of your policy prospectus for information about making investment portfolio transfers, including applicable restrictions and limits on transfers. " On the Merger Effective Date, your investment in an investment portfolio that invests in a Disappearing Fund will automatically become an investment in the investment portfolio that invests in the corresponding Surviving Fund with an equal total net asset value. Unless you provide us with alternative allocation instructions, all future premiums received that would have been allocated to an investment portfolio corresponding to a Disappearing Fund will be automatically allocated to the investment portfolio corresponding to the applicable Surviving Fund.<br><br> You may give us alternative allocation instructions by contacting our ING Customer Service Center at P.O. Box 5065, Minot, ND 58702-5065, 1-877-253-5050 or www.ingservicecenter.com. See the cTransfer of Account Value d section on page 41 of your policy prospectus for information about making allocation changes.<br><br> " After the Merger Effective Date, the Disappearing Funds will no longer exist and there will be no further disclosure regarding them in future supplements to the policy prospectus. " You will not incur any fees or charges or any tax liability because of the mergers, and your Account Value immediately before the mergers will equal your Account Value immediately after the mergers. 154377 Page 2 of 2 August 2009 IMPORTANT INFORMATION REGARDING THE SURVIVING FUNDS " The Surviving Funds will be available through your policy beginning on the Merger Effective Date.<br><br> " The Surviving Funds are structured as cfund of funds. d A fund structured as a cfund of fund d may have higher fees and expenses than a fund that invests directly in debt and equity securities because it also incurs the fees and expenses of the underlying funds in which it invests. Unlike the Disappearing Funds, which have historically invested primarily in actively managed funds, the Surviving Funds invest primarily in funds that are passively managed index funds. Please refer to the fund prospectus for information about the aggregate annual operating expenses of a Surviving Fund and its corresponding underlying fund or funds.<br><br> " The Surviving Funds replace the Disappearing Funds in relation to the diversification requirement under the Guaranteed Minimum Death Benefit. Accordingly, for purposes of the Guaranteed Minimum Death Benefit your policy will be sufficiently diversified if at least 65% of your net account value is allocated to one or more of the Surviving Funds. See the supplement dated July 24, 2007, to your policy prospectus for more information about your policy 9s diversification requirements.<br><br> " The following chart lists each Surviving Fund 9s investment adviser/subadviser and investment objective. More detailed information about the Surviving Funds can be found in the current prospectus for each Surviving Fund. Fund Name Investment Adviser/ Subadviser Investment Objective ING Retirement Growth Portfolio (Class I) Investment Adviser : Directed Services LLC Asset Allocation Consultants : ING Investment Management Co.<br><br> Seeks a high level of total return (consisting of capital appreciation and income) consistent with a level of risk that can be expected to be greater than that of ING Retirement Moderate Growth Portfolio. ING Retirement Moderate Growth Portfolio (Class I) Investment Adviser : Directed Services LLC Asset Allocation Consultants : ING Investment Management Co. Seeks a high level of total return (consisting of capital appreciation and income) consistent with a level of risk that can be expected to be greater than that of ING Retirement Moderate Portfolio but less than that of ING Retirement Growth Portfolio.<br><br> ING Retirement Moderate Portfolio (Class I) Investment Adviser : Directed Services LLC Asset Allocation Consultants : ING Investment Management Co.. Seeks a high level of total return (consisting of capital appreciation and income) consistent with a level of risk that can be expected to be less than that of ING Retirement Moderate Growth Portfolio. MORE INFORMATION IS AVAILABLE More information about the Surviving Funds, including information about the risks associated with investing in them, can be found in the current prospectus and Statement of Additional Information for that Surviving Fund.<br><br> You may obtain these documents by contacting us at our: ING Customer Service Center P.O. Box 5065 Minot, ND 58702-5065 1-877-253-5050 154061 Page 1 of 1 June 2009 PROSPECTUS SUPPLEMENT SECURITY LIFE OF DENVER INSURANCE COMPANY and its SECURITY LIFE SEPARATE ACCOUNT L1 SECURITY LIFE SEPARATE ACCOUNT S-L1 Supplement Dated June 24, 2009 This supplement amends certain information contained in the prospectus supplement effective as of May 1, 2009. Please read it carefully and keep it with your prospectus for future reference.<br><br> IMPORTANT INFORMATION ABOUT THE ING U.S. BOND INDEX PORTFOLIO On May 4, 2009, Lehman Brothers Asset Management LLC, as subadviser to the ING U.S. Bond Index Portfolio, was renamed Neuberger Berman Fixed Income LLC.<br><br> Accordingly, the reference on page 10 of the above-referenced supplement to Lehman Brothers Asset Management LLC is to be replaced with Neuberger Berman Fixed Income LLC. 153391 Page 1 of 11 May 2009 ESTATE DESIGNER FIRSTLINE FIRSTLINE II STRATEGIC ADVANTAGE STRATEGIC ADVANTAGE II VARIABLE SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES issued by Security Life of Denver Insurance Company and its Security Life Separate Account L1 Supplement Effective as of May 1, 2009 This supplement updates certain information contained in your current variable life insurance prospectus and supplements thereto. Please read it carefully and keep it with your prospectus for future reference.<br><br> __________________________________________________________________________ IMPORTANT INFORMATION REGARDING FUND NAME CHANGES Effective May 1, 2009, certain of the funds available through the Security Life Separate Account L1 will change their names as follows: Former Fund Name Current Fund Name ING Columbia Small Cap Value II Portfolio ING Columbia Small Cap Value Portfolio ING Global Real Estate Portfolio ING Clarion Global Real Estate Portfolio ING Julius Baer Foreign Portfolio ING Artio Foreign Portfolio ING Legg Mason Value Portfolio ING Growth and Income Portfolio II ING Lehman Brothers U.S. Aggregate Bond Index ® Portfolio ING U.S. Bond Index Portfolio ING Opportunistic LargeCap Value Portfolio 1 ING Opportunistic LargeCap Portfolio ING PIMCO Core Bond Portfolio ING PIMCO Total Return Bond Portfolio ING VP Balanced Portfolio ING Balanced Portfolio ING VP Growth and Income Portfolio ING Growth and Income Portfolio ING VP Index Plus International Equity Portfolio ING Index Plus International Equity Portfolio ING VP Index Plus LargeCap Portfolio ING Index Plus LargeCap Portfolio ING VP Index Plus MidCap Portfolio ING Index Plus MidCap Portfolio ING VP Index Plus SmallCap Portfolio ING Index Plus SmallCap Portfolio ING VP Intermediate Bond Portfolio ING Intermediate Bond Portfolio ING VP MidCap Opportunities Portfolio 1 ING MidCap Opportunities Portfolio ING VP SmallCap Opportunities Portfolio ING SmallCap Opportunities Portfolio ING VP Strategic Allocation Conservative Portfolio 1 ING Strategic Allocation Conservative Portfolio ING VP Strategic Allocation Growth Portfolio 1 ING Strategic Allocation Growth Portfolio ING VP Strategic Allocation Moderate Portfolio 1 ING Strategic Allocation Moderate Portfolio 1 On April 28, 2006, the subaccount that invested in this fund was closed to new investors and to new investments by existing investors.<br><br> 153391 Page 2 of 11 May 2009 NOTICE OF UPCOMING FUND MERGERS Effective July 20, 2009 (the cMerger Effective Date d), the following Disappearing Funds will merge into and become part of the following Surviving Funds: Disappearing Funds Surviving Funds ING American Century Large Company Value Portfolio 2 ING T. Rowe Price Equity Income Portfolio ING JPMorgan Value Opportunities Portfolio ING Russell TM Large Cap Value Index Portfolio ING Neuberger Berman Partners Portfolio ING Russell TM Large Cap Index Portfolio ING Oppenheimer Main Street ® Portfolio ING Russell TM Large Cap Index Portfolio ING Van Kampen Capital Growth Portfolio ING Russell TM Large Cap Growth Index Portfolio Effective August 10, 2009 (the cMerger Effective Date d), the following Disappearing Funds will merge into and become part of the following Surviving Funds: Disappearing Funds Surviving Funds ING AllianceBernstein Mid Cap Growth Portfolio ING Russell TM Mid Cap Growth Index Portfolio ING Growth and Income Portfolio II ING Growth and Income Portfolio ING Index Plus International Equity Portfolio ING International Index Portfolio IMPORTANT INFORMATION REGARDING THE UPCOMING FUND MERGERS " Prior to the Merger Effective Date, you may transfer amounts allocated to a subaccount that invests in a Disappearing Fund to any other available subaccount or to the Fixed Account. See the cTransfers d section of your policy prospectus for information about making subaccount transfers, including applicable restrictions and limits on transfers.<br><br> " On the Merger Effective Date, your investment in a subaccount that invests in a Disappearing Fund will automatically become an investment in the subaccount that invests in the corresponding Surviving Fund with an equal total net asset value. Unless you provide us with alternative allocation instructions, all future premiums received that would have been allocated to a subaccount corresponding to a Disappearing Fund will be automatically allocated to the subaccount corresponding to the applicable Surviving Fund. You may give us alternative allocation instructions by contacting our ING Customer Service Center at P.O.<br><br> Box 5065, Minot, ND 58702-5065, 1-877-253-5050 or www.ingservicecenter.com. See the cTransfers d section of your policy prospectus for information about making allocation changes. " After the Merger Effective Date, the subaccounts that invest in the Disappearing Funds will no longer be available through your policy.<br><br> " You will not incur any fees or charges or any tax liability because of the mergers, and your policy value immediately before the mergers will equal your policy value immediately after the mergers. " There will be no further disclosure regarding the Disappearing Funds in future supplements to the policy prospectus. " Because of the upcoming fund mergers, the following funds will be added, effective May 1, 2009, to your policy as available investment options: 2 ING Growth and Income Portfolio 2 ING International Index Portfolio 2 ING Russell TM Large Cap Growth Index Portfolio 2 ING Russell TM Large Cap Index Portfolio 2 ING Russell TM Large Cap Value Index Portfolio 2 ING Russell TM Mid Cap Growth Index Portfolio 2 On April 28, 2006, the subaccount that invested in this fund was closed to new investors and to new investments by existing investors.<br><br> 153391 Page 3 of 11 May 2009 IMPORTANT INFORMATION ABOUT THE FUNDS AVAILABLE THROUGH THE POLICY Effective May 1, 2009, subaccounts which invest in the following funds are available through the policy: " American Funds 3 Growth Fund (Class 2) " American Funds 3 Growth-Income Fund (Class 2) " American Funds 3 International Fund (Class 2) " BlackRock Global Allocation V.I. Fund (Class III) " Fidelity ® VIP Contrafund ® Portfolio (Service Class) " Fidelity ® VIP Equity-Income Portfolio (Service Class) " ING AllianceBernstein Mid Cap Growth Portfolio (Class I) " ING Artio Foreign Portfolio (Class I) " ING BlackRock Large Cap Growth Portfolio (Class I) " ING Clarion Global Real Estate Portfolio (Class S) " ING Evergreen Health Sciences Portfolio (Class I) " ING Evergreen Omega Portfolio (Class I) " ING FMR SM Diversified Mid Cap Portfolio (Class I) " ING Focus 5 Portfolio (Class I) " ING Franklin Templeton Founding Strategy Portfolio (Class I) 3 " ING Global Resources Portfolio (Class I) " ING Growth and Income Portfolio II (Class I) " ING Index Plus International Equity Portfolio (Class S) " ING JPMorgan Emerging Markets Equity Portfolio (Class I) " ING JPMorgan Small Cap Core Equity Portfolio (Class I) " ING JPMorgan Value Opportunities Portfolio (Class I) " ING LifeStyle Aggressive Growth Portfolio (Class I) 3 " ING LifeStyle Growth Portfolio (Class I) 3 " ING LifeStyle Moderate Growth Portfolio (Class I) 3 " ING LifeStyle Moderate Portfolio (Class I) 3 " ING Limited Maturity Bond Portfolio (Class S) " ING Liquid Assets Portfolio (Class I) " ING Marsico Growth Portfolio (Class I) " ING Marsico International Opportunities Portfolio (Class I) " ING MFS Total Return Portfolio (Class I) " ING MFS Utilities Portfolio (Class S) " ING Oppenheimer Main Street Portfolio ® (Class I) " ING PIMCO Total Return Bond Portfolio (Class I) " ING Pioneer Fund Portfolio (Class I) " ING Pioneer Mid Cap Value Portfolio (Class I) " ING Stock Index Portfolio (Class I) " ING T. Rowe Price Capital Appreciation Portfolio (Class I) " ING T.<br><br> Rowe Price Equity Income Portfolio (Class I) " ING Van Kampen Capital Growth Portfolio (Class I) " ING Van Kampen Growth and Income Portfolio (Class S) " ING Wells Fargo Small Cap Disciplined Portfolio (Class S) " ING Baron Small Cap Growth Portfolio (I Class) " ING Columbia Small Cap Value Portfolio (I Class) " ING JPMorgan Mid Cap Value Portfolio (I Class) " ING Neuberger Berman Partners Portfolio (I Class) " ING Oppenheimer Global Portfolio (I Class) " ING Oppenheimer Strategic Income Portfolio (S Class) " ING Pioneer High Yield Portfolio (I Class) " ING T. Rowe Price Diversified Mid Cap Growth Portfolio (I Class) " ING UBS U.S. Large Cap Equity Portfolio (I Class) " ING Van Kampen Comstock Portfolio (I Class) " ING Van Kampen Equity and Income Portfolio (I Class) " ING Balanced Portfolio (Class I) " ING Intermediate Bond Portfolio (Class I) " ING Growth and Income Portfolio (Class I) " ING Index Plus LargeCap Portfolio (Class I) " ING Index Plus MidCap Portfolio (Class I) " ING Index Plus SmallCap Portfolio (Class I) " ING International Index Portfolio (Class S) " ING Russell TM Large Cap Growth Index Portfolio (Class I) " ING Russell TM Large Cap Index Portfolio (Class I) " ING Russell TM Large Cap Value Index Portfolio (Class I) " ING Russell TM Mid Cap Growth Index Portfolio (Class I) " ING Russell TM Small Cap Index Portfolio (Class I) " ING U.S.<br><br> Bond Index Portfolio (Class I) " ING SmallCap Opportunities Portfolio (Class I) " Neuberger Berman AMT Socially Responsive Portfolio ® (Class I) More information about these funds is contained in the tables below. 3 This fund is structured as a cfund of funds. d A fund structured as a cfund of funds d may have higher fees and expenses than a fund that invests directly in debt and equity securities because it also incurs the fees and expenses of the underlying funds in which it invests. Please refer to the fund prospectus for information about the aggregate annual operating expenses of the fund and its corresponding underlying fund or funds.<br><br> 153391 Page 4 of 11 May 2009 The following chart lists the investment advisers and subadvisers and information regarding the investment objectives of the funds available through the policy. More detailed information about these funds can be found in the current prospectus and Statement of Additional Information for each fund. There is no assurance that the stated investment objectives of any of the funds will be achieved.<br><br> Shares of the funds will rise and fall in value and you could lose money by allocating policy value to the subaccounts that invest in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal Deposit Insurance Corporation or any other government agency. Except as noted, all funds are diversified, as defined under the 1940 Act.<br><br> Fund Name Investment Adviser/ Subadviser Investment Objective American Funds 3 Growth Fund (Class 2) Investment Adviser : Capital Research and Management Company Seeks growth of capital by investing primarily in common stocks. American Funds 3 Growth- Income Fund (Class 2) Investment Adviser : Capital Research and Management Company Seeks capital growth and income over time by investing primarily in U.S. common stocks or other securities that demonstrate the potential for appreciation and/or dividends.<br><br> American Funds 3 International Fund (Class 2) Investment Adviser : Capital Research and Management Company Seeks growth of capital over time by investing primarily in common stocks of companies located outside the United States. BlackRock Global Allocation V.I. Fund (Class III) Investment Adviser : BlackRock Advisors, LLC Subadvisers : BlackRock Investment Management, LLC, BlackRock Asset Management U.K.<br><br> Limited The fund seeks to provide high total return through a fully managed investment policy utilizing U.S. and foreign equity, debt and money market instruments, the combination of which will be varied from time to time both with respect to types of securities and markets in response to changing market and economic trends. Fidelity ® VIP Contrafund ® Portfolio (Service Class) Investment Adviser : Fidelity Management & Research Company Subadvisers : FMR Co., Inc.; Fidelity Management & Research (U.K.) Inc.; Fidelity Research & Analysis Company; Fidelity Investments Japan Limited; Fidelity International Investment Advisors; Fidelity International Investment Advisors (U.K.) Limited Seeks long-term capital appreciation.<br><br> 153391 Page 5 of 11 May 2009 Fund Name Investment Adviser/ Subadviser Investment Objective Fidelity ® VIP Equity-Income Portfolio (Service Class) Investment Adviser : Fidelity Management & Research Company Subadvisers : FMR Co., Inc.; Fidelity Management & Research (U.K.) Inc.; Fidelity Research & Analysis Company; Fidelity Investments Japan Limited; Fidelity International Investment Advisors; Fidelity International Investment Advisors (U.K.) Limited Seeks reasonable income. Also considers the potential for capital appreciation. Seeks to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor's 500 SM Index (S&P 500 ® ).<br><br> ING AllianceBernstein Mid Cap Growth Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : AllianceBernstein, L.P. Seeks long-term growth of capital. ING Artio Foreign Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Artio Global Management LLC Seeks long-term growth of capital.<br><br> ING BlackRock Large Cap Growth Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : BlackRock Investment Management, LLC Seeks long-term growth of capital. ING Clarion Global Real Estate Portfolio (Class S) Investment Adviser : ING Investments, LLC Subadviser : ING Clarion Real Estate Securities L.P. A non-diversified portfolio that seeks to provide investors with high total return consisting of capital appreciation and current income.<br><br> ING Evergreen Health Sciences Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Evergreen Investment Management Company, LLC A non-diversified portfolio that seeks long-term capital growth. ING Evergreen Omega Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Evergreen Investment Management Company, LLC Seeks long-term capital growth. ING FMR SM Diversified Mid Cap Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Fidelity Management & Research Co.<br><br> Seeks long-term growth of capital. ING Focus 5 Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : ING Investment Management Co. Seeks total return through capital appreciation and dividend income.<br><br> ING Franklin Templeton Founding Strategy Portfolio (Class I) Investment Adviser : Directed Services LLC Seeks capital appreciation and secondarily, income. 153391 Page 6 of 11 May 2009 Fund Name Investment Adviser/ Subadviser Investment Objective ING Global Resources Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : ING Investment Management Co. A non-diversified portfolio that seeks long-term capital appreciation.<br><br> ING Growth and Income Portfolio II (Class I) Investment Adviser : Directed Services LLC Subadviser : ING Investment Management Co. Seeks to maximize total return through investments in a diversified portfolio of common stocks and securities convertible into common stocks. ING Index Plus International Equity Portfolio (Class S) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Advisors, B.<br><br> V. Seeks to outperform the total return performance of the Morgan Stanley Capital International Europe Australasia and Far East ® Index ( cMSCI EAFE ® Index d), while maintaining a market level of risk. ING JPMorgan Emerging Markets Equity Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : J.P.<br><br> Morgan Investment Management Inc. Seeks capital appreciation. ING JPMorgan Small Cap Core Equity Portfolio (Class I) Investment Adviser: Directed Services LLC Subadviser: J.P.<br><br> Morgan Investment Management Inc. Seeks capital growth over the long term. ING JPMorgan Value Opportunities Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : J.<br><br> P. Morgan Investment Management Inc. Seeks long-term capital appreciation.<br><br> ING LifeStyle Aggressive Growth Portfolio (Class I) Investment Adviser : ING Investments, LLC Asset Allocation Consultants : Ibbotson Associates and ING Investment Management Co. Seeks growth of capital. ING LifeStyle Growth Portfolio (Class I) Investment Adviser : ING Investments, LLC Asset Allocation Consultants : Ibbotson Associates and ING Investment Management Co.<br><br> Seeks growth of capital and some current income. ING LifeStyle Moderate Growth Portfolio (Class I) Investment Adviser : ING Investments, LLC Asset Allocation Consultants : Ibbotson Associates and ING Investment Management Co. Seeks growth of capital and a low to moderate level of current income.<br><br> ING LifeStyle Moderate Portfolio (Class I) Investment Adviser : ING Investments, LLC Asset Allocation Consultants : Ibbotson Associates and ING Investment Management Co. Seeks growth of capital and current income. 153391 Page 7 of 11 May 2009 Fund Name Investment Adviser/ Subadviser Investment Objective ING Limited Maturity Bond Portfolio (Class S) Investment Adviser : Directed Services LLC Subadviser : ING Investment Management Co.<br><br> Seeks highest current income consistent with low risk to principal and liquidity and secondarily, seeks to enhance its total return through capital appreciation when market factors, such as falling interest rates and rising bond prices, indicate that capital appreciation may be available without significant risk to principal. ING Liquid Assets Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : ING Investment Management Co. Seeks high level of current income consistent with the preservation of capital and liquidity.<br><br> ING Marsico Growth Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Marsico Capital Management, LLC Seeks capital appreciation. ING Marsico International Opportunities Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Marsico Capital Management, LLC Seeks long-term growth of capital. ING MFS Total Return Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Massachusetts Financial Services Company Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital.<br><br> Secondarily seeks reasonable opportunity for growth of capital and income. ING MFS Utilities Portfolio (Class S) Investment Adviser : Directed Services LLC Subadviser : Massachusetts Financial Services Company Seeks total return. ING Oppenheimer Main Street Portfolio ® (Class I) Investment Adviser : Directed Services LLC Subadviser : OppenheimerFunds, Inc.<br><br> Seeks long-term growth of capital and future income. ING PIMCO Total Return Bond Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Pacific Investment Management Company LLC Seeks maximum total return, consistent with preservation of capital and prudent investment management. ING Pioneer Fund Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Pioneer Investment Management, Inc.<br><br> Seeks reasonable income and capital growth. ING Pioneer Mid Cap Value Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Pioneer Investment Management, Inc. Seeks capital appreciation.<br><br> 153391 Page 8 of 11 May 2009 Fund Name Investment Adviser/ Subadviser Investment Objective ING Stock Index Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : ING Investment Management Co. Seeks total return. ING T.<br><br> Rowe Price Capital Appreciation Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : T. Rowe Price Associates, Inc. Seeks, over the long-term, a high total investment return, consistent with the preservation of capital and prudent investment risk.<br><br> ING T. Rowe Price Equity Income Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : T. Rowe Price Associates, Inc.<br><br> Seeks substantial dividend income as well as long-term growth of capital. ING Van Kampen Capital Growth Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Van Kampen Seeks long-term capital appreciation. ING Van Kampen Growth and Income Portfolio (Class S) Investment Adviser : Directed Services LLC Subadviser : Van Kampen Seeks long-term growth of capital and income.<br><br> ING Wells Fargo Small Cap Disciplined Portfolio (Class S) Investment Adviser : Directed Services LLC Subadviser : Wells Capital Management, Inc. Seeks long-term capital appreciation. ING Baron Small Cap Growth Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : BAMCO, Inc.<br><br> Seeks capital appreciation. ING Columbia Small Cap Value Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : Columbia Management Advisors, LLC Seeks long-term growth of capital. ING JPMorgan Mid Cap Value Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : J.<br><br> P. Morgan Investment Management Inc. Seeks growth from capital appreciation.<br><br> ING Neuberger Berman Partners Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : Neuberger Berman Management Inc. Seeks capital growth. ING Oppenheimer Global Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : OppenheimerFunds, Inc.<br><br> Seeks capital appreciation. ING Oppenheimer Strategic Income Portfolio (Service Class) Investment Adviser : Directed Services LLC Subadviser : OppenheimerFunds, Inc. Seeks a high level of current income principally derived from interest on debt securities.<br><br> 153391 Page 9 of 11 May 2009 Fund Name Investment Adviser/ Subadviser Investment Objective ING Pioneer High Yield Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : Pioneer Investment Management, Inc. Seeks to maximize total return through income and capital appreciation. ING T.<br><br> Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : T. Rowe Price Associates, Inc. Seeks long-term capital appreciation.<br><br> ING UBS U.S. Large Cap Equity Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : UBS Global Asset Management (Americas) Inc. Seeks long-term growth of capital and future income.<br><br> ING Van Kampen Comstock Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : Van Kampen Seeks capital growth and income. ING Van Kampen Equity and Income Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : Van Kampen Seeks total return, consisting of long- term capital appreciation and current income. ING Balanced Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co.<br><br> Seeks to maximize investment return, consistent with reasonable safety of principal, by investing in a diversified portfolio of one or more of the following asset classes: stocks, bonds and cash equivalents, based on the judgment of the portfolio 9s management, of which of those sectors or mix thereof offers the best investment prospects. ING Intermediate Bond Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co. Seeks to maximize total return consistent with reasonable risk.<br><br> ING Growth and Income Portfolio (Class I) Investment Adviser: ING Investments, LLC Subadviser : ING Investment Management Co. Seeks to maximize total return through investments in a diversified portfolio of common stocks and securities convertible into common stock. ING Index Plus LargeCap Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co.<br><br> Seeks to outperform the total return performance of the Standard & Poor 9s 500 Composite Stock Price Index (S&P 500 Index), while maintaining a market level of risk. ING Index Plus MidCap Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co. Seeks to outperform the total return performance of the Standard & Poor 9s MidCap 400 Index (S&P MidCap 400 Index), while maintaining a market level of risk.<br><br> 153391 Page 10 of 11 May 2009 Fund Name Investment Adviser/ Subadviser Investment Objective ING Index Plus SmallCap Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co. Seeks to outperform the total return performance of the Standard & Poor 9s SmallCap 600 Index (S&P SmallCap 600 Index), while maintaining a market level of risk. ING International Index Portfolio (Class S) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co.<br><br> Seeks investment results (before fees and expenses) that correspond to the total return of a widely accepted International Index. ING Russell TM Large Cap Growth Index Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co. Seeks investment results (before fees and expenses) that correspond to the total return of the Russell Top 200 ® Growth Index.<br><br> ING Russell TM Large Cap Index Portfolio (Class I) Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co. Seeks investment results (before fees and expenses) that correspond to the total return of the Russell Top 200 ® Index. ING Russell TM Large Cap Value Index Portfolio (Class I) Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co.<br><br> Seeks investment results (before fees and expenses) that correspond to the total return of the Russell Top 200 ® Value Index. ING Russell TM Mid Cap Growth Index Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co. Seeks investment results (before fees and expenses) that correspond to the total return of the Russell Midcap ® Growth Index.<br><br> ING Russell TM Small Cap Index Portfolio (Class I) Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co. Seeks investment results (before fees and expenses) that correspond to the total return of the Russell 2000 ® Index. ING U.S.<br><br> Bond Index Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : Lehman Brothers Asset Management LLC Seeks investment results (before fees and expenses) that correspond to the total return of the Barclays Capital U.S. Aggregate Bond Index ® . ING SmallCap Opportunities Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co.<br><br> Seeks long-term capital appreciation. Neuberger Berman AMT Socially Responsive Portfolio ® (Class I) Investment Adviser : Neuberger Berman Management LLC Subadviser : Neuberger Berman, LLC Seeks long-term growth of capital by investing primarily in securities of companies that meet the portfolio 9s financial criteria and social policy. 153391 Page 11 of 11 May 2009 IMPORTANT INFORMATION ABOUT FUNDS CLOSED TO NEW INVESTMENT The subaccounts that invest in the following funds have been closed to new investment: " AIM V.I.<br><br> Core Equity Fund " Fidelity ® VIP Investment Grade Bond Portfolio " ING American Century Large Company Value Portfolio " ING American Century Small-Mid Cap Value Portfolio " ING BlackRock Large Cap Value Portfolio " ING Legg Mason Partners Aggressive Growth Portfolio " ING Lord Abbett Affiliated Portfolio " ING MidCap Opportunities Portfolio " ING Opportunistic LargeCap Portfolio " ING PIMCO Total Return Portfolio " ING Strategic Allocation Conservative Portfolio " ING Strategic Allocation Growth Portfolio " ING Strategic Allocation Moderate Portfolio " Van Eck Worldwide Hard Assets Fund Policy owners who have policy value allocated to one or more of the subaccounts that correspond to these funds may leave their policy value in those subaccounts, but future allocations and transfers into those subaccounts are prohibited. If your most recent premium allocation instructions includes a subaccount that corresponds to one of these funds, premium received that would have been allocated to a subaccount corresponding to one of these funds may be automatically allocated among the other available subaccounts according to your most recent premium allocation instructions. If your most recent allocation instructions do not include any available funds, you must provide us with alternative allocation instructions or the premium payment will be returned to you.<br><br> You may give us alternative allocation instructions by contacting our ING Customer Service Center at P.O. Box 5065, Minot, ND 58702-5065, 1-877-253-5050 or www.ingservicecenter.com. See the cTransfers d section of your policy prospectus for information about making allocation changes.<br><br> Your failure to provide us with alternative allocation instructions before we return your premium payment(s) may result in your policy entering the 61 day grace period and/or your policy lapsing without value. See the cLapse d section of your policy prospectus for more information about how to keep your policy from lapsing. See also the cReinstatement d section of your policy prospectus for information about how to put your policy back in force if it has lapsed.<br><br> MORE INFORMATION IS AVAILABLE More information about the funds available through your policy, including information about the risks associated with investing in them, can be found in the current prospectus and Statement of Additional Information for each fund. You may obtain these documents by contacting us at our: ING Customer Service Center P.O. Box 5065 Minot, ND 58702-5065 1-877-253-5050 150669 Page 1 of 10 August 2008 STRATEGIC ADVANTAGE AND STRATEGIC ADVANTAGE II FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES issued by Security Life of Denver Insurance Company and its Security Life Separate Account L1 Supplement Dated August 25, 2008 This supplement updates and amends certain information contained in your prospectus dated May 1, 2002.<br><br> Please read it carefully and keep it with your prospectus for future reference. __________________________________________________________________________ IMPORTANT INFORMATION REGARDING UPCOMING CHANGES IN STATE INSURANCE LAWS AND FEDERAL INCOME TAX RULES Effective January 1, 2009, to comply with state insurance and federal income tax laws, all new life insurance policies must be based on the 2001 Commissioners Standard Ordinary (CSO) mortality tables. The policy described in this prospectus is based on the 1980 CSO mortality tables ( c1980 CSO policy d).<br><br> While the policy described in this prospectus is already no longer offered for new sales, please be aware that after 2008 there may be limitations on what changes or modifications can be made to an existing 1980 CSO policy. If you are considering making any change or modification to your existing 1980 CSO policy after December 31, 2008, please contact us to see if such change or modification will be allowed. You should also consult with a qualified tax adviser to determine what effect the change or modification will have on your policy.<br><br> IMPORTANT INFORMATION REGARDING UPCOMING INVESTMENT PORTFOLIO MERGERS ING VP High Yield Bond Portfolio. On April 28, 2008, the variable interest option that invests in the ING VP High Yield Bond Portfolio was closed to new investors and to new investments by existing investors. Effective September 8, 2008, the ING VP High Yield Bond Portfolio will merge into and become part of the ING Pioneer High Yield Portfolio.<br><br> Because of this merger, your investment in the ING VP High Yield Bond Portfolio will automatically become an investment in the ING Pioneer High Yield Portfolio with an equal total net asset value. Unless you provide us with alternative allocation instructions, all future premiums received that would have been allocated to the variable interest option corresponding to the ING VP High Yield Bond Portfolio will be automatically allocated to the ING Pioneer High Yield Portfolio. You may give us alternative allocation instructions by contacting our ING Customer Service Center at P.O.<br><br> Box 5065, Minot, ND 58702-5065, 1-877- 253-5050. See the cTransfer of Account Value d section beginning on page 41 of your policy prospectus for information about making investment portfolio allocation changes. Because of this merger, effective September 8, 2008, the ING Pioneer High Yield Portfolio (Class I) will be added to your policy as an available investment option.<br><br> 150669 Page 2 of 10 August 2008 ING VP Real Estate Portfolio. On April 28, 2008, the variable interest option that invests in the ING VP Real Estate Portfolio was closed to new investors and to new investments by existing investors. Effective September 8, 2008, the ING VP Real Estate Portfolio will merge into and become part of the ING Global Real Estate Portfolio.<br><br> Because of this merger, your investment in the ING VP Real Estate Portfolio will automatically become an investment in the ING Global Real Estate Portfolio with an equal total net asset value. Unless you provide us with alternative allocation instructions, all future premiums received that would have been allocated to the variable interest option corresponding to the ING VP Real Estate Portfolio will be automatically allocated to the ING Global Real Estate Portfolio. You may give us alternative allocation instructions by contacting our ING Customer Service Center at P.O.<br><br> Box 5065, Minot, ND 58702-5065, 1-877-253-5050. See the cTransfer of Account Value d section beginning on page 41 of your policy prospectus for information about making investment portfolio allocation changes. Because of this merger, effective September 8, 2008, the ING Global Real Estate Portfolio (Class S) will be added to your policy as an available investment option.<br><br> You will not incur any fees or charges or any tax liability because of these mergers, and your policy value immediately before the mergers will equal your policy value immediately after the mergers. There will be no further disclosure regarding the ING VP High Yield Bond and ING VP Real Estate Portfolios in future supplements to the policy prospectus. INFORMATION ABOUT THE INVESTMENT PORTFOLIOS AVAILABLE THROUGH THE POLICY Effective September 8, 2008, variable interest options which invest in the following investment portfolios are available through the policy: " American Funds 3 Growth Fund (Class 2) " American Funds 3 Growth-Income Fund (Class 2) " American Funds 3 International Fund (Class 2) " Fidelity® VIP Contrafund® Portfolio (Service Class) " Fidelity® VIP Equity-Income Portfolio (Service Class) " ING AllianceBernstein Mid Cap Growth Portfolio (Class I) " ING BlackRock Large Cap Growth Portfolio (Class I) " ING Evergreen Health Sciences Portfolio (Class I) " ING Evergreen Omega Portfolio (Class I) " ING FMR SM Diversified Mid Cap Portfolio (Class I) " ING Focus 5 Portfolio (Class I) " ING Franklin Templeton Founding Strategy Portfolio (Class I) " ING Global Real Estate Portfolio (Class S) " ING Global Resources Portfolio (Class I) " ING JPMorgan Emerging Markets Equity Portfolio (Class I) " ING JPMorgan Small Cap Core Equity Portfolio (Class I) " ING JPMorgan Value Opportunities Portfolio (Class I) " ING Julius Baer Foreign Portfolio (Class I) " ING Legg Mason Value Portfolio (Class I) " ING LifeStyle Aggressive Growth Portfolio (Class I) " ING LifeStyle Growth Portfolio (Class I) " ING LifeStyle Moderate Growth Portfolio (Class I) " ING LifeStyle Moderate Portfolio (Class I) " ING Limited Maturity Bond Portfolio (Class S) " ING Liquid Assets Portfolio (Class I) " ING Marsico Growth Portfolio (Class I) " ING Marsico International Opportunities Portfolio (Class I) " ING MFS Total Return Portfolio (Class I) " ING MFS Utilities Portfolio (Class S) " ING Oppenheimer Main Street Portfolio ® (Class I) " ING PIMCO Core Bond Portfolio (Class I) " ING Pioneer Fund Portfolio (Class I) 3 " ING Pioneer Mid Cap Value Portfolio (Class I) " ING Stock Index Portfolio (Class I) " ING T.<br><br> Rowe Price Capital Appreciation Portfolio (Class I) " ING T. Rowe Price Equity Income Portfolio (Class I) " ING Van Kampen Capital Growth Portfolio (Class I) " ING Van Kampen Growth and Income Portfolio (Class S) Continued on next page. 150669 Page 3 of 10 August 2008 Continued from previous page.<br><br> " ING VP Index Plus International Equity Portfolio (Class S) " ING Wells Fargo Small Cap Disciplined Portfolio (Class S) " ING Baron Small Cap Growth Portfolio (I Class) " ING Columbia Small Cap Value II Portfolio (I Class) " ING JP Morgan Mid Cap Value Portfolio (I Class) " ING Neuberger Berman Partners Portfolio (I Class) " ING Oppenheimer Global Portfolio (I Class) " ING Oppenheimer Strategic Income Portfolio (S Class) " ING Pioneer High Yield Portfolio (I Class) " ING T. Rowe Price Diversified Mid Cap Growth Portfolio (I Class) " ING UBS U.S. Large Cap Equity Portfolio (I Class) " ING Van Kampen Comstock Portfolio (I Class) " ING Van Kampen Equity and Income Portfolio (I Class) " ING VP Balanced Portfolio (Class I) " ING VP Intermediate Bond Portfolio (Class I) " ING Lehman Brothers U.S.<br><br> Aggregate Bond Index ® Portfolio (Class I) " ING Russell TM Small Cap Index Portfolio (Class I) " ING VP Index Plus LargeCap Portfolio (Class I) " ING VP Index Plus MidCap Portfolio (Class I) " ING VP Index Plus SmallCap Portfolio (Class I) " ING VP SmallCap Opportunities Portfolio (Class I) " Neuberger Berman AMT Socially Responsive Portfolio ® (Class I) Fund Investment Advisers and Investment Objectives. The following chart lists the investment advisers and subadvisers and information regarding the investment objectives of the funds available through the policy. More detailed information about these funds can be found in the current prospectus and Statement of Additional Information for each fund.<br><br> There is no assurance that the stated objectives and policies of any of the funds will be achieved. Shares of the funds will rise and fall in value and you could lose money by investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal Deposit Insurance Corporation or any other government agency.<br><br> Except as noted, all funds are diversified, as defined under the 1940 Act. Fund Name Investment Adviser/ Subadviser Investment Objective American Funds 3 Growth Fund (Class 2) Investment Adviser : Capital Research and Management Company Seeks growth of capital by investing primarily in U.S. common stocks.<br><br> American Funds 3 Growth-Income Fund (Class 2) Investment Adviser : Capital Research and Management Company Seeks capital growth and income over time by investing primarily in U.S. common stocks and other securities that appear to offer potential for capital appreciation and/or dividends. American Funds 3 International Fund (Class 2) Investment Adviser : Capital Research and Management Company Seeks growth of capital over time by investing primarily in common stocks of companies based outside the United States.<br><br> 150669 Page 4 of 10 August 2008 Fund Name Investment Adviser/ Subadviser Investment Objective Fidelity ® VIP Contrafund ® Portfolio (Initial Class) Investment Adviser : Fidelity Management & Research Company Subadvisers : FMR Co., Inc.; Fidelity Research & Analysis Company; Fidelity Management & Research (U.K.) Inc.; Fidelity International Investment Advisors; Fidelity International Investment Advisors (U.K.) Limited; Fidelity Investments Japan Limited Seeks long-term capital appreciation. Fidelity ® VIP Equity-Income Portfolio (Initial Class) Investment Adviser : Fidelity Management & Research Company Subadvisers : FMR Co., Inc.; Fidelity Research & Analysis Company; Fidelity Management & Research (U.K), Inc.; Fidelity International Investment Advisors; Fidelity International Investment Advisors (U.K.) Limited; Fidelity Investments Japan Limited Seeks reasonable income. Also considers the potential for capital appreciation.<br><br> Seeks to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor's 500 SM Index (S&P 500 ® ). ING AllianceBernstein Mid Cap Growth Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : AllianceBernstein, L.P. Seeks long-term growth of capital.<br><br> ING BlackRock Large Cap Growth Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : BlackRock Investment Management, LLC Seeks long-term growth of capital. ING Evergreen Health Sciences Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Evergreen Investment Management Company, LLC A non-diversified portfolio that seeks long-term capital growth. ING Evergreen Omega Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Evergreen Investment Management Company, LLC Seeks long-term capital growth.<br><br> ING FMR SM Diversified Mid Cap Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Fidelity Management & Research Co. Seeks long-term growth of capital. ING Focus 5 Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : ING Investment Management Co.<br><br> Seeks total return through capital appreciation and dividend income. 150669 Page 5 of 10 August 2008 Fund Name Investment Adviser/ Subadviser Investment Objective ING Franklin Templeton Founding Strategy Portfolio (Class I) Investment Adviser : Directed Services LLC Seeks capital appreciation and secondarily, income. ING Global Real Estate Portfolio (Class S) Investment Adviser : ING Investments LLC Subadviser : ING Clarion Real Estate Securities L.P.<br><br> A non-diversified portfolio that seeks high total return, consisting of capital appreciation and current income. ING Global Resources Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : ING Investment Management Co. A non-diversified portfolio that seeks long-term capital appreciation.<br><br> ING JPMorgan Emerging Markets Equity Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : J.P. Morgan Investment Management Inc. Seeks capital appreciation.<br><br> ING JPMorgan Small Cap Core Equity Portfolio (Class I) Investment Adviser: Directed Services LLC Subadviser: J.P. Morgan Investment Management Inc. Seeks capital growth over the long term.<br><br> ING JPMorgan Value Opportunities Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : J. P. Morgan Investment Management Inc.<br><br> Seeks long-term capital appreciation. ING Julius Baer Foreign Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Artio Global Management LLC Seeks long-term growth of capital. ING Legg Mason Value Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Legg Mason Capital Management, Inc.<br><br> A non-diversified portfolio that seeks long-term growth of capital. ING LifeStyle Aggressive Growth Portfolio (Class I) Investment Adviser : ING Investments, LLC Asset Allocation Consultants : Ibbotson Associates and ING Investment Management Co. Seeks growth of capital.<br><br> ING LifeStyle Growth Portfolio (Class I) Investment Adviser : ING Investments, LLC Asset Allocation Consultants : Ibbotson Associates and ING Investment Management Co. Seeks growth of capital and some current income. 150669 Page 6 of 10 August 2008 Fund Name Investment Adviser/ Subadviser Investment Objective ING LifeStyle Moderate Growth Portfolio (Class I) Investment Adviser : ING Investments, LLC Asset Allocation Consultants : Ibbotson Associates and ING Investment Management Co.<br><br> Seeks growth of capital and a low to moderate level of current income. ING LifeStyle Moderate Portfolio (Class I) Investment Adviser : ING Investments, LLC Asset Allocation Consultants : Ibbotson Associates and ING Investment Management Co. Seeks growth of capital and current income.<br><br> ING Limited Maturity Bond Portfolio (Class S) Investment Adviser : Directed Services LLC Subadviser : ING Investment Management Co. Seeks highest current income consistent with low risk to principal and liquidity and secondarily, seeks to enhance its total return through capital appreciation when market factors, such as falling interest rates and rising bond prices, indicate that capital appreciation may be available without significant risk to principal. ING Liquid Assets Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : ING Investment Management Co.<br><br> Seeks high level of current income consistent with the preservation of capital and liquidity. ING Marsico Growth Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Marsico Capital Management, LLC Seeks capital appreciation. ING Marsico International Opportunities Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Marsico Capital Management, LLC Seeks long-term growth of capital.<br><br> ING MFS Total Return Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Massachusetts Financial Services Company Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. Secondarily seeks reasonable opportunity for growth of capital and income. ING MFS Utilities Portfolio (Class S) Investment Adviser : Directed Services LLC Subadviser : Massachusetts Financial Services Company Seeks total return.<br><br> ING Oppenheimer Main Street Portfolio ® (Class I) Investment Adviser : Directed Services LLC Subadviser : OppenheimerFunds, Inc. Seeks long-term growth of capital and future income. 150669 Page 7 of 10 August 2008 Fund Name Investment Adviser/ Subadviser Investment Objective ING PIMCO Core Bond Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Pacific Investment Management Company LLC Seeks maximum total return, consistent with preservation of capital and prudent investment management.<br><br> ING Pioneer Fund Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Pioneer Investment Management, Inc. Seeks reasonable income and capital growth. ING Pioneer Mid Cap Value Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Pioneer Investment Management, Inc.<br><br> Seeks capital appreciation. ING Stock Index Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : ING Investment Management Co. Seeks total return.<br><br> ING T. Rowe Price Capital Appreciation Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : T. Rowe Price Associates, Inc.<br><br> Seeks, over the long-term, a high total investment return, consistent with the preservation of capital and prudent investment risk. ING T. Rowe Price Equity Income Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : T.<br><br> Rowe Price Associates, Inc. Seeks substantial dividend income as well as long-term growth of capital. ING Van Kampen Capital Growth Portfolio (Class I) Investment Adviser : Directed Services LLC Subadviser : Morgan Stanley Investment Management, Inc.<br><br> (d/b/a Van Kampen) Seeks long-term capital appreciation. ING Van Kampen Growth and Income Portfolio (Class S) Investment Adviser : Directed Services LLC Subadviser : Morgan Stanley Investment Management, Inc. (d/b/a Van Kampen) Seeks long-term growth of capital and income.<br><br> ING VP Index Plus International Equity Portfolio (Class S) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Advisors, B. V. Seeks to outperform the total return performance of the Morgan Stanley Capital International Europe Australasia and Far East ® Index ( cMSCI EAFE ® Index d), while maintaining a market level of risk.<br><br> ING Wells Fargo Small Cap Disciplined Portfolio (Class S) Investment Adviser : Directed Services LLC Subadviser : Wells Capital Management, Inc. Seeks long-term capital appreciation. ING Baron Small Cap Growth Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : BAMCO, Inc.<br><br> Seeks capital appreciation. 150669 Page 8 of 10 August 2008 Fund Name Investment Adviser/ Subadviser Investment Objective ING Columbia Small Cap Value II Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : Columbia Management Advisors, LLC Seeks long-term growth of capital. ING JP Morgan Mid Cap Value Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : J.P.<br><br> Morgan Investment Management Inc. Seeks growth from capital appreciation. ING Neuberger Berman Partners Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : Neuberger Berman Management Inc.<br><br> Seeks capital growth. ING Oppenheimer Global Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : OppenheimerFunds, Inc. Seeks capital appreciation.<br><br> ING Oppenheimer Strategic Income Portfolio (Service Class) Investment Adviser : Directed Services LLC Subadviser : OppenheimerFunds, Inc. Seeks a high level of current income principally derived from interest on debt securities. ING Pioneer High Yield Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : Pioneer Investment Management, Inc.<br><br> Seeks to maximize total return through income and capital appreciation. ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : T.<br><br> Rowe Price Associates, Inc. Seeks long-term capital appreciation. ING UBS U.S.<br><br> Large Cap Equity Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : UBS Global Asset Management (Americas) Inc. Seeks long-term growth of capital and future income. ING Van Kampen Comstock Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : Morgan Stanley Investment Management, Inc.<br><br> (d/b/a Van Kampen) Seeks capital growth and income. ING Van Kampen Equity and Income Portfolio (Initial Class) Investment Adviser : Directed Services LLC Subadviser : Morgan Stanley Investment Management, Inc. (d/b/a Van Kampen) Seeks total return, consisting of long-term capital appreciation and current income.<br><br> 150669 Page 9 of 10 August 2008 Fund Name Investment Adviser/ Subadviser Investment Objective ING VP Balanced Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co. Seeks to maximize investment return, consistent with reasonable safety of principal, by investing in a diversified portfolio of one or more of the following asset classes: stocks, bonds and cash equivalents, based on the judgment of the portfolio 9s management, of which of those sectors or mix thereof offers the best investment prospects. ING VP Intermediate Bond Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co.<br><br> Seeks to maximize total return consistent with reasonable risk, through investment in a diversified portfolio consisting primarily of debt securities. ING Lehman Brothers U.S. Aggregate Bond Index ® Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : Lehman Brothers Asset Management LLC Seeks investment results (before fees and expenses) that correspond to the total return of the Lehman Brothers U.S.<br><br> Aggregate Bond Index ® . ING Russell TM Small Cap Index Portfolio (Class I) Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co. Seeks investment results (before fees and expenses) that correspond to the total return of the Russell 2000 ® Index.<br><br> ING VP Index Plus LargeCap Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co. Seeks to outperform the total return performance of the Standard & Poor 9s 500 Composite Stock Price Index (S&P 500 Index), while maintaining a market level of risk. ING VP Index Plus MidCap Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co.<br><br> Seeks to outperform the total return performance of the Standard & Poor 9s MidCap 400 Index (S&P MidCap 400 Index) while maintaining a market level of risk. ING VP Index Plus SmallCap Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co. Seeks to outperform the total return performance of the Standard & Poor 9s SmallCap 600 Index (S&P SmallCap 600 Index) while maintaining a market level of risk.<br><br> ING VP SmallCap Opportunities Portfolio (Class I) Investment Adviser : ING Investments, LLC Subadviser : ING Investment Management Co. Seeks long-term capital appreciation. Neuberger Berman AMT Socially Responsive Portfolio ® (Class I) Investment Adviser : Neuberger Berman Management Inc.<br><br> Subadviser : Neuberger Berman, LLC Seeks long-term growth of capital by investing primarily in securities of companies that meet the fund 9s financial criteria and social policy. 150669 Page 10 of 10 August 2008 MORE INFORMATION IS AVAILABLE More information about the investment portfolios available through your policy, including information about the risks associated with investing in these investment portfolios, can be found in the current prospectus and Statement of Additional Information for that investment portfolio. You may obtain these documents by contacting us at our: ING Customer Service Center P.O.<br><br> Box 5065 Minot, ND 58702-5065 1-877-253-5050 148443 Page 1 of 3 March 2008 STRATEGIC ADVANTAGE AND STRATEGIC ADVANTAGE II FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES issued by Security Life of Denver Insurance Company and its Security Life Separate Account L1 Supplement Dated March 26, 2008, to the Prospectus Dated May 1, 2002 This supplement updates and amends certain information contained in your prospectus dated May 1, 2002. Please read it carefully and keep it with your prospectus for future reference. __________________________________________________________________________ IMPORTANT INFORMATION REGARDING UPCOMING INVESTMENT PORTFOLIO MERGERS ING Lord Abbett U.S.<br><br> Government Securities Portfolio. Effective April 28, 2008, the ING Lord Abbett U.S. Government Securities Portfolio will merge into and become part of the ING VP Intermediate Bond Portfolio.<br><br> Because of this merger, your investment in the ING Lord Abbett U.S. Government Securities Portfolio will automatically become an investment in the ING VP Intermediate Bond Portfolio with an equal total net asset value. Unless you provide us with alternative allocation instructions, all future premiums received that would have been allocated to the variable interest option corresponding to the ING Lord Abbett U.S.<br><br> Government Securities Portfolio will be automatically allocated to the ING VP Intermediate Bond Portfolio. You may give us alternative allocation instructions by contacting our ING Customer Service Center at P.O. Box 5065, Minot, ND 58702-5065, 1-877-253-5050.<br><br> See the cTransfer of Account Value d section on page 41 of your policy prospectus for information about making investment portfolio allocation changes. ING Mid Cap Growth Portfolio. On April 28, 2006, the variable investment option that invests in the ING Mid Cap Growth Portfolio (formerly known as the ING FMR SM Mid Cap Growth Portfolio) was closed to new investors and to new investments by existing investors.<br><br> Effective April 28, 2008, the ING Mid Cap Growth Portfolio will merge into and become part of the ING VP MidCap Opportunities Portfolio (which is also closed to new investors and to new investments by existing investors). Because of this merger, your investment in the ING Mid Cap Growth Portfolio will automatically become an investment in the ING VP MidCap Opportunities Portfolio with an equal total net asset value. Policy owners who have policy value allocated to the variable interest option that invests in the ING VP MidCap Opportunities Portfolio following the merger may leave their policy value in that variable interest option but future allocations and transfers into this variable interest option will be prohibited.<br><br> If

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