485BPOS 1 fl_combined.txt FIRSTLINE SUPP As filed with the Securities and Exchange Commission on October 13, 2000 Registration No. 33-74190 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-6 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 Post-Effective Amendment No. 13 ----------------- SECURITY LIFE SEPARATE ACCOUNT L1 (Exact Name of Trust) SECURITY LIFE OF DENVER INSURANCE COMPANY (Name of Depositor) 1290 Broadway Denver, Colorado 80203-5699 (Address of Depositor's Principal Executive Offices) Copy to: GARY W. WAGGONER, ESQ. KIMBERLY J. SMITH, ESQ. Security Life of Denver Insurance Company Sutherland Asbill & Brennan LLP 1290 Broadway 1275 Pennsylvania Avenue, NW Denver, Colorado 80203-5699 Washington, D.C. 20004-2415 (202) 383-0314 (Name and Address of Agent for Service) ---------------------------- It is proposed that this filing will become effective: ___ on ____________, 2000 pursuant to paragraph (a) of Rule 485 ___ 60 days after filing pursuant to paragraph (a) of Rule 485 ___ on May 1, 2000 pursuant to paragraph (b) of Rule 485 _x_ immediately upon filing pursuant to paragraph (b) of Rule 485 ___ this post-effective amendment designates a new effective date for a previously filed post-effective amendment Title of securities being registered: Variable life insurance policies. SECURITY LIFE SEPARATE ACCOUNT L1 (File No. 33-74190) Cross-Reference Table Form N-8B-2 Item No. Caption in Prospectus -------------------- --------------------- 1, 2 Cover; Security Life of Denver Insurance Company; Security Life Separate Account L1 3 Inapplicable 4 Security Life of Denver Insurance Company 5, 6 Security Life Separate Account L1 7 Inapplicable 8 Financial Statements 9 Inapplicable 10(a), (b), (c), (d), (e) Policy Summary; Policy Values, Determining Values in the Variable Division; Charges, Deductions and Refunds; Surrender; Partial Withdrawals; Guaranteed Interest Division; Transfers of Account Value; Right to Exchange Policy; Lapse; Reinstatement; Premiums 10(f) Voting Privileges; Right to Change Operations 10(g), (h) Right to Change Operations 10(i) Tax Considerations; Detailed Information about the Policy; General Policy Provisions; Guaranteed Interest Division 11, 12 Security Life Separate Account L1 13 Policy Summary; Charges, Deductions and Refunds; and Group or Sponsored Arrangements, or Corporate Purchasers ii Form N-8B-2 Item No. Caption in Prospectus -------------------- --------------------- 14, 15 Policy Summary; Free Look Period; General Policy Provisions; Applying for a Policy 16 Premiums; Investment Date and Allocation of Net Premiums; How We Calculate Accumulation Unit Values 17 Premium Payments Affect Your Coverage; Surrender; Partial Withdrawals 18 Policy Summary; Tax Considerations; Detailed Information about the Policy; Security Life Separate Account L1; Persistency Refund 19 Reports to Owners; Notification and Claims Procedures; Performance Information (Appendix C) 20 See 10(g) & 10(a) 21 Policy Loans 22 Policy Summary; Premiums; Grace Period; Security Life Separate Account L1; Detailed Information about the Policy 23 Inapplicable 24 Inapplicable 25 Security Life of Denver Insurance Company 26 Inapplicable 27, 28, 29, 30 Security Life of Denver Insurance Company 31, 32, 33, 34 Inapplicable 35 Inapplicable 36 Inapplicable iii Form N-8B-2 Item No. Caption in Prospectus -------------------- --------------------- 37 Inapplicable 38, 39, 40, 41(a) General Policy Provisions; Distribution of the Policies; Security Life of Denver Insurance Company 41(b), 41(c), 42, 43 Inapplicable 44 Determining Values in the Variable Division; How We Calculate Accumulation Unit Values 45 Inapplicable 46 Partial Withdrawals; Detailed Information about the Policy 47, 48, 49, 50 Inapplicable 51 Detailed Information about the Policy 52 Determining Values in the Variable Division; Right to Change Operations 53(a) Tax Considerations 53(b), 54, 55 Inapplicable 56, 57, 58 Inapplicable 59 Financial Statements iv SUPPLEMENT DATED OCTOBER 13, 2000, TO THE PROSPECTUS DATED MAY 1, 2000, FOR FIRSTLINE VARIABLE UNIVERSAL LIFE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES ISSUED BY SECURITY LIFE OF DENVER INSURANCE COMPANY AND SECURITY LIFE SEPARATE ACCOUNT L1 THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS DATED MAY 1, 2000. PLEASE READ IT CAREFULLY AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE. NEW INVESTMENT PORTFOLIOS. Effective October 13, 2000, four new investment portfolios are available under your Policy; this supplement provides you with certain information about these new portfolios: Janus Aspen Aggressive Growth (Service Shares); Janus Aspen Growth (Service Shares); Janus Aspen International Growth (Service Shares); and Janus Aspen Worldwide Growth (Service Shares). For a more complete description of the new portfolios' investments, risks, costs and expenses, please see the accompanying prospectus for the new portfolios. Premium allocation and transfers of account value to the new portfolios are subject to the terms of your Policy and are described in your May 1, 2000 prospectus. * * * * * * * * * * * * * * * * * The second sentence of the first paragraph in the "Fees and Expenses of the Investment Portfolios" subsection on page 6 is deleted and replaced as follows: "This price reflects investment management fees, any 12b-1 fees and other direct expenses deducted from the portfolio assets." * * * * * * * * * * * * * * * * * FirstLine Page 1 of 3 The following information is added to the "Investment Portfolio Annual Expenses" on pages 7 - 8:
Fees and Total Expenses Total Net Management 12b-1 Other Portfolio Waived or Portfolio Portfolio Fees Fees Expenses Expenses Reimbursed Expenses --------- ---- ---- -------- -------- ---------- -------- JANUS ASPEN SERIES SERVICE SHARES /11/ Janus Aspen Aggressive Growth 0.65% 0.25% 0.02% 0.92% N/A 0.92% Janus Aspen Growth 0.65% 0.25% 0.02% 0.92% N/A 0.92% Janus Aspen International Growth 0.65% 0.25% 0.11% 1.01% N/A 1.01% Janus Aspen Worldwide Growth 0.65% 0.25% 0.05% 0.95% N/A 0.95%
---------------------------- /11/ Janus Aspen Series Service Shares have a distribution plan or "Rule 12b-1 plan" which is described in the Funds' prospectuses. Expenses are based on the estimated expenses that the Service Shares Class of each Portfolio expects to incur in its initial fiscal year. All expenses are shown without the effect of any expense offset arrangements. * * * * * * * * * * * * * * * * * The following sentence is added to the end of the last paragraph of the "Investment Portfolio Objectives" subsection on page 13: "We receive 12b-1 fees from some investment portfolios." * * * * * * * * * * * * * * * * * The following information is added to the "Investment Portfolio Objectives" on pages 14 - 17:
------------------------------------------------------------------------------------------------------------------------------- INVESTMENT PORTFOLIO OBJECTIVES ---------------------------------- -------------------------------- ----------------------------------------------------------- Variable Investment Option Investment Company/ Adviser/ Investment Objective Manager/ Sub-Adviser ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen Aggressive Growth Investment Company: Seeks long-term growth of capital by investing primarily Portfolio Service Shares Janus Aspen Series in common stocks selected for their growth potential and Investment Adviser: normally investing at least 50% of its equity assets in Janus Capital medium-sized companies which fall within the range of companies in the S&P(R) MidCap 400 Index. ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen Growth Portfolio Service Investment Company: Seeks long-term growth of capital in a manner consistent Shares Janus Aspen Series with preservation of capital by investing primarily in Investment Adviser: common stocks selected for their growth potential. Janus Capital Although the portfolio can invest in companies of any size, it generally invests in larger, more established companies. ---------------------------------- -------------------------------- -----------------------------------------------------------
FirstLine Page 2 of 3
------------------------------------------------------------------------------------------------------------------------------- INVESTMENT PORTFOLIO OBJECTIVES ---------------------------------- -------------------------------- ----------------------------------------------------------- Variable Investment Option Investment Company/ Adviser/ Investment Objective Manager/ Sub-Adviser ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen International Growth Investment Company: Seeks long-term growth of capital by investing at least Portfolio Service Shares Janus Aspen Series 65% of its total assets in securities of issuers from at Investment Adviser: least five different countries, excluding the United Janus Capital States. Although the portfolio intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers and it may at times invest all of its assets in fewer than five countries or even a single country. ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen Worldwide Growth Portfolio Investment Company: Seeks long-term growth of capital in a manner consistent Service Shares Janus Aspen Series with preservation of capital by investing primarily in Investment Adviser: common stocks of companies of any size throughout the Janus Capital world. The portfolio normally invests in issuers from at least five different countries, including the United States. The portfolio may at times invest in fewer than five countries or even a single country. ---------------------------------- -------------------------------- -----------------------------------------------------------
* * * * * * * * * * * * * * * * * The second sentence of the fifth paragraph of the "Guaranteed Minimum Death Benefit" subsection on page 26 is hereby corrected to read as follows: "If there is not sufficient net account value to pay a charge, it is permanently waived." * * * * * * * * * * * * * * * * * FINANCIAL INFORMATION. Your May 1, 2000 prospectus includes financial statements for the Company for the fiscal year ended December 31, 1999. The Company generally does not prepare financial statements more often than annually and believes that any incremental benefit to prospective policy holders that may result from preparing and delivering more current financial statements, though unaudited, does not justify the additional cost that would be incurred. There have been no adverse changes in the Company's financial condition or operations since December 31, 1999. * * * * * * * * * * * * * * * * * FirstLine Page 3 of 3 SUPPLEMENT DATED OCTOBER 13, 2000, TO THE PROSPECTUS DATED MAY 1, 2000, FOR FIRSTLINE II VARIABLE UNIVERSAL LIFE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES ISSUED BY SECURITY LIFE OF DENVER INSURANCE COMPANY AND SECURITY LIFE SEPARATE ACCOUNT L1 THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS DATED MAY 1, 2000. PLEASE READ IT CAREFULLY AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE. NEW INVESTMENT PORTFOLIOS. Effective October 13, 2000, four new investment portfolios are available under your Policy; this supplement provides you with certain information about these new portfolios: Janus Aspen Aggressive Growth (Service Shares); Janus Aspen Growth (Service Shares); Janus Aspen International Growth (Service Shares); and Janus Aspen Worldwide Growth (Service Shares). For a more complete description of the new portfolios' investments, risks, costs and expenses, please see the accompanying prospectus for the new portfolios. Premium allocation and transfers of account value to the new portfolios are subject to the terms of your Policy and are described in your May 1, 2000 prospectus. * * * * * * * * * * * * * * * * * The second sentence of the first paragraph in the "Fees and Expenses of the Investment Portfolios" subsection on page 6 is deleted and replaced as follows: "This price reflects investment management fees, any 12b-1 fees and other direct expenses deducted from the portfolio assets." * * * * * * * * * * * * * * * * * FirstLine II Page 1 of 3 The following information is added to the "Investment Portfolio Annual Expenses" on pages 7 - 8:
Fees and Total Expenses Total Net Management 12b-1 Other Portfolio Waived or Portfolio Portfolio Fees Fees Expenses Expenses Reimbursed Expenses --------- ---- ---- -------- -------- ---------- -------- JANUS ASPEN SERIES SERVICE SHARES /11/ Janus Aspen Aggressive Growth 0.65% 0.25% 0.02% 0.92% N/A 0.92% Janus Aspen Growth 0.65% 0.25% 0.02% 0.92% N/A 0.92% Janus Aspen International Growth 0.65% 0.25% 0.11% 1.01% N/A 1.01% Janus Aspen Worldwide Growth 0.65% 0.25% 0.05% 0.95% N/A 0.95%
---------------------------- /11/ Janus Aspen Series Service Shares have a distribution plan or "Rule 12b-1 plan" which is described in the Funds' prospectuses. Expenses are based on the estimated expenses that the Service Shares Class of each Portfolio expects to incur in its initial fiscal year. All expenses are shown without the effect of any expense offset arrangements. * * * * * * * * * * * * * * * * * The following sentence is added to the end of the last paragraph of the "Investment Portfolio Objectives" subsection on page 13: " We receive 12b-1 fees from some investment portfolios." * * * * * * * * * * * * * * * * * The following information is added to the "Investment Portfolio Objectives" on pages 14 - 17:
------------------------------------------------------------------------------------------------------------------------------- INVESTMENT PORTFOLIO OBJECTIVES ---------------------------------- -------------------------------- ----------------------------------------------------------- Variable Investment Option Investment Company/ Adviser/ Investment Objective Manager/ Sub-Adviser ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen Aggressive Growth Investment Company: Seeks long-term growth of capital by investing primarily Portfolio Service Shares Janus Aspen Series in common stocks selected for their growth potential and Investment Adviser: normally investing at least 50% of its equity assets in Janus Capital medium-sized companies which fall within the range of companies in the S&P(R) MidCap 400 Index. ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen Growth Portfolio Service Investment Company: Seeks long-term growth of capital in a manner consistent Shares Janus Aspen Series with preservation of capital by investing primarily in Investment Adviser: common stocks selected for their growth potential. Janus Capital Although the portfolio can invest in companies of any size, it generally invests in larger, more established companies. ---------------------------------- -------------------------------- -----------------------------------------------------------
FirstLine II Page 2 of 3
------------------------------------------------------------------------------------------------------------------------------- INVESTMENT PORTFOLIO OBJECTIVES ---------------------------------- -------------------------------- ----------------------------------------------------------- Variable Investment Option Investment Company/ Adviser/ Investment Objective Manager/ Sub-Adviser ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen International Growth Investment Company: Seeks long-term growth of capital by investing at least Portfolio Service Shares Janus Aspen Series 65% of its total assets in securities of issuers from at Investment Adviser: least five different countries, excluding the United Janus Capital States. Although the portfolio intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers and it may at times invest all of its assets in fewer than five countries or even a single country. ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen Worldwide Growth Portfolio Investment Company: Seeks long-term growth of capital in a manner consistent Service Shares Janus Aspen Series with preservation of capital by investing primarily in Investment Adviser: common stocks of companies of any size throughout the Janus Capital world. The portfolio normally invests in issuers from at least five different countries, including the United States. The portfolio may at times invest in fewer than five countries or even a single country. ---------------------------------- -------------------------------- -----------------------------------------------------------
* * * * * * * * * * * * * * * * * FINANCIAL INFORMATION. Your May 1, 2000 prospectus includes financial statements for the Company for the fiscal year ended December 31, 1999. The Company generally does not prepare financial statements more often than annually and believes that any incremental benefit to prospective policy holders that may result from preparing and delivering more current financial statements, though unaudited, does not justify the additional cost that would be incurred. There have been no adverse changes in the Company's financial condition or operations since December 31, 1999. * * * * * * * * * * * * * * * * * FirstLine II Page 3 of 3 The following papers and documents are incorporated herein by reference to Post-Effective Amendment No. 12 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account Ll, filed with the Securities and Exchange Commission on April 25, 2000 (File No. 33-74190): each prospectus. PART II UNDERTAKING TO FILE REPORTS Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on May 1, 1997 (File No. 33-74190). UNDERTAKING REGARDING INDEMNIFICATION Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form S- 6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on May 1, 1997 (File No. 33-74190). UNDERTAKING REQUIRED BY SECTION 26(E)(2)(A) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED Security Life of Denver Insurance Company represents that the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by the Company. CONTENTS OF REGISTRATION STATEMENT This Registration Statement comprises the following papers and documents: The facing sheet. Cross-Reference table. The prospectuses. (Incorporated by reference) FirstLine FirstLine II The undertaking to file reports. The undertaking regarding indemnification. The undertaking required by Section 26(e)2(A) of the Investment Company Act of 1940, as amended. The signatures. Written consents of the following persons: James L. Livingston, Jr. (See Exhibit 6A). Ernst & Young LLP (See Exhibit 7A). Sutherland Asbill & Brennan LLP (See Exhibit 7B). -------------------------------------------------------------------------------- FirstLine II - 1 The following exhibits: 1.A (1) Resolution of the Executive Committee of the Board of Directors of Security Life of Denver Insurance Company ("Security Life of Denver") authorizing the establishment of the Registrant./6/ (2) Not Applicable. (3) (a) Security Life of Denver Distribution Agreement./6/ (i) Amendment to Security Life of Denver Insurance Company Distribution Agreement./8/ (ii) Amendment to Security Life of Denver Insurance Company Distribution Agreement./7/ (b) Specimen Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Compensation Schedule. /5/ (i) Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Paine Webber Incorporated./1/ (ii) Compensation Schedule./11/ (c) Commission Schedule for Policies. /5/ (d) Specimen Master Sales and Supervisory Agreement with Compensation Schedule./11/ (4) Not Applicable. (5) (a) Specimen Variable Universal Life Insurance Policy (Form No. 1195 (VUL)-5/97). /1/ (i) Specimen Variable Universal Life Policy issued in Massachusetts (Form No. 1195 (VUL)-MA-5/97)./1/ (ii) Specimen Variable Universal Life Policy issued in Maryland. (Form No. 1195 (VUL)- MA-5/97)./1/ (iii) Specimen Variable Universal Life Policy issued in Texas. (Form No. 1195 (VUL)-MA- 5/97)./1/ (iv) Specimen Variable Universal Life Insurance Policy (Form No. 2500 (VUL)-7/97)./2/ (v) Specimen Variable Universal Life Insurance Policy (Form No. 2502 (VUL)-6/98)./9/ (b) Adjustable Term Insurance Rider (Form No. R2000-3/96)./1/ (c) Right to Exchange Rider (Form No. R-1504)./9/ (d) Waiver of Cost of Insurance Rider (Form No. R-1505)./9/ (e) Waiver of Specified Premium Total Disability Rider (Form No. R-1506)./9/ (f) Aviation Exclusion Rider (Form No. S-9622)./9/ (g) Additional Insured Rider (Form No. R-2002)./9/ (h) Continuation of Coverage After Age 100 Endorsement./11/ (6) (a) Security Life of Denver's Restated Articles of Incorporation./6/ (b-g) Amendments to Articles of Incorporation through June 12, 1987./6/ (h) Security Life of Denver's By-Laws./6/ (i) Bylaws of Security Life of Denver Insurance Company (Restated with Amendments through September 30, 1997). /4/ (7) Not Applicable. (8) (a) Addendum to Sales Agreement./6/ (i) Participation Agreement by and among AIM Variable Insurance Funds, Inc., Life Insurance Company, on Behalf of Itself and its Separate Accounts and Name of Underwriter of Variable Contracts and Policies. /5/ (ii) Sales Agreement by and among The Alger American Fund, Fred Alger Management, Inc., and Security Life of Denver Insurance Company./6/ (iii) Sales Agreement by and among Neuberger & Berman Advisers Management Trust, Neuberger & Berman Management Incorporated, and Security Life of Denver Insurance Company./6/ (iv) Participation Agreement among Variable Insurance Products -------------------------------------------------------------------------------- FirstLine II - 2 Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (v) Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (vi) Participation Agreement among INVESCO Variable Investment Funds, Inc., INVESCO Funds Group, Inc., and Security Life of Denver Insurance Company./6/ (vii) Participation Agreement between Van Eck Investment Trust and the Trust's investment adviser, Van Eck Associates Corporation, and Security Life of Denver Insurance Company./6/ (b) (i) First Amendment to Fund Participation Agreement between Security Life of Denver, Van Eck Investment Trust and Van Eck Associates Corporation. /5/ (ii) Second Amendment to Fund Participation Agreement between Security Life of Denver, Van Eck Worldwide Insurance Trust and Van Eck Associates Corporation. /5/ (iii) Assignment and Modification Agreement between Neuberger & Berman Advisers Management Trust, Neuberger & Berman Management Incorporated, Neuberger & Berman Advisers Management Trust, Advisers Managers Trust and Security Life of Denver Insurance Company. /5/ (iv) First Amendment to Participation Agreement by and among The Alger American Fund, Fred Alger Management, Inc., Security Life of Denver Insurance Company./6/ (v) First Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (vi) Second Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (vii) First Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (viii)Second Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (ix) First Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc./6/ (x) Third Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./9/ (xi) Third Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./9/ (xii) Fourth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./4/ (xiii)Fourth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./4/ (xiv) Amendment No. 2 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc./4/ (xv) Fourth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc./6/ (xvi) Amendment No. 3 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc./6/ (xvii)Fifth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ -------------------------------------------------------------------------------- FirstLine II - 3 (xviii)Fifth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (xix) Amendment No. 4 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc./10/ (xx) Sixth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./10/ (xxi) Sixth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./10/ (xxii) Fifth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc./10/ (xxiii)Seventh Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./11/ (xxiv)Seventh Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (xxv) Eighth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (xxvi)Addendum to Fund Participation Agreement among Security Life of Denver Insurance Company, Neuberger Berman Advisers Management Trust, Advisers Managers Trust and Neuberger Berman Management Inc. (xxvii)Fund Participation Agreement between Janus Aspen Series and Security Life of Denver Insurance Company. (c)(i) Service Agreement between Fred Alger Management, Inc. and Security Life of Denver Insurance Company./6/ (ii) Expense Allocation Agreement between A I M Advisors, Inc., AIM Distributors, Inc. and Security Life of Denver./9/ (iii) Service Agreement between INVESCO Funds Group, Inc. and Security Life of Denver Insurance Company./9/ (iv) Service Agreement between Neuberger & Berman Management Incorporated and Security Life of Denver Insurance Company./9/ (v) Service Agreement between Fidelity Investments Institutional Operations Company, Inc. and Security Life of Denver Insurance Company./9/ (vi) Side Letter between Van Eck Worldwide Insurance Trust and Security Life of Denver Insurance Company./9/ (vii) Distribution and Shareholder Services Agreement between Janus Distributors, Inc. and Security Life of Denver Insurance Company. (d) Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation./6/ (e) Amendment to Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation./6/ (9) Not Applicable. (10) (a) Specimen Variable Life Insurance Application (Form No. Q-2006-9/97)./2/ (i) Variable Life Application Insert./7/ (ii) Binding Limited Life Insurance Coverage Form./9/ (iii) Automatic Telephone Privileges Sticker./9/ (iv) Variable Life Application Insert./11/ (b) Specimen Variable Life Insurance Application (Form No. Q-1155-98)./3/ -------------------------------------------------------------------------------- FirstLine II - 4 2. Included as Exhibit 1.A(5) above. 3.A Opinion and Consent of Eugene L. Copeland as to securities being registered./6/ B Opinion and Consent of Gary W. Waggoner as to securities being registered. 4. Not Applicable. 5. Not Applicable. 6.A Opinion and Consent of James L. Livingston, Jr. 7.A Consent of Ernst & Young LLP. B Consent of Sutherland Asbill & Brennan LLP. 8. Not Applicable. 11. Issuance, Transfer and Redemption Procedures Memorandum./11/ --------------- /1/ Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 30, 1997 (File No. 33-88148). /2/ To be used on or before May 1, 1998. /3/ To be used on or before May 1, 1998, where Exhibit 1.A(10)(a)(i) has not been approved. /4/ Incorporated herein by reference to Post-Effective Amendment No. 5 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on October 29, 1997 (File No. 33-74190). /5/ Incorporated herein by reference to Post-Effective Amendment No. 6 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on March 2, 1998 (File No. 33-74190). /6/ Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 27, 1998 (File No. 33-74190). /7/ Incorporated herein by reference to the Post-Effective Amendment No. 10 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 23, 1999 (File No. 33-74190). /8/ Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on December 3, 1999 (File No. 333-90577). /9/ Incorporated herein by reference to the Post-Effective Amendment No. 11 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 29, 1999 (File No. 33-74190). /10/ Incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on February 29, 2000 (File No. 333-72753). /11/ Incorporated herein by reference to the Post-Effective Amendment No. 12 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 25, 2000 (File No. 33-74190). -------------------------------------------------------------------------------- FirstLine II - 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Security Life of Denver Insurance Company and the Registrant, Security Life Separate Account L1, certify that they meet all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under Securities Act of 1933 and have duly caused this Post-Effective Amendment No. 13 to the Registration Statement to be signed on their behalf by the undersigned, hereunto duly authorized, and their seal to be hereunto fixed and attested, all in the City and County of Denver and the State of Colorado on the 10th day of October, 2000. SECURITY LIFE OF DENVER INSURANCE COMPANY (Depositor) BY: /s/ Stephen M. Christopher --------------------------------- Stephen M. Christopher President (Seal) ATTEST: /s/ Gary W. Waggoner ------------------------------------ Gary W. Waggoner SECURITY LIFE SEPARATE ACCOUNT L1 (Registrant) BY: SECURITY LIFE OF DENVER INSURANCE COMPANY (Depositor) BY: /s/ Stephen M. Christopher --------------------------------- Stephen M. Christopher President (Seal) ATTEST: /s/ Gary W. Waggoner ------------------------------------ Gary W. Waggoner -------------------------------------------------------------------------------- FirstLine II - 6 Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 13 to the Registration Statement has been signed below by the following persons in the capacities with Security Life of Denver Insurance Company and on the date indicated. PRINCIPAL EXECUTIVE OFFICERS: /s/ Stephen M. Christopher ------------------------------------ Stephen M. Christopher President, Chief Executive Officer and Chairman /s/ James L. Livingston, Jr. ------------------------------------ James L. Livingston, Jr. Executive Vice President, CFO and Chief Actuary PRINCIPAL ACCOUNTING OFFICER: /s/ Vice President and Controller ------------------------------------ Shari A. Enger Vice President and Controller DIRECTORS: /s/ P. Randall Lowery ------------------------------------ P. Randall Lowery /s/ Mark A. Tullis ------------------------------------ Mark A. Tullis -------------------------------------------------------------------------------- FirstLine II - 7 EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 1.A(8)(b)(xxiv) Seventh Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. 1.A(8)(b)(xxv) Eighth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. 1.A(8)(b)(xxvi) Addendum to Fund Participation Agreement among Security Life of Denver Insurance Company, Neuberger Berman Advisers Management Trust, Advisers Managers Trust and Neuberger Berman Management Inc. 1.A(8)(b)(xxvii) Fund Participation Agreement between Janus Aspen Series and Security Life of Denver Insurance Company. 1.A(8)(c)(vii) Distribution and Shareholder Services Agreement by and between Janus Distributors, Inc. and Security Life of Denver. 3.B Opinion and Consent of Gary W. Waggoner as to securities being registered. 6.A Opinion and Consent of James L. Livingston, Jr. 7.A Consent of Ernst & Young LLP. B Consent of Sutherland Asbill & Brennan LLP. -------------------------------------------------------------------------------- FirstLine II - 8