdrawal or loan.
SEE TAX TREATMENT OF POLICY DEATH BENEFITS, PAGE 49.

The following discussion assumes that the policy will qualify as a life
insurance contract for federal income tax purposes.


TAX TREATMENT OF POLICY DEATH BENEFITS

We believe that the death benefit under a policy is generally excludable from
the gross income of the beneficiary(ies) under section 101(a)(1) of the Code.
However, there are exceptions to this general rule. Additionally, federal and
local transfer, estate inheritance and other tax consequences of ownership or
receipt of policy proceeds depend on the circumstances of each policy owner or
beneficiary(ies). A tax adviser should be consulted about these consequences.

Generally, the policy owner will not be taxed on any of the policy account value
until there is a distribution. When distributions from a policy occur, or when
loan amounts are taken from or secured by a policy, the tax consequences depend
on whether or not the policy is a "modified endowment contract."

Special rules also apply if you are subject to the alternative minimum tax. You
should consult a tax adviser if you are subject to the alternative minimum tax.


MODIFIED ENDOWMENT CONTRACTS

Under the Internal Revenue Code, certain life insurance contracts are classified
as "modified endowment contracts" and are given less favorable tax treatment
than other life insurance contracts. Due to the flexibility of the policies as
to premiums and benefits, the individual circumstances of each policy will
determine whether or not it is classified as a modified endowment contract. The
rules are too complex to be summarized here, but generally

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Strategic Advantage II                49

<PAGE>



depend on the amount of premiums we receive during the first seven policy years.
Certain changes in a policy after it is issued could also cause it to be
classified as a modified endowment contract. A current or prospective policy
owner should consult with a competent adviser to determine whether or not a
policy transaction will cause the policy to be classified as a modified
endowment contract.

If a policy becomes a modified endowment contract, distributions that occur
during the policy year will be taxed as distributions from a modified endowment
contract. In addition, distributions for a policy within two years before it
becomes a modified endowment contract will be taxed in this manner. This means
that a distribution made from a policy that is not a modified endowment contract
could later become taxable as a distribution from a modified endowment contract.


MULTIPLE POLICIES

All modified endowment contracts that are issued by us (or our affiliates) to
the same policy owner during any calendar year are treated as one modified
endowment contract for purposes of determining the amount includable in the
policy owner's income when a taxable distribution occurs.


DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS

Once a policy is classified as a modified endowment contract, the following tax
rules apply both prospectively and to any distributions made in the prior two
years:

    1.   All distributions other than death benefits, including distributions
         upon surrender and withdrawals, from a modified endowment contact will
         be treated first as distributions of gain taxable as ordinary income
         and as tax-free recovery of the policy owner's investment in the policy
         only after all gain has been distributed.

    2.   Loan amounts taken from or secured by a policy classified as a modified
         endowment contract are treated as distributions and taxed first as
         distributions of gain taxable as ordinary income and as tax-free
         recovery of the policy owner's investment in the policy only after all
         gain has been distributed.

    3.   A 10% additional income tax penalty may be imposed on the distribution
         amount subject to income tax. Consult a tax adviser to determine
         whether or not you may be subject to this penalty tax.


DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS

Distributions other than death benefits from a policy that is not classified as
a modified endowment contract are generally treated first as a recovery of the
policy owner's investment in the policy. Only after the recovery of all
investment in the policy, is there taxable income. However, certain
distributions which must be made in order to enable the policy to continue to
qualify as a life insurance contract for federal income tax purposes, if policy
benefits are reduced during the first fifteen policy years, may be treated in
whole or in part as ordinary income subject to tax.

Loan amounts from or secured by a policy that is not a modified endowment
contract are generally not treated as distributions. Finally, neither
distributions from, nor loan amounts from or secured by, a policy that is not a
modified endowment contract are subject to the 10% additional income tax.


INVESTMENT IN THE POLICY

Your investment in the policy is generally the total of your aggregate premiums.
When a distribution is taken from the policy, your investment in the policy is
reduced by the amount of the distribution that is tax free.


POLICY LOANS

In general, interest on a policy loan will not be deductible. Moreover, the tax
consequences associated with a low-cost loan such as the loan available in the
policy are uncertain. Before taking out a policy loan, you should consult a tax
adviser as to the tax consequences.


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Strategic Advantage II                50

<PAGE>



If a loan from a policy is outstanding when the policy is canceled or lapses,
then the amount of the outstanding indebtedness will be added to the amount
treated as a distribution from the policy and will be taxed accordingly.


SECTION 1035 EXCHANGES

Code Section 1035 generally provides that no gain or loss shall be recognized on
the exchange of one life insurance policy for another life insurance policy or
for an endowment or annuity contract. We accept 1035 exchanges with outstanding
loans. Special rules and procedures apply to Section 1035 exchanges. If you wish
to take advantage of Section 1035, you should consult your tax adviser.


TAX-EXEMPT POLICY OWNERS

Special rules may apply to a policy that is owned by a tax-exempt entity.
Tax-exempt entities should consult their tax adviser regarding the consequences
of purchasing and owning a policy. These consequences could include an effect on
the tax- exempt status of the entity and the possibility of the unrelated
business income tax.


POSSIBLE TAX LAW CHANGES

Although the likelihood of legislative action is uncertain, there is always the
possibility that the tax treatment of the policy could be changed by legislation
or otherwise. You should consult a tax adviser with respect to legislative
developments and their effect on the policy.


CHANGES TO COMPLY WITH THE LAW

So that your policy continues to qualify as life insurance under the Code, we
reserve the right to refuse to accept all or part of your premium payments or to
change your death benefit. We may refuse to allow you to make partial
withdrawals that would cause your policy to fail to qualify as life insurance.
We also may:
    o    make changes to your policy or its riders; or
    o    take distributions from your policy to the degree that we deem
         necessary to qualify your policy as life insurance for tax purposes.

If we make any change of this type, it applies the same way to all affected
policies.

The tax law limits the amount we can charge for mortality costs and other
expenses used to calculate whether your policy qualifies as life insurance for
federal income tax purposes. We must base these calculations on reasonable
mortality charges and as permitted, other charges reasonably expected to be
paid. The Treasury issued proposed regulations on what it considers reasonable
mortality charges. We believe that the charges used for your policy should meet
the Treasury's current requirement for "reasonableness." We reserve the right to
make changes to the mortality charges if future regulations have standards which
make changes necessary in order to continue to qualify your policy as life
insurance for federal income tax purposes.

Additionally, assuming that you do not want your policy to be or to become a
modified endowment contract, we include a policy endorsement under which we have
the right to amend your policy, including riders. We do this to attempt to
enable your policy to continue to meet the seven-pay test for federal income tax
purposes. If the policy premium you pay is more than the seven-pay limit, we
have the right to remove any excess premium or to make any appropriate
adjustments to your policy's account value and death benefit. It is not clear,
however, whether we can take effective action pursuant to this endorsement under
all possible circumstances to prevent a policy that has exceeded the premium
limitation from being classified as a modified endowment contract.

Any increase in your death benefit will cause an increase in your cost of
insurance charges.


OTHER

Policy owners may use our policies in various arrangements, including:
    o    qualified plans;
    o    non-qualified deferred compensation or salary continuance plans;
    o    split dollar insurance plans;
    o    executive bonus plans;
    o    retiree medical benefit plans; and
    o    other plans.

The tax consequences of these plans may vary depending on the particular facts
and circumstances of each arrangement. If you want to use any of your

- --------------------------------------------------------------------------------
Strategic Advantage II                51

<PAGE>



policies in this type of arrangement, you should consult a qualified tax adviser
regarding the tax issues of your particular arrangement.

In recent years, Congress has adopted new rules relating to life insurance owned
by businesses. Any business contemplating the purchase of a new policy or a
change in an existing policy should consult a tax adviser.

The IRS requires us to withhold income taxes from any portion of the amounts
individuals receive in a taxable transaction. We do not withhold income taxes if
you elect in writing not to have withholding apply. If the amount withheld for
you is insufficient to cover income taxes, you may have to pay income taxes and
possibly penalties later.

The transfer of the policy or designation of a beneficiary may have federal,
state and/or local transfer and inheritance tax consequences, including the
imposition of gift, estate and generation-skipping transfer taxes. For example
the transfer of the policy to or the designation as a beneficiary of or the
payment of proceeds to a person who is assigned to a generation which is two or
more generations below the generation assignment of the policy owner may have
generation skipping transfer tax consequences under federal tax law. The
individual situation of each policy owner or beneficiary will determine the
extent, if any, to which federal, state and local transfer and inheritance taxes
may be imposed and how ownership or receipt of policy proceeds will be treated
for purposes of federal, state and local estate, inheritance, generation
skipping and other taxes.

YOU SHOULD CONSULT QUALIFIED LEGAL OR TAX ADVISERS FOR COMPLETE INFORMATION ON
FEDERAL, STATE, LOCAL AND OTHER TAX CONSIDERATIONS.


- --------------------------------------------------------------------------------
Strategic Advantage II                52

<PAGE>



ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES, CASH SURRENDER VALUES AND
ACCUMULATED PREMIUMS


The following tables are intended to show how the policy works, including how
benefits and values can vary over time. Each table compares these values with
total premiums we receive with interest. The policy illustrated uses the
following assumptions:


                                     Definition
                            Death     of Life     Stated               Target
                Smoker     Benefit   Insurance     Death               Death
Gender  Age     Status      Option      Test      Benefit   Premium   Benefit
- ------  ---     ------      ------      ----      -------   -------   -------
 Male    45   Nonsmoker       1         CVAT      300,000   $5,750    300,000
              Preferred
 Male    45   Nonsmoker       1         CVAT      150,000   $5,750    300,000
              Preferred
 Male    45   Nonsmoker       1          GP       300,000   $5,750    300,000
              Preferred

- -------------------
* "Smoker" includes the use of cigarettes, cigars, pipes, chewing tobacco,
nicotine chewing gum or patch, snuff or any other tobacco or nicotine-based
product.

The tables show how death benefits, account values and net cash surrender values
of a hypothetical policy could vary over an extended period of time, assuming
the variable division had constant hypothetical gross annual investment returns
of 0%, 12%, or 6% over the periods indicated in each table. Values would differ
from those shown in the tables if the annual investment returns were not
constant. The amounts shown would differ if we had used female or unisex rates.

These illustrations assume there is no policy loan.

We illustrate premium payments as if they were made at the beginning of the
year. The third column of each table shows what would happen if an amount equal
to the assumed premiums earned interest, after taxes, of 5% compounded annually.

The net investment return on your policy is lower than the gross investment
return on the variable investment options as a result of the mortality and
expense risk charge, the portfolio management fees and portfolio expenses. We
show the effect of the net investment return in the amounts for death benefits,
account values and cash surrender values.

The tables reflect annual investment management fees of 0.66% of the portfolios'
aggregate average daily net assets. This hypothetical rate is a simple average
of the investment advisory fees applying to the investment portfolios for the
year ending December 31, 1999. We assume other portfolio expenses at the rate of
0.31% of the portfolios' average daily net assets. This is an average of all the
portfolios' other expenses for the year ending December 31, 1999 after any
expense reimbursements or waivers by investment portfolio managers has been
made. The average of all portfolios' total expenses is 0.97%.

Actual fees vary by portfolio. The portfolio fees and expenses used in the
illustrations are the net amounts shown after absorption of fees and expenses by
the portfolio's investment manager. Absent such expense reimbursements

- --------------------------------------------------------------------------------
Strategic Advantage II                53

<PAGE>



or waivers, the total average investment management fees, average other
portfolio expenses and the average of all portfolios' total expenses used in the
illustrations would have been higher (0.71%, 0.47% and 1.18%, respectively). The
tables assume that the current expense reimbursement arrangements will continue.
However, they may not continue through 2000.

The effect of these portfolio charges and expenses, and mortality and expense
risk charges result in a net rate of return of:
    o    (1.71)% on a 0% gross rate of return;
    o    10.20 % on a 12% gross rate of return; and
    o    4.25% on a 6% gross rate of return.

The tables assume that charges have been deducted including deductions for
premiums, cost of insurance rider charges, monthly deductions, mortality and
expense risk charge, administrative and sales charges. The tables show charges
at our current rates which includes a persistency refund. The tables also show
charges at the maximum rates we guarantee in our policies. SEE MONTHLY
DEDUCTIONS FROM YOUR ACCOUNT VALUE, PAGE 45. The tables reflect that we do not
currently charge against the separate account for state or federal taxes. If we
charge for the taxes in the future, it will take a higher gross rate of return
than the rates shown to produce the same death benefits, account values and cash
surrender values.

If we are asked to do so, we will give you a comparable personal illustration
based on:
    o    the insured person's age and gender;
    o    standard premium class assumptions;
    o    initial stated death benefit;
    o    the chosen death benefit option;
    o    scheduled premiums consistent with your policy form; and
    o    special features elected on your policy.

At issue, we deliver an individualized illustration showing the scheduled
premium you chose and the insured person's actual risk class. After we issue the
policy, if you ask us to, we will give you an illustration of future policy
benefits. We base these hypothetical future benefits on both guaranteed and
current cost factor assumptions and actual account value.


- --------------------------------------------------------------------------------
Strategic Advantage II                54

<PAGE>




PROSPECT:  INSURED'S NAME
MALE 45 NONSMOKER                                                  PRESENTED BY:
PREFERRED
                                  SECURITY LIFE
                 STRATEGIC ADVANTAGE II VARIABLE UNIVERSAL LIFE

              STATED DEATH BENEFIT: $300000 DEATH BENEFIT OPTION 1
                              ANNUAL PREMIUM: $5750
                          CASH VALUE ACCUMULATION TEST
                                  SUMMARY PAGE

                           ASSUMING GUARANTEED CHARGES
                Assuming Hypothetical Gross Investment Return of:


<TABLE>
<CAPTION>

                                      ----------0.00%----------         ---------12.00%---------          ----------6.00%----------
                        PREMIUM                  CASH                             CASH                             CASH
                      ACCUMULATED     ACCOUNT    SURR       DEATH      ACCOUNT    SURR       DEATH       ACCOUNT   SURR      DEATH
  YEAR    PREMIUMS       AT 5%         VALUE     VALUE     BENEFIT      VALUE     VALUE     BENEFIT       VALUE    VALUE     BENEFIT

   <S>      <C>          <C>           <C>       <C>       <C>          <C>       <C>       <C>           <C>       <C>      <C>
    1       5750           6038         3174      3461     300000         3649      3936    300000         3411      3698    300000
    2       5750          12377         6200      6343     300000         7574      7718    300000         6872      7016    300000
    3       5750          19033         9074      9074     300000        11800     11800    300000        10379     10379    300000
    4       5750          26022        11914     11914     300000        16483     16483    300000        14056     14056    300000
    5       5750          33361        14589     14589     300000        21535     21535    300000        17775     17775    300000
    6       5750          41067        17095     17095     300000        26994     26994    300000        21535     21535    300000
    7       5750          49157        19412     19412     300000        32883     32883    300000        25314     25314    300000
    8       5750          57653        21524     21524     300000        39237     39237    300000        29101     29101    300000
    9       5750          66573        23412     23412     300000        46095     46095    300000        32874     32874    300000
   10       5750          75939        25054     25054     300000        53495     53495    300000        36614     36614    300000
   15       5750         130281        32611     32611     300000       107854    107854    300000        59144     59144    300000
   20       5750         199636        31146     31146     300000       197311    197311    341743        80617     80617    300000
   25       5750         288152        13966     13966     300000       334851    334851    519020        96904     96904    300000
   30       5750         401125         --        --         --         536259    536259    753981        99958     99958    300000

   AGE 65   5750         215655        29229     29229     300000       220643    220643    373327        84437     84437    300000
</TABLE>


The expense charges and cost of insurance rates will never be greater than those
which were used to calculate the above values.

The hypothetical gross rates of return shown are illustrative only and are not a
representation of past or future investment results. Actual investment results
may be different from those shown and will depend on a number of factors,
including selected investment allocations and investment experience. No
representation is made that these hypothetical gross investment returns can be
achieved or sustained over any period of time.

The death benefit, account value and cash surrender value for a policy would be
different from those shown if the actual gross annual rates of return averaged
0.00%, 12.00% and 6.00% over a period of years but varied above or below that
average during the period. They would also be different if premiums were paid in
a different frequency than shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                55

<PAGE>




PROSPECT:  INSURED'S NAME
MALE 45 NONSMOKER                                                  PRESENTED BY:
PREFERRED
                                  SECURITY LIFE
                 STRATEGIC ADVANTAGE II VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:  $300000                            DEATH BENEFIT OPTION 1
                                                       ANNUAL PREMIUM:  $5750.00
                                                    CASH VALUE ACCUMULATION TEST
                                  SUMMARY PAGE

                            ASSUMING CURRENT CHARGES
                Assuming Hypothetical Gross Investment Return of:


<TABLE>
<CAPTION>

                                      ----------0.00%----------         ---------12.00%---------          ----------6.00%----------
                        PREMIUM                  CASH                             CASH                             CASH
                      ACCUMULATED     ACCOUNT    SURR       DEATH      ACCOUNT    SURR       DEATH       ACCOUNT   SURR      DEATH
  YEAR    PREMIUMS       AT 5%         VALUE     VALUE     BENEFIT      VALUE     VALUE     BENEFIT       VALUE    VALUE     BENEFIT

   <S>      <C>          <C>           <C>       <C>       <C>          <C>       <C>       <C>           <C>       <C>      <C>

    1       5750           6038         4324      4899     300000         4872      5447    300000         4598      5173    300000
    2       5750          12377         8456      9218     300000        10117     10879    300000         9270     10032    300000
    3       5750          19033        12436     12954     300000        15812     16330    300000        14057     14575    300000
    4       5750          26022        16404     16404     300000        22152     22152    300000        19107     19107    300000
    5       5750          33361        20257     20257     300000        29095     29095    300000        24326     24326    300000
    6       5750          41067        23999     23999     300000        36705     36705    300000        29722     29722    300000
    7       5750          49157        27632     27632     300000        45056     45056    300000        35307     35307    300000
    8       5750          57653        31161     31161     300000        54230     54230    300000        41092     41092    300000
    9       5750          66573        34585     34585     300000        64314     64314    300000        47084     47084    300000
   10       5750          75939        37917     37917     300000        75415     75415    300000        53306     53306    300000
   15       5750         130281        56443     56443     300000       157791    157791    309587        93039     93039    300000
   20       5750         199636        70561     70561     300000       292104    292104    505925       141084    141084    300000
   25       5750         288152        79305     79305     300000       507158    507158    786095       200793    200793    311229
   30       5750         401125        80899     80899     300000       849799    849799   1194817       273751    273751    384893

   AGE 65   5750         215655        72764     72764     300000       327438    327438    554025       151939    151939    300000
</TABLE>


The current cost of insurance rates are subject to change. Account values will
vary from those illustrated if actual rates differ from those assumed. Current
mortality charge rates are based on current mortality experience and are not
dependent upon future improvements in underlying mortality.

The hypothetical gross rates of return shown are illustrative only and are not a
representation of past or future investment results. Actual investment results
and policy charges may be different from those shown and will depend on a number
of factors, including the investment allocations and investment experience. No
representation is made that these hypothetical gross investment returns can be
achieved or sustained over any period of time.

The death benefit, account value and cash surrender value for a policy would be
different from those shown if the actual gross annual rates of return averaged
0.00%, 12.00% and 6.00% over a period of years but varied above or below that
average during the period. They would also be different if premiums were paid in
a different frequency than shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                56

<PAGE>




PROSPECT:  INSURED'S NAME
MALE 45 NONSMOKER                                                  PRESENTED BY:
PREFERRED
                                  SECURITY LIFE
                 STRATEGIC ADVANTAGE II VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:  $150000                            DEATH BENEFIT OPTION 1
INITIAL ADJUSTABLE TERM RIDER:  $150000                ANNUAL PREMIUM:  $5750.00
                                                    CASH VALUE ACCUMULATION TEST
                                  SUMMARY PAGE

                           ASSUMING GUARANTEED CHARGES
                Assuming Hypothetical Gross Investment Return of:


<TABLE>
<CAPTION>

                                      ----------0.00%----------         ---------12.00%---------          ----------6.00%----------
                        PREMIUM                  CASH                             CASH                             CASH
                      ACCUMULATED     ACCOUNT    SURR       DEATH      ACCOUNT    SURR       DEATH       ACCOUNT   SURR      DEATH
  YEAR    PREMIUMS       AT 5%         VALUE     VALUE     BENEFIT      VALUE     VALUE     BENEFIT       VALUE    VALUE     BENEFIT

   <S>      <C>          <C>           <C>       <C>       <C>          <C>       <C>       <C>           <C>       <C>      <C>

    1       5750           6038         3171      3459     300000         3646      3934    300000         3408      3696    300000
    2       5750          12377         6195      6339     300000         7569      7713    300000         6867      7011    300000
    3       5750          19033         9067      9067     300000        11791     11791    300000        10372     10372    300000
    4       5750          26022        11904     11904     300000        16471     16471    300000        14045     14045    300000
    5       5750          33361        14576     14576     300000        21518     21518    300000        17761     17761    300000
    6       5750          41067        17079     17079     300000        26971     26971    300000        21516     21516    300000
    7       5750          49157        19393     19393     300000        32854     32854    300000        25291     25291    300000
    8       5750          57653        21501     21501     300000        39202     39202    300000        29072     29072    300000
    9       5750          66573        23385     23385     300000        46050     46050    300000        32840     32840    300000
   10       5750          75939        25022     25022     300000        53441     53441    300000        36573     36573    300000
   15       5750         130281        32548     32548     300000       107722    107722    300000        59053     59053    300000
   20       5750         199636        31032     31032     300000       197066    197066    341319        80434     80434    300000
   25       5750         288152        13762     13762     300000       334478    334478    518441        96542     96542    300000
   30       5750         401125         --        --         --         535698    535698    753192        99224     99224    300000

   AGE 65   5750         215655        29102     29102     300000       220376    220376    372876        84227     84227    300000
</TABLE>


The expense charges and cost of insurance rates will never be greater than those
which were used to calculate the above values.

The hypothetical gross rates of return shown are illustrative only and are not a
representation of past or future investment results. Actual investment results
may be different from those shown and will depend on a number of factors,
including selected investment allocations and investment experience. No
representation is made that these hypothetical gross investment returns can be
achieved or sustained over any period of time.

The death benefit, account value and cash surrender value for a policy would be
different from those shown if the actual gross annual rates of return averaged
0.00%, 12.00% and 6.00% over a period of years but varied above or below that
average during the period. They would also be different if premiums were paid in
a different frequency than shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                57

<PAGE>




PROSPECT:  INSURED'S NAME
MALE 45 NONSMOKER                                                  PRESENTED BY:
PREFERRED
                                  SECURITY LIFE
                 STRATEGIC ADVANTAGE II VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:  $150000                            DEATH BENEFIT OPTION 1
INITIAL ADJUSTABLE TERM RIDER:  $150000                ANNUAL PREMIUM:  $5750.00
                                                    CASH VALUE ACCUMULATION TEST
                                  SUMMARY PAGE

                            ASSUMING CURRENT CHARGES
                Assuming Hypothetical Gross Investment Return of:


<TABLE>
<CAPTION>

                                      ----------0.00%----------         ---------12.00%---------          ----------6.00%----------
                        PREMIUM                  CASH                             CASH                             CASH
                      ACCUMULATED     ACCOUNT    SURR       DEATH      ACCOUNT    SURR       DEATH       ACCOUNT   SURR      DEATH
  YEAR    PREMIUMS       AT 5%         VALUE     VALUE     BENEFIT      VALUE     VALUE     BENEFIT       VALUE    VALUE     BENEFIT

   <S>      <C>          <C>           <C>       <C>       <C>          <C>       <C>       <C>           <C>       <C>      <C>

    1       5750           6038         4344      4919     300000         4894      5469    300000         4619      5194    300000
    2       5750          12377         8526      9288     300000        10194     10956    300000         9343     10105    300000
    3       5750          19033        12567     13084     300000        15963     16480    300000        14197     14715    300000
    4       5750          26022        16600     16600     300000        22390     22390    300000        19324     19324    300000
    5       5750          33361        20520     20520     300000        29432     29432    300000        24624     24624    300000
    6       5750          41067        24328     24328     300000        37152     37152    300000        30106     30106    300000
    7       5750          49157        28021     28021     300000        45620     45620    300000        35776     35776    300000
    8       5750          57653        31600     31600     300000        54912     54912    300000        41638     41638    300000
    9       5750          66573        35060     35060     300000        65111     65111    300000        47699     47699    300000
   10       5750          75939        38409     38409     300000        76319     76319    300000        53973     53973    300000
   15       5750         130281        56908     56908     300000       159325    159325    312596        93891     93891    300000
   20       5750         199636        70998     70998     300000       294601    294601    510248       142194    142194    300000
   25       5750         288152        79715     79715     300000       511192    511192    792347       202250    202250    313488
   30       5750         401125        81278     81278     300000       856279    856279   1203928       275525    275525    387388

   AGE 65   5750         215655        73197     73197     300000       330187    330187    558676       153113    153113    300000
</TABLE>


The current cost of insurance rates are subject to change. Account values will
vary from those illustrated if actual rates differ from those assumed. Current
mortality charge rates are based on current mortality experience and are not
dependent upon future improvements in underlying mortality.

The hypothetical gross rates of return shown are illustrative only and are not a
representation of past or future investment results. Actual investment results
and policy charges may be different from those shown and will depend on a number
of factors, including the investment allocations and investment experience. No
representation is made that these hypothetical gross investment returns can be
achieved or sustained over any period of time.

The death benefit, account value and cash surrender value for a policy would be
different from those shown if the actual gross annual rates of return averaged
0.00%, 12.00% and 6.00% over a period of years but varied above or below that
average during the period. They would also be different if premiums were paid in
a different frequency than shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                58

<PAGE>




PROSPECT:  INSURED'S NAME
MALE 45 NONSMOKER                                                  PRESENTED BY:
PREFERRED
                                  SECURITY LIFE
                 STRATEGIC ADVANTAGE II VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:  $300000                            DEATH BENEFIT OPTION 1
                                                       ANNUAL PREMIUM:  $5750.00
                                                          GUIDELINE PREMIUM TEST
                                  SUMMARY PAGE

                           ASSUMING GUARANTEED CHARGES
                Assuming Hypothetical Gross Investment Return of:


<TABLE>
<CAPTION>

                                      ----------0.00%----------         ---------12.00%---------          ----------6.00%----------
                        PREMIUM                  CASH                             CASH                             CASH
                      ACCUMULATED     ACCOUNT    SURR       DEATH      ACCOUNT    SURR       DEATH       ACCOUNT   SURR      DEATH
  YEAR    PREMIUMS       AT 5%         VALUE     VALUE     BENEFIT      VALUE     VALUE     BENEFIT       VALUE    VALUE     BENEFIT

   <S>      <C>          <C>           <C>       <C>       <C>          <C>       <C>       <C>           <C>       <C>      <C>

    1       5750           6038         3174      3461     300000         3649      3936    300000         3411      3698    300000
    2       5750          12377         6200      6343     300000         7574      7718    300000         6872      7016    300000
    3       5750          19033         9074      9074     300000        11800     11800    300000        10379     10379    300000
    4       5750          26022        11914     11914     300000        16483     16483    300000        14056     14056    300000
    5       5750          33361        14589     14589     300000        21535     21535    300000        17775     17775    300000
    6       5750          41067        17095     17095     300000        26994     26994    300000        21535     21535    300000
    7       5750          49157        19412     19412     300000        32883     32883    300000        25314     25314    300000
    8       5750          57653        21524     21524     300000        39237     39237    300000        29101     29101    300000
    9       5750          66573        23412     23412     300000        46095     46095    300000        32874     32874    300000
   10       5750          75939        25054     25054     300000        53495     53495    300000        36614     36614    300000
   15       5750         130281        32611     32611     300000       107854    107854    300000        59144     59144    300000
   20       5750         199636        31146     31146     300000       198013    198013    300000        80617     80617    300000
   25       5750         288152        13966     13966     300000       355771    355771    412694        96904     96904    300000
   30       5750         401125         --        --         --         616641    616641    659805        99958     99958    300000

   AGE 65   5750         215655        29229     29229     300000       222974    222974    300000        84437     84437    300000
</TABLE>


The expense charges and cost of insurance rates will never be greater than those
which were used to calculate the above values.

The hypothetical gross rates of return shown are illustrative only and are not a
representation of past or future investment results. Actual investment results
may be different from those shown and will depend on a number of factors,
including selected investment allocations and investment experience. No
representation is made that these hypothetical gross investment returns can be
achieved or sustained over any period of time.

The death benefit, account value and cash surrender value for a policy would be
different from those shown if the actual gross annual rates of return averaged
0.00%, 12.00% and 6.00% over a period of years but varied above or below that
average during the period. They would also be different if premiums were paid in
a different frequency than shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                59

<PAGE>




PROSPECT:  INSURED'S NAME
MALE 45 NONSMOKER                                                  PRESENTED BY:
PREFERRED
                                  SECURITY LIFE
                 STRATEGIC ADVANTAGE II VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:  $300000                            DEATH BENEFIT OPTION 1
                                                       ANNUAL PREMIUM:  $5750.00
                                                          GUIDELINE PREMIUM TEST
                                  SUMMARY PAGE

                            ASSUMING CURRENT CHARGES
                Assuming Hypothetical Gross Investment Return of:


<TABLE>
<CAPTION>

                                      ----------0.00%----------         ---------12.00%---------          ----------6.00%----------
                        PREMIUM                  CASH                             CASH                             CASH
                      ACCUMULATED     ACCOUNT    SURR       DEATH      ACCOUNT    SURR       DEATH       ACCOUNT   SURR      DEATH
  YEAR    PREMIUMS       AT 5%         VALUE     VALUE     BENEFIT      VALUE     VALUE     BENEFIT       VALUE    VALUE     BENEFIT

   <S>      <C>          <C>           <C>       <C>       <C>          <C>       <C>       <C>           <C>       <C>      <C>

    1       5750           6038         4324      4899     300000         4872      5447    300000         4598      5173    300000
    2       5750          12377         8456      9218     300000        10117     10879    300000         9270     10032    300000
    3       5750          19033        12436     12954     300000        15812     16330    300000        14057     14575    300000
    4       5750          26022        16404     16404     300000        22152     22152    300000        19107     19107    300000
    5       5750          33361        20257     20257     300000        29095     29095    300000        24326     24326    300000
    6       5750          41067        23999     23999     300000        36705     36705    300000        29722     29722    300000
    7       5750          49157        27632     27632     300000        45056     45056    300000        35307     35307    300000
    8       5750          57653        31161     31161     300000        54230     54230    300000        41092     41092    300000
    9       5750          66573        34585     34585     300000        64314     64314    300000        47084     47084    300000
   10       5750          75939        37917     37917     300000        75415     75415    300000        53306     53306    300000
   15       5750         130281        56443     56443     300000       157797    157797    300000        93039     93039    300000
   20       5750         199636        70561     70561     300000       296308    296308    361496       141084    141084    300000
   25       5750         288152        79305     79305     300000       526907    526907    611212       200862    200862    300000
   30       5750         401125        80899     80899     300000       909871    909871    973562       279050    279050    300000

   AGE 65   5750         215655        72764     72764     300000       333654    333654    400385       151939    151939    300000
</TABLE>


The current cost of insurance rates are subject to change. Account values will
vary from those illustrated if actual rates differ from those assumed. Current
mortality charge rates are based on current mortality experience and are not
dependent upon future improvements in underlying mortality.

The hypothetical gross rates of return shown are illustrative only and are not a
representation of past or future investment results. Actual investment results
and policy charges may be different from those shown and will depend on a number
of factors, including the investment allocations and investment experience. No
representation is made that these hypothetical gross investment returns can be
achieved or sustained over any period of time.

The death benefit, account value and cash surrender value for a policy would be
different from those shown if the actual gross annual rates of return averaged
0.00%, 12.00% and 6.00% over a period of years but varied above or below that
average during the period. They would also be different if premiums were paid in
a different frequency than shown.


- --------------------------------------------------------------------------------
Strategic Advantage II                60

<PAGE>



ADDITIONAL INFORMATION

DIRECTORS AND OFFICERS

Set forth below is information regarding the directors and principal officers of
Security Life of Denver Insurance Company. Security Life's address and the
business address of each person named, except as noted with one or two asterisks
(*/**), is Security Life Center, 1290 Broadway, Denver, Colorado 80203-5699. The
business address of each person denoted with one asterisk (*) is ING North
America Insurance Corporation, 5780 Powers Ferry Road, Atlanta, Georgia
30327-4390. The business address of each person denoted with two asterisks (**)
is Security Life of Denver Insurance Company, 9140 Arrowpoint Blvd., Suite 400,
Charlotte, North Carolina 28273.


Name and Principal
Business and Address        Position and Offices with Security Life of Denver
- --------------------

Stephen M. Christopher      Chairman, President and Chief Executive Officer

Jess A. Skriletz            Director, Chief Executive Officer and General
                            Manager, ING Reinsurance and ING Institutional
                            Markets

Michael W. Cunningham*      Director, Executive Vice President

Mark A. Tullis*             Director

P. Randall Lowery*          Director

Thomas F. Conroy            President, ING Reinsurance International

Gregory G. McGreevey        President, ING Institutional Markets

Jerome J. Cwiok*            Executive Vice President and Chief Operating Officer

James L. Livingston, Jr.    Executive Vice President, CFO and Chief Actuary

Jeffrey R. Messner          Executive Vice President and Chief Marketing Officer

John R. Barmeyer*           Senior Vice President, ING US Legal Services

Peter Bell                  Senior Vice President, Risk Selection and Medical
                            Director, ING Reinsurance

Wayne D. Bidelman           Senior Vice President, CCRC, ING Reinsurance

R. Thomas Daniel*           Senior Vice President, Marketing

Arnold A. Dicke             Senior Vice President and Chief Actuary, ING
                            Reinsurance

Charles E. LeDoyen**        Senior Vice President, Structured Settlements

Terry L. Morrison           Senior Vice President, New Business Operations

Derek J. Reynolds*          Senior Vice President and Chief Information Officer

Jeffrey W. Seel*            Senior Vice President, Chief Investment Officer

Mark A. Smith               Senior Vice President, Insurance Services

Lawrence D. Taylor          Senior Vice President, Product Management

Gretta Ytterbo              Senior Vice President, ING US Legal Services

Gary W. Waggoner            Vice President, General Counsel and Corporate
                            Secretary


- --------------------------------------------------------------------------------
Strategic Advantage II                61

<PAGE>



REGULATION

We are regulated and supervised by the Division of Insurance of the Department
of Regulatory Agencies of the State of Colorado which periodically examines our
financial condition and operations. In addition, we are subject to the insurance
laws and regulations in every jurisdiction in which we do business. As a result,
the provisions of this policy may vary somewhat from jurisdiction to
jurisdiction.

We are required to submit annual statements, including financial statements, of
our operations and finances to the insurance departments of the various
jurisdictions in which we do business to determine solvency and compliance with
state insurance laws and regulations.

We are also subject to various federal securities laws and regulations.


LEGAL MATTERS

The legal matters in connection with the policy described in this prospectus
have been passed on by the General Counsel of Security Life. Sutherland Asbill &
Brennan LLP has provided advice on certain matters relating to the federal
securities laws.


LEGAL PROCEEDINGS

Security Life, as an insurance company, is ordinarily involved in litigation. We
do not believe that any current litigation is material to Security Life's
ability to meet its obligations under the policy or to the separate account and
we do not expect to incur significant losses from such actions. ING America
Equities, Inc., the principal underwriter and

distributor of the policy, is not engaged in any litigation of any material
nature.


EXPERTS

The consolidated financial statements of Security Life of Denver Insurance
Company and Subsidiaries at December 31, 1999 and 1998, and for each of the
three years in the period ended December 31, 1999, and the financial statements
of the Security Life Separate Account L1 at December 31, 1999, and for each of
the three years in the period ended December 31, 1999, appearing in this
prospectus and registration statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein, and are included in reliance upon such reports given on the authority of
such firm as experts in accounting and auditing.

Actuarial matters in this prospectus have been examined by James L. Livingston,
Jr., F.S.A., M.A.A.A., who is Executive Vice President, CFO and Chief Actuary of
Security Life. His opinion on actuarial matters is filed as an exhibit to the
Registration Statement we filed with the SEC.


REGISTRATION STATEMENT

We have filed a Registration Statement relating to the separate account and the
variable life insurance policy described in this prospectus with the SEC. The
Registration Statement, which is required by the Securities Act of 1933,
includes additional information that is not required in this prospectus under
the rules and regulations of the SEC. The additional information may be obtained
from the SEC's principal office in Washington, DC. There is a charge for this
material.

- --------------------------------------------------------------------------------
Strategic Advantage II                62

<PAGE>



                             INDEX OF SPECIAL TERMS

The following special terms are used in this prospectus. We explain each term on
the page(s) listed in the body of this prospectus and in the summary, if
applicable:


Account value..............................................8
Accumulation unit.........................................30
Accumulation unit value....................................8
Adjustable term insurance rider...........................22
Base death benefit........................................23
Beneficiary(ies)..........................................23
Cash surrender value......................................30
Continuation of coverage..................................29
Death proceeds............................................23
Divisions.................................................18
Free look period..........................................38
General account...........................................18
Guarantee period..........................................26
Guarantee period annual premium...........................26
Guaranteed interest division..............................18
Guaranteed minimum death benefit..........................25
Initial premium...........................................21
Insured person's 100th birthday............................4
Investment date...........................................21
Investment options........................................13
Loan division.............................................34
Minimum annual premium....................................20
Net account value.........................................30
Net amount at risk........................................45
Net cash surrender value..................................30
Net premium............................................4, 21
Partial withdrawal........................................21
Policy.....................................................4
Policy date...............................................19
Policy loan...............................................34
Portfolios................................................13
Scheduled premium.........................................20
Segment...................................................25
Special continuation period...............................21
Stated death benefit......................................19
Target death benefit......................................27
Target premium............................................20
Total death benefit.......................................27
Transaction date..........................................31
Valuation date............................................30
Valuation period..........................................31
Variable division.........................................18
Variable investment option................................12


- --------------------------------------------------------------------------------
Strategic Advantage II                63

<PAGE>



                              FINANCIAL STATEMENTS



The consolidated financial statements of Security Life of Denver Insurance
Company and Subsidiaries ("Security Life and Subsidiaries") at December 31, 1999
and 1998, and for each of the three years in the period ended December 31, 1999,
are prepared in accordance with accounting principles generally accepted in the
United States and start on page 65.

The financial statements included for the Security Life Separate Account L1 at
December 31, 1999 and for each of the three years in the period ended December
31, 1999, are prepared in accordance with accounting principles generally
accepted in the United States and represent those divisions that had commenced
operations by that date.

The consolidated financial statements of Security Life and Subsidiaries, as well
as the financial statements included for the Security Life Separate Account L1
referred to above have been audited by Ernst & Young LLP. The consolidated
financial statements of Security Life and Subsidiaries should be distinguished
from the financial statements of the Security Life Separate Account L1 and
should be considered only as bearing upon the ability of Security Life and
Subsidiaries to meet its obligations under the policies. They should not be
considered as bearing upon the investment experience of the divisions of
Security Life Separate Account L1.









- --------------------------------------------------------------------------------
Strategic Advantage II                64

<PAGE>








                                    Consolidated Financial Statements

                                    Security Life of Denver
                                    Insurance Company
                                    and Subsidiaries


                                    Years ended December 31, 1999, 1998 and 1997
                                    with Report of Independent Auditors








- --------------------------------------------------------------------------------
Strategic Advantage II                            65

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                        Consolidated Financial Statements


                  Years ended December 31, 1999, 1998 and 1997





                                    CONTENTS

Report of Independent Auditors ...............................................67

Audited Consolidated Financial Statements

Consolidated Balance Sheets ..................................................68
Consolidated Statements of Income ............................................70
Consolidated Statements of Comprehensive Income...............................71
Consolidated Statements of Stockholder's Equity ..............................72
Consolidated Statements of Cash Flows ........................................73
Notes to Consolidated Financial Statements ...................................74



- --------------------------------------------------------------------------------
Strategic Advantage II                            66

<PAGE>











                         Report of Independent Auditors

Board of Directors and Stockholder
Security Life of Denver Insurance Company

We have audited the accompanying consolidated balance sheets of Security Life of
Denver Insurance Company (a wholly owned subsidiary of ING America Insurance
Holdings, Inc.) and subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of income, comprehensive income, stockholder's
equity, and cash flows for each of the three years in the period ended December
31, 1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Security Life of
Denver Insurance Company and subsidiaries at December 31, 1999 and 1998, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.


                                        /s/ Ernst & Young LLP
April 14, 2000



- --------------------------------------------------------------------------------
Strategic Advantage II                            67

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                           Consolidated Balance Sheets

                             (Dollars in Thousands)



<TABLE>
<CAPTION>
                                                                    DECEMBER 31
                                                                 1999            1998
                                                              ------------ ---------------
<S>                                                            <C>             <C>
ASSETS
Investments (Notes 2 and 3):
   Fixed maturities, at fair value (amortized cost:
     1999--$3,649,485; 1998--$3,383,582)                       $ 3,486,939     $ 3,503,530
   Equity securities, at fair value (cost: 1999--$5,161;
     1998--$6,761)                                                   7,944           8,400
   Mortgage loans on real estate                                 1,006,443         784,108
   Investment real estate, at cost, less accumulated
     depreciation (1999--$561; 1998--$706)                           1,028           1,740
   Policy loans                                                    961,586         925,623
   Other long-term investments                                      37,284          17,671
   Short-term investments                                          186,917             747
                                                              ------------ ---------------
Total investments                                                5,688,141       5,241,819

Cash                                                                48,630          31,644
Accrued investment income                                           78,866          52,440
Reinsurance recoverable:
   Paid benefits                                                    19,738          11,364
   Unpaid benefits                                                  28,060          24,312
Prepaid reinsurance premiums (Note 8)                            3,666,882       3,329,901
Deferred policy acquisition costs (DPAC)                           982,713         778,126
Property and equipment, at cost, less accumulated
   depreciation (1999--$28,522; 1998--$25,981)                      34,704          36,141
Federal income tax recoverable (Note 9)                             27,663               -
Indebtedness from related parties                                   33,220           4,339
Other assets                                                       134,913         113,019
Separate account assets (Note 6)                                   644,975         423,474





                                                              ------------ ---------------
Total assets                                                   $11,388,505     $10,046,579
                                                              ============ ===============
</TABLE>



- --------------------------------------------------------------------------------
Strategic Advantage II                            68

<PAGE>


<TABLE>
<CAPTION>

                                                                                   DECEMBER 31
                                                                            1999                 1998
                                                                    -------------------- --------------------
<S>                                                                          <C>                  <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
   Future policy benefits:
     Life and annuity reserves                                               $ 5,313,006          $ 4,857,141
     Guaranteed investment contracts                                           3,885,219            3,210,012
     Policyholders' funds                                                         79,648               81,064
     Advance premiums                                                                192                  272
     Accrued dividends and dividends on deposit                                   21,603               21,268
     Policy and contract claims                                                  155,679              130,100
                                                                    -------------------- --------------------
   Total future policy benefits                                                9,455,347            8,299,857

   Accounts payable and accrued expenses                                         126,857              108,165
   Indebtedness to related parties                                                34,231               13,755
   Long-term debt to related parties (Note 10)                                   100,000              100,000
   Accrued interest on long-term debt to related
     parties (Note 10)                                                            11,098                5,387
   Other liabilities                                                              98,225              109,593
   Federal income taxes payable (Note 9)                                               -                  106
   Deferred federal income taxes (Note 9)                                         18,679               60,062
   Separate account liabilities (Note 6)                                         644,975              423,474
                                                                    -------------------- --------------------
Total liabilities                                                             10,489,412            9,120,399

Commitments and contingencies
   (Notes 8 and 13)

Stockholder's equity (Note 11):
   Common stock, $20,000 par value:
     Authorized--149 shares
     Issued and outstanding--144 shares                                            2,880                2,880
   Additional paid-in capital                                                    345,722              315,722
   Retained earnings                                                             614,785              563,553
   Accumulated other comprehensive income (loss)                                 (64,294)              44,025
                                                                    -------------------- --------------------
Total stockholder's equity                                                       899,093              926,180
                                                                    -------------------- --------------------
Total liabilities and stockholder's equity                                   $11,388,505          $10,046,579
                                                                    ==================== ====================
</TABLE>


See accompanying notes.

- --------------------------------------------------------------------------------
Strategic Advantage II                            69

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                        Consolidated Statements of Income

                             (Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                                YEAR ENDED DECEMBER 31
                                                                         1999             1998             1997
                                                                   ---------------- ---------------- ----------------

<S>                                                                      <C>               <C>             <C>
Revenues:
   Traditional life insurance premiums                                  $   104,133        $ 120,675       $  122,429
   Universal life and investment product charges                            247,066          229,226          217,108
   Reinsurance premiums assumed                                             526,563          431,267          446,434
                                                                   ---------------- ---------------- ----------------
                                                                            877,762          781,168          785,971
   Reinsurance premiums ceded                                              (147,068)        (143,211)        (124,815)
                                                                   ---------------- ---------------- ----------------
                                                                            730,694          637,957          661,156

   Net investment income                                                    394,167          361,996          340,898
   Net realized gains (losses) on investments                               (39,495)          10,818           28,645
   Other revenues                                                            18,304           11,771            6,743
                                                                   ---------------- ---------------- ----------------
                                                                          1,103,670        1,022,542        1,037,442
Benefits and expenses:
   Benefits:
     Traditional life insurance:
       Death benefits                                                       357,472          239,921          299,305
       Other benefits                                                        72,286           77,209           79,849
     Universal life and investment contracts:
       Interest credited to account balances                                258,167          236,136          217,614
       Death benefits incurred in excess of account
         balances                                                            95,444           63,103           73,260
     Increase in future policy benefits                                      95,511          102,875           72,685
     Reinsurance recoveries                                                (127,238)         (84,506)         (98,376)
     Product conversions                                                      3,701           10,578            7,014
                                                                   ---------------- ---------------- ----------------
                                                                            755,343          645,316          651,351
   Expenses:
     Commissions                                                             81,539           49,569           46,516
     Insurance operating expenses                                            91,172          125,194           89,075
     Amortization of deferred policy acquisition costs                       98,051          105,639          116,495
                                                                   ---------------- ---------------- ----------------
                                                                          1,026,105          925,718          903,437
                                                                   ---------------- ---------------- ----------------

Income before federal income taxes                                           77,565           96,824          134,005
Federal income taxes (Note 9)                                                26,333           34,066           47,019
                                                                   ---------------- ---------------- ----------------
Net income                                                               $   51,232        $  62,758       $   86,986
                                                                   ================ ================ ================
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                            70

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                 Consolidated Statements of Comprehensive Income

                             (Dollars in Thousands)



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED DECEMBER 31
                                                                         1999             1998             1997
                                                                   ---------------- ---------------- ----------------

<S>                                                                       <C>               <C>              <C>
Net income                                                                $  51,232         $ 62,758         $ 86,986
                                                                   ---------------- ---------------- ----------------

Other comprehensive income:
   Unrealized gains (losses) on securities:
     Net change in unrealized holding gains (losses), net of tax           (150,423)         (11,251)          28,367
     Reclassification adjustment for realized gains
       included in net income, net of tax                                   (32,454)          (5,010)          (4,601)
     Effect on DPAC of unrealized gains and
       losses on fixed maturities, net of tax                                82,098            7,236          (37,522)
     Reclassification effect on DPAC of realized gains
       and losses included in net income, net of tax                         (7,073)           3,075            5,976
   Net change in pension liability, net of tax                                 (467)            (963)               -
                                                                   ---------------- ---------------- ----------------

Total other comprehensive income (loss)                                    (108,319)          (6,913)          (7,780)
                                                                   ---------------- ---------------- ----------------

Comprehensive income (loss)                                               $ (57,087)        $ 55,845         $ 79,206
                                                                   ================ ================ ================
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           71

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                 Consolidated Statements of Stockholder's Equity

                             (Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                              YEAR ENDED DECEMBER 31
                                                                     1999               1998              1997
                                                              ================== ================= ==================

<S>                                                                     <C>               <C>                <C>
Common stock:
   Balance at beginning and end of year                                 $  2,880          $  2,880           $  2,880
                                                              ================== ================= ==================

Additional paid-in capital:
   Balance at beginning of year                                         $315,722          $315,722           $302,722
   Capital contributions                                                  30,000                 -             13,000
                                                              ------------------ ----------------- ------------------
   Balance at end of year                                               $345,722          $315,722           $315,722
                                                              ================== ================= ==================

Accumulated other comprehensive income (loss):
   Net unrealized gains on investments:
     Balance at beginning of year                                       $ 44,988          $ 50,938           $ 58,718
     Unrealized gains (losses) on securities:
       Change in unrealized gains (losses),
         net of tax                                                     (182,877)          (16,261)            23,766
       Effect on DPAC of unrealized gains and
         losses on fixed maturities, net of tax                           75,025            10,311            (31,546)
                                                              ------------------ ----------------- ------------------
     Balance at end of year                                              (62,864)           44,988             50,938

   Accumulated net pension liability:
     Balance at beginning of year                                           (963)                -                  -
     Net change in pension liability, net of tax                            (467)             (963)                 -
                                                              ------------------ ----------------- ------------------
     Balance at end of year                                               (1,430)             (963)                 -
                                                              ------------------ ----------------- ------------------

Total accumulated other comprehensive
   income (loss)                                                        $(64,294)         $ 44,025           $ 50,938
                                                              ================== ================= ==================

Retained earnings:
   Balance at beginning of year                                         $563,553          $500,795           $413,809
   Net income                                                             51,232            62,758             86,986
                                                              ------------------ ----------------- ------------------
   Balance at end of year                                               $614,785          $563,553           $500,795
                                                              ================== ================= ==================

Total stockholder's equity                                              $899,093          $926,180           $870,335
                                                              ================== ================= ==================
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                            72

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                      Consolidated Statements of Cash Flows

                             (Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                             YEAR ENDED DECEMBER 31
                                                                  1999               1998                1997
                                                            ----------------- ------------------- -------------------
<S>                                                                <C>                 <C>                 <C>
OPERATING ACTIVITIES

Net income                                                         $   51,232          $   62,758          $   86,986
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Increase in future policy benefits                               624,769             874,765             995,632
     Net (increase) decrease in federal income taxes                  (69,152)             12,061             (12,317)
     Increase in accounts payable and accrued
       expenses                                                         6,088              55,361              21,033
     Increase in accrued interest on long-term debt                     5,711                 259               1,428
     Increase in accrued investment income                            (26,426)             (2,714)             (4,300)
     (Increase) decrease in reinsurance recoverable                   (12,122)             (9,518)              3,733
     Increase in prepaid reinsurance premiums                        (336,981)           (585,038)           (793,851)
     Net realized investment (gains) losses                            39,495             (10,818)            (28,645)
     Depreciation and amortization expense                              2,567               3,174               3,630
     Policy acquisition costs deferred                               (187,214)           (184,993)           (174,374)
     Amortization of deferred policy acquisition
       costs                                                           98,049             105,639             116,495
     Increase in accrual for postretirement benefits                      769                 675                 557
     Other, net                                                        51,980              (7,053)             43,538
                                                            ----------------- ------------------- -------------------
Net cash provided by operating activities                             248,765             314,558             259,545

INVESTING ACTIVITIES
Securities available-for-sale:
   Sales:
     Fixed maturities                                               2,300,734           5,015,989           2,279,598
     Equity securities                                                  2,053               2,251                 648
   Maturities--fixed maturities                                       193,664             274,463             410,632
   Purchases:
     Fixed maturities                                              (2,816,711)         (5,670,994)         (2,919,145)
     Equity securities                                                      -              (2,089)             (2,561)
Sale, maturity or repayment of investments:
   Mortgage loans on real estate                                       47,851              51,235              38,756
   Investment real estate                                               1,109                   -                   -
   Other long-term investments                                         70,790              10,678               2,002
</TABLE>


- --------------------------------------------------------------------------------
Strategic Advantage II                            73

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                Consolidated Statements of Cash Flows (continued)

                             (Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                             YEAR ENDED DECEMBER 31
                                                                  1999               1998                1997
                                                            ----------------- ------------------- -------------------
<S>                                                                 <C>                 <C>                 <C>
Investing activities (continued)
Purchase or issuance of investments:
   Mortgage loans on real estate                                    $(271,686)          $(259,945)          $(163,528)
   Investment real estate                                                   -                 (13)                (35)
   Policy loans, net                                                  (35,963)            (50,218)            (80,094)
   Other long-term investments                                        (88,661)            (14,042)             (5,248)
   Short-term investments, net                                       (186,174)             55,115             (48,447)
Additions to property and equipment                                    (1,247)             (1,418)             (2,687)
Disposals of property and equipment                                       147                  68                 145
                                                            ----------------- ------------------- -------------------
Net cash used by investing activities                                (784,094)           (588,920)           (489,964)

Financing activities
(Decrease) increase in indebtedness to related parties                 (8,406)             29,156               5,217
Cash contributions from parent                                         30,000                   -              13,000
Receipts from interest-sensitive products
   credited to policyholder account balances                          829,493             505,728             555,223
Return of policyholder account balances on
   interest-sensitive policies                                       (298,772)           (251,177)           (334,543)
                                                            ----------------- ------------------- -------------------
Net cash provided by financing activities                             552,315             283,707             238,897
                                                            ----------------- ------------------- -------------------

Net increase in cash                                                   16,986               9,345               8,478
Cash at beginning of year                                              31,644              22,299              13,821
                                                            ----------------- ------------------- -------------------
Cash at end of year                                                 $  48,630           $  31,644           $  22,299
                                                            ================= =================== ===================
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           74

<PAGE>



           Security Life of Denver Insurance Company and Subsidiaries

                   Notes to Consolidated Financial Statements

                                December 31, 1999

1.  SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts and
operations, after intercompany eliminations, of Security Life of Denver
Insurance Company (Security Life) and its wholly owned subsidiaries: Midwestern
United Life Insurance Company (Midwestern United); First ING Life Insurance
Company of New York (First ING); First Secured Mortgage Deposit Corporation;
Tailored Investment Notes Trust 1999-1 (Trust); and ING America Equities, Inc.

NATURE OF OPERATIONS

Security Life of Denver Insurance Company and its subsidiaries (the Company) is
a wholly owned subsidiary of ING America Insurance Holdings, Inc. (ING America).
The Company focuses on three markets, the advanced market, reinsurance to other
insurers, and the investment products market. The life insurance products
offered for the advanced market include wealth transfer and estate planning,
executive benefits, charitable giving and corporate owned life insurance. These
products include traditional life, interest-sensitive life, universal life and
variable life. Operations are conducted almost entirely on the general agency
basis and the Company is presently licensed in all states (approved for
reinsurance only in New York), the District of Columbia and the Virgin Islands.
In the reinsurance market, the Company offers financial security to clients
through a mix of total risk management and traditional life insurance services.
In the investment products market, the Company offers guaranteed investment
contracts, funding agreements and Trust notes to institutional buyers.

The significant accounting policies followed by the Company that materially
affect the financial statements are summarized below:

BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
(U.S. GAAP) which, as to the insurance companies included in the consolidation,
differ from statutory accounting practices prescribed or permitted by state
insurance regulatory authorities.

The preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

- --------------------------------------------------------------------------------
Strategic Advantage II                           75

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ACCOUNTING CHANGES

During 1998, the Company adopted FASB Statement No. 132, Employers' Disclosures
about Pensions and Other Postretirement Benefits, which standardizes the
disclosure requirements for pension and other postretirement benefits. This
Statement is effective for years beginning after December 15, 1997, with the
restatement of disclosures for prior periods provided for comparative purposes,
unless prior period information is not readily available.

During 1998, the Company adopted FASB Statement No. 130, Reporting Comprehensive
Income, which requires an entity to divide comprehensive income into net income
and other comprehensive income in the period recognized. This Statement is
effective for fiscal years beginning after December 15, 1997, with the
restatement of prior period disclosures for comparative purposes. As a result of
implementing this Statement, the Company has classified items of other
comprehensive income by their nature in the statements of comprehensive income
and the accumulated balance of other comprehensive income in the equity section
of the balance sheet. This Statement affects the presentation of the financial
statements, with no effect on the valuation of total stockholder's equity.

During 1999, the Company adopted Statement of Position 97-3, Accounting by
Insurance and Other Enterprises for Insurance-Related Assessments. This
Statement is effective for fiscal years beginning after December 31, 1998 and
requires a liability to be recognized for the future guaranty fund assessments
based on estimates of insurance company insolvencies provided by the National
Organization of Life and Health Insurance Guaranty Associations (NOLHGA) and
premiums written in each state. The Statement also requires that when it is
probable a paid or accrued assessment will result in an amount that is
recoverable from premium tax offsets or policy surcharges, an asset be
recognized at the time the liability is recorded. Additional disclosures are
also required, including the amount of the liability, the amount of the related
asset for premium tax offsets or policy surcharges, the periods over which the
assessments are expected to be paid, and the period over which the recorded
premium tax offsets or policy surcharges are expected to be realized. Prior
period financial statements presented for comparative purposes are not restated.
The adoption of this Statement had no effect on the valuation of total
stockholder's equity.


- --------------------------------------------------------------------------------
Strategic Advantage II                            76

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PENDING ACCOUNTING STANDARDS

During 1998, the FASB issued Statement No. 133, Accounting for Derivative
Financial Instruments and Hedging Activities, which establishes a new model for
accounting and reporting for derivatives and hedging activities. Statement 133
requires all derivatives to be recognized on the balance sheet and measured at
fair value. Based on the type of hedging relationship (fair value, cash flow, or
foreign currency), Statement 133 requires the recognition of offsetting changes
in value or cash flows of both the derivative and the hedged item in earnings in
the same period. Changes in the fair value of derivatives that are not
designated as hedges or that do not meet the hedge accounting criteria in
Statement 133 are included in earnings in the period of change. During 1999, the
FASB issued Statement 137 which delays the implementation of Statement 133 to
years beginning after June 15, 2000. Upon the initial application of Statement
133, all derivatives are required to be recognized in the balance sheet as
either assets or liabilities and measured at fair value. The Company plans to
adopt this Statement during 2001, and the effect of implementation on the
Company's financial statements has not yet been determined.

INVESTMENTS

Investments are presented on the following bases:

         The carrying value of fixed maturities depends on the classification of
         the security: securities held-to-maturity, securities
         available-for-sale, and trading securities. Management determines the
         appropriate classification of debt securities at the time of purchase.

         The Company does not hold any securities classified as held-to-maturity
         or trading securities.

         Debt securities and marketable equity securities are classified as
         available-for-sale. Available-for-sale securities are stated at fair
         value, with the unrealized gains and losses, and deferred policy
         acquisition cost adjustments, reported net of tax as a component of
         other comprehensive income in stockholder's equity.



- --------------------------------------------------------------------------------
Strategic Advantage II                            77

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         The amortized cost of debt securities is adjusted for amortization of
         premiums and accretion of discounts to maturity, or in the case of
         mortgage-backed securities, over the estimated life of the security.
         Such amortization is included in interest income from investments.
         Interest and dividends are included in net investment income as earned.

         Mortgage loans are carried at the unpaid balances less an allowance for
         credit losses. Investment real estate is carried at cost, less
         accumulated depreciation. Policy loans are carried at unpaid balances.
         Derivatives hedging fixed maturity assets are reported on the balance
         sheet at market value with fixed maturity securities. Derivatives
         hedging liabilities are reported on the balance sheet at amortized cost
         with other investments.

         Realized gains and losses, and declines in value judged to be
         other-than-temporary are included in net realized gains on investments.
         The cost of securities sold is based on the specific identification
         method.

RECOGNITION OF PREMIUM REVENUES

Premiums for traditional life insurance products, which include those products
with fixed and guaranteed premiums and benefits and consist principally of whole
life insurance policies, are recognized as revenue when due. Revenues for
universal life insurance policies and for investment products consist of policy
charges for the cost of insurance, policy administration charges, and surrender
charges assessed against policyholder account balances during the year.

DEFERRED POLICY ACQUISITION COSTS

Commissions, reinsurance allowances, and other costs of acquiring traditional
life insurance, including reinsurance assumed, universal life insurance
(including interest-sensitive products) and investment products that vary with
and are primarily related to the production of new and renewal business, have
been deferred. Traditional life insurance acquisition costs are being amortized
using assumptions consistent with those used in computing policy benefit
reserves. The period of amortization is normally over the premium-paying period.
In the case of policies with no first-year premium, the period of amortization
includes the first year, in addition to the premium-paying period. For universal
life insurance and investment products, acquisition costs are being amortized
generally in proportion to the present value (using the assumed crediting rate)
of expected gross margins from surrender charges, investments, mortality, and
expenses. This amortization is adjusted retrospectively when estimates of
current or future gross margins to be realized from a group of products are
revised.

- --------------------------------------------------------------------------------
Strategic Advantage II                           78

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Deferred policy acquisition costs are adjusted to reflect changes that would
have been necessary if unrealized investment gains and losses related to
available-for-sale securities had been realized. The Company has reflected those
adjustments in the asset balance with the offset as a direct adjustment to
accumulated other comprehensive income in stockholder's equity.

FUTURE POLICY BENEFITS

Benefit reserves for traditional life insurance products (other than reinsurance
assumed) are computed using a net level premium method including assumptions as
to investment yields, mortality, withdrawals and other assumptions based on
Company and industry experience. These assumptions include provisions for
adverse deviation and are modified as necessary to reflect anticipated trends.
Reserve interest assumptions are those deemed appropriate at the time of policy
issue, and range from 3% to 7.5%. Policy benefit claims are charged to expense
in the year that the claims are incurred.

Benefit reserves for reinsurance assumed are computed using pricing assumptions
with provisions for adverse deviation. Benefits for level-term reinsurance
assumed are computed to recognize profits in proportion with revenue. Benefit
reserves for all other reinsurance assumed are computed to recognize profits in
proportion to the coverage provided.

Benefit reserves for universal life-type policies (including fixed premium
interest-sensitive products) and investment products are computed under a
retrospective deposit method and represent policy account balances before
applicable surrender charges. Policy benefits and claims that are charged to
expense include benefit claims incurred during the year in excess of related
policy account balances. Interest crediting rates for universal life and
investment products range from 3.51% to 7.61% during 1999, 3.80% to 7.81% during
1998, and 4.60% to 7.81% during 1997.

Included in life and annuity reserves is an unearned revenue reserve that
reflects the unamortized balance of excess heaped expense loads over ultimate
renewal expense loads on universal life and investment products. These excess
fees have been deferred and are being recognized in income over the periods
benefited, using the same assumptions and factors used to amortize deferred
policy acquisition costs.


- --------------------------------------------------------------------------------
Strategic Advantage II                            79

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

POLICY AND CONTRACT CLAIMS

The liabilities for unpaid claims include estimates of amounts due on reported
claims and claims that have been incurred but were not reported as of December
31. Such estimates are based on actuarial projections applied to historical
claim payment data and are considered reasonable and adequate to discharge the
Company's obligations for claims incurred but unpaid as of December 31.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost less accumulated depreciation.
Impairment losses are recorded when indicators of impairment are present and the
estimated undiscounted cash flows are less than the assets' carrying value.
Depreciation for major classes of assets is calculated on a straight-line basis.

PARTICIPATING INSURANCE

The Company accrues a liability for earnings on participating policies that
cannot inure to the benefit of the Company's stockholder. The liability is
determined based on earnings on participating policies in excess of 10% of
profits on participating business before payment of policyholder dividends. The
liability for these undistributed earnings was $5,497,000 and $5,816,000 at
December 31, 1999 and 1998, respectively. Participating business approximates
 .2% of the Company's ordinary life insurance in force and 1.5% of premium
income. Earnings for participating insurance are based on the actual earnings of
the participation block of policies. Expenses and taxes are allocated based on
the amount of participating insurance in force. Investment income is allocated
based on the yield of the participating investment portfolio. The amount of
dividends to be paid is determined annually by the Board of Directors. Amounts
allocable to participating policyholders are based on published dividend
projections or expected dividend scales. Dividends of $3,424,000, $3,233,000,
and $3,377,000 were incurred in 1999, 1998, and 1997, respectively.

FEDERAL INCOME TAXES

Deferred federal income taxes have been provided or credited to reflect
significant temporary differences between income reported for tax and financial
reporting purposes using reasonable assumptions.

- --------------------------------------------------------------------------------
Strategic Advantage II                            80

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CASH FLOW INFORMATION

Cash includes cash on hand and demand deposits. Included as a component of
operating activities is interest paid of $2,672,000, $10,121,000, and
$10,110,000 for 1999, 1998, and 1997, respectively.

GUARANTY FUND ASSESSMENTS

Insurance companies are assessed the costs of funding the insolvencies of other
insurance companies by the various state guaranty associations, generally based
on the amount of premium companies collect in that state. The Company accrues
the cost of future guaranty fund assessments based on estimates of insurance
company insolvencies provided by the National Organization of Life and Health
Insurance Guaranty Associations (NOLHGA) and the amount of premiums written in
each state. The guaranty fund assessment liability at December 31, 1999 and 1998
was $17,644,000 and $13,338,000, respectively. The assessment is expected to be
paid over the next five or more years. The related premium tax credit offsets
are $15,339,000 and $11,891,000 at December 31, 1999 and 1998, respectively. The
premium tax credit offsets are expected to be realized over the next five years.

RECLASSIFICATIONS

Certain amounts in the 1997 financial statements have been reclassified to
conform to the 1999 and 1998 presentation.











- --------------------------------------------------------------------------------
Strategic Advantage II                            81

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



2. INVESTMENTS

The amortized cost and fair value of investments in fixed maturities and equity
securities are as follows at December 31, 1999 and 1998:


<TABLE>
<CAPTION>
                                                                        DECEMBER 31, 1999
                                              ------------------------------------------------------------------------
                                                      Cost or            Gross              Gross
                                                      amortized         unrealized        unrealized           Fair
                                                        cost              gains             losses             value
                                              ----------------- ------------------ ----------------- -----------------
                                                                      (Dollars in thousands)


<S>                                                  <C>                   <C>              <C>             <C>
Available-for-sale:
   U.S. Treasury securities and obligations
       of U.S. government corporations and
       agencies                                      $   98,354            $    42          $  7,795        $   90,601
   States, municipalities and political
       subdivisions                                      21,412                  -             4,408            17,004
   Public utilities securities                          276,742                272            19,532           257,482
   Debt securities issued by foreign
       governments                                          452                  -                 -               452
   Corporate securities                               1,431,446              4,131            77,293         1,358,284
   Mortgage-backed securities                         1,075,807             24,064            56,493         1,043,378
   Other asset-backed securities                        745,231              7,626            33,635           719,222
   Redeemable preferred stocks                                -                  -                 -                 -
   Derivatives hedging fixed maturities
       (Note 3)                                              41                475                 -               516
                                              ----------------- ------------------ ----------------- -----------------
   Total fixed maturities                             3,649,485             36,610           199,156         3,486,939

   Preferred stocks (nonredeemable)                       2,651                329                24             2,956
   Common stocks                                          2,510              2,573                95             4,988
                                              ----------------- ------------------ ----------------- -----------------
   Total equity securities                                5,161              2,902               119             7,944
                                              ----------------- ------------------ ----------------- -----------------
Total                                                $3,654,646            $39,512          $199,275        $3,494,883
                                              ================= ================== ================= =================
</TABLE>


- --------------------------------------------------------------------------------
Strategic Advantage II                            82

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



2. INVESTMENTS (CONTINUED)


<TABLE>
<CAPTION>
                                                                        DECEMBER 31, 1998
                                              ---------------------------------------------------------------------
                                                   Cost or            Gross              Gross
                                                  amortized         unrealized        unrealized           Fair
                                                    cost              gains             losses             value
                                              ----------------- ------------------ ----------------- -----------------
                                                                      (Dollars in thousands)


<S>                                                  <C>                  <C>                <C>            <C>
Available-for-sale:
   U.S. Treasury securities and obligations
       of U.S. government corporations and
       agencies                                      $  166,611           $  3,829           $   589        $  169,851
   States, municipalities and political
       subdivisions                                      23,368                959             1,803            22,524
   Public utilities securities                          172,968              4,885               904           176,949
   Debt securities issued by foreign
       governments                                          952                  -                 -               952
   Corporate securities                               1,251,462             46,292            23,512         1,274,242
   Mortgage-backed securities                         1,132,058             75,159             6,922         1,200,295
   Other asset-backed securities                        635,539             19,968             3,578           651,929
   Redeemable preferred stocks                              312                 42                 -               354
   Derivatives hedging fixed maturities
       (Note 3)                                             312              6,434               312             6,434
                                              ----------------- ------------------ ----------------- -----------------
   Total fixed maturities                             3,383,582            157,568            37,620         3,503,530

   Preferred stocks (nonredeemable)                       4,251                  6                52             4,205
   Common stocks                                          2,510              1,780                95             4,195
                                              ----------------- ------------------ ----------------- -----------------
   Total equity securities                                6,761              1,786               147             8,400
                                              ----------------- ------------------ ----------------- -----------------
Total                                                $3,390,343           $159,354           $37,767        $3,511,930
                                              ================= ================== ================= =================
</TABLE>







- --------------------------------------------------------------------------------
Strategic Advantage II                            83

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



2. INVESTMENTS (CONTINUED)

The amortized cost and fair value of investments in fixed maturities at December
31, 1999, by contractual maturity, are shown in the following table (in
thousands). Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.


                                               AMORTIZED
                                                  COST              FAIR VALUE
                                            --------------- --------------------

Available for sale:
   Due in one year or less                    $       9,637        $       9,174
   Due after one year through five years            247,473              245,401
   Due after five years through ten years           749,169              716,715
   Due after ten years                              822,127              752,532
                                            --------------- --------------------
                                                  1,828,406            1,723,822

Mortgage-backed securities                        1,075,807            1,043,379
Other asset-backed securities                       745,231              719,222
Derivatives                                              41                  516
                                            --------------- --------------------
Total available-for-sale                         $3,649,485           $3,486,939
                                            =============== ====================

Changes in unrealized gains (losses) on investments in available-for-sale
securities for the years ended December 31, 1999, 1998 and 1997 are summarized
as follows (in thousands):


<TABLE>
<CAPTION>
                                                                      DECEMBER 31, 1999
                                                 --------------------------------------------------------------
                                                            Fixed                Equity               Total
                                                 -------------------- -------------------- --------------------

<S>                                                         <C>                     <C>               <C>
Gross unrealized gains                                      $  36,610               $2,902            $  39,512
Gross unrealized (losses)                                    (199,156)                (119)            (199,275)
                                                 -------------------- -------------------- --------------------
Net unrealized gains (losses)                                (162,546)               2,783             (159,763)
Deferred income tax                                            56,891                 (974)              55,917
                                                 -------------------- -------------------- --------------------
Net unrealized gains (losses) after taxes                    (105,655)               1,809             (103,846)
Less:
   Balance at beginning of year                                77,966                1,065               79,031
                                                 -------------------- -------------------- --------------------
Change in net unrealized gains
   (losses)                                                 $(183,621)              $  744            $(182,877)
                                                 ==================== ==================== ====================
</TABLE>


- --------------------------------------------------------------------------------
Strategic Advantage II                            84

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



2. INVESTMENTS (CONTINUED)



                                                     DECEMBER 31, 1998
                                       ----------------------------------------
                                          Fixed          Equity         Total
                                       ---------- -------------- --------------

Gross unrealized gains                   $157,568         $1,786       $159,354
Gross unrealized (losses)                 (37,620)          (147)       (37,767)
                                       ---------- -------------- --------------
Net unrealized gains                      119,948          1,639        121,587
Deferred income tax                       (41,982)          (574)       (42,556)
                                       ---------- -------------- --------------
Net unrealized gains after taxes           77,966          1,065         79,031
Less:
   Balance at beginning of year            94,470            822         95,292
                                       ---------- -------------- --------------
Change in net unrealized gains
   (losses)                             $ (16,504)       $   243      $ (16,261)
                                       ========== ============== ==============


                                                     DECEMBER 31, 1997
                                       ----------------------------------------
                                         Fixed           Equity        Total
                                       ---------- -------------- --------------

Gross unrealized gains                   $161,625         $1,513       $163,138
Gross unrealized (losses)                 (16,282)          (248)       (16,530)
                                       ---------- -------------- --------------
Net unrealized gains                      145,343          1,265        146,608
Deferred income tax                       (50,873)          (443)       (51,316)
                                       ---------- -------------- --------------
Net unrealized gains after taxes           94,470            822         95,292
Less:
   Balance at beginning of year            71,237            289         71,526
                                       ---------- -------------- --------------
Change in net unrealized gains
   (losses)                              $ 23,233        $   533      $  23,766
                                       ========== ============== ==============


As part of its overall investment management strategy, the Company has entered
into agreements to purchase $140,600,000 in mortgage loans as of December 31,
1999. These agreements were settled during 2000. The Company had no agreements
to sell securities at December 31, 1999.


- --------------------------------------------------------------------------------
Strategic Advantage II                            85

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



2. INVESTMENTS (CONTINUED)

Major categories of investment income for the years ended December 31 are
summarized as follows (in thousands):


                                         1999           1998            1997
                                   ------------ -------------- ---------------
Fixed maturities                       $288,694       $278,227        $259,936
Mortgage loans on real estate            66,687         47,567          40,908
Policy loans                             60,284         58,016          56,087
Other investments                         2,068          2,911           3,159
                                   ------------ -------------- ---------------
                                        417,733        386,721         360,090
Investment expenses                     (23,566)       (24,725)        (19,192)
                                   ------------ -------------- ---------------
Net investment income                  $394,167       $361,996        $340,898
                                   ============ ============== ===============

Net realized gains (losses) on investments for the years ended December 31 are
summarized as follows (in thousands):


                                         1999           1998            1997
                                   ------------ -------------- ---------------
Fixed maturities                       $(41,679)      $  9,691         $27,717
Equity securities                           142            168             (57)
Real estate and other                     2,042            959             985
                                   ------------ -------------- ---------------
Net realized gains (losses) on
   investments                         $(39,495)       $10,818         $28,645
                                   ============ ============== ===============

During 1999, 1998 and 1997, fixed maturities and marketable equity securities
available-for-sale were sold with fair values at the date of sale of
$2,300,481,000, $5,018,240,000 and $2,281,886,000, respectively. Gross gains of
$20,117,000, $44,314,000 and $41,017,000 and gross losses of $61,654,000,
$34,455,000 and $13,357,000 were realized on those sales in 1999, 1998 and 1997,
respectively.

At December 31, 1999 and 1998, bonds with an amortized cost of $28,755,000 and
$29,081,000, respectively, were on deposit with various state insurance
departments to meet regulatory requirements.



- --------------------------------------------------------------------------------
Strategic Advantage II                            86

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



3. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING

The Company enters into interest rate and currency contracts, including swaps,
caps, floors, and options, to reduce and manage risks, which include the risk of
a change in the value, yield, price, cash flows, exchange rates or quantity of,
or a degree of exposure with respect to, assets, liabilities, or future cash
flows which the Company has acquired or incurred. Hedge accounting practices are
supported by cash flow matching, scenario testing and duration matching.

Interest rate swap agreements generally involve the exchange of fixed and
floating interest payments over the life of the agreement without an exchange of
the underlying principal amount. Currency swap agreements generally involve the
exchange of local and foreign currency payments over the life of the agreements
without an exchange of the underlying principal amount. Interest rate cap and
interest rate floor agreements owned entitle the Company to receive payments to
the extent reference interest rates exceed or fall below strike levels in the
contracts based on the notional amounts.

Premiums paid for the purchase of interest rate contracts are included in other
assets and are being amortized to interest expense over the remaining terms of
the contracts or in a manner consistent with the financial instruments being
hedged. Amounts paid or received, if any, from such contracts are included in
interest expense or income. Accrued amounts payable to or receivable from
counterparties are included in other liabilities or assets.

Gains and losses as a result of early terminations of interest rate contracts
are amortized to investment income over the remaining term of the items being
hedged to the extent the hedge is considered to be effective; otherwise, they
are recognized upon termination.

Interest rate contracts that are matched or otherwise designated to be
associated with other financial instruments are recorded at fair value if the
related financial instruments mature, are sold, or are otherwise terminated or
if the interest rate contracts cease to be effective hedges.

The Company manages the potential credit exposure from interest rate contracts
through careful evaluation of the counterparties' credit standing, collateral
agreements, and master netting agreements.

The Company is exposed to credit loss in the event of nonperformance by
counterparties on interest rate contracts; however, the Company does not
anticipate nonperformance by any of these counterparties. The amount of such
exposure is generally the unrealized gains in such contacts.


- --------------------------------------------------------------------------------
Strategic Advantage II                            87

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



3. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
(CONTINUED)

The table below summarizes the Company's interest rate contracts at December 31,
1999 and 1998 (in thousands):


                                                      DECEMBER 31, 1999
                                 ----------------------------------------------
                                 Notional    Amortized       Fair      Balance
                                  amount       cost         value       sheet
                                 ---------- ----------  ----------- -----------


Interest rate contracts:
   Swaps                         $1,340,582    $  (125)     $19,014     $   311
   Swaps--affiliates              1,034,535        125      (18,869)        125
                                 ---------- ----------  ----------- -----------
Total swaps                       2,375,117          -          145         436

   Caps owned                        50,525         80           17          40
   Caps owned--affiliates            20,525        (39)         (17)        (40)
                                 ---------- ----------  ----------- -----------
Total caps owned                     71,050         41            -           -

   Floors owned                      90,500        252          172         332
   Floors owned--affiliates               -          -            -           -
                                 ---------- ----------  ----------- -----------
Total floors owned                   90,500        252          172         332

   Options owned                    302,000      4,000        7,118       4,000
   Options owned--affiliates        277,000     (3,210)      (6,198)     (3,210)
                                 ---------- ----------  ----------- -----------
Total options owned                 579,000        790          920         790
                                 ---------- ----------  ----------- -----------

   Forwards owned                   152,300          -           37           -
   Forwards owned--affiliates       144,300          -          (32)          -
                                 ---------- ----------  ----------- -----------
Total forwards owned                296,600          -            5           -
                                 ---------- ----------  ----------- -----------

Total derivatives                $3,412,267     $1,083     $  1,242      $1,558
                                 ========== ==========  =========== ===========



- --------------------------------------------------------------------------------
Strategic Advantage II                            88

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



3. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
(CONTINUED)


                                                DECEMBER 31, 1998
                                  ---------------------------------------------
                                    Notional   Amortized      Fair      Balance
                                     amount      cost        value       sheet
                                  ------------ ---------  ---------- ----------


Interest rate contracts:
   Swaps                           $   767,873   $  (155)    $(2,952)   $(2,952)
   Swaps--affiliates                   734,176       155       5,440      5,440
                                  ------------ ---------  ---------- ----------
Total swaps                          1,502,049         -       2,488      2,488

   Caps owned                          560,000       312          11         11
   Caps owned--affiliates                    -         -           -          -
                                  ------------ ---------  ---------- ----------
Total caps owned                       560,000       312          11         11

   Floors owned                        422,485       (72)      3,768      3,768
   Floors owned--affiliates              8,485        72         167        167
                                  ------------ ---------  ---------- ----------
Total floors owned                     430,970         -       3,935      3,935

   Options owned                       418,300     5,268       2,664      2,664
   Options owned--affiliates           418,300    (5,268)     (2,664)    (2,664)
                                  ------------ ---------  ---------- ----------
Total options owned                    836,600         -           -          -
                                  ------------ ---------  ---------- ----------

   Forwards owned                            -         -           -          -
   Forwards owned--affiliates                -         -           -          -
                                  ------------ ---------  ---------- ----------
Total forwards owned                         -         -           -          -
                                  ------------ ---------  ---------- ----------

Total derivatives                   $3,329,619   $   312     $ 6,434    $ 6,434
                                  ============ =========  ========== ==========

4. CONCENTRATIONS OF CREDIT RISK

At December 31, 1999, the Company held less-than-investment-grade bonds
classified as available-for-sale with a carrying value and market value of
$319,122,000. These holdings amounted to 9.1% of the Company's investments in
fixed maturity securities and 2.8% of total assets. The holdings of
less-than-investment-grade bonds are widely diversified and of satisfactory
quality based on the Company's investment policies and credit standards.

At December 31, 1999, the Company's mortgages involved a concentration of
properties located in Florida (15.2%), Texas (9.9%), and Georgia (6.2%). The
remaining mortgages relate to properties located in 36 other states. The
portfolio is well diversified, covering many different types of income-producing
properties on which the Company has first mortgage liens. The maximum mortgage
outstanding on any individual property is $24,076,000.


- --------------------------------------------------------------------------------
Strategic Advantage II                            89

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



5. EMPLOYEE BENEFIT PLANS

PENSION PLANS AND POSTRETIREMENT BENEFITS

The Company has a qualified noncontributory defined benefit retirement plan
covering substantially all employees. In addition, the Company maintains a
non-qualified unfunded Supplemental Employees' Retirement Plan (SERP). In
addition to providing pension plans, the Company provides certain health care
and life insurance benefits for retired employees.

The funded status and the amounts recognized in the balance sheets for the
defined benefit plans and other postretirement benefit plans are as follows (in
thousands):


<TABLE>
<CAPTION>
                                                                         DECEMBER 31
                                                       1999                                             1998
                                      ------------------------------------------      ------------------------------------------
                                        Qualified                     Post-             Qualified                     Post-
                                          plan          SERP        retirement            plan          SERP        retirement
                                      ------------- ------------- --------------      -------------  -----------  --------------

<S>                                        <C>           <C>            <C>                <C>           <C>            <C>
Projected benefit obligation               $(36,352)     $(11,803)      $ (6,256)          $(38,685)     $(8,320)       $ (8,949)
Less plan assets at fair value               50,495             -              -             47,230            -               -
                                      ------------- ------------- --------------      -------------  -----------  --------------
Plan assets in excess (deficient)
   of projected benefit obligation         $ 14,143      $(11,803)      $ (6,256)          $  8,545      $(8,320)       $ (8,949)
                                      ============= ============= ==============      =============  ===========  ==============

Net asset (liability)                      $  1,200      $ (6,501)      $(12,813)          $  1,240      $(4,918)       $(12,044)
                                      ============= ============= ==============      =============  ===========  ==============
</TABLE>

As of December 31, 1999 and 1998, the Company recognized an additional minimum
net liability on the SERP of $2,200,000 and $1,482,000, respectively, as this
plan is unfunded and the actuarial present value of accumulated benefit
obligation exceeds the net pension liability. Prior to 1998, the change in the
additional minimum net liability was reported in net income. Beginning in 1998,
the change in the additional minimum net liability is recorded net of tax as a
component of other comprehensive income directly in stockholder's equity.

- --------------------------------------------------------------------------------
Strategic Advantage II                            90

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



5. EMPLOYEE BENEFIT PLANS (CONTINUED)

The net periodic pension cost, employer contributions, plan participant
contributions, and benefits paid for the defined benefit plans are as follows
(in thousands):


<TABLE>
<CAPTION>
                                     1999                              1998                              1997
                         -------------------------------- --------------------------------- ---------------------------------
                         Qualified              Post-       Qualified              Post-       Qualified              Post-
                            plan      SERP    retirement       plan      SERP    retirement       plan      SERP   retirement
                         ---------- -------- ------------ ------------ -------- ----------- ------------- -------- -----------

<S>                          <C>      <C>          <C>            <C>    <C>            <C>          <C>    <C>           <C>
Net periodic pension
   expense                   $   40   $1,971       $1,236         $ 82   $1,109         $893         $607   $1,502        $755
Employer contributions            -      387          467            -      325          218            -      317         198
Plan participants'
   contributions                  -        -           94            -        -           77            -        -          71
Benefits paid                 1,238      387          561          890      325          296          811      317         268
</TABLE>

Assumptions used in accounting for the defined benefit plans as of December 31,
1999, 1998, and 1997 were as follows:


                                                1999        1998        1997
                                               -------- ----------- ------------
Weighted-average discount rate                  8.00%      6.75%       7.25%
Rate of increase in compensation level          5.00%      4.00%       4.25%
Expected long-term rate of return on assets     9.25%      9.50%       9.50%

Plan assets of the defined benefit plans at December 31, 1999 are invested
primarily in U.S. government securities, corporate bonds, mutual funds, mortgage
loans, money market funds and common stock. Certain of the Qualified Plan's
investments are held in the ING-NA Master Trust, which was established in 1998
for the investment of assets of the Plan and several other ING-NA-sponsored
retirement plans.

The annual assumed rate of increase in the per capita cost of covered benefits
(i.e., health care cost trend rate) for the medical plan is 9.5% graded to 5.5%
over eight years. The health care cost trend rate assumption has a significant
effect on the amounts reported. For example, increasing the assumed health care
cost trend rates by one percentage point in each year would increase the
accumulated postretirement benefit obligation for the medical plan as of
December 31, 1999 by $1,217,000 and the aggregate of the service and interest
cost components of net periodic postretirement benefit cost for 1999 by
$235,000. Decreasing the assumed health care cost trend rates by one percentage
point in each year would increase the accumulated postretirement benefit
obligation for the medical plan as of December 31, 1999 by $(981,000)

- --------------------------------------------------------------------------------
Strategic Advantage II                            91

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



5. EMPLOYEE BENEFIT PLANS (CONTINUED)

and the aggregate of the service and interest cost components of net periodic
postretirement benefit cost for 1999 by $(185,000).

The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 8.00% at December 31, 1999, 6.75% at
December 31, 1998 and 7.50% at December 31, 1997.

Effective January 1, 2000, the Postretirement Benefit Plan was amended, causing
the Company's current year projected benefit obligation to decrease.

401(K) PLAN

The Security Life of Denver Insurance Company Savings Incentive Plan (the
Savings Plan) is a defined contribution plan which is available to substantially
all home office employees. Participants may make contributions to the plan
through salary reductions up to a maximum of $10,000 for both 1999 and 1998, and
$9,500 for 1997. Such contributions are not currently taxable to the
participants. The Company matches 100% of the first 3% of participants'
contributions, plus 50% of contributions which exceed 3% of participants'
compensation, subject to a maximum matching percentage of 4 1/2% of the
individual's salary. Company matching contributions were $1,423,000 for 1999,
$1,343,000 for 1998, and $1,211,000 for 1997.

Plan assets of the Savings Plan at December 31, 1999 are invested in a group
deposit administration contract (the Contract) with the Company, various stock
funds maintained by the Principal Financial Group, and loans to participants.
The Contract is a policyholder liability of the Company and had a balance of
$28.7 million and $27.8 million at December 31, 1999 and 1998, respectively.
Effective January 1, 2000, the Plan was merged into the ING Savings Plan, a
defined contribution plan sponsored by the Company's parent.

6. SEPARATE ACCOUNTS

Separate account assets and liabilities represent funds segregated by the
Company for the benefit of certain policy and contract holders who bear the
investment risk. Revenues and expenses on the separate account assets and
related liabilities equal the benefits paid to the separate account policy and
contract holders, and are excluded from the amounts reported in the consolidated
statements of income except for benefits paid in excess of policyholder account
values and fees charged for surrender, administration services and mortality
risk.


- --------------------------------------------------------------------------------
Strategic Advantage II                            92

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



7. LEASES

In 1997, the Company terminated a significant operating lease agreement relating
to electronic data processing equipment due to outsourcing of computer
operations. The Company incurred $4,819,000 in lease expense in 1997 related to
that agreement prior to termination. The Company does not have any other
significant lease obligations. Total rental expense for all equipment leases was
approximately $0 for the years ended December 31, 1999 and 1998, and $4,993,000
for the year ended December 31, 1997.

8. REINSURANCE

The Company is involved in both ceded and assumed reinsurance with other
companies for the purpose of diversifying risk and limiting exposure on larger
risks. As of December 31, 1999, the Company's retention limit for acceptance of
risk on life insurance policies had been set at various levels up to $3,000,000.
Reinsurance premiums, commissions, and expense reimbursements related to
reinsured business are accounted for on bases consistent with those used in
accounting for the original policies issued and the terms of the reinsurance
contracts. Reserves are based on the terms of the reinsurance contracts, and are
consistent with the risks assumed.

To the extent that the assuming companies become unable to meet their
obligations under these treaties, the Company remains contingently liable to its
policyholders for the portion retroceded. Consequently, allowances are
established for amounts deemed uncollectible. To minimize its exposure to
significant losses from retrocessionaire insolvencies, the Company evaluates the
financial condition of the retrocessionaire and monitors concentrations of
credit risk. The use of reinsurance pools with more than 30 retrocessionaires
from 10 different countries also minimizes the Company's exposure to significant
losses from retrocessionaire insolvencies.

The Company assumes and cedes, on a coinsurance basis, guaranteed investment
contracts (GICs) to and from affiliates under common ownership. As of December
31, 1999, $3.3 billion of an affiliate's invested assets were held in trust
pursuant to these agreements.



- --------------------------------------------------------------------------------
Strategic Advantage II                            93

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



8. REINSURANCE (CONTINUED)

These GIC transactions are summarized as follows (in thousands):


<TABLE>
<CAPTION>
                                                                    1999                           1998
                                                       ------------------------------ -------------------------------
                                                                           Policy                           Policy
                                                          Deposits       liabilities      Deposits       liabilities
                                                      ---------------- --------------- --------------- ----------------

<S>                                                         <C>             <C>             <C>              <C>
Direct (nonaffiliated)                                      $1,805,434      $3,787,729      $2,773,952       $3,112,460
Assumed from affiliate:
   Life Insurance Company of Georgia                                 -          97,490               -           97,552
                                                      ---------------- --------------- --------------- ----------------
                                                             1,805,434       3,885,219       2,773,952        3,210,012
Ceded to affiliates:
   Columbine Life Insurance Company                           (129,768)              -      (2,547,743)      (2,696,409)
   Life Insurance Company of Georgia                          (683,100)       (663,325)       (225,083)        (512,477)
   First Columbine Life Insurance Company                     (650,300)     (2,888,079)         (1,126)          (1,126)
                                                      ---------------- --------------- --------------- ----------------
Net                                                         $  342,266      $  333,815      $        -       $        -
                                                      ================ =============== =============== ================
</TABLE>

Ceded GIC policy liabilities totaling $3,551 and $3,210 million as of December
31, 1999 and 1998, respectively, are classified as part of prepaid reinsurance
premiums.

During 1999 and 1998, the Company had ceded blocks of insurance under
reinsurance treaties to provide funds for financial and other purposes. These
reinsurance transactions, generally known as "financial reinsurance," represent
financial arrangements and, in accordance with U.S. GAAP, are not reflected in
the accompanying financial statements except for the risk fees paid to or
received from reinsurers. Financial reinsurance has the effect of increasing
current statutory surplus while reducing future statutory surplus as amounts are
recaptured from reinsurers. During 1998, the Company entered into a new
financial reinsurance contract with an affiliated company.

9. INCOME TAXES

The Company files a consolidated federal income tax return with its parent and
other U.S. affiliates and subsidiaries. The affiliated companies that join in
the filing of the consolidated federal income tax return have an agreement for
the allocation of taxes between members that join in the consolidated return.
The agreement specifies that the separate return payable or the separate return
receivable of each member will be the federal income tax payable or receivable
that the member would have had for the period had it filed a separate return.


- --------------------------------------------------------------------------------
Strategic Advantage II                            94

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



9. INCOME TAXES (CONTINUED)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows (in thousands):


                                                          DECEMBER 31
                                                     1999            1998
                                                ------------- ---------------

Deferred tax liabilities:
   Deferred policy acquisition costs                $(344,540)      $(272,970)
   Unrealized gains/losses                                  -         (42,556)
                                                ------------- ---------------
Total deferred tax liabilities                       (344,540)       (315,526)

Deferred tax assets:
   Benefit reserves and surplus relief                 90,895         102,177
   Tax-basis deferred policy acquisition costs         90,508          83,836
   Investment income                                   22,201          13,712
   Unrealized gains                                    55,917               -
   Nonqualified deferred compensation                  14,181          14,667
   Postretirement employee benefits                     2,542           2,501
   Separate accounts                                   26,961          18,775
   Other, net                                          22,656          19,796
                                                ------------- ---------------
Total deferred tax assets                             325,861         255,464
                                                ------------- ---------------
Net deferred tax liabilities                        $ (18,679)      $ (60,062)
                                                ============= ===============

The components of federal income tax expense consist of the following (in
thousands):


                                                 DECEMBER 31
                                     1999             1998             1997
                                 -------------- --------------- ---------------

Current                                 $ 9,399         $24,111         $37,542
Deferred                                 16,934           9,955           9,477
                                 -------------- --------------- ---------------
Federal income tax expense              $26,333         $34,066         $47,019
                                 ============== =============== ===============

The Company's effective income tax rate did not vary significantly from the
statutory federal income tax rate.

- --------------------------------------------------------------------------------
Strategic Advantage II                            95

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



9. INCOME TAXES (CONTINUED)

The Company had net income tax payments of $28,723,000 during 1999, $18,283,000
during 1998, and $55,468,000 during 1997 for current income tax payments and
settlements of prior year returns.

The Policyholder's Surplus Account is an accumulation of certain special
deductions for income tax purposes and a portion of the "gains from operations"
which were not subject to current taxation under the Life Insurance Tax Act of
1959. At December 31, 1984, the balance in this account for tax return purposes
was approximately $70,800,000. The Tax Reform Act of 1984 provides that no
further accumulations will be made in this account. If amounts accumulated in
the Policyholder's Surplus Account exceed certain limits, or if distributions to
the stockholder exceed amounts in the Stockholder's Surplus Account, to the
extent of such excess amount or excess distributions, as determined for income
tax purposes, amounts in the Policyholder's Surplus Account would become subject
to income tax at rates in effect at that time. Should this occur, the maximum
tax which would be paid at the current tax rate is $24,780,000. The Company does
not anticipate any such action or foresee any events which would result in such
tax; accordingly, a deferred tax liability has not been established.

10. LONG-TERM DEBT

Long-term indebtedness to related parties for $100,000,000 represents the
cumulative cash draws on a $100,000,000 commitment from ING America Insurance
Holdings, Inc. through December 31, 1999. This subordinated note bears interest
at a variable rate equal to the prevailing rate for 10-year U.S. Treasury Bonds
plus 1/4% adjusted annually.

The repayment of this note requires approval of the Commissioner of Insurance of
the State of Colorado and is payable only out of surplus funds of the Company
and only at such time as the surplus of the Company, after payment is made, does
not fall below the prescribed level.

The principal and interest is scheduled to be repaid in five annual installments
beginning April 15, 2000 and continuing through April 15, 2004, with the option
of prepaying any outstanding principal and accrued interest. As of December 31,
1999, the Company accrued interest of $11,098,000. Upon receiving approval from
the Commissioner of Insurance of the State of Colorado, the Company made a
$5,128,000 payment for accrued interest during 1998. The Company recognized
interest expense of $5,711,000, $5,387,000, and $5,096,000 for the years ended
December 31, 1999, 1998, and 1997, respectively.


- --------------------------------------------------------------------------------
Strategic Advantage II                            96

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



10. LONG-TERM DEBT (CONTINUED)

Future minimum payments, assuming a current effective interest rate of 6.65%,
are as follows (in thousands):


                                                TOTAL
YEAR                                           PAYMENTS
- ----------------------------------------- ------------------

2000                                               $  26,838
2001                                                  26,838
2002                                                  26,838
2003                                                  26,838
2004                                                  26,838
                                          ------------------
Total                                                134,190
Less imputed interest                                (34,190)
                                          ------------------
Principal outstanding                               $100,000
                                          ==================

11. STATUTORY ACCOUNTING INFORMATION AND PRACTICES

Security Life and its insurance subsidiaries prepare their statutory-basis
financial statements in accordance with accounting practices prescribed or
permitted by their state of domicile. "Prescribed" statutory accounting
practices include state laws, regulations and general administrative rules, as
well as a variety of publications of the National Association of Insurance
Commissioners (NAIC). "Permitted" statutory accounting practices encompass all
accounting practices that are not prescribed; such practices may differ from
state to state, and from company to company within the state, and may change in
the future.

During 1998, the NAIC completed the process of codifying statutory accounting
practices ("Codification"). Codification will likely change, to some extent,
prescribed statutory accounting practices and may result in changes to the
accounting practices that Security Life uses to prepare its statutory-basis
financial statements. Codification will require adoption by the various states
before it becomes the prescribed statutory basis of accounting for insurance
companies domiciled within those states. Accordingly, before Codification
becomes effective for Security Life, the State of Colorado must adopt
Codification as the prescribed basis of accounting on which domestic insurers
must report their statutory-basis results to the Insurance Department. At this
time it is anticipated that the State of Colorado will adopt Codification.


- --------------------------------------------------------------------------------
Strategic Advantage II                            97

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



11. STATUTORY ACCOUNTING INFORMATION AND PRACTICES (CONTINUED)

Prescribed statutory reserve methodology does not fully encompass universal
life-type products. The NAIC, however, has promulgated a Model Regulation
regarding Universal Life Reserves. The Colorado Division of Insurance has not
adopted the regulation, but requires that reserves be held which are at least as
great as those required by Colorado Statutes. The NAIC UL Model Regulation is
used by the Company to provide reserves consistent with the principles of this
article. Because the reserves satisfy the requirements prescribed by the State
of Colorado for the valuation of universal life insurance, the Company is
permitted to compute reserves in accordance with this model regulation.

The NAIC prescribes Risk-Based Capital (RBC) requirements for life/health
insurance companies. At December 31, 1999, the Company exceeded all minimum RBC
requirements.

Combined capital and surplus, determined in accordance with statutory accounting
practices (SAP), was $434,983,000 and $386,607,000 at December 31, 1999 and
1998, respectively. Combined net income, determined in accordance with SAP, was
$18,635,000, $11,712,000, and $22,261,000 for the years ended December 31, 1999,
1998, and 1997, respectively.

Security Life is required to maintain a minimum total statutory capital and
surplus in the state of domicile of $1,500,000. Midwestern United is required to
maintain minimum statutory capital of $200,000 and surplus of $250,000 in the
state of domicile. First ING is required to maintain minimum statutory capital
of $1,000,000 and paid-in surplus of at least 50% of paid-in capital in the
state of domicile. Each company exceeded its respective minimum statutory
capital and surplus requirements at December 31, 1999. Additionally, the amount
of dividends which can be paid by each company to its stockholder without prior
approval of the various state insurance departments is generally limited to the
greater of 10% of statutory surplus or the statutory net gain from operations.





- --------------------------------------------------------------------------------
Strategic Advantage II                            98

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



12. FAIR VALUES OF FINANCIAL INSTRUMENTS

In cases where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those techniques
are significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows. In that regard, the derived fair value
estimates cannot be substantiated by comparison to independent markets and, in
many cases, could not be realized in immediate settlement of the instruments.
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Company. Life insurance liabilities that contain
mortality risk and all nonfinancial instruments are excluded from disclosure
requirements. However, the fair values of liabilities under all insurance
contracts are taken into consideration in the Company's overall management of
interest rate risk, such that the Company's exposure to changing interest rates
is minimized through the matching of investment maturities with amounts due
under insurance contracts.


















- --------------------------------------------------------------------------------
Strategic Advantage II                            99

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying amounts and fair values of the Company's financial instruments at
December 31, 1999 and 1998 are summarized below (in thousands):


<TABLE>
<CAPTION>
                                                                          DECEMBER 31
                                                          1999                                    1998
                                           ---------------------------------- --- ------------------------------------
                                                  Carrying                               Carrying
                                                  amount          Fair value             amount          Fair value
                                          -----------------------------------    ------------------------------------
<S>                                              <C>               <C>                  <C>                <C>
ASSETS
Fixed maturities (Note 2)                        $3,486,939        $3,486,939           $3,503,530         $3,503,530
Equity securities (Note 2)                            7,944             7,944                8,400              8,400
Mortgage loans                                    1,006,443           975,436              784,108            832,629
Policy loans                                        961,586           961,586              925,623            925,623
Short-term investments                              186,917           186,917                  747                747
Cash                                                 48,630            48,630               31,644             31,644
Indebtedness from
   related parties                                   33,220            33,220                4,339              4,339
Separate account assets                             644,975           644,975              423,474            423,474

LIABILITIES
Supplemental contracts
   without life contingencies                         3,778             3,778                3,966              3,966
Other policyholder funds left
   on deposit                                       431,706           431,706               98,638             98,638
Individual and group
   annuities, net of reinsurance                    149,089           152,824               87,096             86,007
Indebtedness to related
   parties                                           34,231            34,231               13,755             13,755
Long-term debt to related
   parties                                          100,000           100,000              100,000            100,000
Accrued interest on
   long-term debt to related
   parties                                           11,098            11,098                5,387              5,387
Separate account liabilities                        644,975           644,975              423,474            423,474
</TABLE>



- --------------------------------------------------------------------------------
Strategic Advantage II                           100

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying values of all other financial instruments approximate their fair
values.

The following methods and assumptions were used by the Company in estimating the
"fair value" disclosures for financial instruments:

    FIXED MATURITIES AND EQUITY SECURITIES: The fair values for fixed maturities
    (including redeemable preferred stocks) are based on quoted market prices,
    where available. For fixed maturities not actively traded, fair values are
    estimated using values obtained from independent pricing services or, in the
    case of private placements and collateralized mortgage obligations and other
    mortgage derivative investments, are estimated by discounting expected
    future cash flows. The discount rates used vary as a function of factors
    such as yield, credit quality and maturity which fall within a range between
    4.2% and 22.9% over the total portfolio. The fair values of equity
    securities are based on quoted market prices.

    MORTGAGE LOANS: Estimated market values for commercial real estate loans are
    generated using a discounted cash flow approach. Loans in good standing are
    discounted using interest rates determined by U.S. Treasury yields on
    December 31 and spreads implied by independent published surveys. The same
    is applied on new loans with similar characteristics. The amortizing
    features of all loans are incorporated in the valuation. Where data on
    option features is available, option values are determined using a binomial
    valuation method, and are incorporated into the mortgage valuation.
    Restructured loans are valued in the same manner; however, these are
    discounted at a greater spread to reflect increased risk.

    All residential loans are valued at their outstanding principal balances,
    which approximate their fair values.

    POLICY LOANS:  The carrying amounts reported in the balance sheets for these
    financial instruments approximate their fair values.

    DERIVATIVE FINANCIAL INSTRUMENTS: Fair values for on-balance-sheet
    derivative financial instruments (caps and floors) and off-balance-sheet
    derivative financial instruments (swaps) are based on broker/dealer
    valuations or on internal discounted cash flow pricing models taking into
    account current cash flow assumptions and the counterparties' credit
    standing.



- --------------------------------------------------------------------------------
Strategic Advantage II                           101

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

    OTHER INVESTMENT-TYPE INSURANCE CONTRACTS: The fair values of the Company's
    deferred annuity contracts are estimated based on the cash surrender value.
    The carrying values of other liabilities, including immediate annuities,
    dividend accumulations, supplementary contracts without life contingencies
    and premium deposits, approximate their fair values.

    OFF-BALANCE-SHEET INSTRUMENTS: The Company accepted additional deposits on
    existing synthetic guaranteed investment contracts in the amounts of
    $70,000,000 and $66,480,000 in 1999 and 1998, respectively, from trustees of
    401(k) plans. Pursuant to the terms of these contracts, the trustees own and
    retain the assets related to these contracts. Such contracts had a value of
    $471,380,000 and $433,689,000 at December 31, 1999 and 1998, respectively.
    Under synthetic guaranteed investment contracts, the synthetic issuer may
    assume interest rate risk on individual plan participant initiated
    withdrawals from stable value options of 401(k) plans. Approximately 90% of
    the synthetic guaranteed investment contract book values are on a
    participating basis and have a credited interest rate reset mechanism which
    passes such interest rate risk to plan participants.

    LETTERS OF CREDIT: The Company is the beneficiary of letters of credit
    totaling $198,726,000 which have a market value to the Company of $0 and two
    lines of credit totaling $307,902,000 which have a market value to the
    Company of $0 (see Note 14).

13. COMMITMENTS AND CONTINGENCIES

The Company is a party to pending or threatened lawsuits arising from the normal
conduct of its business. Due to the climate in insurance and business
litigation, suits against the Company sometimes include substantial additional
claims, consequential damages, punitive damages and other similar types of
relief. While it is not possible to forecast the outcome of such litigation, it
is the opinion of management that the disposition of such lawsuits will not have
a material adverse effect on the Company's financial position or interfere with
its operations.






- --------------------------------------------------------------------------------
Strategic Advantage II                           102

<PAGE>


           Security Life of Denver Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


13. COMMITMENTS AND CONTINGENCIES (CONTINUED)

The Company has an accrued liability of $38,000,000 at December 31, 1999 related
to certain potential litigation similar to that faced by other major life
insurers. This litigation relates to sales practices of interest-sensitive
policies. The Company is vigorously defending its position in these cases. While
it is not possible to forecast the outcome of such litigation, it is the opinion
of management that the disposition of such lawsuits will not have a material
adverse effect on the Company's financial position or interfere with its
operations.

14. OTHER FINANCING ARRANGEMENTS

The Company has a $167,902,000 line of credit issued by the Company's parent to
provide short-term liquidity. The Company has an additional non-affiliated line
of credit of $140,000,000, also to provide short-term liquidity, which expires
July 31, 2000. The amount of funds available under this line is reduced by
borrowings of certain affiliates also party to the agreement. The outstanding
borrowings under these agreements were $16,200,000 and $0 at December 31, 1999
and 1998, respectively. The weighted-average balance outstanding of short-term
debt was $13.1 million during 1999. The weighted-average interest rate paid on
this debt during 1999 was 5.20% (see Note 12).

The Company is the beneficiary of letters of credit totaling $198,726,000 that
were established in accordance with the terms of reinsurance agreements. Such
letters of credit are unconditional and irrevocable, and provide for automatic
renewal for the following year at December 31. The letters were unused during
both 1999 and 1998.










- --------------------------------------------------------------------------------
Strategic Advantage II                           103

<PAGE>










                                   Financial Statements

                                   Security Life Separate Account L1
                                   of Security Life of Denver
                                   Insurance Company


                                   Years ended December 31, 1999, 1998 and 1997
                                   with Report of Independent Auditors













- --------------------------------------------------------------------------------
Strategic Advantage II                           104

<PAGE>



                        Security Life Separate Account L1

                              Financial Statements


                  Years ended December 31, 1999, 1998 and 1997





                                    CONTENTS

Report of Independent Auditors ..............................................105

Audited Financial Statements

Statement of Net Assets .....................................................106
Statement of Operations .....................................................113
Statement of Changes in Net Assets ..........................................133
Notes to Financial Statements ...............................................153





- --------------------------------------------------------------------------------
Strategic Advantage II                          105

<PAGE>






                         Report of Independent Auditors

Policyholders
Security Life Separate Account L1 of
    Security Life of Denver Insurance Company

We have audited the accompanying statement of net assets of Security Life
Separate Account L1 of Security Life of Denver Insurance Company (comprising,
respectively, the Neuberger Berman Advisers Management Trust (comprising the
Limited Maturity Bond, Growth and Partners Divisions) ("NB"), the Alger American
Fund (comprising the American Small Capitalization, American MidCap Growth,
American Growth and American Leveraged AllCap Divisions) ("Alger"), the Fidelity
Variable Insurance Products Fund and Variable Insurance Products Fund II
(comprising the Asset Manager, Growth, Overseas, Money Market and Index 500
Divisions) ("Fidelity"), the INVESCO Variable Investment Funds, Inc. (comprising
the Total Return, Equity Income, High Yield, Utilities and Small Company Growth
Divisions) ("INVESCO"), the Van Eck Worldwide Trust (comprising the Worldwide
Hard Assets, Worldwide Bond, Worldwide Emerging Markets and Worldwide Real
Estate Divisions) ("Van Eck") and AIM Advisors, Inc. (comprising the Capital
Appreciation and Government Securities Divisions) ("AIM")) as of December 31,
1999, and the related statements of operations and changes in net assets for
each of the three years in the period then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1999, by
correspondence with the transfer agents. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Security Life Separate Account
L1 at December 31, 1999, and the results of its operations and changes in its
net assets for each of the three years in the period then ended, in conformity
with accounting principles generally accepted in the United States.

                                                           /s/ Ernst & Young LLP
April 7, 2000


- --------------------------------------------------------------------------------
Strategic Advantage II                          106

<PAGE>



                        Security Life Separate Account L1

                             Statement of Net Assets

                                December 31, 1999


<TABLE>
<CAPTION>

                                   TOTAL
                                    ALL          TOTAL         TOTAL            TOTAL         TOTAL         TOTAL        TOTAL
                                 DIVISIONS        NB           ALGER          FIDELITY       INVESCO       VAN ECK        AIM
                                 ------------- ------------ -------------  --------------- ------------- ------------ -------------
<S>                               <C>           <C>          <C>              <C>            <C>           <C>          <C>
ASSETS
Investments in mutual funds at
   market value (Note C)          $520,874,988  $53,597,588  $109,451,239     $294,325,533   $44,538,862   $6,258,525   $12,703,241
                                 ------------- ------------ -------------  --------------- ------------- ------------ -------------
Total assets                       520,874,988   53,597,588   109,451,239      294,325,533    44,538,862    6,258,525    12,703,241
                                 ------------- ------------ -------------  --------------- ------------- ------------ -------------

LIABILITIES
Due to (from) Security Life of        (427,980)     (99,394)      (63,161)        (120,210)      (99,549)     (45,652)          (14)
   Denver
                                 ------------- ------------ -------------  --------------- ------------- ------------ -------------
Total Liabilities                     (427,980)     (99,394)      (63,161)        (120,210)      (99,549)     (45,652)          (14)
                                 ------------- ------------ -------------  --------------- ------------- ------------ -------------

Net assets                        $521,302,968  $53,696,982  $109,514,400     $294,445,743   $44,638,411   $6,304,177   $12,703,255
                                 ============= ============ =============  =============== ============= ============ =============

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)         $521,302,968  $53,696,982  $109,514,400     $294,445,743   $44,638,411   $6,304,177   $12,703,255
                                 ------------- ------------ -------------  --------------- ------------- ------------ -------------

TOTAL POLICYHOLDER RESERVES       $521,302,968  $53,696,982  $109,514,400     $294,445,743   $44,638,411   $6,304,177   $12,703,255
                                 ============= ============ =============  =============== ============= ============ =============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                            107

<PAGE>


                        Security Life Separate Account L1

                       Statement of Net Assets (continued)

                                December 31, 1999




<TABLE>
<CAPTION>

                                                                              NB
                                           --------------------------------------------------------------------------
                                                 Total              Limited
                                                   NB            Maturity Bond        Growth           Partners
                                           ------------------ ------------------- --------------- -------------------

<S>                                               <C>                 <C>             <C>               <C>
ASSETS
Investments in mutual funds at
   market value (Note C)                          $53,597,588         $11,200,520     $13,066,321         $29,330,747
                                           ------------------ ------------------- --------------- -------------------
Total assets                                       53,597,588          11,200,520      13,066,321          29,330,747
                                           ------------------ ------------------- --------------- -------------------

LIABILITIES
Due to (from) Security Life of Denver                 (99,394)               (308)         (9,833)            (89,253)
                                           ------------------ ------------------- --------------- -------------------
Total Liabilities                                     (99,394)               (308)         (9,833)            (89,253)
                                           ------------------ ------------------- --------------- -------------------

Net assets                                        $53,696,982         $11,200,828     $13,076,154         $29,420,000
                                           ================== =================== =============== ===================

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)                         $53,696,982         $11,200,828     $13,076,154         $29,420,000
                                           ------------------ ------------------- --------------- -------------------

TOTAL POLICYHOLDER RESERVES                       $53,696,982         $11,200,828     $13,076,154         $29,420,000
                                           ================== =================== =============== ===================

Number of divisional units outstanding
   (Note G)                                                           889,159.604     434,338.368       1,212,133.448
                                                              =================== =============== ===================

Value per divisional unit                                                  $12.60          $30.11              $24.27
                                                              =================== =============== ===================
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           108

<PAGE>


                        Security Life Separate Account L1

                       Statement of Net Assets (continued)

                                December 31, 1999




<TABLE>
<CAPTION>

                                                                              ALGER
                                             --------------------------------------------------------------------------------------
                                                                   American         American                            American
                                                  Total             Small            MidCap         American           Leveraged
                                                  Alger         Capitalization       Growth          Growth             AllCap
                                             ---------------- ------------------ --------------- ---------------- -----------------

<S>                                              <C>               <C>               <C>            <C>                 <C>
ASSETS
Investments in mutual funds at
   market value (Note C)                         $109,451,239        $27,748,150     $17,280,636      $41,361,603       $23,060,850
                                             ---------------- ------------------ --------------- ---------------- -----------------
Total assets                                      109,451,239         27,748,150      17,280,636       41,361,603        23,060,850
                                             ---------------- ------------------ --------------- ---------------- -----------------

LIABILITIES
Due to (from) Security Life of Denver                (63,161)           (31,605)         (6,851)         (21,895)           (2,810)
                                             ---------------- ------------------ --------------- ---------------- -----------------
Total Liabilities                                    (63,161)           (31,605)         (6,851)         (21,895)           (2,810)
                                             ---------------- ------------------ --------------- ---------------- -----------------

Net assets                                       $109,514,400        $27,779,755     $17,287,487      $41,383,498       $23,063,660
                                             ================ ================== =============== ================ =================

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)                        $109,514,400        $27,779,755     $17,287,487      $41,383,498       $23,063,660
                                             ---------------- ------------------ --------------- ---------------- -----------------

TOTAL POLICYHOLDER RESERVES                      $109,514,400        $27,779,755     $17,287,487      $41,383,498       $23,063,660
                                             ================ ================== =============== ================ =================

Number of divisional units outstanding
   (Note G)                                                        1,055,757.484     576,738.314    1,257,371.637       425,281.099
                                                              ================== =============== ================ =================

Value per divisional unit                                                 $26.31          $29.97           $32.91            $54.23
                                                              ================== =============== ================ =================

</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                          109

<PAGE>


                        Security Life Separate Account L1

                       Statement of Net Assets (continued)

                                December 31, 1999




<TABLE>
<CAPTION>
                                                                        FIDELITY
                                     ---------------------------------------------------------------------------------------------
                                         Total         Asset                                            Money
                                       Fidelity       Manager          Growth         Overseas         Market        Index 500
                                     ---------------------------------------------------------------------------------------------

<S>                                   <C>              <C>           <C>              <C>            <C>             <C>
ASSETS
Investments in mutual funds at
   market value (Note C)              $294,325,533     $13,585,360     $58,152,709      $34,884,083    $34,799,038    $152,904,343
                                     ---------------------------------------------------------------------------------------------
Total assets                           294,325,533      13,585,360      58,152,709       34,884,083     34,799,038     152,904,343
                                     ---------------------------------------------------------------------------------------------

LIABILITIES
Due to (from) Security Life of Denver    (120,210)         (5,098)         (5,121)        (100,198)          1,630        (11,423)
                                     ---------------------------------------------------------------------------------------------
Total Liabilities                        (120,210)         (5,098)         (5,121)        (100,198)          1,630        (11,423)
                                     ---------------------------------------------------------------------------------------------

Net assets                            $294,445,743     $13,590,458     $58,157,830      $34,984,281    $34,797,408    $152,915,766
                                     =============================================================================================

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)             $294,445,743     $13,590,458     $58,157,830      $34,984,281    $34,797,408    $152,915,766
                                     ---------------------------------------------------------------------------------------------

TOTAL POLICYHOLDER RESERVES           $294,445,743     $13,590,458     $58,157,830      $34,984,281    $34,797,408    $152,915,766
                                     =============================================================================================

Number of divisional units outstanding
   (Note G)                                            722,717.906   1,676,236.646    1,716,617.627  2,763,648.297   4,772,484.597
                                                  ================================================================================

Value per divisional unit                                   $18.80          $34.70           $20.38         $12.59          $32.04
                                                  ================================================================================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                          110

<PAGE>


                        Security Life Separate Account L1

                       Statement of Net Assets (continued)

                                December 31, 1999




<TABLE>
<CAPTION>

                                                                         INVESCO
                                       ---------------------------------------------------------------------------------------------
                                                                                                                           Small
                                            Total           Total         Equity                                          Company
                                           INVESCO         Return         Income       High Yield       Utilities         Growth
                                       ---------------  -------------- -------------- -------------- ---------------  --------------

<S>                                        <C>             <C>            <C>             <C>             <C>             <C>
ASSETS
Investments in mutual funds at
   market value (Note C)                   $44,538,862     $10,386,525    $16,189,342     $9,419,547      $4,140,713      $4,402,735
                                       ---------------  -------------- -------------- -------------- ---------------  --------------
Total assets                                44,538,862      10,386,525     16,189,342      9,419,547       4,140,713       4,402,735
                                       ---------------  -------------- -------------- -------------- ---------------  --------------

LIABILITIES
Due to (from) Security Life of Denver         (99,549)           (125)       (31,211)        (1,130)           (602)        (66,481)
                                       ---------------  -------------- -------------- -------------- ---------------  --------------
Total Liabilities                             (99,549)           (125)       (31,211)        (1,130)           (602)        (66,481)
                                       ---------------  -------------- -------------- -------------- ---------------  --------------

Net assets                                 $44,638,411     $10,386,650    $16,220,553     $9,420,677      $4,141,315      $4,469,216
                                       ===============  ============== ============== ============== ===============  ==============

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)                  $44,638,411     $10,386,650    $16,220,553     $9,420,677      $4,141,315      $4,469,216
                                       ---------------  -------------- -------------- -------------- ---------------  --------------

TOTAL POLICYHOLDER RESERVES                $44,638,411     $10,386,650    $16,220,553     $9,420,677      $4,141,315      $4,469,216
                                       ===============  ============== ============== ============== ===============  ==============

Number of divisional units outstanding
   (Note G)                                                602,187.614    621,047.937    536,863.946     189,409.984     212,503.210
                                                        ============== ============== ============== ===============  ==============

Value per divisional unit                                       $17.25         $26.12         $17.55          $21.86          $21.03
                                                        ============== ============== ============== ===============  ==============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                          111

<PAGE>


                        Security Life Separate Account L1

                       Statement of Net Assets (continued)

                                December 31, 1999




<TABLE>
<CAPTION>

                                                                            VAN ECK
                                            ---------------------------------------------------------------------------------
                                                                Worldwide                       Worldwide        Worldwide
                                                 Total            Hard          Worldwide        Emerging          Real
                                                Van Eck          Assets           Bond           Markets          Estate
                                            ---------------- --------------- ---------------  --------------  ---------------

<S>                                               <C>            <C>              <C>            <C>                <C>
ASSETS
Investments in mutual funds at
   market value (Note C)                          $6,258,525      $2,305,855        $335,746      $3,067,087         $549,837
                                            ---------------- --------------- ---------------  --------------  ---------------
Total assets                                       6,258,525       2,305,855         335,746       3,067,087          549,837
                                            ---------------- --------------- ---------------  --------------  ---------------

LIABILITIES
Due to (from) Security Life of Denver               (45,652)           (223)           1,543        (46,972)                -
                                            ---------------- --------------- ---------------  --------------  ---------------
Total Liabilities                                   (45,652)           (223)           1,543        (46,972)                -
                                            ---------------- --------------- ---------------  --------------  ---------------

Net assets                                        $6,304,177      $2,306,078        $334,203      $3,114,059         $549,837
                                            ================ =============== ===============  ==============  ===============

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)                         $6,304,177      $2,306,078        $334,203      $3,114,059         $549,837
                                            ---------------- --------------- ---------------  --------------  ---------------

TOTAL POLICYHOLDER RESERVES                       $6,304,177      $2,306,078        $334,203      $3,114,059         $549,837
                                            ================ =============== ===============  ==============  ===============

Number of divisional units outstanding
   (Note G)                                                      236,972.429      33,114.078     228,819.195       64,967.173
                                                             =============== ===============  ==============  ===============

Value per divisional unit                                              $9.73          $10.09          $13.61            $8.46
                                                             =============== ===============  ==============  ===============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           112

<PAGE>


                        Security Life Separate Account L1

                       Statement of Net Assets (continued)

                                December 31, 1999





                                                         AIM
                                         ---------------------------------------
                                             Total      Capital       Government
                                              AIM     Appreciation    Securities
                                         ------------ ------------ -------------

ASSETS
Investments in mutual funds at
   market value (Note C)                  $12,703,241   $5,308,909    $7,394,332
                                         ------------ ------------ -------------
Total assets                               12,703,241    5,308,909     7,394,332
                                         ------------ ------------ -------------

LIABILITIES
Due to (from) Security Life of Denver            (14)         (13)           (1)
                                         ------------ ------------ -------------
Total Liabilities                                (14)         (13)           (1)
                                         ------------ ------------ -------------

Net assets                                $12,703,255   $5,308,922    $7,394,333
                                         ============ ============ =============

POLICYHOLDER RESERVES
Reserves attributable to the
   policyholders (Note B)                 $12,703,255   $5,308,922    $7,394,333
                                         ------------ ------------ -------------

TOTAL POLICYHOLDER RESERVES               $12,703,255   $5,308,922    $7,394,333
                                         ============ ============ =============

Number of divisional units outstanding
   (Note G)                                            323,846.032   715,905.149
                                                      ============ =============

Value per divisional unit                                   $16.39        $10.33
                                                      ============ =============



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           113

<PAGE>



                        Security Life Separate Account L1

                             Statement of Operations

                          Year Ended December 31, 1999


<TABLE>
<CAPTION>

                                         Total
                                          All          Total          Total         Total          Total         Total        Total
                                       Divisions        NB            Alger       Fidelity        INVESCO       Van Eck        AIM
                                     ------------- -------------  ------------- -------------  ------------- -----------------------

<S>                                    <C>            <C>           <C>           <C>             <C>        <C>          <C>
INVESTMENT INCOME
Dividends from mutual funds            $18,884,169    $2,123,919    $ 7,325,481   $ 7,908,482     $1,183,695 $   30,826      311,766
Less valuation period deductions
    (Note B)                             2,908,885       371,218        557,411     1,629,301        272,130     27,814       51,011
                                     ------------- -------------  ------------- -------------  ------------- ----------  -----------
Net investment income (loss)            15,975,284     1,752,701      6,768,070     6,279,181        911,565      3,012      260,755
                                     ------------- -------------  ------------- -------------  ------------- ----------  -----------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                         18,191,446       557,950      5,023,269    11,358,812      1,094,239     73,144       84,032
Net unrealized gains (losses) on
    investments                         55,998,041     3,797,732     17,500,945    30,152,442      2,135,798  1,374,192    1,036,932
                                     ------------- -------------  ------------- -------------  ------------- ----------  -----------
Net realized and unrealized gains
    (losses) on investments             74,189,487     4,355,682     22,524,214    41,511,254      3,230,037  1,447,336    1,120,964
                                     ------------- -------------  ------------- -------------  ------------- ----------  -----------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS          $90,164,771    $6,108,383    $29,292,284   $47,790,435     $4,141,602 $1,450,348   $1,381,719
                                     ============= =============  ============= =============  ============= ==========  ===========
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           114

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                              NB
                                                  ---------------------------------------------------------------------
                                                        Total            Limited
                                                         NB           Maturity Bond           Growth           Partners
                                                  ---------------------------------  ----------------  ----------------

<S>                                                  <C>                   <C>             <C>               <C>
INVESTMENT INCOME
Dividends from mutual funds                          $2,123,919            $911,596        $  453,085        $  759,238
Less valuation period deductions
    (Note B)                                            371,218             108,699            70,308           192,211
                                                  ---------------------------------  ----------------  ----------------
Net investment income (loss)                          1,752,701             802,897           382,777           567,027
                                                  ---------------------------------  ----------------  ----------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                                         557,950           (293,615)           318,964           532,601
Net unrealized gains (losses) on
    investments                                       3,797,732           (423,477)         3,714,218           506,991
                                                  ---------------------------------  ----------------  ----------------
Net realized and unrealized gains
    (losses) on investments                           4,355,682           (717,092)         4,033,182         1,039,592
                                                  ---------------------------------  ----------------  ----------------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS                        $6,108,383            $ 85,805        $4,415,959        $1,606,619
                                                  =================================  ================  ================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                            115

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                            ALGER
                                          -----------------------------------------------------------------------------------------
                                                               American           American                            American
                                               Total             Small             MidCap           American          Leveraged
                                               Alger        Capitalization         Growth            Growth            AllCap
                                          --------------- ------------------- ----------------  ----------------  -----------------

<S>                                           <C>                  <C>              <C>               <C>                <C>
INVESTMENT INCOME
Dividends from mutual funds                   $ 7,325,481          $2,200,048       $1,636,538        $2,764,203         $  724,692
Less valuation period deductions
    (Note B)                                      557,411             141,734           88,955           233,373             93,349
                                          --------------- ------------------- ----------------  ----------------  -----------------
Net investment income (loss)                    6,768,070           2,058,314        1,547,583         2,530,830            631,343
                                          --------------- ------------------- ----------------  ----------------  -----------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                                 5,023,269              94,825          322,974         2,007,625          2,597,845
Net unrealized gains (losses) on
    investments                                17,500,945           5,993,398        2,015,333         4,584,649          4,907,565
                                          --------------- ------------------- ----------------  ----------------  -----------------
Net realized and unrealized gains
    (losses) on investments                    22,524,214           6,088,223        2,338,307         6,592,274          7,505,410
                                          --------------- ------------------- ----------------  ----------------  -----------------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS                 $29,292,284          $8,146,537       $3,885,890        $9,123,104         $8,136,753
                                          =============== =================== ================  ================  =================
</TABLE>



See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage II                           116

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                        FIDELITY
                                     ---------------------------------------------------------------------------------------------
                                          Total           Asset                                          Money
                                        Fidelity         Manager        Growth          Overseas        Market        Index 500
                                     ---------------  ------------- ---------------  -------------- --------------- --------------

<S>                                      <C>             <C>            <C>              <C>             <C>           <C>
INVESTMENT INCOME
Dividends from mutual funds              $ 7,908,482     $  798,528     $ 3,508,501      $  820,014      $1,277,704    $ 1,503,735
Less valuation period deductions
    (Note B)                               1,629,301         83,646         308,868         188,207         188,211        860,369
                                     ---------------  ------------- ---------------  -------------- --------------- --------------
Net investment income (loss)               6,279,181        714,882       3,199,633         631,807       1,089,493        643,366
                                     ---------------  ------------- ---------------  -------------- --------------- --------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                           11,358,812        122,474       7,459,882         553,230               -      3,223,226
Net unrealized gains (losses) on
    investments                           30,152,442        316,538       3,509,953       8,740,414               -     17,585,537
                                     ---------------  ------------- ---------------  -------------- --------------- --------------
Net realized and unrealized gains
    (losses) on investments               41,511,254        439,012      10,969,835       9,293,644               -     20,808,763
                                     ---------------  ------------- ---------------  -------------- --------------- --------------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS            $47,790,435     $1,153,894     $14,169,468      $9,925,451      $1,089,493    $21,452,129
                                     ===============  ============= ===============  ============== =============== ==============
</TABLE>



See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage II                           117

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1999



<TABLE>
<CAPTION>

                                                                         INVESCO
                                     -----------------------------------------------------------------------------------------------
                                          Total           Total          Equity                                     Small Company
                                         INVESCO         Return          Income      High Yield      Utilities          Growth
                                     --------------- --------------- --------------- -------------  ------------- ------------------

<S>                                       <C>             <C>             <C>             <C>            <C>              <C>
INVESTMENT INCOME
Dividends from mutual funds               $1,183,695      $  276,071      $  252,055      $618,531       $ 37,038         $        -
Less valuation period deductions
    (Note B)                                 272,130          71,255          97,430        65,338         23,769             14,338
                                     --------------- --------------- --------------- -------------  ------------- ------------------
Net investment income (loss)                 911,565         204,816         154,625       553,193         13,269           (14,338)
                                     --------------- --------------- --------------- -------------  ------------- ------------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                            1,094,239         286,623         506,767     (241,611)        304,911            237,549
Net unrealized gains (losses) on
    investments                            2,135,798       (923,083)         965,264       379,005        179,598          1,535,014
                                     --------------- --------------- --------------- -------------  ------------- ------------------
Net realized and unrealized gains
    (losses) on investments                3,230,037       (636,460)       1,472,031       137,394        484,509          1,772,563
                                     --------------- --------------- --------------- -------------  ------------- ------------------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS             $4,141,602      $(431,644)      $1,626,656      $690,587       $497,778         $1,758,225
                                     =============== =============== =============== =============  ============= ==================
</TABLE>



See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage II                            118

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                            VAN ECK
                                           ----------------------------------------------------------------------------------
                                                                                               Worldwide
                                                Total         Worldwide        Worldwide        Emerging        Worldwide
                                               Van Eck       Hard Assets         Bond           Markets        Real Estate
                                           --------------- ---------------  --------------- ---------------- ----------------

<S>                                             <C>               <C>             <C>             <C>               <C>
INVESTMENT INCOME
Dividends from mutual funds                     $   30,826        $ 16,585        $  12,446                -        $   1,795
Less valuation period deductions
    (Note B)                                        27,814          12,646            2,550           10,886            1,732
                                           --------------- ---------------  --------------- ---------------- ----------------
Net investment income (loss)                         3,012           3,939            9,896         (10,886)               63
                                           --------------- ---------------  --------------- ---------------- ----------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                                     73,144       (313,009)         (25,853)          410,384            1,622
Net unrealized gains (losses) on
    investments                                  1,374,192         592,123          (9,920)          809,962         (17,973)
                                           --------------- ---------------  --------------- ---------------- ----------------
Net realized and unrealized gains
    (losses) on investments                      1,447,336         279,114         (35,773)        1,220,346         (16,351)
                                           --------------- ---------------  --------------- ---------------- ----------------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS                   $1,450,348        $283,053        $(25,877)       $1,209,460        $(16,288)
                                           =============== ===============  =============== ================ ================
</TABLE>



See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage II                            119

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1999




                                                          AIM
                                        --------------------------------------

                                          Total       Capital      Government
                                           AIM     Appreciation    Securities
                                        ---------- ------------ --------------

INVESTMENT INCOME
Dividends from mutual funds             $  311,766   $  113,467      $ 198,299
Less valuation period deductions
    (Note B)                                51,011       19,289         31,722
                                        ---------- ------------ --------------
Net investment income (loss)               260,755       94,178        166,577
                                        ---------- ------------ --------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                             84,032       92,256        (8,224)
Net unrealized gains (losses) on
    investments                          1,036,932    1,257,369      (220,437)
                                        ---------- ------------ --------------
Net realized and unrealized gains
    (losses) on investments              1,120,964    1,349,625      (228,661)
                                        ---------- ------------ --------------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS           $1,381,719   $1,443,803      $(62,084)
                                        ========== ============ ==============


See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage II                           120

<PAGE>



                        Security Life Separate Account L1

                             Statement of Operations

                          Year Ended December 31, 1998


<TABLE>
<CAPTION>

                                        TOTAL
                                         ALL         TOTAL         TOTAL         TOTAL           TOTAL        TOTAL        TOTAL
                                      DIVISIONS        NB          ALGER        FIDELITY        INVESCO      VAN ECK        AIM
                                    -------------- ------------ ------------- -------------- -------------  ------------ -----------

<S>                                    <C>           <C>          <C>            <C>            <C>            <C>          <C>
INVESTMENT INCOME
Dividends from mutual funds            $17,747,833   $4,273,690   $ 4,617,072    $ 6,943,854    $1,625,860     $ 189,620    $ 97,737
Less valuation period deductions
   (Note B)                              1,740,661      291,487       290,412        971,160       162,321        11,393      13,888
                                    -------------- ------------ ------------- -------------- -------------  ------------ -----------
Net investment income (loss)            16,007,172    3,982,203     4,326,660      5,972,694     1,463,539       178,227      83,849
                                    -------------- ------------ ------------- -------------- -------------  ------------ -----------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                           8,536,274      347,823     1,685,294      6,403,348       355,780      (260,570)      4,599
Net unrealized gains (losses) on
   investments                          18,766,977   (2,323,636)    5,825,800     15,230,082       248,681      (368,037)    154,087
                                    -------------- ------------ ------------- -------------- -------------  ------------ -----------
Net realized and unrealized gains
   (losses) on investments              27,303,251   (1,975,813)    7,511,094     21,633,430       604,461      (628,607)    158,686
                                    -------------- ------------ ------------- -------------- -------------  ------------ -----------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS    $43,310,423   $2,006,390   $11,837,754    $27,606,124    $2,068,000     $(450,380)   $242,535
                                    ============== ============ ============= ============== =============  ============ ===========
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                            121

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                              NB
                                        --------------------------------------------------------------------------------
                                             Total          Limited                         Government
                                              NB           Maturity         Growth           Income         Partners
                                                             Bond
                                        --------------- --------------- ---------------  --------------- ---------------

<S>                                          <C>               <C>           <C>                <C>           <C>
INVESTMENT INCOME
Dividends from mutual funds                  $4,273,690        $409,268      $1,579,109         $136,565      $2,148,748
Less valuation period deductions
   (Note B)                                     291,487          87,183          52,660            3,213         148,431
                                        --------------- --------------- ---------------  --------------- ---------------
Net investment income (loss)                  3,982,203         322,085       1,526,449          133,352       2,000,317
                                        --------------- --------------- ---------------  --------------- ---------------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                                  347,823          10,003        (264,148)         (53,894)        655,862
Net unrealized gains (losses) on
   investments                               (2,323,636)         59,369         (81,576)         (60,954)     (2,240,475)
                                        --------------- --------------- ---------------  --------------- ---------------
Net realized and unrealized gains
   (losses) on investments                   (1,975,813)         69,372        (345,724)        (114,848)     (1,584,613)
                                        --------------- --------------- ---------------  --------------- ---------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS          $2,006,390        $391,457      $1,180,725         $ 18,504      $  415,704
                                        =============== =============== ===============  =============== ===============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           122

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                           ALGER
                                        ------------------------------------------------------------------------------------
                                                             American          American                         American
                                             Total             Small            MidCap          American        Leveraged
                                             Alger        Capitalization        Growth           Growth          AllCap
                                        ---------------- -----------------  --------------- ---------------- ---------------

<S>                                          <C>                <C>              <C>              <C>             <C>
INVESTMENT INCOME
Dividends from mutual funds                  $ 4,617,072        $1,681,373       $  593,045       $2,196,712      $  145,942
Less valuation period deductions
   (Note B)                                      290,412            95,588           53,316          113,376          28,132
                                        ---------------- -----------------  --------------- ---------------- ---------------
Net investment income (loss)                   4,326,660         1,585,785          539,729        2,083,336         117,810
                                        ---------------- -----------------  --------------- ---------------- ---------------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                                 1,685,294           186,963          316,932          915,872         265,527
Net unrealized gains (losses) on
   investments                                 5,825,800           166,990        1,022,340        3,099,428       1,537,042
                                        ---------------- -----------------  --------------- ---------------- ---------------
Net realized and unrealized gains
   (losses) on investments                     7,511,094           353,953        1,339,272        4,015,300       1,802,569
                                        ---------------- -----------------  --------------- ---------------- ---------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM                     $11,837,754        $1,939,738       $1,879,001       $6,098,636      $1,920,379
OPERATIONS
                                        ================ =================  =============== ================ ===============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           123

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                        FIDELITY
                                    ---------------------------------------------------------------------------------------
                                        Total          Asset                                      Money
                                       Fidelity       Manager        Growth        Overseas       Market       Index 500
                                    -------------- -------------- ------------- -------------- ------------ ---------------

<S>                                    <C>             <C>           <C>            <C>            <C>          <C>
INVESTMENT INCOME
Dividends from mutual funds            $ 6,943,854     $  808,986    $2,663,618     $1,015,626     $830,137     $ 1,625,487
Less valuation period deductions
   (Note B)                                971,160         63,669       183,002        129,504      116,932         478,053
                                    -------------- -------------- ------------- -------------- ------------ ---------------
Net investment income (loss)             5,972,694        745,317     2,480,616        886,122      713,205       1,147,434
                                    -------------- -------------- ------------- -------------- ------------ ---------------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                           6,403,348         20,247     1,534,000        298,379            -       4,550,722
Net unrealized gains (losses) on
   investments                          15,230,082        315,702     4,444,805        707,398            -       9,762,177
                                    -------------- -------------- ------------- -------------- ------------ ---------------
Net realized and unrealized gains
   (losses) on investments              21,633,430        335,949     5,978,805      1,005,777            -      14,312,899
                                    -------------- -------------- ------------- -------------- ------------ ---------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS    $27,606,124     $1,081,266    $8,459,421     $1,891,899     $713,205     $15,460,333
                                    ============== ============== ============= ============== ============ ===============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           124

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                         INVESCO
                                   -------------------------------------------------------------------------------------------
                                        Total           Total         Equity                                   Small Company
                                       INVESCO          Return        Income      High Yield     Utilities         Growth
                                   ---------------- -------------- ------------ -------------- -------------  ----------------

<S>                                      <C>              <C>        <C>              <C>           <C>                <C>
INVESTMENT INCOME
Dividends from mutual funds              $1,625,860       $312,534   $  514,174       $769,805      $ 29,058           $   289
Less valuation period deductions
   (Note B)                                 162,321         40,898       60,678         49,140        10,730               875
                                   ---------------- -------------- ------------ -------------- -------------  ----------------
Net investment income (loss)              1,463,539        271,636      453,496        720,665        18,328              (586)
                                   ---------------- -------------- ------------ -------------- -------------  ----------------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                              355,780        136,473      342,342       (151,382)       35,245            (6,898)
Net unrealized gains (losses) on
   investments                              248,681         73,689      359,519       (541,125)      282,500            74,098
                                   ---------------- -------------- ------------ -------------- -------------  ----------------
Net realized and unrealized gains
   (losses) on investments                  604,461        210,162      701,861       (692,507)      317,745            67,200
                                   ---------------- -------------- ------------ -------------- -------------  ----------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS      $2,068,000       $481,798   $1,155,357       $ 28,158      $336,073           $66,614
                                   ================ ============== ============ ============== =============  ================
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           125

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                         VAN ECK
                                    ---------------------------------------------------------------------------------------------
                                                                        Worldwide                      Worldwide       Worldwide
                                          Total         Worldwide         Hard         Worldwide        Emerging        Real
                                         Van Eck         Balanced        Assets           Bond          Markets        Estate
                                    ----------------- -------------- --------------- --------------  -------------- -------------

<S>                                         <C>              <C>           <C>               <C>           <C>            <C>
INVESTMENT INCOME
Dividends from mutual funds                 $ 189,620        $45,674       $ 143,946         $    -        $      -       $     -
Less valuation period deductions
   (Note B)                                    11,393          1,050           8,170            212           1,736           225
                                    ----------------- -------------- --------------- --------------  -------------- -------------
Net investment income (loss)                  178,227         44,624         135,776           (212)         (1,736)         (225)
                                    ----------------- -------------- --------------- --------------  -------------- -------------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                               (260,570)         4,682        (162,110)           130        (101,436)       (1,836)
Net unrealized gains (losses) on
   investments                               (368,037)       (23,403)       (395,698)         3,953          47,140           (29)
                                    ----------------- -------------- --------------- --------------  -------------- -------------
Net realized and unrealized gains
   (losses) on investments                   (628,607)       (18,721)       (557,808)         4,083         (54,296)       (1,865)
                                    ----------------- -------------- --------------- --------------  -------------- -------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS         $(450,380)       $25,903       $(422,032)        $3,871        $(56,032)      $(2,090)
                                    ================= ============== =============== ==============  ============== =============
</TABLE>



See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage II                            126

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1998




                                                           AIM
                                       -----------------------------------------
                                          Total         Capital       Government
                                           AIM       Appreciation     Securities
                                       ------------  -------------  ------------

INVESTMENT INCOME
Dividends from mutual funds            $  97,737       $  27,109       $  70,628
Less valuation period deductions
   (Note B)                               13,888           3,056          10,832
                                       ---------  --------------  --------------
Net investment income (loss)              83,849          24,053          59,796
                                       ---------  --------------  --------------

REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
   investments                             4,599          (3,315)          7,914
Net unrealized gains (losses) on
   investments                           154,087         119,225          34,862
                                       ---------  --------------  --------------
Net realized and unrealized gains
   (losses) on investments               158,686         115,910          42,776
                                       ---------  --------------  --------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS     $242,535        $139,963        $102,572
                                       =========  ==============  ==============


  See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage II                           127

<PAGE>



                        Security Life Separate Account L1

                             Statement of Operations

                          Year Ended December 31, 1997


<TABLE>
<CAPTION>

                                          Total
                                           All            Total         Total            Total           Total          Total
                                        Divisions          NB           Alger          Fidelity         INVESCO        Van Eck
                                      --------------  ------------- --------------  --------------- --------------- --------------

<S>                                      <C>             <C>            <C>              <C>             <C>               <C>
INVESTMENT INCOME
Dividends from mutual funds              $ 4,158,702     $  678,740     $  323,895       $2,094,346      $1,039,818        $21,903
Less valuation period deductions
    (Note B)                                 813,630        135,310        141,930          461,022          67,625          7,743
                                      --------------  ------------- --------------  --------------- --------------- --------------
Net investment income (loss)               3,345,072        543,430        181,965        1,633,324         972,193         14,160
                                      --------------  ------------- --------------  --------------- --------------- --------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                            3,199,375        406,286        894,818        1,320,426         523,956         53,889
Net unrealized gains (losses) on
    investments                           10,643,150      2,273,595      1,647,989        6,476,412         298,662        (53,508)
                                      --------------  ------------- --------------  --------------- --------------- --------------
Net realized and unrealized gains
    (losses) on investments               13,842,525      2,679,881      2,542,807        7,796,838         822,618            381
                                      --------------  ------------- --------------  --------------- --------------- --------------

NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING FROM OPERATIONS     $17,187,597     $3,223,311     $2,724,772       $9,430,162      $1,794,811        $14,541
                                      ==============  ============= ==============  =============== =============== ==============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           128

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                              NB
                                          ------------------------------------------------------------------------------------
                                               Total            Limited                          Government
                                                NB           Maturity Bond        Growth           Income         Partners
                                          --------------- ------------------- --------------  ---------------- ---------------

<S>                                            <C>                   <C>            <C>               <C>           <C>
INVESTMENT INCOME
Dividends from mutual funds                    $  678,740            $156,667       $183,497          $ 72,086      $  266,490
Less valuation period deductions
    (Note B)                                      135,310              33,725         24,959            10,366          66,260
                                          --------------- ------------------- --------------  ---------------- ---------------
Net investment income (loss)                      543,430             122,942        158,538            61,720         200,230
                                          --------------- ------------------- --------------  ---------------- ---------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                                   406,286             (20,056)        14,997            25,762         385,583
Net unrealized gains (losses) on
    investments                                 2,273,595             159,151        533,906            26,882       1,553,656
                                          --------------- ------------------- --------------  ---------------- ---------------
Net realized and unrealized gains
    (losses) on investments                     2,679,881             139,095        548,903            52,644       1,939,239
                                          --------------- ------------------- --------------  ---------------- ---------------

NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING FROM OPERATIONS           $3,223,311            $262,037       $707,441          $114,364      $2,139,469
                                          =============== =================== ==============  ================ ===============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                            129

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                            ALGER
                                           -----------------------------------------------------------------------------------
                                                               American         American                         American
                                               Total            Small            MidCap         American         Leveraged
                                               Alger        Capitalization       Growth          Growth           AllCap
                                           -------------- ------------------ -------------- ---------------- -----------------

<S>                                            <C>                  <C>            <C>            <C>                 <C>
INVESTMENT INCOME
Dividends from mutual funds                    $  323,895           $218,789       $ 55,945       $   49,161          $      -
Less valuation period deductions
    (Note B)                                      141,930             51,004         28,138           48,785            14,003
                                           -------------- ------------------ -------------- ---------------- -----------------
Net investment income (loss)                      181,965            167,785         27,807              376           (14,003)
                                           -------------- ------------------ -------------- ---------------- -----------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                                   894,818            114,651        228,363          237,727           314,077
Net unrealized gains (losses) on
    investments                                 1,647,989            483,518        246,489          970,056           (52,074)
                                           -------------- ------------------ -------------- ---------------- -----------------
Net realized and unrealized gains
    (losses) on investments                     2,542,807            598,169        474,852        1,207,783           262,003
                                           -------------- ------------------ -------------- ---------------- -----------------

NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING FROM OPERATIONS           $2,724,772           $765,954       $502,659       $1,208,159          $248,000
                                           ============== ================== ============== ================ =================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           130

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                        FIDELITY
                                     -------------------------------------------------------------------------------------
                                         Total         Asset                                       Money
                                       Fidelity       Manager        Growth       Overseas        Market       Index 500
                                     ------------- -------------  ------------- -------------  ------------- -------------

<S>                                     <C>             <C>          <C>             <C>            <C>         <C>
INVESTMENT INCOME
Dividends from mutual funds             $2,094,346      $204,696     $  274,868      $451,874       $764,538    $  398,370
Less valuation period deductions
    (Note B)                               461,022        27,097         91,298        60,714        107,253       174,660
                                     ------------- -------------  ------------- -------------  ------------- -------------
Net investment income (loss)             1,633,324       177,599        183,570       391,160        657,285       223,710
                                     ------------- -------------  ------------- -------------  ------------- -------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                          1,320,426        33,000        662,436       332,544              -       292,446
Net unrealized gains (losses) on
    investments                          6,476,412       350,408      1,347,793      (305,456)             -     5,083,667
                                     ------------- -------------  ------------- -------------  ------------- -------------
Net realized and unrealized gains
    (losses) on investments              7,796,838       383,408      2,010,229        27,088              -     5,376,113
                                     ------------- -------------  ------------- -------------  ------------- -------------

NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING FROM OPERATIONS    $9,430,162      $561,007     $2,193,799      $418,248       $657,285    $5,599,823
                                     ============= =============  ============= =============  ============= =============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           131

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                           INVESCO
                                          -------------------------------------------------------------------------------
                                               Total           Total           Equity
                                              INVESCO         Return           Income        High Yield      Utilities
                                          --------------- ---------------  --------------- --------------- --------------

<S>                                            <C>               <C>              <C>             <C>            <C>
INVESTMENT INCOME
Dividends from mutual funds                    $1,039,818        $ 76,461         $417,376        $519,369       $ 26,612
Less valuation period deductions
    (Note B)                                       67,625          12,921           27,525          23,478          3,701
                                          --------------- ---------------  --------------- --------------- --------------
Net investment income (loss)                      972,193          63,540          389,851         495,891         22,911
                                          --------------- ---------------  --------------- --------------- --------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                                   523,956          46,241          116,951         269,799         90,965
Net unrealized gains (losses) on
    investments                                   298,662         203,429          324,767        (253,231)        23,697
                                          --------------- ---------------  --------------- --------------- --------------
Net realized and unrealized gains
    (losses) on investments                       822,618         249,670          441,718          16,568        114,662
                                          --------------- ---------------  --------------- --------------- --------------

NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING FROM OPERATIONS           $1,794,811        $313,210         $831,569        $512,459       $137,573
                                          =============== ===============  =============== =============== ==============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           132

<PAGE>


                        Security Life Separate Account L1

                       Statement of Operations (continued)

                          Year Ended December 31, 1997



                                                  VAN ECK
                                      ---------------------------------------

                                         Total     Worldwide       Worldwide
                                       Van Eck     Balanced      Hard Assets
                                      ---------  ------------  --------------

INVESTMENT INCOME
Dividends from mutual funds             $21,903      $  9,006        $ 12,897
Less valuation period deductions
    (Note B)                              7,743         3,329           4,414
                                      ---------  ------------  --------------
Net investment income (loss)             14,160         5,677           8,483
                                      ---------  ------------  --------------

REALIZED AND UNREALIZED GAINS
    (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
    investments                          53,889        37,785          16,104
Net unrealized gains (losses) on
    investments                         (53,508)        4,122         (57,630)
                                      ---------  ------------  --------------
Net realized and unrealized gains
    (losses) on investments                 381        41,907         (41,526)
                                      ---------  ------------  --------------

NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING FROM OPERATIONS    $14,541       $47,584        $(33,043)
                                      =========  ============  ==============


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           133

<PAGE>



                        Security Life Separate Account L1

                       Statement of Changes in Net Assets

                          Year Ended December 31, 1999


<TABLE>
<CAPTION>

                                     Total
                                      All            Total         Total         Total          Total       Total          Total
                                   Divisions           NB          Alger        Fidelity       INVESCO     Van Eck          AIM
                                 ------------- -------------- -------------- ------------- ------------- ----------- --------------

<S>                               <C>             <C>           <C>           <C>            <C>          <C>           <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)      $15,975,284     $ 1,752,701   $  6,768,070  $  6,279,181   $   911,565  $    3,012    $   260,755
Net realized gains (losses) on
  investments                       18,191,446        557,950      5,023,269    11,358,812     1,094,239      73,144         84,032
Net unrealized gains (losses) on
  investments                       55,998,041      3,797,732     17,500,945    30,152,442     2,135,798   1,374,192      1,036,932
                                 ------------- -------------- -------------- ------------- ------------- ----------- --------------
Increase in net assets from
  operations                        90,164,771      6,108,383     29,292,284    47,790,435     4,141,602   1,450,348      1,381,719
                                 ------------- -------------- -------------- ------------- ------------- ----------- --------------

CHANGES FROM PRINCIPAL
  TRANSACTIONS
Net premiums                       162,042,407      9,691,552     19,246,531   115,810,413    12,770,723   1,311,620      3,211,568
Cost of insurance and
  administrative charges           (20,649,015)    (2,172,531)    (3,837,369)  (11,622,709)   (2,460,819)   (173,456)      (382,131)
Benefit payments                      (542,037)             -              -      (542,037)            -           -              -
Surrenders                         (15,066,657)    (1,529,928)    (3,447,763)   (7,887,081)   (1,567,128)    (33,331)      (601,426)
Net transfers among divisions
  (including the loan division
  and guaranteed interest
  division in the general
  account)                              91,435     (5,513,893)    13,797,533   (17,535,989)    2,140,348   1,919,235      5,284,201
Other                                  231,958         45,648         34,663       146,782       (17,068)     12,762          9,171
                                 ------------- -------------- -------------- ------------- ------------- ----------- --------------
Increase from principal
  transactions                     126,108,091        520,848     25,793,595    78,369,379    10,866,056   3,036,830      7,521,383
                                 ------------- -------------- -------------- ------------- ------------- ----------- --------------

Total increase in net assets       216,272,862      6,629,231     55,085,879   126,159,814    15,007,658   4,487,178      8,903,102

Net assets at beginning of year    305,030,106     47,067,751     54,428,521   168,285,929    29,630,753   1,816,999      3,800,153
                                 ------------- -------------- -------------- ------------- ------------- ----------- --------------

Net assets at end of year         $521,302,968    $53,696,982   $109,514,400  $294,445,743   $44,638,411  $6,304,177    $12,703,255
                                 ============= ============== ============== ============= ============= =========== ==============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           134

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1999


<TABLE>
<CAPTION>

                                                                              NB
                                             --------------------------------------------------------------------------
                                                      Total          Limited
                                                        NB        Maturity Bond           Growth             Partners
                                             ------------------ ---------------  ------------------  ------------------

<S>                                                 <C>             <C>                 <C>                 <C>
INCREASE IN NET ASSETS

OPERATIONS
Net investment income (loss)                        $ 1,752,701     $   802,897         $   382,777         $   567,027
Net realized gains (losses) on
   investments                                          557,950        (293,615)            318,964             532,601
Net unrealized gains (losses) on
   investments                                        3,797,732        (423,477)          3,714,218             506,991
                                             ------------------ ---------------  ------------------  ------------------
Increase in net assets from
   operations                                         6,108,383          85,805           4,415,959           1,606,619
                                             ------------------ ---------------  ------------------  ------------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                          9,691,552       2,691,658           1,968,259           5,031,635
Cost of insurance and
   administrative charges                            (2,172,531)       (532,487)           (382,030)         (1,258,014)
Benefit payments
Surrenders                                           (1,529,928)     (1,033,731)           (175,255)           (320,942)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                              (5,513,893)     (5,610,959)         (1,798,195)          1,895,261
Other                                                    45,648          22,193              21,256               2,199
                                             ------------------ ---------------  ------------------  ------------------
Increase from principal
   transactions                                         520,848      (4,463,326)           (365,965)          5,350,139
                                             ------------------ ---------------  ------------------  ------------------

Total increase in net assets                          6,629,231      (4,377,521)          4,049,994           6,956,758

Net assets at beginning of year                      47,067,751      15,578,349           9,026,160          22,463,242
                                             ------------------ ---------------  ------------------  ------------------

Net assets at end of year                           $53,696,982     $11,200,828         $13,076,154         $29,420,000
                                             ================== ===============  ==================  ==================
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                            135

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                           ALGER
                                      ------------------------------------------------------------------------------------------
                                                             American           American                           American
                                            Total              Small             MidCap           American         Leveraged
                                            Alger         Capitalization         Growth            Growth           AllCap
                                      ------------------ -----------------  ----------------  ---------------- -----------------

<S>                                         <C>                <C>               <C>               <C>               <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                $  6,768,070       $ 2,058,314       $ 1,547,583       $ 2,530,830       $   631,343
Net realized gains (losses) on
   investments                                 5,023,269            94,825           322,974         2,007,625         2,597,845
Net unrealized gains (losses) on
   investments                                17,500,945         5,993,398         2,015,333         4,584,649         4,907,565
                                      ------------------ -----------------  ----------------  ---------------- -----------------
Increase in net assets from
   operations                                 29,292,284         8,146,537         3,885,890         9,123,104         8,136,753
                                      ------------------ -----------------  ----------------  ---------------- -----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                  19,246,531         4,618,903         3,508,936         7,654,291         3,464,401
Cost of insurance and
   administrative charges                     (3,837,369)         (957,053)         (661,896)       (1,597,077)         (621,343)
Benefit payments
Surrenders                                    (3,447,763)         (986,740)         (286,174)       (1,594,894)         (579,955)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                       13,797,533         1,461,610         1,637,697         4,904,801         5,793,425
Other                                             34,663            (6,873)          (17,173)          (10,341)           69,050
                                      ------------------ -----------------  ----------------  ---------------- -----------------
Increase from principal
   transactions                               25,793,595         4,129,847         4,181,390         9,356,780         8,125,578
                                      ------------------ -----------------  ----------------  ---------------- -----------------

Total increase in net assets                  55,085,879        12,276,384         8,067,280        18,479,884        16,262,331

Net assets at beginning of year               54,428,521        15,503,371         9,220,207        22,903,614         6,801,329
                                      ------------------ -----------------  ----------------  ---------------- -----------------

Net assets at end of year                   $109,514,400       $27,779,755       $17,287,487       $41,383,498       $23,063,660
                                      ================== =================  ================  ================ =================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                            136

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                        FIDELITY
                                  -----------------------------------------------------------------------------------------------
                                       Total           Asset                                         Money
                                     Fidelity         Manager         Growth        Overseas         Market         Index 500
                                  --------------- --------------- -------------- --------------- --------------  ----------------

<S>                                  <C>              <C>            <C>             <C>            <C>              <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)        $   6,279,181     $   714,882    $ 3,199,633     $   631,807    $ 1,089,493      $    643,366
Net realized gains (losses) on
   investments                         11,358,812         122,474      7,459,882         553,230              -         3,223,226
Net unrealized gains (losses) on
   investments                         30,152,442         316,538      3,509,953       8,740,414              -        17,585,537
                                  --------------- --------------- -------------- --------------- --------------  ----------------
Increase in net assets from
   operations                          47,790,435       1,153,894     14,169,468       9,925,451      1,089,493        21,452,129
                                  --------------- --------------- -------------- --------------- --------------  ----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                          115,810,413       3,791,052      9,969,268       5,963,624     62,143,060        33,943,409
Cost of insurance and
   administrative charges             (11,622,709)       (604,489)    (1,912,531)     (1,071,163)    (2,273,369)       (5,761,157)
Benefit payments                         (542,037)              -              -               -       (542,037)                -
Surrenders                             (7,887,081)       (641,428)    (1,308,922)     (1,227,419)    (1,281,819)       (3,427,493)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)               (17,535,989)       (349,280)     4,285,808         788,107    (42,741,942)       20,481,318
Other                                     146,782           3,430         54,597          23,794         (8,230)           73,191
                                  --------------- --------------- -------------- --------------- --------------  ----------------
Increase from principal
   transactions                        78,369,379       2,199,285     11,088,220       4,476,943     15,295,663        45,309,268
                                  --------------- --------------- -------------- --------------- --------------  ----------------

Total increase in net assets          126,159,814       3,353,179     25,257,688      14,402,394     16,385,156        66,761,397

Net assets at beginning of year       168,285,929      10,237,279     32,900,142      20,581,887     18,412,252        86,154,369
                                  --------------- --------------- -------------- --------------- --------------  ----------------

Net assets at end of year            $294,445,743     $13,590,458    $58,157,830     $34,984,281    $34,797,408      $152,915,766
                                  =============== =============== ============== =============== ==============  ================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           137

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                         INVESCO
                                         ------------------------------------------------------------------------------------------
                                            Total           Total          Equity                                      Small Company
                                           INVESCO         Return          Income        High Yield       Utilities       Growth
                                         ----------- --------------- --------------- ---------------  -------------- --------------

<S>                                      <C>             <C>             <C>              <C>             <C>            <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)             $   911,565     $   204,816     $   154,625      $  553,193      $   13,269     $  (14,338)
Net realized gains (losses) on
   investments                             1,094,239         286,623         506,767        (241,611)        304,911        237,549
Net unrealized gains (losses) on
   investments                             2,135,798        (923,083)        965,264         379,005         179,598      1,535,014
                                         ----------- --------------- --------------- ---------------  -------------- --------------
Increase (decrease) in net assets from
   operations                              4,141,602        (431,644)      1,626,656         690,587         497,778      1,758,225
                                         ----------- --------------- --------------- ---------------  -------------- --------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                              12,770,723       4,580,034       4,374,844       1,987,501       1,127,118        701,226
Cost of insurance and
   administrative charges                 (2,460,819)       (764,047)       (922,117)       (471,532)       (198,877)      (104,246)
Benefit payments
Surrenders                                (1,567,128)       (239,246)       (333,959)       (155,182)       (820,016)       (18,725)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                    2,140,348        (854,496)        643,961        (518,177)      1,491,088      1,377,972
Other                                        (17,068)         (9,279)        (21,837)          4,698           3,264          6,086
                                         ----------- --------------- --------------- ---------------  -------------- --------------
Increase from principal
   transactions                           10,866,056       2,712,966       3,740,892         847,308       1,602,577      1,962,313
                                         ----------- --------------- --------------- ---------------  -------------- --------------

Total increase in net assets              15,007,658       2,281,322       5,367,548       1,537,895       2,100,355      3,720,538

Net assets at beginning of year           29,630,753       8,105,328      10,853,005       7,882,782       2,040,960        748,678
                                         ----------- --------------- --------------- ---------------  -------------- --------------

Net assets at end of year                $44,638,411     $10,386,650     $16,220,553      $9,420,677      $4,141,315     $4,469,216
                                         =========== =============== =============== ===============  ============== ==============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           138

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1999




<TABLE>
<CAPTION>

                                                                            VAN ECK
                                          ---------------------------------------------------------------------------------
                                                             Worldwide                        Worldwide        Worldwide
                                               Total           Hard           Worldwide        Emerging          Real
                                              Van Eck         Assets            Bond           Markets          Estate
                                          --------------- ---------------  --------------- ---------------- ---------------

<S>                                            <C>             <C>                <C>            <C>               <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                   $    3,012      $    3,939         $  9,896       $  (10,886)       $     63
Net realized gains (losses) on
   investments                                     73,144        (313,009)         (25,853)         410,384           1,622
Net unrealized gains (losses) on
   investments                                  1,374,192         592,123           (9,920)         809,962         (17,973)
                                          --------------- ---------------  --------------- ---------------- ---------------
Increase (decrease) in net assets from
   operations                                   1,450,348         283,053          (25,877)       1,209,460         (16,288)
                                          --------------- ---------------  --------------- ---------------- ---------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                    1,311,620         441,045          253,322          416,537         200,716
Cost of insurance and
   administrative charges                        (173,456)        (86,064)         (17,509)         (56,532)        (13,351)
Benefit payments
Surrenders                                        (33,331)        (23,325)               -           (5,545)         (4,461)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                         1,919,235         602,367          (80,721)       1,091,100         306,489
Other                                              12,762          15,247             (819)          (2,117)            451
                                          --------------- ---------------  --------------- ---------------- ---------------
Increase from principal
   transactions                                 3,036,830         949,270          154,273        1,443,443         489,844
                                          --------------- ---------------  --------------- ---------------- ---------------

Total increase in net assets                    4,487,178       1,232,323          128,396        2,652,903         473,556

Net assets at beginning of year                 1,816,999       1,073,755          205,807          461,156          76,281
                                          --------------- ---------------  --------------- ---------------- ---------------

Net assets at end of year                      $6,304,177      $2,306,078         $334,203       $3,114,059        $549,837
                                          =============== ===============  =============== ================ ===============
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           139

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1999




                                                          AIM
                                        --------------------------------------
                                            Total      Capital      Government
                                             AIM     Appreciation   Securities
                                        ------------ ------------- -----------

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)             $   260,755    $   94,178  $  166,577
Net realized gains (losses) on
   investments                                84,032        92,256      (8,224)
Net unrealized gains (losses) on
   investments                             1,036,932     1,257,369    (220,437)
                                        ------------ ------------- -----------
Increase (decrease) in net assets from
   operations                              1,381,719     1,443,803     (62,084)
                                        ------------ ------------- -----------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                               3,211,568     1,497,094   1,714,474
Cost of insurance and
   administrative charges                   (382,131)     (216,619)   (165,512)
Benefit payments
Surrenders                                  (601,426)      (18,584)   (582,842)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                    5,284,201     1,391,719   3,892,482
Other                                          9,171         7,073       2,098
                                        ------------ ------------- -----------
Increase from principal
   transactions                            7,521,383     2,660,683   4,860,700
                                        ------------ ------------- -----------

Total increase in net assets               8,903,102     4,104,486   4,798,616

Net assets at beginning of year            3,800,153     1,204,436   2,595,717
                                        ------------ ------------- -----------

Net assets at end of year                $12,703,255    $5,308,922  $7,394,333
                                        ============ ============= ===========

See accompanying notes.

- --------------------------------------------------------------------------------
Strategic Advantage II                           140

<PAGE>



                        Security Life Separate Account L1

                       Statement of Changes in Net Assets

                          Year Ended December 31, 1998


<TABLE>
<CAPTION>

                                      Total
                                       All           Total        Total         Total          Total        Total       Total
                                    Divisions         NB          Alger        Fidelity       INVESCO      Van Eck       AIM
                                    ------------ ----------------------------------------- ------------- ------------------------

<S>                                 <C>            <C>           <C>          <C>            <C>           <C>         <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)        $ 16,007,172   $ 3,982,203   $ 4,326,660  $  5,972,694   $ 1,463,539   $  178,227  $   83,849
Net realized gains (losses) on
   investments                         8,536,274       347,823     1,685,294     6,403,348       355,780     (260,570)      4,599
Net unrealized gains (losses) on
   investments                        18,766,977    (2,323,636)    5,825,800    15,230,082       248,681     (368,037)    154,087
                                    ------------ ----------------------------------------- ------------- ------------------------
Increase (decrease) in net assets
   from operations                    43,310,423     2,006,390    11,837,754    27,606,124     2,068,000     (450,380)    242,535
                                    ------------ ----------------------------------------- ------------- ------------------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                         128,820,440    12,563,792    13,089,164    92,335,231     8,092,294      875,501   1,864,458
Cost of insurance and
   administrative charges            (14,458,798)   (2,063,802)   (2,525,683)   (8,200,381)   (1,481,570)    (108,634)    (78,728)
Benefit payments                        (306,862)      (11,220)      (26,492)     (259,989)       (9,161)           -           -
Surrenders                           (10,842,736)     (725,767)     (859,454)   (8,654,377)     (586,533)     (15,198)     (1,407)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)               (3,936,799)    8,461,193     4,831,250   (25,231,056)    6,011,967      216,552   1,773,295
Other                                    (41,582)      (87,331)      (18,626)       54,208         9,107        1,060           -
                                    ------------ ----------------------------------------- ------------- ------------------------
Increase (decrease) from principal
   transactions                       99,233,663    18,136,865    14,490,159    50,043,636    12,036,104      969,281   3,557,618
                                    ------------ ----------------------------------------- ------------- ------------------------

Total increase (decrease) in net
   assets                            142,544,086    20,143,255    26,327,913    77,649,760    14,104,104      518,901   3,800,153

Net assets at beginning of year      162,486,020    26,924,496    28,100,608    90,636,169    15,526,649    1,298,098           -
                                    ------------ ----------------------------------------- ------------- ------------------------

Net assets at end of year           $305,030,106   $47,067,751   $54,428,521  $168,285,929   $29,630,753   $1,816,999  $3,800,153
                                    ============ ========================================= ============= ========================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           141

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998



<TABLE>
<CAPTION>

                                                                              NB
                                          -----------------------------------------------------------------------------------------
                                                Total             Limited                           Government
                                                 NB            Maturity Bond         Growth           Income          Partners
                                          ----------------- ------------------- ---------------- ----------------  ----------------

<S>                                             <C>                 <C>               <C>                <C>            <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                    $ 3,982,203         $   322,085       $1,526,449         $133,352       $ 2,000,317
Net realized gains (losses) on
   investments                                      347,823              10,003         (264,148)         (53,894)          655,862
Net unrealized gains (losses) on
   investments                                   (2,323,636)             59,369          (81,576)         (60,954)       (2,240,475)
                                          ----------------- ------------------- ---------------- ----------------  ----------------
Increase (decrease) in net assets
   from operations                                2,006,390             391,457        1,180,725           18,504           415,704
                                          ----------------- ------------------- ---------------- ----------------  ----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                     12,563,792           3,839,599        2,578,265           31,593         6,114,335
Cost of insurance and
   administrative charges                        (2,063,802)           (492,782)        (393,894)         (14,839)       (1,162,287)
Benefit payments                                    (11,220)                  -                -                -           (11,220)
Surrenders                                         (725,767)            (15,922)        (419,497)          (3,243)         (287,105)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                           8,461,193           5,212,588          513,663         (894,126)        3,629,068
Other                                               (87,331)            (31,757)           3,226          (31,566)          (27,234)
                                          ----------------- ------------------- ---------------- ----------------  ----------------
Increase (decrease) from principal
   transactions                                  18,136,865           8,511,726        2,281,763         (912,181)        8,255,557
                                          ----------------- ------------------- ---------------- ----------------  ----------------

Total increase (decrease) in net assets          20,143,255           8,903,183        3,462,488         (893,677)        8,671,261

Net assets at beginning of year                  26,924,496           6,675,166        5,563,672          893,677        13,791,981
                                          ----------------- ------------------- ---------------- ----------------  ----------------

Net assets at end of year                       $47,067,751         $15,578,349       $9,026,160         $      -       $22,463,242
                                          ================= =================== ================ ================  ================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                            142

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                           ALGER
                                          ----------------------------------------------------------------------------------------
                                                                 American         American                            American
                                                Total             Small            MidCap           American         Leveraged
                                                Alger         Capitalization       Growth            Growth            AllCap
                                          ----------------- ------------------ ---------------  ----------------  ----------------

<S>                                             <C>                <C>              <C>              <C>                <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                    $ 4,326,660        $ 1,585,785      $  539,729       $ 2,083,336        $  117,810
Net realized gains (losses) on
   investments                                    1,685,294            186,963         316,932           915,872           265,527
Net unrealized gains (losses) on
   investments                                    5,825,800            166,990       1,022,340         3,099,428         1,537,042
                                          ----------------- ------------------ ---------------  ----------------  ----------------
Increase (decrease) in net assets
   from operations                               11,837,754          1,939,738       1,879,001         6,098,636         1,920,379
                                          ----------------- ------------------ ---------------  ----------------  ----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                     13,089,164          4,154,774       2,573,424         5,298,963         1,062,003
Cost of insurance and
   administrative charges                        (2,525,683)          (803,988)       (473,224)         (989,260)         (259,211)
Benefit payments                                    (26,492)           (14,248)        (12,244)                -                 -
Surrenders                                         (859,454)          (196,345)       (376,263)         (216,867)          (69,979)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                           4,831,250            (35,168)        528,261         3,094,366         1,243,791
Other                                               (18,626)              (504)        (14,286)            1,597            (5,433)
                                          ----------------- ------------------ ---------------  ----------------  ----------------
Increase (decrease) from principal
   transactions                                  14,490,159          3,104,521       2,225,668         7,188,799         1,971,171
                                          ----------------- ------------------ ---------------  ----------------  ----------------

Total increase (decrease) in net assets          26,327,913          5,044,259       4,104,669        13,287,435         3,891,550

Net assets at beginning of year                  28,100,608         10,459,112       5,115,538         9,616,179         2,909,779
                                          ----------------- ------------------ ---------------  ----------------  ----------------

Net assets at end of year                       $54,428,521        $15,503,371      $9,220,207       $22,903,614        $6,801,329
                                          ================= ================== ===============  ================  ================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                            143

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                        FIDELITY
                                      ---------------------------------------------------------------------------------------------
                                           Total           Asset                                          Money
                                         Fidelity         Manager         Growth         Overseas        Market        Index 500
                                      ---------------  -------------- --------------- -------------- --------------- --------------

<S>                                      <C>              <C>             <C>            <C>             <C>            <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)             $  5,972,694     $   745,317     $ 2,480,616    $   886,122     $   713,205    $ 1,147,434
Net realized gains (losses) on
   investments                              6,403,348          20,247       1,534,000        298,379               -      4,550,722
Net unrealized gains (losses) on
   investments                             15,230,082         315,702       4,444,805        707,398               -      9,762,177
                                      ---------------  -------------- --------------- -------------- --------------- --------------
Increase (decrease) in net assets
   from operations                         27,606,124       1,081,266       8,459,421      1,891,899         713,205     15,460,333
                                      ---------------  -------------- --------------- -------------- --------------- --------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                               92,335,231       2,713,832       8,443,426      5,709,711      55,421,815     20,046,447
Cost of insurance and
   administrative charges                  (8,200,381)       (490,838)     (1,358,671)      (939,010)     (1,769,895)    (3,641,967)
Benefit payments                             (259,989)              -          (8,890)        (8,379)       (240,733)        (1,987)
Surrenders                                 (8,654,377)       (652,157)     (2,494,098)      (438,536)     (2,335,262)    (2,734,324)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                   (25,231,056)      1,440,884       1,798,160      2,169,798     (48,429,964)    17,790,066
Other                                          54,208           7,219         (14,128)       (29,375)         39,827         50,665
                                      ---------------  -------------- --------------- -------------- --------------- --------------
Increase (decrease) from principal
   transactions                            50,043,636       3,018,940       6,365,799      6,464,209       2,685,788     31,508,900
                                      ---------------  -------------- --------------- -------------- --------------- --------------

Total increase (decrease) in net assets    77,649,760       4,100,206      14,825,220      8,356,108       3,398,993     46,969,233

Net assets at beginning of year            90,636,169       6,137,073      18,074,922     12,225,779      15,013,259     39,185,136
                                      ---------------  -------------- --------------- -------------- --------------- --------------

Net assets at end of year                $168,285,929     $10,237,279     $32,900,142    $20,581,887     $18,412,252    $86,154,369
                                      ===============  ============== =============== ============== =============== ==============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           144

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                         INVESCO
                                     --------------------------------------------------------------------------------------------
                                                                                                                        Small
                                         Total           Total          Equity                                         Company
                                        INVESCO          Return         Income         High Yield      Utilities       Growth
                                     --------------  -------------- ---------------  -------------- --------------- -------------

<S>                                     <C>              <C>            <C>              <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)            $ 1,463,539      $  271,636     $   453,496      $   720,665     $   18,328      $   (586)
Net realized gains (losses) on
   investments                              355,780         136,473         342,342        (151,382)         35,245        (6,898)
Net unrealized gains (losses) on
   investments                              248,681          73,689         359,519        (541,125)        282,500        74,098
                                     --------------  -------------- ---------------  -------------- --------------- -------------
Increase (decrease) in net assets
   from operations                        2,068,000         481,798       1,155,357          28,158         336,073        66,614
                                     --------------  -------------- ---------------  -------------- --------------- -------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                              8,092,294       2,104,849       3,170,236       2,297,048         435,105        85,056
Cost of insurance and
   administrative charges                (1,481,570)       (425,176)       (567,563)       (389,895)        (87,692)      (11,244)
Benefit payments                             (9,161)              -          (9,161)              -               -             -
Surrenders                                 (586,533)        (56,509)       (192,220)       (329,292)         (8,210)         (302)
Net transfers among divisions
   (including the loan division and
   Guaranteed interest division in
   the general account)                   6,011,967       2,955,200       1,315,595         931,519         201,017       608,636
Other                                         9,107             556          22,617         (18,840)          4,856           (82)
                                     --------------  -------------- ---------------  -------------- --------------- -------------
Increase (decrease) from principal
   transactions                          12,036,104       4,578,920       3,739,504       2,490,540         545,076       682,064
                                     --------------  -------------- ---------------  -------------- --------------- -------------

Total increase (decrease) in net assets  14,104,104       5,060,718       4,894,861       2,518,698         881,149       748,678

Net assets at beginning of year          15,526,649       3,044,610       5,958,144       5,364,084       1,159,811             -
                                     --------------  -------------- ---------------  -------------- --------------- -------------

Net assets at end of year               $29,630,753      $8,105,328     $10,853,005      $7,882,782      $2,040,960      $748,678
                                     ==============  ============== ===============  ============== =============== =============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           145

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998




<TABLE>
<CAPTION>

                                                                         VAN ECK
                                     --------------------------------------------------------------------------------------------
                                                                        Worldwide                       Worldwide      Worldwide
                                          Total         Worldwide          Hard         Worldwide       Emerging         Real
                                         Van Eck         Balanced         Assets          Bonds         Markets         Estate
                                     ---------------  -------------- ---------------- -------------- -------------- -------------

<S>                                       <C>              <C>             <C>              <C>           <C>             <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)              $  178,227       $  44,624       $  135,776       $   (212)     $  (1,736)      $  (225)
Net realized gains (losses) on
   investments                              (260,570)          4,682         (162,110)           130       (101,436)       (1,836)
Net unrealized gains (losses) on
   investments                              (368,037)        (23,403)        (395,698)         3,953         47,140           (29)
                                     ---------------  -------------- ---------------- -------------- -------------- -------------
Increase (decrease) in net assets
   from operations                          (450,380)         25,903         (422,032)         3,871        (56,032)       (2,090)
                                     ---------------  -------------- ---------------- -------------- -------------- -------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                 875,501          (1,347)         571,430        129,336        137,102        38,980
Cost of insurance and
   administrative charges                   (108,634)         (9,423)         (86,867)        (1,544)        (7,777)       (3,023)
Benefit payments                                   -               -                -              0              0             0
Surrenders                                   (15,198)         (3,105)         (11,871)             0              0          (222)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                      216,552        (399,466)         111,286         74,151        387,960        42,621
Other                                          1,060              90            1,059             (7)           (97)           15
                                     ---------------  -------------- ---------------- -------------- -------------- -------------
Increase (decrease) from principal
   transactions                              969,281        (413,251)         585,037        201,936        517,188        78,371
                                     ---------------  -------------- ---------------- -------------- -------------- -------------

Total increase (decrease) in net assets      518,901        (387,348)         163,005        205,807        461,156        76,281

Net assets at beginning of year            1,298,098         387,348          910,750              -              -             -
                                     ---------------  -------------- ---------------- -------------- -------------- -------------

Net assets at end of year                 $1,816,999       $       -       $1,073,755       $205,807      $ 461,156       $76,281
                                     ===============  ============== ================ ============== ============== =============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           146

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998




                                                              AIM
                                         --------------------------------------
                                             Total      Capital     Government
                                              AIM     Appreciation  Securities
                                         ------------ ------------ ------------

INCREASE (DECREASE) IN NET ASSETS

Operations
Net investment income (loss)               $   83,849   $   24,053   $   59,796
Net realized gains (losses) on
   investments                                  4,599       (3,315)       7,914
Net unrealized gains (losses) on
   investments                                154,087      119,225       34,862
                                         ------------ ------------ ------------
Increase (decrease) in net assets
   from operations                            242,535      139,963      102,572
                                         ------------ ------------ ------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                1,864,458      329,635    1,534,823
Cost of insurance and
   administrative charges                     (78,728)     (28,940)     (49,788)
Benefit payments                                    -            -            -
Surrenders                                     (1,407)      (1,407)           -
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                     1,773,295      765,185    1,008,110
Other                                               -            -            -
                                         ------------ ------------ ------------
Increase (decrease) from principal
   transactions                             3,557,618    1,064,473    2,493,145
                                         ------------ ------------ ------------

Total increase (decrease) in net assets     3,800,153    1,204,436    2,595,717

Net assets at beginning of year                     -            -            -
                                         ------------ ------------ ------------

Net assets at end of year                  $3,800,153   $1,204,436   $2,595,717
                                         ============ ============ ============


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           147

<PAGE>



                        Security Life Separate Account L1

                       Statement of Changes in Net Assets

                          Year Ended December 31, 1997


<TABLE>
<CAPTION>

                                          Total
                                           All            Total          Total           Total           Total          Total
                                        Divisions           NB           Alger          Fidelity        INVESCO        Van Eck
                                        ------------  -------------- --------------  -------------- --------------- -------------

<S>                                     <C>              <C>            <C>             <C>             <C>            <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)            $  3,345,072     $   543,430    $   181,965     $ 1,633,324     $   972,193    $   14,160
Net realized gains (losses) on
   investments                             3,199,375         406,286        894,818       1,320,426         523,956        53,889
Net unrealized gains (losses) on
   investments                            10,643,150       2,273,595      1,647,989       6,476,412         298,662       (53,508)
                                        ------------  -------------- --------------  -------------- --------------- -------------
Increase (decrease) in net assets from
   operations                             17,187,597       3,223,311      2,724,772       9,430,162       1,794,811        14,541
                                        ------------  -------------- --------------  -------------- --------------- -------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                             104,747,260       5,555,766      6,944,048      89,309,110       2,683,620       254,716
Cost of insurance and
   administrative charges                 (8,284,944)       (957,887)    (1,466,664)     (5,155,026)       (614,145)      (91,222)
Benefit payments                            (406,386)        (20,591)       (63,369)       (322,263)           (163)            -
Surrenders                                (1,977,696)       (146,698)      (412,252)     (1,294,484)       (112,699)      (11,563)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                   (6,642,529)      8,721,432      9,006,938     (32,708,946)      7,796,299       541,748
Other                                          5,891           9,817         11,046         (21,999)         11,180        (4,153)
                                        ------------  -------------- --------------  -------------- --------------- -------------
Increase (decrease) from principal
   transactions                           87,441,596      13,161,839     14,019,747      49,806,392       9,764,092       689,526
                                        ------------  -------------- --------------  -------------- --------------- -------------

Total increase (decrease) in net assets  104,629,193      16,385,150     16,744,519      59,236,554      11,558,903       704,067

Net assets at beginning of year           57,856,827      10,539,346     11,356,089      31,399,615       3,967,746       594,031
                                        ------------  -------------- --------------  -------------- --------------- -------------

Net assets at end of year               $162,486,020     $26,924,496    $28,100,608     $90,636,169     $15,526,649    $1,298,098
                                        ============  ============== ==============  ============== =============== =============
</TABLE>



See accompanying notes.



- --------------------------------------------------------------------------------
Strategic Advantage II                           148

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                              NB
                                          -----------------------------------------------------------------------------------------
                                                Total             Limited                           Government
                                                 NB            Maturity Bond         Growth           Income           Partners
                                          ----------------- ------------------- ---------------- ----------------  ----------------

<S>                                             <C>                  <C>              <C>             <C>               <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                    $   543,430          $  122,942       $  158,538      $    61,720       $   200,230
Net realized gains (losses) on
   investments                                      406,286             (20,056)          14,997           25,762           385,583
Net unrealized gains (losses) on
   investments                                    2,273,595             159,151          533,906           26,882         1,553,656
                                          ----------------- ------------------- ---------------- ----------------  ----------------
Increase (decrease) in net assets from
   operations                                     3,223,311             262,037          707,441          114,364         2,139,469
                                          ----------------- ------------------- ---------------- ----------------  ----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                      5,555,766           1,332,125        1,158,704          324,257         2,740,680
Cost of insurance and
   administrative charges                          (957,887)           (163,472)        (219,117)         (62,075)         (513,223)
Benefit payments                                    (20,591)                  -                -                -           (20,591)
Surrenders                                         (146,698)             (3,761)         (71,838)            (792)          (70,307)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                           8,721,432           2,758,363        2,141,068       (1,023,987)        4,845,988
Other                                                 9,817              (2,202)          11,700           (6,404)            6,723
                                          ----------------- ------------------- ---------------- ----------------  ----------------
Increase (decrease) from principal
   transactions                                  13,161,839           3,921,053        3,020,517         (769,001)        6,989,270
                                          ----------------- ------------------- ---------------- ----------------  ----------------

Total increase (decrease)  in net assets         16,385,150           4,183,090        3,727,958         (654,637)        9,128,739

Net assets at beginning of year                  10,539,346           2,492,076        1,835,714        1,548,314         4,663,242
                                          ----------------- ------------------- ---------------- ----------------  ----------------

Net assets at end of year                       $26,924,496          $6,675,166       $5,563,672      $   893,677       $13,791,981
                                          ================= =================== ================ ================  ================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                            149

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                           ALGER
                                          --------------------------------------------------------------------------------------
                                                                 American         American                          American
                                                Total             Small            MidCap          American        Leveraged
                                                Alger         Capitalization       Growth           Growth           AllCap
                                          ----------------- ------------------ ---------------  --------------- ----------------

<S>                                             <C>                <C>              <C>              <C>              <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                    $   181,965        $   167,785      $   27,807       $      376       $  (14,003)
Net realized gains (losses) on
   investments                                      894,818            114,651         228,363          237,727          314,077
Net unrealized gains (losses) on
   investments                                    1,647,989            483,518         246,489          970,056          (52,074)
                                          ----------------- ------------------ ---------------  --------------- ----------------
Increase (decrease) in net assets from
   operations                                     2,724,772            765,954         502,659        1,208,159          248,000
                                          ----------------- ------------------ ---------------  --------------- ----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                      6,944,048          2,630,863       1,276,492        2,334,377          702,316
Cost of insurance and
   administrative charges                        (1,466,664)          (526,742)       (299,891)        (479,902)        (160,129)
Benefit payments                                    (63,369)                 -         (62,593)            (776)               -
Surrenders                                         (412,252)          (255,386)        (74,317)         (58,850)         (23,699)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                           9,006,938          3,518,384       1,419,061        2,796,911        1,272,582
Other                                                11,046             (6,069)         19,072            2,082           (4,039)
                                          ----------------- ------------------ ---------------  --------------- ----------------
Increase (decrease) from principal
   transactions                                  14,019,747          5,361,050       2,277,824        4,593,842        1,787,031
                                          ----------------- ------------------ ---------------  --------------- ----------------

Total increase (decrease) in net assets          16,744,519          6,127,004       2,780,483        5,802,001        2,035,031

Net assets at beginning of year                  11,356,089          4,332,108       2,335,055        3,814,178          874,748
                                          ----------------- ------------------ ---------------  --------------- ----------------

Net assets at end of year                       $28,100,608        $10,459,112      $5,115,538       $9,616,179       $2,909,779
                                          ================= ================== ===============  =============== ================
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           150

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                        FIDELITY
                                     -------------------------------------------------------------------------------------------
                                         Total           Asset                                        Money
                                        Fidelity        Manager        Growth         Overseas        Market        Index 500
                                     --------------  ------------- --------------  -------------- --------------  --------------

<S>                                     <C>             <C>           <C>             <C>            <C>             <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)            $ 1,633,324     $  177,599    $   183,570     $   391,160    $   657,285     $   223,710
Net realized gains (losses) on
   investments                            1,320,426         33,000        662,436         332,544              -         292,446
Net unrealized gains (losses) on
   investments                            6,476,412        350,408      1,347,793        (305,456)             -       5,083,667
                                        -----------  ------------- --------------  -------------- --------------  --------------
Increase (decrease) in net assets from
   operations                             9,430,162        561,007      2,193,799         418,248        657,285       5,599,823
                                        -----------  ------------- --------------  -------------- --------------  --------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                             89,309,110      2,162,759      4,558,270       2,410,373     73,366,740       6,810,968
Cost of insurance and
   administrative charges                (5,155,026)      (242,289)      (813,161)       (525,615)    (2,213,630)     (1,360,331)
Benefit payments                           (322,263)       (20,969)          (548)         (1,233)      (257,371)        (42,142)
Surrenders                               (1,294,484)       (92,218)      (135,829)        (91,869)      (870,621)       (103,947)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                 (32,708,946)     2,215,879      5,219,755       5,730,183    (63,929,591)     18,054,828
Other                                       (21,999)         7,567          3,217          10,563        (35,219)         (8,127)
                                        -----------  ------------- --------------  -------------- --------------  --------------
Increase (decrease) from principal
   transactions                          49,806,392      4,030,729      8,831,704       7,532,402      6,060,308      23,351,249
                                        -----------  ------------- --------------  -------------- --------------  --------------

Total increase (decrease) in net assets  59,236,554      4,591,736     11,025,503       7,950,650      6,717,593      28,951,072

Net assets at beginning of year          31,399,615      1,545,337      7,049,419       4,275,129      8,295,666      10,234,064
                                        -----------  ------------- --------------  -------------- --------------  --------------

Net assets at end of year               $90,636,169     $6,137,073    $18,074,922     $12,225,779    $15,013,259     $39,185,136
                                        ===========  ============= ==============  ============== ==============  ==============
</TABLE>



See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                            151

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1997




<TABLE>
<CAPTION>

                                                                         INVESCO
                                          -----------------------------------------------------------------------------------
                                                Total            Total           Equity
                                               INVESCO           Return          Income         High Yield      Utilities
                                          ----------------- ---------------- ---------------  -------------- ----------------

<S>                                             <C>               <C>             <C>             <C>              <C>
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)                    $   972,193       $   63,540      $  389,851      $  495,891       $   22,911
Net realized gains (losses) on
   investments                                      523,956           46,241         116,951         269,799           90,965
Net unrealized gains (losses) on
   investments                                      298,662          203,429         324,767        (253,231)          23,697
                                          ----------------- ---------------- ---------------  -------------- ----------------
Increase (decrease) in net assets from
   operations                                     1,794,811          313,210         831,569         512,459          137,573
                                          ----------------- ---------------- ---------------  -------------- ----------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                      2,683,620          517,831       1,250,551         835,890           79,348
Cost of insurance and
   administrative charges                          (614,145)        (133,107)       (266,208)       (177,612)         (37,218)
Benefit payments                                       (163)               -               -            (163)               -
Surrenders                                         (112,699)         (28,672)        (37,810)         (9,783)         (36,434)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                           7,796,299        1,498,300       2,804,344       2,695,587          798,068
Other                                                11,180            2,581           6,081           2,305              213
                                          ----------------- ---------------- ---------------  -------------- ----------------
Increase (decrease) from principal
   transactions                                   9,764,092        1,856,933       3,756,958       3,346,224          803,977
                                          ----------------- ---------------- ---------------  -------------- ----------------

Total increase (decrease) in net assets          11,558,903        2,170,143       4,588,527       3,858,683          941,550

Net assets at beginning of year                   3,967,746          874,467       1,369,617       1,505,401          218,261
                                          ----------------- ---------------- ---------------  -------------- ----------------

Net assets at end of year                       $15,526,649       $3,044,610      $5,958,144      $5,364,084       $1,159,811
                                          ================= ================ ===============  ============== ================
</TABLE>


See accompanying notes.


- --------------------------------------------------------------------------------
Strategic Advantage II                           152

<PAGE>


                        Security Life Separate Account L1

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1997




                                                            VAN ECK
                                         --------------------------------------
                                                                     Worldwide
                                           Total       Worldwide       Hard
                                          Van Eck      Balanced       Assets
                                         ----------- -----------  -------------

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)             $    14,160    $  5,677       $  8,483
Net realized gains (losses) on
   investments                                53,889      37,785         16,104
Net unrealized gains (losses) on
   investments                               (53,508)      4,122        (57,630)
                                         ----------- -----------  -------------
Increase (decrease) in net assets from
   operations                                 14,541      47,584        (33,043)
                                         ----------- -----------  -------------

CHANGES FROM PRINCIPAL
   TRANSACTIONS
Net premiums                                 254,716      65,167        189,549
Cost of insurance and
   administrative charges                    (91,222)    (44,774)       (46,448)
Benefit payments                                   -           -              -
Surrenders                                   (11,563)     (7,995)        (3,568)
Net transfers among divisions
   (including the loan division and
   guaranteed interest division in
   the general account)                      541,748        (120)       541,868
Other                                         (4,153)       (319)        (3,834)
                                         ----------- -----------  -------------
Increase (decrease) from principal
   transactions                              689,526      11,959        677,567
                                         ----------- -----------  -------------

Total increase (decrease) in net assets      704,067      59,543        644,524

Net assets at beginning of year              594,031     327,805        266,226
                                         ----------- -----------  -------------

Net assets at end of year                 $1,298,098    $387,348       $910,750
                                         =========== ===========  =============


See accompanying notes.

- --------------------------------------------------------------------------------
Strategic Advantage II                           153

<PAGE>



                        Security Life Separate Account L1

                          Notes to Financial Statements

                                December 31, 1999


NOTE A. ORGANIZATION

Security Life Separate Account L1 (the "Separate Account") was established by
resolution of the Board of Directors of Security Life of Denver Insurance
Company (the "Company") on November 3, 1993. The Separate Account is organized
as a unit investment trust registered with the Securities and Exchange
Commission under the Investment Company Act of 1940.

The Separate Account supports the operations of the FirstLine Variable Universal
Life, FirstLine II Variable Universal Life, Strategic Advantage Variable
Universal Life, Strategic Advantage II Variable Universal Life, and Variable
Survivorship Universal Life policies ("Variable Universal Life Policies")
offered by the Company. The Separate Account may be used to support other
variable life policies as they are offered by the Company. The assets of the
Separate Account are the property of the Company. However, the portion of the
Separate Account's assets attributable to the policies will not be used to
satisfy liabilities arising out of any other operations of the Company.

As of December 31, 1999, the Separate Account offered twenty-three investment
divisions available to the policyholders, each of which invests in an
independently managed mutual fund portfolio ("Fund"). The Funds are as follows:

PORTFOLIO MANAGERS/PORTFOLIOS (FUNDS)

Neuberger Berman Management Incorporated (NB)
     Neuberger Berman Limited Maturity Bond Portfolio
     Neuberger Berman Growth Portfolio
     Neuberger Berman Partners Portfolio

Fred Alger Management, Inc. (Alger)
     Alger American Small Capitalization Portfolio
     Alger American MidCap Growth Portfolio
     Alger American Growth Portfolio
     Alger American Leveraged AllCap Portfolio

Fidelity Management & Research Company (Fidelity)
     Fidelity Investments VIP II Asset Manager Portfolio
     Fidelity Investments VIP Growth Portfolio
     Fidelity Investments VIP Overseas Portfolio
     Fidelity Investments VIP Money Market Portfolio
     Fidelity Investments VIP II Index 500 Portfolio

- --------------------------------------------------------------------------------
Strategic Advantage II                            154

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


     NOTE A. ORGANIZATION (CONTINUED)

INVESCO Funds Group, Inc. (INVESCO)
     INVESCO VIF Total Return Portfolio
     INVESCO VIF Equity Income Portfolio (formerly known as "INVESCO VIF
         Industrial Income Portfolio")
     INVESCO VIF High Yield Portfolio
     INVESCO VIF Utilities Portfolio
     INVESCO VIF Small Company Growth Portfolio

Van Eck Associates Corporation (Van Eck)
     Van Eck Worldwide Hard Assets Portfolio (formerly known as "Van Eck Gold
         and Natural Resources Portfolio")
     Van Eck Worldwide Bond Portfolio
     Van Eck Worldwide Emerging Markets Portfolio
     Van Eck Worldwide Real Estate Portfolio


AIM Advisors, Inc. (AIM)
     AIM VI--Capital Appreciation Portfolio
     AIM VI--Government Securities Portfolio

Effective May 1, 1997, the Divisions of the Separate Account investing in the
Neuberger Berman Government Income Portfolio and the Van Eck Worldwide Balanced
Portfolio stopped accepting new investments. These divisions were discontinued
during 1998.

Effective February 19, 1998, six new divisions became available to the
policyholders for investment in the following funds:

Van Eck Associates Corporation (Van Eck)
     Van Eck Worldwide Bond Portfolio
     Van Eck Worldwide Emerging Markets Portfolio
     Van Eck Worldwide Real Estate Portfolio

AIM Advisors, Inc. (AIM)
     AIM VI--Capital Appreciation Portfolio
     AIM VI--Government Securities Portfolio

INVESCO Funds Group, Inc. (INVESCO)
     INVESCO VIF Small Company Growth Portfolio

- --------------------------------------------------------------------------------
Strategic Advantage II                            155

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE A. ORGANIZATION (CONTINUED)

The Variable Universal Life Policies allow the policyholders to specify the
allocation of their net premium to the various Funds. They can also transfer
their account values among the Funds. The Variable Universal Life Policies also
provide the policyholders the option to allocate their net premiums, or to
transfer their account values, to a Guaranteed Interest Division ("GID") in the
Company's general account. The GID guarantees a rate of interest to the
policyholder, and it is not variable in nature. Therefore, it is not included in
these Separate Account statements.

NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements of the Separate Account have been prepared
on the basis of accounting principles generally accepted in the United States
("U.S. GAAP"). The preparation of financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

The significant accounting principles followed by the Separate Account and the
methods of applying those principles are presented below or in the footnotes
which follow:

INVESTMENT VALUATION--The investments in shares of the Funds are valued at the
closing net asset value (market value) per share as determined by the Funds on
the day of measurement.

INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME--The investments in shares
of the Funds are accounted for on the date the order to buy or sell is
confirmed. Dividend income and distributions of capital gains are recorded on
the ex-dividend date. Realized gains and losses from sales transactions are
reported using the first-in, first-out ("FIFO") method of accounting for cost.
The difference between cost and current market value of investments owned on the
day of measurement is recorded as unrealized gain or loss on investment.

VALUATION PERIOD DEDUCTIONS--Charges are made directly against the assets of the
Separate Account divisions and are reflected daily in the computation of the
unit values of the divisions.



- --------------------------------------------------------------------------------
Strategic Advantage II                            156

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

A daily deduction, at an annual rate of .75% of the daily asset value of the
Separate Account divisions, is charged to the Separate Account for mortality and
expense risks assumed by the Company. Total mortality and expense charges for
the years ended December 31, 1999, 1998 and 1997 were $2,908,885, $1,740,661,
and $813,630, respectively.

POLICYHOLDER RESERVES--Policyholder reserves are recorded in the Separate
Account at the aggregate account values of the policyholders invested in the
Separate Account divisions. To the extent that benefits to be paid to the
policyholders exceed their account values, the Company will contribute
additional funds to the benefit proceeds.


















- --------------------------------------------------------------------------------
Strategic Advantage II                            157

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE C. INVESTMENTS

Fund shares are purchased at net asset value with net premiums (premium
payments, less sales and tax loads charged by the Company) and divisional
transfers from other divisions. Fund shares are redeemed for the payment of
benefits, for surrenders, for transfers to other divisions, and for charges by
the Company for certain cost of insurance and administrative charges. The cost
of insurance and administrative charges for the years ended December 31, 1999,
1998 and 1997 were $20,649,015, $14,458,798, and $8,284,944, respectively.
Dividends made by the Funds are reinvested in the Funds.

The following is a summary of Fund shares owned as of December 31, 1999:

<TABLE>
<CAPTION>

                                                  NUMBER               NET               VALUE
                                                    OF                ASSET            OF SHARES           COST OF
                   FUND                           SHARES              VALUE            AT MARKET            SHARES
- -------------------------------------------  -----------------  ------------------ ------------------ ------------------

<S>                                             <C>                        <C>           <C>                <C>
Neuberger Berman Management Inc.:
   Limited Maturity Bond                           845,960.694              $13.24       $ 11,200,520       $ 11,380,242
   Growth                                          350,585.486              $37.27         13,066,321          8,836,640
   Partners                                      1,493,418.911              $19.64         29,330,747         28,931,311

Fred Alger Management, Inc.:
   American Small Capitalization                   503,139.614              $55.15         27,748,150         21,103,331
   American MidCap Growth                          536,166.146              $32.23         17,280,636         13,903,676
   American Growth                                 642,460.430              $64.38         41,361,603         32,482,027
   American Leveraged AllCap                       397,806.619              $57.97         23,060,850         16,645,127

Fidelity Management & Research Co.:
   Asset Manager                                   727,657.184              $18.67         13,585,360         12,533,037
   Growth                                        1,058,669.574              $54.93         58,152,709         48,588,495
   Overseas                                      1,271,285.820              $27.44         34,884,083         25,474,948
   Money Market                                 34,799,038.450               $1.00         34,799,038         34,799,038
   Index 500                                       913,352.492             $167.41        152,904,343        119,231,939

INVESCO Funds Group, Inc.:
   Total Return                                    666,657.538              $15.58         10,386,525         11,019,270
   Equity Income                                   770,554.123              $21.01         16,189,342         14,534,380
   High Yield                                      818,379.460              $11.51          9,419,547          9,910,525
   Utilities                                       197,458.930              $20.97          4,140,713          3,647,584
   Small Company Growth                            200,033.388              $22.01          4,402,735          2,793,624

Van Eck Associates Corporation:
   Worldwide Hard Assets                           210,388.243              $10.96          2,305,855          2,157,787
   Worldwide Bond                                   31,407.502              $10.69            335,746            341,712
   Worldwide Emerging Markets                      215,083.218              $14.26          3,067,087          2,209,985
   Worldwide Real Estate                            60,091.435               $9.15            549,837            567,839

AIM Advisors, Inc.:
   Capital Appreciation                            149,210.483              $35.58          5,308,909          3,932,316
   Government Securities                           695,609.783              $10.63          7,394,332          7,579,908
                                                                                   ------------------ ------------------

Total                                                                                    $520,874,988       $432,604,741
                                                                                   ================== ==================
</TABLE>


- --------------------------------------------------------------------------------
Strategic Advantage II                           158

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE C. INVESTMENTS (CONTINUED)

For the year ended December 31, 1999, the cost of purchases (plus reinvested
dividends) and sales of investments are as follows:

<TABLE>
<CAPTION>

                                                 BEGINNING                                                   END
                   FUND                           OF YEAR           PURCHASES            SALES             OF YEAR
- -------------------------------------------  ----------------- ------------------- ------------------ ------------------

<S>                                               <C>                 <C>               <C>                 <C>
Neuberger Berman Management Inc.:
   Limited Maturity Bond                          $ 15,334,595        $  6,135,221      $ (10,089,574)      $ 11,380,242
   Growth                                            8,510,696           5,560,097         (5,234,153)         8,836,640
   Partners                                         22,570,797           9,683,589         (3,323,075)        28,931,311

Fred Alger Management, Inc.:
   American Small Capitalization                    14,851,950          14,105,718         (7,854,337)        21,103,331
   American MidCap Growth                            7,858,579           7,048,332         (1,003,235)        13,903,676
   American Growth                                  18,608,688          18,809,746         (4,936,407)        32,482,027
   American Leveraged AllCap                         5,293,171          16,455,429         (5,103,473)        16,645,127

Fidelity Management & Research Co.:
   Asset Manager                                     9,501,494           7,672,857         (4,641,314)        12,533,037
   Growth                                           26,845,882          67,064,022        (45,321,409)        48,588,495
   Overseas                                         19,913,166          15,724,213        (10,162,431)        25,474,948
   Money Market                                     18,412,252         113,113,411        (96,726,625)        34,799,038
   Index 500                                        70,067,500          54,287,747         (5,123,308)       119,231,939

INVESCO Funds Group, Inc.:
   Total Return                                      7,814,990           5,666,870         (2,462,590)        11,019,270
   Equity Income                                    10,163,306           6,427,991         (2,056,917)        14,534,380
   High Yield                                        8,752,765           4,424,859         (3,267,099)         9,910,525
   Utilities                                         1,727,429           2,817,915           (897,760)         3,647,584
   Small Company Growth                                674,581           2,769,372           (650,329)         2,793,624

Van Eck Associates Corporation:
   Worldwide Hard Assets                             1,517,809           2,248,842         (1,608,864)         2,157,787
   Worldwide Bond                                      201,853             461,651           (321,792)           341,712
   Worldwide Emerging Markets                          414,017           5,282,900         (3,486,932)         2,209,985
   Worldwide Real Estate                                76,310             592,249           (100,720)           567,839

AIM Advisors, Inc.
   Capital Appreciation                              1,085,211           3,341,733           (494,628)         3,932,316
   Government Securities                             2,560,855           7,659,984         (2,640,931)         7,579,908
                                             ----------------- ------------------- ------------------ ------------------

Total                                             $272,757,896        $377,354,748      $(217,507,903)      $432,604,741
                                             ================= =================== ================== ==================
</TABLE>

Aggregate proceeds from sales of investments for the year ended December 31,
1999 were $235,699,349.



- --------------------------------------------------------------------------------
Strategic Advantage II                          159

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE D. OTHER POLICY DEDUCTIONS

The Variable Universal Life policies provide for certain deductions for sales
and tax loads from premium payments received from the policyholders and for
surrender charges and taxes from amounts paid to policyholders. Such deductions
are taken before the purchase of divisional units or after the redemption of
divisional units of the Separate Account. Such deductions are not included in
the Separate Account financial statements.

NOTE E. POLICY LOANS

The Variable Universal Life policies allow the policyholders to borrow against
their policies by using them as collateral for a loan. At the time of borrowing
against the policies, an amount equal to the loan amount is transferred from the
Separate Account divisions to a Loan Division in the Company's General Account
to secure the loan. As payments are made on the policy loan, amounts are
transferred back from the Loan Division to the Separate Account divisions.
Interest is credited to the balance in the Loan Division at a fixed rate. The
Loan Division is not variable in nature and is not included in these Separate
Account statements.

NOTE F. FEDERAL INCOME TAXES

The Separate Account is not taxed separately because the operations of the
Separate Account are part of the total operations of the Company. The Company is
taxed as a life insurance company under the Internal Revenue Code. The Separate
Account is not taxed as a "Regulated Investment Company" under subchapter "M" of
the Internal Revenue Code.








- --------------------------------------------------------------------------------
Strategic Advantage II                            160

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE G. SUMMARY OF CHANGES IN UNITS

The following schedule summarizes the changes in divisional units for the year
ended December 31, 1999:

<TABLE>
<CAPTION>

                                                                                      (DECREASE)
                                                                                         FOR
                                               OUTSTANDING         INCREASE          WITHDRAWALS         OUTSTANDING
                                              AT BEGINNING       FOR PAYMENTS         AND OTHER             AT END
                 DIVISION                        OF YEAR           RECEIVED           DEDUCTIONS           OF YEAR
- ------------------------------------------- -----------------  ----------------- -------------------- ------------------

<S>                                             <C>                <C>                <C>                  <C>
Neuberger Berman Management Inc.:
   Limited Maturity Bond                        1,245,559.121        421,349.898        (777,749.415)        889,159.604
   Growth                                         447,486.376        233,319.969        (246,467.977)        434,338.368
   Partners                                       986,298.018        385,667.451        (159,832.021)      1,212,133.448

Fred Alger Management, Inc.:
   American Small Capitalization                  838,692.418        603,898.891        (386,833.825)      1,055,757.484
   American MidCap Growth                         402,532.472        225,361.191         (51,155.349)        576,738.314
   American Growth                                923,696.066        585,374.403        (251,698.832)      1,257,371.637
   American Leveraged AllCap                      221,642.446        410,084.371        (206,445.718)        425,281.099

Fidelity Management & Research Co.:
   Asset Manager                                  600,255.213        393,745.577        (271,282.884)        722,717.906
   Growth                                       1,293,480.338      2,233,512.279      (1,850,755.971)      1,676,236.646
   Overseas                                     1,429,659.907        963,512.218        (676,554.498)      1,716,617.627
   Money Market                                 1,526,404.399      9,068,762.545      (7,831,518.647)      2,763,648.297
   Index 500                                    3,215,990.519      1,840,375.191        (283,881.113)      4,772,484.597

INVESCO Funds Group, Inc.:
   Total Return                                   450,557.216        300,554.107        (148,923.709)        602,187.614
   Equity Income                                  473,616.752        252,971.948        (105,540.763)        621,047.937
   High Yield                                     486,858.648        226,071.484        (176,066.186)        536,863.946
   Utilities                                      110,379.616        140,069.045         (61,038.677)        189,409.984
   Small Company Growth                            67,506.441        210,114.805         (65,118.036)        212,503.210

Van Eck Associates Corporation:
   Worldwide Hard Assets                          132,513.824        246,466.322        (142,007.717)        236,972.429
   Worldwide Bond                                  18,656.317         43,237.412         (28,779.651)         33,114.078
   Worldwide Emerging Markets                      67,354.295        582,654.548        (421,189.648)        228,819.195
   Worldwide Real Estate                            8,765.232         67,514.147         (11,312.206)         64,967.173

AIM Advisors, Inc.:
   Capital Appreciation                           105,457.867        263,795.629         (45,407.464)        323,846.032
   Government Securities                          246,150.062        723,064.769        (253,309.682)        715,905.149
</TABLE>


- --------------------------------------------------------------------------------
Strategic Advantage II                            161

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE G. SUMMARY OF CHANGES IN UNITS (CONTINUED)

The following schedule summarizes the changes in divisional units for the year
ended December 31, 1998:

<TABLE>
<CAPTION>

                                                                                      (DECREASE)
                                                                                         FOR
                                              OUTSTANDING          INCREASE          WITHDRAWALS         OUTSTANDING
                                              AT BEGINNING       FOR PAYMENTS         AND OTHER             AT END
                 DIVISION                       OF YEAR            RECEIVED           DEDUCTIONS           OF YEAR
- ------------------------------------------ ------------------ ------------------- ------------------  ------------------

<S>                                             <C>                 <C>              <C>                   <C>
Neuberger Berman Management Inc.:
   Limited Maturity Bond                          552,985.394         801,233.327      (108,659.600)       1,245,559.121
   Growth                                         316,146.084         250,854.619      (119,514.327)         447,486.376
   Government Income                               75,811.559              58.537       (75,870.096)                   -
   Partners                                       626,285.721         455,096.290       (95,083.993)         986,298.018

Fred Alger Management, Inc.:
   American Small Capitalization                  648,733.740         333,770.247      (143,811.569)         838,692.418
   American MidCap Growth                         288,809.482         167,037.228       (53,314.238)         402,532.472
   American Growth                                569,990.309         442,313.190       (88,607.433)         923,696.066
   American Leveraged AllCap                      148,542.639         102,168.282       (29,068.475)         221,642.446

Fidelity Management & Research Co.:
   Asset Manager                                  410,906.106         270,972.780       (81,623.673)         600,255.213
   Growth                                         983,842.388         614,542.294      (304,904.344)       1,293,480.338
   Overseas                                       950,328.899         861,220.218      (381,889.210)       1,429,659.907
   Money Market                                 1,303,059.881       5,059,561.984    (4,836,217.466)       1,526,404.399
   Index 500                                    1,863,056.104       1,617,935.444      (265,001.029)       3,215,990.519

INVESCO Funds Group, Inc.:
   Total Return                                   184,042.238         307,178.543       (40,663.565)         450,557.216
   Equity Income                                  297,553.033         216,644.366       (40,580.647)         473,616.752
   High Yield                                     333,501.857         283,205.205      (129,848.414)         486,858.648
   Utilities                                       78,118.685          41,701.114        (9,440.183)         110,379.616
   Small Company Growth                                     -          71,535.065        (4,028.624)          67,506.441

Van Eck Associates Corporation:
   Worldwide Balanced                              32,139.282             190.627       (32,329.909)                   -
   Worldwide Hard Assets                           77,046.773          68,491.375       (13,024.324)         132,513.824
   Worldwide Bond                                           -          18,882.425          (226.108)          18,656.317
   Worldwide Emerging Markets                               -         105,064.405       (37,710.110)          67,354.295
   Worldwide Real Estate                                    -           9,848.072        (1,082.840)           8,765.232

AIM Advisors, Inc.:
   Capital Appreciation                                     -         108,895.839        (3,437.972)         105,457.867
   Government Securities                                    -         261,432.015       (15,281.953)         246,150.062
</TABLE>




- --------------------------------------------------------------------------------
Strategic Advantage II                           162

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)


NOTE G. SUMMARY OF CHANGES IN UNITS (CONTINUED)

The following schedule summarizes the changes in divisional units for the year
ended December 31, 1997:

<TABLE>
<CAPTION>

                                                                                       (DECREASE)
                                                                                          FOR
                                               OUTSTANDING          INCREASE          WITHDRAWALS         OUTSTANDING
                                              AT BEGINNING        FOR PAYMENTS         AND OTHER            AT END
                 DIVISION                        OF YEAR            RECEIVED           DEDUCTIONS           OF YEAR
- ------------------------------------------- -----------------  ------------------ -------------------- -----------------

<S>                                               <C>               <C>                <C>                 <C>
Neuberger Berman Management Inc.:
   Limited Maturity Bond                          218,725.891         334,572.082            (312.579)       552,985.394
   Growth                                         133,567.983         187,433.957          (4,855.856)       316,146.084
   Government Income                              142,773.403          30,012.660         (96,974.504)        75,811.559
   Partners                                       275,892.457         354,159.052          (3,765.788)       626,285.721

Fred Alger Management, Inc.:
   American Small Capitalization                  297,073.322         368,659.345         (16,998.927)       648,733.740
   American MidCap Growth                         150,480.473         143,410.236          (5,081.227)       288,809.482
   American Growth                                282,175.287         292,019.948          (4,204.926)       569,990.309
   American Leveraged AllCap                       53,044.470          96,743.489          (1,245.320)       148,542.639

Fidelity Management & Research Co.:
   Asset Manager                                  123,908.168         294,115.342          (7,117.404)       410,906.106
   Growth                                         470,285.667         522,440.765          (8,884.044)       983,842.388
   Overseas                                       367,948.109         589,863.772          (7,482.982)       950,328.899
   Money Market                                   753,707.969       6,017,484.702      (5,468,132.790)     1,303,059.881
   Index 500                                      640,890.650       1,227,420.261          (5,254.807)     1,863,056.104

INVESCO Funds Group, Inc.:
   Total Return                                    64,490.483         121,436.060          (1,884.305)       184,042.238
   Equity Income                                   87,035.356         212,619.908          (2,102.231)       297,553.033
   High Yield                                     108,999.107         225,144.290            (641.540)       333,501.857
   Utilities                                       18,008.490          63,007.328          (2,897.133)        78,118.685

Van Eck Associates Corporation:
   Worldwide Balanced                              29,808.787           5,838.562          (3,508.067)        32,139.282
   Worldwide Hard Assets                           21,966.093          55,323.208            (242.528)        77,046.773
</TABLE>





- --------------------------------------------------------------------------------
Strategic Advantage II                           163

<PAGE>


                        Security Life Separate Account L1

                    Notes to Financial Statements (continued)

NOTE H. NET ASSETS

Net assets at December 31, 1999 consisted of the following:

<TABLE>
<CAPTION>

                                                                           ACCUMULATED          NET
                                                          ACCUMULATED     NET REALIZED      UNREALIZED
                                                          INVESTMENT          GAINS            GAINS
                                         PRINCIPAL          INCOME         (LOSSES) ON      (LOSSES) ON
              DIVISION                 TRANSACTIONS         (LOSS)         INVESTMENTS      INVESTMENTS     NET ASSETS
- ------------------------------------ -----------------  --------------- ----------------- --------------- ---------------

<S>                                       <C>               <C>               <C>             <C>            <C>
Neuberger Berman Management Inc.:
   Limited Maturity Bond                  $ 10,334,928      $ 1,357,452       $ (311,830)     $ (179,722)    $ 11,200,828
   Growth                                    6,662,216        2,132,968            51,289       4,229,681      13,076,154
   Partners                                 24,515,009        2,799,524         1,706,031         399,436      29,420,000

Fred Alger Management, Inc.:
   American Small Capitalization            16,912,254        3,798,599           424,083       6,644,819      27,779,755
   American MidCap Growth                   10,911,311        2,117,608           881,608       3,376,960      17,287,487
   American Growth                          24,684,957        4,633,321         3,185,644       8,879,576      41,383,498
   American Leveraged AllCap                12,723,008          733,681         3,191,248       6,415,723      23,063,660

Fidelity Management & Research Co.:
   Asset Manager                            10,710,354        1,643,524           184,257       1,052,323      13,590,458
   Growth                                   32,968,928        5,944,777         9,679,911       9,564,214      58,157,830
   Overseas                                 22,436,070        1,918,003         1,221,073       9,409,135      34,984,281
   Money Market                             32,057,869        2,739,539                 -               -      34,797,408
   Index 500                               108,954,555        2,164,790         8,124,017      33,672,404     152,915,766

INVESCO Funds Group, Inc.:
   Total Return                              9,954,690          564,724           499,981       (632,745)      10,386,650
   Equity Income                            12,471,276        1,096,169           998,146       1,654,962      16,220,553
   High Yield                                8,030,598        1,920,186          (39,129)       (490,978)       9,420,677
   Utilities                                 3,156,961           58,753           432,472         493,129       4,141,315
   Small Company Growth                      2,644,377         (14,924)           230,652       1,609,111       4,469,216

Van Eck Associates Corporation:
   Worldwide Hard Assets                     2,458,760          148,762         (449,512)         148,068       2,306,078
   Worldwide Bond                              356,209            9,684          (25,724)         (5,966)         334,203
   Worldwide Emerging Markets                1,960,631         (12,622)           308,948         857,102       3,114,059
   Worldwide Real Estate                       568,214            (162)             (213)        (18,002)         549,837

AIM Advisors, Inc.:
   Capital Appreciation                      3,725,157          118,230            88,942       1,376,593       5,308,922
   Government Securities                     7,353,846          226,373             (310)       (185,576)       7,394,333

                                     -----------------  --------------- ----------------- --------------- ---------------
Total                                     $366,552,178      $36,098,959       $30,381,584     $88,270,247    $521,302,968
                                     =================  =============== ================= =============== ===============
</TABLE>



- --------------------------------------------------------------------------------
Strategic Advantage II                165

<PAGE>



                                   APPENDIX A



                                 FACTORS FOR THE
                          CASH VALUE ACCUMULATION TEST
                           FOR A LIFE INSURANCE POLICY



<TABLE>

<S>      <C>     <C>      <C>     <C>       <C>    <C>     <C>     <C>       <C>    <C>     <C>
Attained                          Attained                         Attained
 Age      Male   Female   Unisex    Age     Male   Female  Unisex    Age     Male   Female  Unisex
 ---      ----   ------   ------    ---     ----   ------  ------    ---     ----   ------  ------
0        11.727  14.234   12.149     34     4.188   4.902   4.314     68     1.583   1.769   1.620
1        11.785  14.209   12.194     35     4.052   4.742   4.173     69     1.550   1.724   1.585
2        11.458  13.815   11.857     36     3.920   4.586   4.037     70     1.518   1.681   1.552
3        11.128  13.417   11.515     37     3.793   4.437   3.906     71     1.488   1.639   1.520
4        10.803  13.023   11.178     38     3.670   4.293   3.780     72     1.459   1.599   1.489
5        10.481  12.635   10.845     39     3.553   4.154   3.658     73     1.432   1.560   1.460
6        10.161  12.253   10.514     40     3.439   4.021   3.541     74     1.406   1.524   1.433
7         9.844  11.875   10.187     41     3.330   3.894   3.429     75     1.382   1.490   1.407
8         9.530  11.505    9.863     42     3.226   3.771   3.322     76     1.359   1.457   1.383
9         9.221  11.141    9.545     43     3.125   3.654   3.218     77     1.338   1.427   1.360
10        8.918  10.784    9.233     44     3.028   3.541   3.119     78     1.318   1.398   1.338
11        8.623  10.436    8.928     45     2.936   3.432   3.023     79     1.299   1.371   1.318
12        8.338  10.098    8.634     46     2.846   3.328   2.931     80     1.281   1.345   1.298
13        8.066   9.771    8.353     47     2.761   3.227   2.843     81     1.264   1.321   1.280
14        7.808   9.455    8.085     48     2.678   3.129   2.758     82     1.248   1.298   1.262
15        7.564   9.150    7.831     49     2.599   3.035   2.676     83     1.233   1.277   1.245
16        7.335   8.857    7.592     50     2.522   2.945   2.597     84     1.218   1.257   1.230
17        7.118   8.575    7.364     51     2.449   2.858   2.522     85     1.205   1.238   1.215
18        6.911   8.302    7.148     52     2.378   2.774   2.449     86     1.193   1.221   1.202
19        6.713   8.038    6.939     53     2.311   2.693   2.379     87     1.181   1.205   1.189
20        6.521   7.782    6.737     54     2.246   2.615   2.312     88     1.171   1.190   1.177
21        6.334   7.534    6.540     55     2.184   2.540   2.248     89     1.160   1.176   1.166
22        6.150   7.293    6.347     56     2.125   2.468   2.187     90     1.151   1.163   1.155
23        5.969   7.059    6.158     57     2.068   2.398   2.128     91     1.141   1.150   1.144
24        5.791   6.831    5.971     58     2.014   2.330   2.071     92     1.131   1.137   1.133
25        5.615   6.611    5.788     59     1.962   2.265   2.017     93     1.120   1.125   1.122
26        5.441   6.396    5.608     60     1.912   2.201   1.965     94     1.109   1.112   1.110
27        5.271   6.188    5.431     61     1.864   2.139   1.915     95     1.097   1.098   1.097
28        5.104   5.986    5.258     62     1.818   2.079   1.867     96     1.083   1.084   1.084
29        4.940   5.791    5.089     63     1.774   2.022   1.821     97     1.069   1.069   1.069
30        4.781   5.601    4.925     64     1.732   1.967   1.777     98     1.054   1.054   1.054
31        4.626   5.418    4.765     65     1.692   1.914   1.735     99     1.040   1.040   1.040
32        4.476   5.241    4.610     66     1.654   1.863   1.695     100    1.000   1.000   1.000
33        4.330   5.069    4.459     67     1.617   1.815   1.657
</TABLE>







- --------------------------------------------------------------------------------
Strategic Advantage II                166

<PAGE>



                                   APPENDIX B

                                 FACTORS FOR THE
                   GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
                           FOR A LIFE INSURANCE POLICY


Attained          Attained          Attained           Attained
   Age    Factor    Age     Factor     Age     Factor     Age     Factor

    0      2.50      25      2.50      50      1.85       75      1.05
    1      2.50      26      2.50      51      1.78       76      1.05
    2      2.50      27      2.50      52      1.71       77      1.05
    3      2.50      28      2.50      53      1.64       78      1.05
    4      2.50      29      2.50      54      1.57       79      1.05
    5      2.50      30      2.50      55      1.50       80      1.05
    6      2.50      31      2.50      56      1.46       81      1.05
    7      2.50      32      2.50      57      1.42       82      1.05
    8      2.50      33      2.50      58      1.38       83      1.05
    9      2.50      34      2.50      59      1.34       84      1.05
   10      2.50      35      2.50      60      1.30       85      1.05
   11      2.50      36      2.50      61      1.28       86      1.05
   12      2.50      37      2.50      62      1.26       87      1.05
   13      2.50      38      2.50      63      1.24       88      1.05
   14      2.50      39      2.50      64      1.22       89      1.05
   15      2.50      40      2.50      65      1.20       90      1.05
   16      2.50      41      2.43      66      1.19       91      1.04
   17      2.50      42      2.36      67      1.18       92      1.03
   18      2.50      43      2.29      68      1.17       93      1.02
   19      2.50      44      2.22      69      1.16       94      1.01
   20      2.50      45      2.15      70      1.15       95      1.00
   21      2.50      46      2.09      71      1.13       96      1.00
   22      2.50      47      2.03      72      1.11       97      1.00
   23      2.50      48      1.97      73      1.09       98      1.00
   24      2.50      49      1.91      74      1.07       99      1.00
                                                          100     1.00


THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

- --------------------------------------------------------------------------------
Strategic Advantage II                167

<PAGE>



                                   APPENDIX C

PERFORMANCE INFORMATION

POLICY PERFORMANCE

The following hypothetical illustrations demonstrate how the actual investment
experience of each variable investment option of the separate account affects
the cash surrender value, account value and death benefit of a policy. These
hypothetical illustrations are based on the actual historical return of each
portfolio as if a policy had been issued on the date indicated. Each portfolio's
annual total return is based on the total return calculated for each fiscal
year. These annual total return figures reflect the net portfolio's management
fees after any voluntary waiver and other operating expenses but do not reflect
the policy level or separate account asset-based charges and deductions, which
if reflected, would result in lower total return figures than those shown.

The illustrations are based on the payment of a $5,750 annual premium, received
at the beginning of each year, for a hypothetical policy with a $300,000 stated
death benefit, the cash value accumulation test, death benefit option 1, issued
to a preferred, nonsmoker male, age 45. In each case, it is assumed that all
premiums are allocated to the variable investment option illustrated for the
period shown. The benefits are calculated for a specific date. The amount and
timing of premium payments and the use of other policy features, such as policy
loans, would affect individual policy benefits.

The amounts shown for the cash surrender values, account values and death
benefits take into account the charges against premiums, current cost of
insurance and monthly deductions, the daily charge against the separate account
for mortality and expense risks, and each portfolio's charges and expenses. SEE
CHARGES, DEDUCTIONS AND REFUNDS, PAGE 44. This prospectus also contains
illustrations based on assumed rates of return. SEE ILLUSTRATIONS OF DEATH
BENEFITS, ACCOUNT VALUES, CASH SURRENDER VALUES AND ACCUMULATED PREMIUMS, PAGE
52.

Past performance is not an indication of future results. Actual investment
results may be more or less than those shown in the hypothetical illustrations.

- --------------------------------------------------------------------------------
Strategic Advantage II                168

<PAGE>



                           HYPOTHETICAL ILLUSTRATIONS

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Preferred Risk Class                                      Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



AIM V.I. CAPITAL APPRECIATION FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/94            2.50%                5,058             4,483        300,000
12/31/95           35.69%               12,661            11,899        300,000
12/31/96           17.58%               19,364            18,846        300,000
12/31/97           13.51%               26,077            26,077        300,000
12/31/98           19.30%               35,941            35,941        300,000
12/31/99           44.61%               57,759            57,759        300,000

AIM V.I. GOVERNMENT SECURITIES FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/94          -3.73%                 4,773             4,198        300,000
12/31/95           15.56%               10,528             9,766        300,000
12/31/96            2.29%               14,705            14,188        300,000
12/31/97            8.16%               19,825            19,825        300,000
12/31/98            7.66%               25,711            25,711        300,000
12/31/99          -1.32%                29,265            29,265        300,000

ALGER AMERICAN GROWTH PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90            4.14%                5,132             4,557        300,000
12/31/91           40.39%               13,187            12,426        300,000
12/31/92           12.38%               19,105            18,587        300,000
12/31/93           22.47%               27,843            27,843        300,000
12/31/94            1.45%               32,298            32,298        300,000
12/31/95           36.37%               49,506            49,506        300,000
12/31/96           13.35%               60,439            60,439        300,000
12/31/97           25.75%               80,718            80,718        300,000
12/31/98           48.07%              124,944           124,944        300,000
12/31/99           33.74%              171,536           171,536        385,271

The assumptions underlying these values are described in Performance
Information, page 168.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                169

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Preferred Risk Class                                      Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/96           12.04%                5,494             4,919        300,000
12/31/97           19.68%               11,743            10,981        300,000
12/31/98           57.83%               24,488            23,970        300,000
12/31/99           78.06%               50,153            50,153        300,000

ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/94          -1.54%                 4,873             4,298        300,000
12/31/95           44.45%               13,183            12,421        300,000
12/31/96           11.90%               19,019            18,501        300,000
12/31/97           15.01%               26,031            26,031        300,000
12/31/98           30.30%               39,225            39,225        300,000
12/31/99           31.85%               56,937            56,937        300,000

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90            8.71%                5,341             4,766        300,000
12/31/91           57.54%               15,068            14,306        300,000
12/31/92            3.55%               19,556            19,038        300,000
12/31/93           13.28%               26,240            26,240        300,000
12/31/94          -4.38%                28,901            28,901        300,000
12/31/95           44.31%               47,535            47,535        300,000
12/31/96            4.18%               53,477            53,477        300,000
12/31/97           11.39%               63,739            63,739        300,000
12/31/98           15.53%               77,869            77,869        300,000
12/31/99           43.42%              116,899           116,899        300,000

The assumptions underlying these values are described in Performance
Information, page 168.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                170

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Preferred Risk Class                                      Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



FIDELITY VIP GROWTH PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90         -11.73%                 4,408             3,833        300,000
12/31/91           45.51%               12,604            11,843        300,000
12/31/92            9.32%               17,957            17,439        300,000
12/31/93           19.37%               25,768            25,768        300,000
12/31/94          -0.02%                29,763            29,763        300,000
12/31/95           35.36%               45,725            45,725        300,000
12/31/96           14.71%               56,854            56,854        300,000
12/31/97           23.48%               74,850            74,850        300,000
12/31/98           39.49%              109,532           109,532        300,000
12/31/99           37.44%              155,287           155,287        348,776

FIDELITY VIP MONEY MARKET PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90            8.04%                5,311             4,736        300,000
12/31/91            6.09%               10,273             9,511        300,000
12/31/92            3.90%               14,669            14,152        300,000
12/31/93            3.23%               18,872            18,872        300,000
12/31/94            4.25%               23,899            23,899        300,000
12/31/95            5.87%               29,513            29,513        300,000
12/31/96            5.41%               35,217            35,217        300,000
12/31/97            5.51%               41,187            41,187        300,000
12/31/98            5.46%               47,378            47,378        300,000
12/31/99            5.17%               53,686            53,686        300,000

The assumptions underlying these values are described in Performance
Information, page 168.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                171

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Preferred Risk Class                                      Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



FIDELITY VIP OVERSEAS PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90          -1.67%                 4,867             4,292        300,000
12/31/91            8.00%                9,973             9,211        300,000
12/31/92         -10.72%                12,371            11,853        300,000
12/31/93           37.35%               22,068            22,068        300,000
12/31/94            1.72%               26,544            26,544        300,000
12/31/95            9.74%               33,491            33,491        300,000
12/31/96           13.15%               42,307            42,307        300,000
12/31/97           11.56%               51,439            51,439        300,000
12/31/98           12.81%               62,218            62,218        300,000
12/31/99           42.55%               93,984            93,984        300,000

FIDELITY VIP II ASSET MANAGER PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90            6.72%                5,250             4,675        300,000
12/31/91           22.56%               11,717            10,955        300,000
12/31/92           11.71%               17,360            16,842        300,000
12/31/93           21.23%               25,455            25,455        300,000
12/31/94          -6.09%                27,646            27,646        300,000
12/31/95           16.96%               36,998            36,998        300,000
12/31/96           14.60%               46,851            46,851        300,000
12/31/97           20.65%               61,118            61,118        300,000
12/31/98           15.05%               74,543            74,543        300,000
12/31/99           11.09%               86,765            86,765        300,000

The assumptions underlying these values are described in Performance
Information, page 168.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                172

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Preferred Risk Class                                      Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



FIDELITY VIP II INDEX 500 PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/93            9.74%                5,388             4,813        300,000
12/31/94            1.04%                9,886             9,124        300,000
12/31/95           37.19%               18,777            18,259        300,000
12/31/96           22.82%               27,523            27,523        300,000
12/31/97           32.82%               41,961            41,961        300,000
12/31/98           28.31%               58,889            58,889        300,000
12/31/99           20.51%               75,527            75,527        300,000

INVESCO VIF-EQUITY INCOME FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/95           29.25%                6,281             5,706        300,000
12/31/96           22.28%               12,944            12,182        300,000
12/31/97           28.17%               21,451            20,933        300,000
12/31/98           15.30%               28,885            28,885        300,000
12/31/99           14.84%               37,791            37,791        300,000

INVESCO VIF-HIGH YIELD FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/95           19.76%                5,847             5,272        300,000
12/31/96           16.59%               11,861            11,099        300,000
12/31/97           17.33%               18,390            17,873        300,000
12/31/98            1.42%               22,288            22,288        300,000
12/31/99            9.20%               28,758            28,758        300,000

INVESCO VIF-SMALL COMPANY GROWTH FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/98           16.38%                5,692             5,117        300,000
12/31/99           91.06%               18,845            18,083        300,000

The assumptions underlying these values are described in Performance
Information, page 168.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                173

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Preferred Risk Class                                      Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



INVESCO VIF-TOTAL RETURN FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/95           22.79%                5,985             5,410        300,000
12/31/96           12.18%               11,586            10,824        300,000
12/31/97           22.91%               18,919            18,402        300,000
12/31/98            9.56%               24,675            24,675        300,000
12/31/99          -3.40%                27,697            27,697        300,000

INVESCO VIF-UTILITIES FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/95            9.08%                5,358             4,783        300,000
12/31/96           12.76%               10,940            10,179        300,000
12/31/97           23.41%               18,204            17,686        300,000
12/31/98           25.48%               27,411            27,411        300,000
12/31/99           19.13%               37,469            37,469        300,000

NEUBERGER BERMAN GROWTH PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90          -8.19%                 4,570             3,995        300,000
12/31/91           29.73%               11,497            10,735        300,000
12/31/92            9.54%               16,787            16,269        300,000
12/31/93            6.79%               21,781            21,781        300,000
12/31/94          -4.99%                24,502            24,502        300,000
12/31/95           31.73%               37,597            37,597        300,000
12/31/96            9.14%               45,251            45,251        300,000
12/31/97           29.01%               63,328            63,328        300,000
12/31/98           15.53%               77,396            77,396        300,000
12/31/99           50.40%              121,906           121,906        300,000

The assumptions underlying these values are described in Performance
Information, page 168.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                174

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Preferred Risk Class                                      Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



NEUBERGER BERMAN LIMITED MATURITY BOND PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90            8.32%                5,323             4,748        300,000
12/31/91           11.34%               10,771            10,009        300,000
12/31/92            5.18%               15,368            14,850        300,000
12/31/93            6.63%               20,243            20,243        300,000
12/31/94          -0.15%                24,239            24,239        300,000
12/31/95           10.94%               31,318            31,318        300,000
12/31/96            4.31%               36,718            36,718        300,000
12/31/97            6.74%               43,265            43,265        300,000
12/31/98            4.39%               49,052            49,052        300,000
12/31/99            1.48%               53,477            53,477        300,000

NEUBERGER BERMAN PARTNERS PORTFOLIO
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/95           36.47%                6,612             6,037        300,000
12/31/96           29.57%               14,113            13,351        300,000
12/31/97           31.25%               23,486            22,969        300,000
12/31/98            4.21%               28,188            28,188        300,000
12/31/99            7.37%               34,569            34,569        300,000

The assumptions underlying these values are described in Performance
Information, page 168.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                175

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Preferred Risk Class                                      Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750



VAN ECK WORLDWIDE BOND FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/90           11.25%                5,457             4,882        300,000
12/31/91           18.39%               11,579            10,817        300,000
12/31/92          -5.25%                14,627            14,109        300,000
12/31/93            7.79%               19,673            19,673        300,000
12/31/94          -1.32%                23,392            23,392        300,000
12/31/95           17.30%               32,144            32,144        300,000
12/31/96            2.53%               36,928            36,928        300,000
12/31/97            2.38%               41,696            41,696        300,000
12/31/98           12.75%               51,254            51,254        300,000
12/31/99          -7.82%                50,558            50,558        300,000

VAN ECK WORLDWIDE EMERGING MARKETS FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/96           26.82%                6,170             5,595        300,000
12/31/97         -11.61%                 9,399             8,637        300,000
12/31/98         -34.15%                 8,814             8,297        300,000
12/31/99          100.28%               25,249            25,249        300,000

VAN ECK WORLDWIDE HARD ASSETS FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/91          -2.93%                 4,810             4,235        300,000
12/31/92          -4.09%                 8,858             8,096        300,000
12/31/93           64.83%               20,842            20,324        300,000
12/31/94          -4.78%                23,229            23,229        300,000
12/31/95           10.99%               30,273            30,273        300,000
12/31/96           18.04%               40,426            40,426        300,000
12/31/97          -1.67%                43,502            43,502        300,000
12/31/98         -30.93%                32,531            32,531        300,000
12/31/99           21.00%               44,001            44,001        300,000

The assumptions underlying these values are described in Performance
Information, page 168.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                176

<PAGE>



                     HYPOTHETICAL ILLUSTRATIONS (continued)

Nonsmoker Male Age 45                               Cash Value Accumulation Test
Preferred Risk Class                                      Death Benefit Option 1
Stated Death Benefit $300,000                              Annual Premium $5,750





VAN ECK WORLDWIDE REAL ESTATE FUND
 Year           Annual Total        Cash Surrender        Account        Death
Ended:            Return*               Value              Value        Benefit
12/31/98         -11.35%                 4,426             3,851        300,000
12/31/99          -2.01%                 8,665             7,904        300,000

The assumptions underlying these values are described in Performance
Information, page 168.

* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.

- --------------------------------------------------------------------------------
Strategic Advantage II                177

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Strategic Advantage II                178





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