AMERICAN ENTERPRISE VARIABLE LIFE ACCOUNT
485BPOS, 2000-04-26
Previous: CK WITCO CORP, S-4, 2000-04-26
Next: NORRIS PERNE & FRENCH LLP/MI, 13F-HR, 2000-04-26




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         Post-Effective Amendment No. 1

                                    FORM S-6

                               File No. 333-84121

              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
             SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM
                               N-8B-2 (811-09515)

A.         Exact name of trust:       American Enterprise Variable Life Account

B.         Name of depositor:        AMERICAN ENTERPRISE LIFE INSURANCE COMPANY

C. Complete address of depositor's principal executive offices:

D. Name and complete address of agent for service:

                  Mary Ellyn Minenko, Esq.
                  IDS Life Insurance Company
                  IDS Tower 10
                  Minneapolis, MN 55440-0010

E. Title of securities being registered:

                  Flexible Premium Variable Life Insurance Policy

F.         Approximate date of proposed public offering: not applicable

It is proposed that this filing become effective (check appropriate box)

[ ] immediately  upon  filing  pursuant  to  paragraph  (b)
[X] on May 1,  2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph  (a)(1)
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
[ ] this post-effective amendment designates a new effective date for a
    previously filed post-effective amendment

<PAGE>

Prospectus

May 1, 2000

American Express Signature  Variable Universal Life, a flexible premium variable
life insurance policy

American Enterprise Variable Life Account

Issued by:     American Enterprise Life Insurance Company
               Administrative Offices:
               829 AXP Financial Center
               Minneapolis, MN 55474
               Telephone: 800-333-3437

This prospectus  contains  information  about the life insurance policy that you
should  know  before  investing.  You also  will  receive  prospectuses  for the
underlying funds that are investment options under your policy.  Please read all
prospectuses carefully and keep them for future reference.

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or passed upon the accuracy of this prospectus. Any representation to
the contrary is a criminal offense.

An investment in this policy is not a deposit of a bank or financial institution
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government  agency.  An investment in this policy involves  investment
risk including possible loss of principal.

<PAGE>

Table of Contents

The Policy in Brief                                            3

Loads, Fees and Charges                                        6

Purchasing Your Policy                                        14

Keeping the Policy in Force                                   16

The Variable Account                                          17

The Funds                                                     18

Rates of Return of the Subaccounts                            24

The Fixed Account                                             27

Policy Value                                                  28

Policy Value Credits                                          30

Proceeds Payable Upon Death                                   31

Transfers between the Fixed Account and Subaccounts           35

Policy Loans                                                  38

Policy Surrenders                                             40

Optional Insurance Benefits                                   42

Payment of Policy Proceeds                                    42

Federal Taxes                                                 45

American Enterprise Life                                      48

Management of American Enterprise Life                        50

Other Information                                             51

Policy Illustrations                                          52

Key Terms                                                     56

<PAGE>

The Policy in Brief

Loads, fees and charges:  You pay the following  charges,  either indirectly (as
deductions from the underlying funds), or directly (such as deductions from your
premium payments or from your policy value).  These charges primarily compensate
American  Enterprise Life for  administering and distributing the policy as well
as paying policy benefits and assuming related risks:

o    Fund  expenses  -- apply  only to the  underlying  funds  and  consists  of
     investment  management fees, 12b-1 fees, taxes,  brokerage  commissions and
     nonadvisory expenses ranging from 0.65% to 1.56% in total expenses. (p.6)

o    Premium  expense  charge -- 3% deducted from each premium  payment to cover
     some  distribution  expenses,  state and local premium  taxes,  and federal
     taxes.

o    Monthly  deduction  -- charged  against the value of your policy each month
     (prior to the insured's attained  insurance age 100),  covering the cost of
     insurance, cost of issuing the policy, administrative expenses and optional
     insurance benefits; includes a $7 per month administrative charge.

o    Surrender  charge -- applies if you surrender your policy for its full cash
     surrender value, or the policy lapses, during the first 15 years and for 15
     years after  requesting  an increase in the specified  amount.  The maximum
     surrender  charge  ranges from $6.84 to $57.75 per  thousands of dollars of
     the initial  specified  amount and any increase in the specified amount and
     is based on the insured's age, sex and risk classification.

o    Partial surrender fee -- applies if you surrender part of the value of your
     policy; equals $25 or 2% of the amount surrendered, whichever is less.

o    Mortality  and  expense  risk  charge --  applies  only to the  subaccounts
     equals,  on an annual  basis,  0.9% of the average daily net asset value of
     the subaccounts.

Purchasing  your  policy:  To apply,  send a completed  application  and premium
payment to American  Enterprise Life's office.  You will need to provide medical
and other  evidence  that the person you propose to insure  (yourself or someone
else) is insurable according to our underwriting rules before we can accept your
application. (p.14)

Right to examine policy: You may return your policy for any reason and receive a
refund of your policy value, less indebtedness, plus any premium expense charges
or monthly  deductions  taken by mailing us the policy and a written request for
cancellation  by the 20th  day  after  you  receive  it.  In  Hawaii,  Illinois,
Virginia,  Minnesota,  Missouri, North Carolina, South Carolina,  Washington and
Wisconsin, you will receive a full refund of all premiums paid. (p.14)

Premiums:  In applying for your policy, you state how much you intend to pay and
whether you will pay  quarterly,  semiannually  or  annually.  You may also make
additional,  unscheduled  premium payments subject to certain limits. You cannot
make premium payments on or after the insured's  attained  insurance age 100. We
may refuse  premiums in order to comply with the Internal  Revenue Code of 1986,
as amended (the Code). (p.15)

No lapse guarantee  (NLG): A feature of the policy  guaranteeing the policy will
remain in force five policy years.  The feature is in effect if you meet certain
premium requirements. (p.16)

Grace period:  If the cash surrender  value of your policy becomes less than the
amount needed to pay the monthly  deduction and the no lapse guarantee is not in
effect,  you will have 61 days to pay a premium  that raises the cash  surrender
value to an amount  sufficient to pay the monthly  deduction.  If you don't, the
policy will lapse. (p.16)

<PAGE>

Reinstatement:  If your policy lapses,  it can be reinstated  within five years.
The  reinstatement  is subject  to  certain  conditions  including  evidence  of
insurability  satisfactory  to  American  Enterprise  Life and the  payment of a
sufficient premium. (p.16)

Purpose:  The purpose of the policy is to provide life  insurance  protection on
the life of the insured and to build policy value.  The policy  provides a death
benefit that we pay to the beneficiary  upon the insured's death. As in the case
of other life insurance  policies,  it may not be  advantageous to purchase this
policy as a  replacement  for,  or in addition  to an  existing  life  insurance
policy.

The policy allows you, as the owner, to allocate your net premiums,  or transfer
policy value, to:

     The variable account, consisting of subaccounts, each of which invests in a
     fund with a particular investment objective. You may direct premiums to any
     or all of these  subaccounts.  Your policy's value may increase or decrease
     daily, depending on the investment return. No minimum amount is guaranteed.
     (p.17)

     The  fixed  account,  which  earns  interest  at rates  that  are  adjusted
     periodically  by American  Enterprise  Life.  This rate will never be lower
     than 4.0%. (p.27)

Policy value credits: Beginning in the 11th policy year and while this policy is
in force, we will periodically apply a policy value credit to your policy value.
(p.30)

Proceeds payable upon death:  Prior to the insured's attained insurance age 100,
your policy's death benefit can never be less than the specified amount,  unless
you  change  that  amount  or your  policy  has  outstanding  indebtedness.  The
relationship  between the policy value and the death benefit depends on which of
two options you choose:

o Option 1 level  amount:  The death  benefit is the  greater  of the  specified
  amount or a percentage of policy value.

o Option 2 variable  amount:  The death  benefit is the greater of the specified
  amount plus the policy value or a percentage of policy value.

You may change the death  benefit  option or  specified  amount  within  certain
limits; doing so generally will affect policy charges.

On or after the insured's  attained insurance age 100, the proceeds payable upon
the death of the insured will be the cash surrender value.(p.31)

Transfers  between  the fixed  account and  subaccounts:  You may, at no charge,
transfer policy value from one subaccount to another or between  subaccounts and
the fixed account.  (Certain restrictions apply to transfers involving the fixed
account.) You also can arrange for automated  transfers  among the fixed account
and subaccounts. (p.35)

Policy  loans:  You may borrow  against your policy's cash  surrender  value.  A
policy loan,  even if repaid,  can have a permanent  effect on the death benefit
and policy value. A loan may have tax  consequences if your policy lapses or you
surrender it. (p.38)

Policy  surrenders:  You may cancel this policy while it is in force and receive
its cash surrender  value.  The cash  surrender  value is the policy value minus
indebtedness, minus any applicable surrender charges.
(p.40)

<PAGE>

Exchange  right:  For two years after the policy is issued,  you can exchange it
for one that provides  benefits that do not vary with the  investment  return of
the subaccounts. Because the policy itself offers a fixed return option, all you
need do is  transfer  all of the policy  value in the  subaccounts  to the fixed
account.

Payment of policy  proceeds:  We will pay policy proceeds when you surrender the
policy or the insured dies. You or the  beneficiary  may choose whether you want
us to make a lump sum payment or payments under one or more of certain  options.
(p.42)

Federal  taxes:  The death benefit is not considered  part of the  beneficiary's
income and therefore is not subject to federal  income taxes.  When the proceeds
are paid after the insured's  attained insurance age 100, if the amount received
plus any indebtedness  exceeds your investment in the policy,  the excess may be
taxable as ordinary income. Part or all of any proceeds you receive through full
or partial  surrender,  lapse,  policy loan or assignment of policy value may be
subject to federal  income tax as  ordinary  income.  Proceeds  other than death
benefits from certain policies,  classified as "modified  endowments," are taxed
differently from proceeds of conventional life insurance  contracts and also may
be subject to an additional 10% IRS penalty tax if you are younger than 591/2. A
policy  is  considered  to be a  modified  endowment  if it was  applied  for or
materially  changed  after June 21, 1988,  and premiums  paid in the early years
exceed certain modified endowment limits. (p.45)

<PAGE>

Loads, Fees and Charges

Policy charges compensate American Enterprise Life for:

o  providing the insurance benefits of the policy;

o  issuing the policy;

o  administering the policy;

o  assuming certain risks in connection with the policy; and

o  distributing the policy.

We deduct some of these  charges from your premium  payments.  We deduct  others
periodically from your policy value in the fixed account and/or subaccounts.  We
may also assess a charge if you surrender your policy or the policy lapses.

FUND EXPENSES

The  investment  managers  and advisers  receive fees for their  services to the
funds. The funds also pay taxes, brokerage commissions and nonadvisory expenses,
such as  custodian  and trustee  fees,  registration  fees for shares,  postage,
fidelity and security bond costs,  legal fees and other  miscellaneous  fees and
charges.  The table below will help you  understand  the expenses that the funds
pay.

<TABLE>
<CAPTION>

Annual  operating  expenses  of the funds  (after  fee  waivers  and/or  expense
reimbursement, if applicable, as a percentage of average daily net assets)

                                            Management     12b-1       Other
                                               Fees        Fees       Expenses     Total
<S>                                       <C>            <C>        <C>          <C>
AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund                      .56%         .13          .26        .95%(1)

   Bond Fund                                     .60%         .13          .08        .81%(2)

   Capital Resource Fund                         .60%         .13          .06        .79%(2)

   Cash Management Fund                          .51%         .13          .05        .69%(2)

   Diversified Equity Income Fund                .56%         .13          .26        .95%(1)

   Extra Income Fund                             .62%         .13          .08        .83%(2)

   Federal Income Fund                           .61%         .13          .14        .88%(1)

   Growth Fund                                   .63%         .13          .19        .95%(1)

   Managed Fund                                  .59%         .13          .04        .76%(2)

   New Dimensions Fund(R)                        .61%         .13          .07        .81%(2)

   Small Cap Advantage Fund                      .79%         .13          .31       1.23%(1)

AIM V.I.

   Capital Appreciation Fund                     .62%          --          .11        .73%(3)

   Capital Development Fund                       --%          --         1.23       1.23%(3,4)

   Value Fund                                    .61%          --          .15        .76%(3)

Alliance VP

   Premier Growth Portfolio (Class B)           1.00%         .25          .04       1.29%(5)

   Technology Portfolio (Class B)                .71%         .25          .24       1.20%(5)

   U.S. Government/High Grade Securities
   Portfolio (Class B)                           .60%          .25         .30       1.15%(5)

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Annual  operating  expenses  of the funds  (after  fee  waivers  and/or  expense
reimbursement, if applicable, as a percentage of average daily net assets)

                                                       Management       12b-1        Other
                                                          Fees          Fees        Expenses     Total
<S>                                                   <C>             <C>          <C>          <C>
Baron Funds

   Baron Capital Asset Fund                                1.00%           .25           .25       1.50%(6)

Fidelity VIP

   III Growth & Income Portfolio (Service Class)            .48%           .10           .12        .70%(7)

   III Mid Cap Portfolio (Service Class)                    .57%           .10           .40       1.07%(8)

   Overseas Portfolio (Service Class)                       .73%           .10           .18       1.01%(7)

FTVIPT

   Franklin Real Estate Fund - Class 2                      .56%           .25           .02        .83%(9)

   Mutual Shares Securities Fund - Class 2                  .60%           .25           .19       1.04%(10)

   Templeton International Smaller Companies Fund -
   Class 2                                                  .85%           .25           .26       1.36%(11)

Goldman Sachs VIT

   Capital Growth Fund                                      .75%           --            .25       1.00%(12)

   CORE(SM) U.S. Equity Fund                                .70%           --            .20        .90%(12)

   Global Income Fund                                       .90%           --            .25       1.15%(12)

   International Equity Fund                               1.00%           --            .35       1.35%(12)

J.P. Morgan

   U.S. Disciplined Equity Portfolio                        .35%           --            .50        .85%(13)

Lazard Retirement Services

   Equity Portfolio                                         .75%           .25           .25       1.25%(14)

   International Equity Portfolio                           .75%           .25           .25       1.25%(14)

MFS(R)

   New Discovery Series                                     .90%           --            .17       1.07%(15,16)

   Research Series                                          .75%           --            .11        .86%(15)

   Utilities Series                                         .75%           --            .16        .91%(15)

Putnam Variable Trust

   Putnam VT Growth and Income Fund - Class IB Shares       .46%           .15           .04        .65%(3)

   Putnam VT International Growth Fund - Class IB Shares    .80%           .15           .22       1.17%(3)

   Putnam VT International New Opportunities Fund -
   Class IB Shares                                         1.08%           .15           .33       1.56%(3)

Royce

   Micro-Cap Portfolio                                     1.25%           --            .10       1.35%(17)

   Premier Portfolio                                       1.00%           --            .35       1.35%(17)

Wanger

   International Small Cap                                 1.25%           --            .24       1.49%(18)

   U.S. Small Cap                                           .95%           --            .07       1.02%(18)

Warburg Pincus Trust -

   Emerging Growth Portfolio                                --             --           1.40       1.40%(19)

</TABLE>

<PAGE>


 1 Based on  estimated  expenses  after fee waivers and expense  reimbursements.
Without  fee waivers and expense  reimbursements  "Other  Expenses"  and "Total"
would be 0.39% and 1.08% for AXP(SM)  Variable  Portfolio - Blue Chip  Advantage
and AXP(SM)  Variable  Portfolio - Diversified  Equity  Income Funds,  0.26% and
1.00% for AXP(SM) Variable  Portfolio - Federal Income Fund, 0.32% and 1.08% for
AXP(SM)  Variable  Portfolio  - Growth  Fund and 0.43%  and  1.35%  for  AXP(SM)
Variable Portfolio - Small Cap Advantage Fund.
 2 The fund's expense  figures are based on actual  expenses for the fiscal year
ended Aug. 31, 1999 restated to include a Rule 12b-1  distribution  fee of .125%
that went into effect Sept. 21, 1999.
 3 Figures in "Management Fees",  "12b-1 Fees", "Other Expenses" and "Total" are
based on actual expenses for the fiscal year ended Dec. 31, 1999.
 4 Had there been no fee waiver or expenses reimbursements,  expenses would have
been: 0.75%, 0.00%, 2.67% and 3.42%.
 5 Figures in "Management Fees",  "12b-1 Fees". "Other Expenses" and "Total" are
based on actual  expenses for the fiscal period ended Dec. 31, 1999.  Absent fee
waivers and expense  reimbursements  "Management  Fees",  "12b-1  Fees",  "Other
Expenses"  and  "Total"  would be 1.00%,  0.25%,  0.27%  and 1.52% for  Alliance
Technology Portfolio.
 6 The  Advisor  is  contractually  obligated  to reduce  its fee to the  extent
required to limit Baron Capital Asset Fund's total  operating  expenses to 1.50%
for the first $250  million of assets in the Fund,  1.35% for Fund  assets  over
$250  million and 1.25% for Fund assets over $500  million.  Without the expense
limitations,  total operating  expenses for the Fund for the period Jan. 1, 1999
through Dec. 31, 1999 would have been 1.88%.
 7 A portion of the  brokerage  commissions  that certain  funds pay was used to
reduce fund  expenses.  In addition,  through  arrangements  with certain funds'
custodian, credits realized as a result of uninvested cash balances were used to
reduce a portion of each  applicable  funds'  expenses.  With these  reductions,
"Other  Expenses"  and "Total  expenses"  presented in the table would have been
0.11% and 0.69% for Growth & Income  Portfolio  and 0.15% and 0.98% for Overseas
Portfolio.
 8 FMR agreed to  reimburse a portion Mid Cap  Portfolio's  expenses  during the
period. Without this reimbursement, the Portfolio's management fee, distribution
& service fee (12b-1),  other expenses and total expenses would have been 0.57%,
0.10%, 2.74% and 3.41%, respectively.
 9 Previously  Franklin Real Estate Securities Fund. The fund administration fee
is paid  indirectly  through the management fee. The fund's Class 2 distribution
plan or "Rule 12b-1 plan" is described in the fund's prospectus.
10 On Feb. 8, 2000, a merger and  reorganization  was approved that combined the
fund with a similar fund of Templeton  Variable Products Series Fund,  effective
May 1, 2000.  The table shows total  expenses based on the fund's as of Dec. 31,
1999, and not the assets of the combined fund.  However,  if the table reflected
combined  assets,  the fund's  expenses after May 1, 2000 would be estimated as:
Management Fees, 0.60%, 12b-1 Fees 0.25%, Other Expenses 0.19%, and Total 1.04%.
The fund's  Class 2  distribution  plan or "Rule 12b-1 plan" is described in the
fund's prospectus.
11 The fund's Class 2 distribution plan or "Rule 12b-1 plan" is described in the
fund's prospectus.
12 The fund's expenses are based on estimated expenses for the fiscal year ended
Dec. 31, 2000. Goldman Sachs Asset Management and Goldman Sachs Asset Management
International,  the investment  advisers,  have voluntarily  agreed to reduce or
limit  certain other  expenses  (excluding  management  fees,  taxes,  interest,
brokerage fees, litigation, indemnification and other extraordinary expenses) to
the extent such  expenses  exceed the  percentage  stated in the above table (as
calculated  per  annum) of each  fund's  respective  average  daily net  assets.
Without the limitations  described  above,  "Other  Expenses" and "Total" of the
funds would be as follows:  0.94% and 1.69% for Capital  Growth Fund,  1.78% and
2.68% for Global Income Fund, and 0.77% and 1.77% for International Equity Fund,
0.20% and 0.90% for the CORE(SM) U.S. Equity Fund, CORE(SM) is a service mark of
Goldman Sachs & Co.
13 Fees are stated to reflect an agreement to reimburse  the trust to the extent
certain expenses exceed in any fiscal year 0.85% of the average daily net assets
of  the  J.P.   Morgan  U.S.   Disciplined   Equity   Portfolio.   Without  such
reimbursements,  total  fund  annual  expenses  would  have  been  0.87% for the
portfolio.
14 Effective May 1, 1999, the investment advisor agreed to waive its fees and/or
reimburse the Funds through Dec. 31, 2000 to the extent that total Fund expenses
exceed 1.25% for Equity and 1.25% for International Equity of the Funds' average
daily net assets. Absent fee waivers and/or reimbursements, "Other Expenses" and
"Total"  expenses  for the year  ended Dec.  31,  1999 would have been 4.63% and
5.63% for Equity, and 11.94% and 12.94% for International Equity.
15 Each  series has an expense  offset  arrangement  which  reduces  the series'
custodian  fee based upon the amount of cash  maintained  by the series with its
custodian and dividend  disbursing  agent. Each series may enter into other such
arrangements  and  directed  brokerage  arrangements,  which would also have the
effect of  reducing  the series'  expenses.  "Other  Expenses"  do not take into
account  these  expense  reductions,  and are  therefore  higher than the actual
expenses of the series.  Had these fee reductions been taken into account,  "Net
Expenses"  would be lower for  certain  series  and would  equal:  1.05% for New
Discovery Series, 0.85% for Research Series, and 0.90% for Utilities Series.
16 MFS has contractually agreed, subject to reimbursement,  to bear expenses for
these series such that each such series'  "Other  Expenses"  (after  taking into
account the  expense  offset  arrangement  described  above),  do not exceed the
following  percentages  of the average daily net assets of the series during the
current fiscal year 0.15% for the New Discovery Series.  Without this agreement,
"Other" and Total Expenses" would have been 1.59% and 2.49%.  These  contractual
fee arrangements  will continue until at least May 1, 2001,  unless changed with
the consent of the board of trustees which oversees the series.
17 Royce has  contractually  agreed to waive its fees and reimburse  expenses to
the extent necessary to maintain the Funds Net Annual Operating Expense ratio at
or below 1.35% through Dec. 31, 1999 and 1.99% through Dec. 31, 2008. Absent fee
waivers "Other Expenses" and "Total Expenses" would be 0.99% and 2.24% for Royce
Micro-Cap Portfolio and 4.63% and 5.63% for Royce Premier Portfolio.
18 Actual operating expenses of funds at Dec. 31, 1999.
19 Expense ratios are shown after fee waivers and expenses reimbursements by the
investment   advisor.   The  total   expense   ratios  before  the  waivers  and
reimbursements  would have been  11.16% for  Emerging  Growth  Portfolio  of the
Warburg Pincus Trust.


American Enterprise Life has entered into certain arrangements under which it is
compensated by the funds' advisors and/or  distributors  for the  administrative
services it provides to these funds.

PREMIUM EXPENSE CHARGE

We deduct this charge from each premium payment.  We credit the amount remaining
after  the  deduction,  called  the net  premium,  to the  account(s)  you  have
selected. The premium expense charge is 3% of each premium payment. It partially
compensates  American  Enterprise Life for expenses of distributing  the policy,
including  agents'  commissions,  advertising and printing of  prospectuses  and
sales literature.  (The surrender charge,  discussed under "Surrender charge" in
the section  "Loads,  Fees and  Charges",  also may partially  compensate  these
expenses.) It also compensates American Enterprise Life for paying taxes imposed
by  certain  states  and  governmental  subdivisions  on  premiums  received  by
insurance  companies.  All  policies in all states are charged the same  premium
expense charge even though state premium taxes vary.

<PAGE>

MONTHLY DEDUCTION

On each  monthly  date we  deduct  from the  value of your  policy  in the fixed
account and/or subaccounts an amount equal to the sum of:

1. the cost of insurance for the policy month;

2. the policy fee shown in your policy; and

3. charges for any optional  insurance benefits provided by rider for the policy
   month.

We explain each of the three components below.

We will take monthly  deductions from the fixed account and the subaccounts on a
pro rata basis.

If the cash  surrender  value of your  policy is not enough to cover the monthly
deduction on a monthly  anniversary,  the policy may lapse.  However, the policy
will  not  lapse  if the  no  lapse  guarantee  is in  effect.  (See  "No  lapse
guarantee;" also "Grace period" and  "Reinstatement"  under the section "Keeping
the Policy in Force").

Components of the monthly deduction:

1. Cost of insurance:  primarily,  the cost of providing the death benefit under
   your policy. It depends on:

o  the amount of the death benefit;
o  the policy value; and
o  the statistical risk that the insured will die in a given period.

The cost of insurance for a policy month is calculated as:

                           [(a + b) x (c - d)]
                           ____________________
                                  1000

where:

(a) is the  monthly  cost of  insurance  rate  based on the  insured's  attained
insurance  age,  sex  (unless  unisex  rates  are  required  by  law)  and  risk
classification.  Generally,  the cost of  insurance  rate will  increase  as the
insured's attained insurance age increases.

We set the rates based on our expectations as to future mortality experience. We
may change the rates from time to time; any change will apply to all individuals
of the same rate classification.  However, rates will not exceed the "Guaranteed
Maximum Monthly Cost of Insurance  Rates" shown in your policy,  which are based
on the 1980  Commissioners  Standard  Ordinary  Smoker  or  Nonsmoker  Mortality
Tables, Age Last Birthday.

(b) is any flat  extra  insurance  charges  we  assess  as a result  of  special
underwriting considerations.

(c) is the death benefit on the monthly date divided by 1.0032737 (which reduces
American  Enterprise Life's net amount at risk, solely for computing the cost of
insurance,  by taking into account assumed monthly earnings at an annual rate of
4.0%).

(d) is the policy value on the monthly date. At this point, the policy value has
been reduced by the policy fee, and any charges for optional riders.

<PAGE>

2.  Administrative  charge:  $7  per  month.  This  charge  reimburses  American
Enterprise  Life for  expenses  of issuing the policy,  such as  processing  the
application  (primarily  underwriting) and setting up computer  records;  and of
administering the policy, such as processing claims, maintaining records, making
policy changes and communicating with owners.

3. Optional insurance benefit charges: charges for any optional benefits you add
to the policy by rider. (See "Optional Insurance Benefits.")

SURRENDER CHARGE

If you  surrender  your policy or the policy  lapses  during the first 15 policy
years and in the 15 years  following  an increase in specified  amount,  we will
assess a surrender charge.

The surrender charge  reimburses  American  Enterprise Life for costs of issuing
the policy,  such as processing the  application  (primarily  underwriting)  and
setting up computer records. It also partially pays for commissions, advertising
and printing the prospectus and sales literature.

The maximum  surrender charge for the initial  specified amount is shown in your
policy. It is based on the insured's insurance age, sex, risk classification and
initial specified amount. The maximum surrender charge for the initial specified
amount will  decrease  annually  until it is zero at the  beginning  of the 16th
policy  year.  If you increase  the  specified  amount,  an  additional  maximum
surrender charge will apply. The additional surrender charge in a revised policy
will be based on the insured's attained insurance age, sex, risk  classification
and the amount of the increase.  The additional  maximum  surrender  charge will
decrease  annually  until it is zero at the beginning of the 16th year following
the increase.

The following example  illustrates how we calculate the maximum surrender charge
for a male,  insurance age 35  qualifying  for  nonsmoker  rates.  We assume the
specified amount to be $100,000.

           Lapse or surrender
              during year
                                                      Surrender Charge

                    1                                    $1201.00
                    2                                     1120.93
                    3                                     1040.87
                    4                                      960.80
                    5                                      880.73
                    6                                      800.67
                    7                                      720.60
                    8                                      640.53
                    9                                      560.47
                   10                                      480.40
                   11                                      400.33
                   12                                      320.27
                   13                                      240.20
                   14                                      160.13
                   15                                       80.07
                   16+                                          0

The amounts shown decrease on an annual basis.

<PAGE>

The maximum  surrender charge is the rate from the table below multiplied by the
number of thousands of dollars of initial specified amount.  For example, a male
age 20 with a nonsmoker risk  classification  and an initial specified amount of
$50,000  will have a  surrender  charge per 1,000 of $8.81  multiplied  by 50 or
$440.50.  As another example, a female age 75 with a smoker risk  classification
and an initial  specified  amount of $5,000,000 will have a surrender charge per
1,000 of $57.32 multiplied by 5,000 or $286,600.

                            Maximum Surrender Charge
                (Rate per Thousand of Initial Specified Amount)

                    Standard          Standard
        Age           Male             Female

        0             7.25              6.84
        1             7.20              6.81
        2             7.27              6.85
        3             7.33              6.91
        4             7.40              6.96
        5             7.48              7.03
        6             7.56              7.08
        7             7.64              7.15
        8             7.75              7.23
        9             7.84              7.29
       10             7.95              7.37
       11             8.07              7.47
       12             8.19              7.55
       13             8.31              7.64
       14             8.44              7.75
       15             8.57              7.84
       16             8.69              7.95
       17             8.83              8.05
       18             8.96              8.17
       19             9.09              8.29

                   Standard      Nonmoker      Standard    Nonmoker
        Age          Male          Male         Female      Female

       20            9.96          8.81          8.81         8.25
       21           10.13          8.93          8.96         8.39
       22           10.32          9.08          9.12         8.51
       23           10.52          9.23          9.29         8.64
       24           10.73          9.39          9.47         8.79
       25           10.96          9.55          9.65         8.95
       26           11.21          9.73          9.85         9.11
       27           11.48          9.93         10.05         9.27
       28           11.76         10.13         10.27         9.45
       29           12.07         10.36         10.51         9.64
       30           12.39         10.59         10.75         9.84
       31           12.73         10.84         11.00        10.05
       32           13.11         11.11         11.28        10.27
       33           13.49         11.39         11.56        10.51
       34           13.92         11.69         11.87        10.76
       35           14.36         12.01         12.19        11.01
       36           14.83         12.35         12.52        11.29
       37           15.32         12.71         12.88        11.59
       38           15.84         13.08         13.25        11.89
       39           16.40         13.48         13.64        12.21

<PAGE>

                            Maximum Surrender Charge
                (Rate per Thousand of Initial Specified Amount)

                     Standard        Nonsmoker      Standard     Nonsmoker
        Age            Male            Male          Female       Female

       40             16.99           13.89          14.05         12.56
       41             17.60           14.35          14.48         12.92
       42             18.25           14.83          14.92         13.29
       43             18.95           15.32          15.39         13.69
       44             19.67           15.85          15.88         14.11
       45             20.44           16.43          16.40         14.55
       46             21.25           17.03          16.93         15.01
       47             22.11           17.67          17.51         15.51
       48             23.01           18.33          18.11         16.03
       49             23.99           19.07          18.73         16.59
       50             25.00           19.83          19.40         17.17
       51             26.09           20.65          20.11         17.80
       52             27.25           21.53          20.85         18.45
       53             28.47           22.47          21.64         19.16
       54             29.76           23.47          22.47         19.91
       55             31.13           24.52          23.35         20.69
       56             32.57           25.65          24.27         21.53
       57             34.11           26.87          25.25         22.44
       58             35.72           28.15          26.31         23.40
       59             37.44           29.53          27.44         24.43
       60             39.28           31.01          28.65         25.55
       61             41.24           32.60          29.97         26.75
       62             43.33           34.29          31.39         28.04
       63             45.55           36.12          32.91         29.44
       64             47.89           38.07          34.53         30.93
       65             50.37           40.15          36.25         32.53
       66             52.99           42.37          38.09         34.25
       67             55.75           44.76          40.05         36.09
       68             57.75           47.33          42.17         38.08
       69             57.69           50.09          44.47         40.25
       70             57.63           53.08          46.97         42.63
       71             57.58           56.31          49.72         45.21
       72             57.55           57.41          52.72         48.04
       73             57.53           57.37          55.97         51.12
       74             57.53           57.33          57.38         54.47
       75             57.53           57.29          57.32         57.23
       76             57.53           57.24          57.26         57.14
       77             57.52           57.19          57.18         57.05
       78             57.48           57.11          57.09         56.94
       79             57.43           57.04          56.99         56.83
       80             57.39           56.97          56.90         56.73
       81             57.36           56.91          56.81         56.63
       82             57.36           56.88          56.74         56.56
       83             57.39           56.87          56.71         56.51
       84             57.42           56.89          56.69         56.46
       85             57.44           56.90          56.66         56.42

<PAGE>

PARTIAL SURRENDER FEE

If you surrender part of the value of your policy, we will charge you $25 (or 2%
of the  amount  surrendered,  if  less.)  We  guarantee  that  this fee will not
increase for the duration of your policy.

MORTALITY AND EXPENSE RISK CHARGE

This charge applies only to the subaccounts and not to the fixed account.  It is
equal,  on an annual basis,  to 0.9% of the average daily net asset value of the
subaccounts.

Computed daily, the charge compensates American Enterprise Life for:

o    Mortality  risk --- the risk  that the  cost of  insurance  charge  will be
     insufficient to meet actual claims.

o    Expense  risk -- the risk  that the  policy  fee and the  surrender  charge
     (described  above) may be insufficient  to cover the cost of  administering
     the policy.

Any profit from the  mortality  and expense  risk charge  would be  available to
American  Enterprise  Life for any proper  corporate  purpose  including,  among
others, payment of sales and distribution expenses, which we do not expect to be
covered by the premium expense charge and surrender charges  discussed  earlier.
American  Enterprise  Life will make up any  further  deficit  from its  general
assets.

Other information on charges

American  Enterprise Life may reduce or eliminate  various fees and charges when
we incur lower sales costs and/or  perform  fewer  administrative  services than
usual.

<PAGE>

Purchasing Your Policy

APPLICATION

To apply for  coverage,  complete an  application  and send it with your premium
payment to American Enterprise Life's office. In your application, you:

o  select a specified amount of insurance;
o  select a death benefit option;
o  designate a beneficiary; and
o  state how premiums are to be allocated among the fixed account and/or the
   subaccounts.

Insurability:  Before issuing your policy, we require  satisfactory  evidence of
the  insurability  of the person  whose life you propose to insure  (yourself or
someone else). Our underwriting  department will review your application and any
medical  information  or other data  required to determine  whether the proposed
individual  is  insurable  under our  underwriting  rules.  We may decline  your
application  if we determine the  individual is not insurable and we will return
any premium you have paid.

Age limit:  American Enterprise Life generally will not issue a policy where the
proposed insured is over the insurance age of 85. We may, however,  do so at our
sole discretion.

Risk  classification:  The risk classification is based on the insured's health,
occupation or other relevant  underwriting  standards.  This classification will
affect  the  monthly  deduction  and may  affect  the cost of  certain  optional
insurance  benefits.  (See "Loads,  fees and charges"  and  "Optional  insurance
benefits").

Other conditions: In addition to proving insurability,  you and the insured must
also meet certain  conditions,  stated in the application  form, before coverage
will become effective and your policy will be delivered to you.

Incontestability:  American  Enterprise  Life  will  have  two  years  from  the
effective   date  of  your  policy  to  contest  the  truth  of   statements  or
representations  in your application.  After the policy has been in force during
the insured's lifetime for two years from the policy date, we cannot contest the
policy.

RIGHT TO EXAMINE POLICY

You may return your policy for any reason and receive a refund of policy  value,
less indebtedness, plus any premium expense charges or monthly deductions taken.
In Hawaii,  Illinois,  Minnesota,  Missouri,  North  Carolina,  South  Carolina,
Virginia,  Washington  and  Wisconsin,  you will  receive  a full  refund of all
premiums  paid.  To do so,  you must mail or  deliver  the  policy  to  American
Enterprise Life's office or your sales representative with a written request for
cancellation  by the 20th day after you receive it. On the date your  request is
postmarked or received,  the policy will immediately be considered void from the
start.

<PAGE>

PREMIUMS

Payment of premiums:
In applying for your policy, you decide how much you intend to pay and how often
you will make  payments.  During the first several policy years until the policy
value is sufficient  to cover the surrender  charge,  American  Enterprise  Life
requires that you pay premiums  sufficient to keep the NLG in effect in order to
keep the policy in force.

You  may  schedule  payments  annually,  semiannually  or  quarterly.  (American
Enterprise  Life  must  approve  payment  at any other  interval).  We show this
premium schedule in your policy.

The  scheduled  premium  serves only as an  indication  of your intent as to the
frequency and amount of future premium payments.  You may skip scheduled premium
payments  at any time if your  cash  surrender  value is  sufficient  to pay the
monthly  deduction or if you have paid sufficient  premiums to keep the no lapse
guarantee in effect.

You may also change the amount and  frequency of scheduled  premium  payments by
written request. American Enterprise Life reserves the right to limit the amount
of such changes.  Any change in the premium  amount is subject to applicable tax
laws and regulations.

Although you have  flexibility in paying  premiums,  the amount and frequency of
your payments will affect the policy value,  cash surrender  value and length of
time your policy will remain in force, as well as affect whether the NLG remains
in effect.

Premium limitations:
You may make  unscheduled  premium  payments at any time and in any amount of at
least $25.  American  Enterprise Life reserves the right to limit the number and
amount of  unscheduled  premium  payments.  No premium  payments,  scheduled  or
unscheduled, are allowed on or after the insured's attained insurance age 100.

Also, in order to receive  favorable tax treatment under the Code,  premiums you
pay during the life of the policy must not exceed certain limitations. To comply
with the Code, we can either  refuse  excess  premiums as you pay them or refund
excess  premiums with interest no later than 60 days after the end of the policy
year in which they were paid.

Allocation of premiums:
As of the policy date, we will allocate the net premiums to the  account(s)  you
have  selected in your  application.  At that time,  we will begin to assess the
various loads, fees, charges and expenses.

We convert any amount that you allocate to a subaccount into accumulation  units
of that  subaccount,  as explained  under "Policy  value."  Similarly,  when you
transfer  value  between  subaccounts,  we  convert  accumulation  units  in one
subaccount into a cash value,  which we then convert into accumulation  units of
the second subaccount.

<PAGE>

Keeping the Policy in Force

NO LAPSE GUARANTEE

The NLG  provides  that your policy  will remain in force for five policy  years
even if the cash surrender value is  insufficient to pay the monthly  deduction.
The NLG will stay in effect as long as:

o  the sum of premiums paid; minus
o  partial surrenders; minus
o  outstanding indebtedness; equals or exceeds
o  the minimum monthly premiums due since the policy date.

The minimum monthly premium is shown in the policy.

If, on a monthly  date,  you have not paid  enough  premiums  to keep the NLG in
effect,  the no lapse  guarantee will terminate.  In addition,  your policy will
lapse  (terminate) if the cash surrender value is less than the amount needed to
pay the monthly deduction.

GRACE PERIOD

If on a monthly  date the cash  surrender  value of your policy is less than the
amount  needed to pay the next monthly  deduction  and the NLG is not in effect,
you will have 61 days to pay the required premium amount.  If you do not pay the
required premium, the policy will lapse.

American  Enterprise  Life  will  mail a  notice  to your  last  known  address,
requesting  payment of the  premium  needed to keep the  policy in force.  If we
receive this premium before the end of the 61-day grace period,  we will use the
payment to cover all monthly  deductions and any other charges then due. We will
add any balance to the policy  value and allocate it in the same manner as other
premium payments.

If a policy lapses with outstanding indebtedness,  any excess of the outstanding
indebtedness  over the premium paid generally will be taxable to the owner. (See
"Federal  taxes.") If the insured dies during the grace  period,  we will deduct
any overdue monthly deductions from the death benefit.

REINSTATEMENT

Your policy may be  reinstated  within  five years  after it lapses,  unless you
surrendered it for cash. To reinstate, American Enterprise Life will require:

o  a written request;
o  evidence satisfactory to American Enterprise Life that the insured remains
   insurable;
o  payment of the required reinstatement premium; and
o  payment or reinstatement of any indebtedness.

The reinstatement premium is the required premium to reinstate the policy.

The  effective  date of a reinstated  policy will be the monthly date on or next
following  the day we accept your  application  for  reinstatement.  The suicide
period (see "Proceeds payable upon death") will apply from the effective date of
reinstatement  (except  in  Georgia,  Nebraska,  Oklahoma,  Pennsylvania,  South
Carolina,  Tennessee,  Utah  and  Virginia.)  Surrender  charges  will  also  be
reinstated.

We will have two years  from the  effective  date of  reinstatement  (except  in
Tennessee and Virginia) to contest the truth of statements or representations in
the reinstatement application.

<PAGE>

The Variable Account

We  established  the variable  account on July 15, 1987 under Indiana law. It is
registered as a single unit investment trust under the Investment Company Act of
1940. The variable  account  consists of a number of subaccounts,  each of which
invests in shares of a particular fund. This  registration  does not involve any
Securities and Exchange Commission (SEC) supervision of the account's management
or investment practices or policies.

The variable  account meets the  definition of a separate  account under federal
securities laws. Income,  capital gains or capital losses of each subaccount are
credited  to or charged  against  the  assets of that  subaccount  alone.  State
insurance  law  provides  that we will not  charge a  variable  subaccount  with
liabilities  of any other  subaccount  or of any  other  business  conducted  by
American  Enterprise Life. At all times,  American Enterprise Life will maintain
assets in the subaccounts with total market value at least equal to the reserves
and other  liabilities  required to cover insurance  benefits under all policies
participating in the subaccount.

The U.S. Treasury and the IRS indicated they may provide additional  guidance on
investment control.  This concerns how many subaccounts an insurance company may
offer and how many  exchanges  among  subaccounts  it may allow before the owner
would be currently taxed on income earned within  subaccount  assets.  We do not
know what the  additional  guidance  will be or when  action  will be taken.  We
reserve the right to modify the policy, as necessary, so that the owner will not
be subject to current taxation as the owner of the subaccount assets.

<PAGE>
<TABLE>
<CAPTION>

The Funds

You can direct your  premiums to any or all of the  subaccounts  of the variable
account that invest in shares of the following funds:

- ---------------------------- ------------------------------ ----------------------------- --------------------------
Subaccount                   Investing In                   Investment Objectives and     Investment Advisor or
                                                            Policies                      Manager
- ---------------------------- ------------------------------ ----------------------------- --------------------------
<S>                         <C>                            <C>                           <C>
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPBCA                        AXP(SM) Variable Portfolio -   Objective: long-term total    IDS Life Insurance
                             Blue Chip Advantage Fund       return exceeding that of      Company  (IDS Life),
                                                            the U.S. stock market.        investment manager;
                                                            Invests primarily in common   American Express
                                                            stocks of companies           Financial Corporation
                                                            included in the unmanaged     (AEFC)  investment
                                                            S&P 500 Index.                advisor.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPBND                        AXP(SM) Variable Portfolio     Objective: high level of      IDS Life, investment
                             -  Bond Fund                   current income while          manager; AEFC investment
                                                            conserving the value of the   advisor.
                                                            investment and continuing a
                                                            high level of income for
                                                            the longest time period.
                                                            Invests primarily in bonds
                                                            and other debt obligations.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPCPR                        AXP(SM) Variable Portfolio     Objective: capital            IDS Life, investment
                             -  Capital Resource Fund       appreciation. Invests         manager; AEFC investment
                                                            primarily in U.S. common      advisor.
                                                            stocks and other securities
                                                            convertible into common
                                                            stocks.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPCMG                        AXP(SM) Variable Portfolio -   Objective: maximum current    IDS Life, investment
                             Cash Management Fund           income consistent with        manager; AEFC investment
                                                            liquidity and conservation    advisor.
                                                            of capital. Invests in
                                                            money market securities.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPDEI                        AXP(SM) Variable Portfolio -   Objective: a high level of    IDS Life, investment
                             Diversified Equity Income      current income and, as a      manager; AEFC investment
                             Fund                           secondary goal, steady        advisor.
                                                            growth of capital. Invests
                                                            primarily in dividend-
                                                            paying common and
                                                            preferred stocks.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPEXI                        AXP(SM) Variable Portfolio     Objective: high current       IDS Life, investment
                             -  Extra Income Fund           income, with capital growth   manager; AEFC investment
                                                            as a secondary objective.     advisor.
                                                            Invests primarily in
                                                            high-yielding, high-risk
                                                            corporate bonds issued by
                                                            U.S. and foreign companies
                                                            and governments.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPFIF                        AXP(SM) Variable Portfolio -   Objective: a high level of    IDS Life, investment
                             Federal Income Fund            current income and safety     manager; AEFC investment
                                                            of principal consistent       advisor.
                                                            with an investment in U.S.
                                                            government and government
                                                            agency securities. Invests
                                                            primarily in debt
                                                            obligations issued or
                                                            guaranteed as to principal
                                                            and interest by the U.S.
                                                            government, its agencies or
                                                            instrumentalities.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPGRO                        AXP(SM) Variable Portfolio     Objective: long-term          IDS Life, investment
                             -  Growth Fund                 capital growth. Invests       manager; AEFC investment
                                                            primarily in common stocks    advisor.
                                                            and securities convertible
                                                            into common stocks that
                                                            appear to offer growth
                                                            opportunities.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPMGD                        AXP(SM) Variable Portfolio -   Objective: maximum total      IDS Life, investment
                             Managed Fund                   investment return through a   manager; AEFC investment
                                                            combination of capital        advisor.
                                                            growth and current income.
                                                            Invests primarily in a
                                                            combination of common and
                                                            preferred stocks,
                                                            convertible securities,
                                                            bonds and other debt
                                                            securities.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPNDM                        AXP(SM) Variable Portfolio -   Objective: long-term growth   IDS Life, investment
                             New Dimensions Fund(R)         of capital. Invests           manager; AEFC investment
                                                            primarily in common stocks    advisor.
                                                            of U.S. and foreign
                                                            companies showing potential
                                                            for significant growth.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPSCA                        AXP(SM) Variable Portfolio -   Objective: long-term          IDS Life, investment
                             Small Cap Advantage Fund       capital growth. Invests       manager; AEFC investment
                                                            primarily in equity stocks    advisor.
                                                            of small companies that are
                                                            often included in the S&P
                                                            SmallCap  600  Index
                                                            or the Russell  2000
                                                            Index.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VACAP                        AIM V.I. Capital               Objective: growth of          A I M Advisors, Inc.
                             Appreciation Fund              capital. Invests primarily
                                                            in common stocks, with
                                                            emphasis on medium- and
                                                            small-sized growth
                                                            companies.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VACDV                        AIM V.I. Capital Development   Objective: long-term growth   A I M Advisors, Inc.
                             Fund                           of capital. Invests
                                                            primarily in securities
                                                            (including common stocks,
                                                            convertible securities and
                                                            bonds) of small- and
                                                            medium-sized companies.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VAVAL                        AIM V.I. Value Fund            Objective: long-term growth   A I M Advisors, Inc.
                                                            of capital with income as a
                                                            secondary objective.
                                                            Invests primarily in equity
                                                            securities judged to be
                                                            undervalued relative to the
                                                            investment advisor's
                                                            appraisal of the current or
                                                            projected earnings of the
                                                            companies issuing the
                                                            securities, or relative to
                                                            current market values of
                                                            assets owned by the
                                                            companies issuing the
                                                            securities, or relative to
                                                            the equity market generally.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VAPGR                        Alliance Premier Growth        Objective: growth of          Alliance Capital
                             Portfolio (Class B)            capital by pursuing           Management, L.P.
                                                            aggressive investment
                                                            policies. Invests primarily
                                                            in equity securities of a
                                                            limited number of large,
                                                            carefully selected,
                                                            high-quality U.S. companies
                                                            that are judged likely to
                                                            achieve superior earnings
                                                            growth. As a matter of
                                                            fundamental policy, the
                                                            Portfolio normally invests
                                                            in at least 85% of its
                                                            total assets in the equity
                                                            securities of U.S.
                                                            companies.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VATEC                        Alliance Technology            Objective: growth of          Alliance Capital
                             Portfolio (Class B)            capital. Current income is    Management, L.P.
                                                            incidental  to the
                                                            Portfolio's objective.
                                                            Invests primarily  in
                                                            securities  of
                                                            companies  expected
                                                            to  benefit  from
                                                            technological advances
                                                            and improvements. The
                                                            Portfolio's  policy
                                                            is to  invest in any
                                                            company and industry
                                                            and in any type  of
                                                            security  with potential for
                                                            capital appreciation.
                                                            It invests  in well-
                                                            known  and established
                                                            companies  and  new
                                                            and  unseasoned
                                                            companies.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VAUGH                        Alliance U.S. Government/      Objective: high level of      Alliance Capital
                             High Grade Securities          current income consistent     Management, L.P.
                             Portfolio (Class B)            with preservation of
                                                            capital. Invests primarily
                                                            in (1) U.S. Government
                                                            securities and (2) other
                                                            high-grade debt securities
                                                            rated AAA, AA, A by S&P,
                                                            Duff & Phelps or Fitch,
                                                            Aaa,  Aa  or  A,  by
                                                            Moody's,    or,   if
                                                            unrated,          of
                                                            equivalent  quality.
                                                            As   a   matter   of
                                                            fundamental  policy,
                                                            the        Portfolio
                                                            invests at least 65%
                                                            of its total  assets
                                                            in  these  types  of
                                                            securities.      The
                                                            Portfolio may invest
                                                            up  to  35%  of  its
                                                            total    assets   in
                                                            investment  grade or
                                                            corporate       debt
                                                            securities and CMOs.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VBCAS                        Baron Capital Asset Fund       Objective: capital            BAMCO, Inc.
                                                            appreciation. Invests
                                                            primarily in securities of
                                                            small and medium sized
                                                            companies with undervalued
                                                            assets or favorable growth
                                                            prospects.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VFGRI                        Fidelity VIP III Growth &      Objective: high total         Fidelity Management &
                             Income Portfolio (Service      return through a              Research Company (FMR),
                             Class)                         combination of current        investment manager; FMR
                                                            income and capital            U.K. and FMR Far East,
                                                            appreciation. Invests         sub-investment advisors.
                                                            primarily in common stocks
                                                            with a focus on those that
                                                            pay current dividends and
                                                            show potential for capital
                                                            appreciation.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VFMDC                        Fidelity VIP III Mid Cap       Objective: long-term growth   FMR, investment manager;
                             Portfolio (Service Class)      of capital. Invests           FMR U.K. and FMR Far
                                                            primarily in medium market    East, sub-investment
                                                            capitalization common         advisors.
                                                            stocks.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VFOVS                        Fidelity VIP Overseas          Objective: long-term growth   FMR, investment manager;
                             Portfolio (Service Class)      of capital. Invests           FMR U.K., FMR Far East,
                                                            primarily in common stocks    Fidelity International
                                                            of foreign securities.        Investment Advisors
                                                                                          (FIIA) and FIIA U.K.,
                                                                                          sub-investment advisors.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VFRES                        FTVIPT Franklin Real Estate    Objective: capital            Franklin Advisers, Inc.
                             Fund - Class 2 (Previously     appreciation with a
                             Franklin Real Estate           secondary goal to earn
                             Securities Fund)               current income. Invests
                                                            primarily in securities of
                                                            companies  operating
                                                            in the  real  estate
                                                            industry,  primarily
                                                            equity  real  estate
                                                            investment    trusts
                                                            (REITS).
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VFMSS                        FTVIPT Mutual Shares             Objective: capital          Franklin
                             Securities Fund - Class 2        appreciation with income    Mutual
                                                              as a secondary goal.        Advisers,
                                                              Invests primarily in        LLC
                                                              equity securities of
                                                              companies that the
                                                              manager believes are
                                                              available at market
                                                              prices less than their
                                                              actual value based on
                                                              certain recognized or
                                                              objective criteria
                                                              (intrinsic value).
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VFISC                        FTVIPT Templeton               Objective: long-term          Templeton Investment
                             International Smaller          capital appreciation.         Counsel, Inc.
                             Companies Fund - Class 2       Invests primarily in equity
                                                            securities of smaller
                                                            companies located outside
                                                            the U.S., including in
                                                            emerging markets.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VGCPG                        Goldman Sachs VIT Capital      Objective: long-term growth   Goldman Sachs Asset
                             Growth Fund                    of capital. Invests           Management
                                                            primarily  in equity
                                                            securities considered
                                                            by the Investment Advisor
                                                            to  have  long-term
                                                            capital appreciation
                                                            potential.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VGCUS                        Goldman Sachs VIT CORE U.S.    Objective: long-term growth   Goldman Sachs Asset
                             Equity Fund                    of capital and dividend       Management
                                                            income. Invests primarily
                                                            in a broadly diversified
                                                            portfolio of large-cap and
                                                            blue chip equity securities
                                                            representing all major
                                                            sectors of the U.S. economy.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VGGLI                        Goldman Sachs VIT Global       Objective: high total         Goldman Sachs Asset
                             Income Fund                    return, emphasizing current   Management International
                                                            income, and, to a lesser
                                                            extent, providing
                                                            opportunities for capital
                                                            appreciation. Invests
                                                            primarily in a portfolio of
                                                            high quality fixed-income
                                                            securities of U.S. and
                                                            foreign issuers and enters
                                                            into transactions in
                                                            foreign currencies.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VGINE                        Goldman Sachs VIT              Objective: long-term          Goldman Sachs Asset
                             International Equity Fund      capital appreciation.         Management International
                                                            Invests primarily in equity
                                                            securities of companies
                                                            that  are  organized
                                                            outside the U.S., or
                                                            whose securities are
                                                            principally   traded
                                                            outside the U.S.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VJUDE                        J.P. Morgan U.S. Disciplined   Objective: provide high       J.P. Morgan
                             Equity Portfolio               total return from a
                                                            portfolio of selected
                                                            equity securities through a
                                                            disciplined management
                                                            approach. Invests primarily
                                                            in large- and medium-
                                                            capitalization U.S.
                                                            companies.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VLREQ                        Lazard Retirement Series       Objective: long-term          Lazard Asset Management
                             Equity Portfolio               capital appreciation.
                                                            Invests primarily in
                                                            equity   securities,
                                                            principally   common
                                                            stocks of relatively
                                                            large U.S. companies
                                                            (those  whose  total
                                                            market value is more
                                                            than   $1   billion)
                                                            that the  Investment
                                                            Manager believes are
                                                            undervalued based on
                                                            their earnings, cash
                                                            flow    or     asset
                                                            values.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VLRIE                        Lazard Retirement Series       Objective: long-term          Lazard Asset Management
                             International Equity           capital appreciation.
                             Portfolio                      Invests primarily in equity
                                                            securities, principally
                                                            common stocks of relatively
                                                            large non-U.S. companies
                                                            (those whose total market
                                                            value  is more  than
                                                            $1 billion) that the
                                                            Investment   Manager
                                                            believes         are
                                                            undervalued based on
                                                            their earnings, cash
                                                            flow    or     asset
                                                            values.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VMNDS                        MFS(R) New Discovery Series    Objective: capital            MFS Investment
                                                            appreciation. Invests         Management(R)
                                                            primarily in equity
                                                            securities of emerging
                                                            growth companies.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VMRES                        MFS(R) Research Series         Objective: long-term growth   MFS Investment
                                                            of capital and future         Management(R)
                                                            income. Invests primarily
                                                            in common stocks and
                                                            related securities that
                                                            have favorable prospects
                                                            for long-term growth,
                                                            attractive valuations based
                                                            on current and expected
                                                            earnings or cash flow,
                                                            dominant or growing market
                                                            share, and superior
                                                            management.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VMUTS                        MFS(R)Utilities Series         Objective: capital growth     MFS Investment
                                                            and current income. Invests   Management(R)
                                                            primarily in equity and
                                                            debt securities of domestic
                                                            and foreign companies in
                                                            the utilities industry.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPGRI                        Putnam VT Growth and Income    Objective: capital growth     Putnam Investment
                             Fund - Class IB Shares         and current income. Invests   Management, Inc.
                                                            primarily in common stocks
                                                            that offer potential for
                                                            capital growth, current
                                                            income or both.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPIGR                        Putnam VT International        Objective: capital            Putnam Investment
                             Growth Fund - Class IB Shares  appreciation. Invests         Management, Inc.
                                                            primarily in equity
                                                            securities of companies
                                                            located in countries other
                                                            than the United States.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VPINO                        Putnam VT International  New   Objective: long-term          Putnam Investment
                             Opportunities Fund -  Class    capital appreciation.         Management, Inc.
                             IB Shares                      Invests primarily in growth
                                                            stocks issued by companies
                                                            outside the U.S.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VRMCC                        Royce Micro-Cap Portfolio      Objective: long-term growth   Royce & Associates, Inc.
                                                            of capital. Invests
                                                            primarily in a broadly
                                                            diversified portfolio of
                                                            equity securities issued by
                                                            micro-cap companies
                                                            (companies with stock
                                                            market capitalizations
                                                            below $300 million).
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VRPRM                        Royce Premier Portfolio        Objective: long-term growth   Royce & Associates, Inc.
                                                            of capital with current
                                                            income  as   a
                                                            secondary objective.
                                                            Invests primarily in
                                                            a limited  number of
                                                            equity  securities
                                                            issued  by  small
                                                            companies with stock
                                                            market capitalization
                                                            between $300 million
                                                            and $1.5 billion.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VWISC                        Wanger International Small     Objective: long-term growth   Wanger Asset Management,
                             Cap                            of capital. Invests           L.P.
                                                            primarily in stocks of
                                                            small- and medium-sized
                                                            non-U.S. companies.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VWUSC                        Wanger U.S. Small Cap          Objective: long-term growth   Wanger Asset Management,
                                                            of capital. Invests           L.P.
                                                            primarily in stocks of
                                                            small- and medium-sized
                                                            U.S. companies.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
- ---------------------------- ------------------------------ ----------------------------- --------------------------
VWTEG                        Warburg Pincus Trust           Objective: maximum capital    Credit Suisse Asset
                             Emerging Growth Portfolio      appreciation. Invests         Management, LLC.
                                                            primarily in equity
                                                            securities of small- to
                                                            medium-sized U.S.
                                                            emerging-growth companies.
- ---------------------------- ------------------------------ ----------------------------- --------------------------
</TABLE>

<PAGE>

Fund Objectives

The investment objectives and policies of some of the funds maybe similar to the
investment  objectives  and policies of other  mutual funds that the  investment
advisor or its  affiliates  manage.  Although the objectives and policies may be
similar,  each fund will have its own  portfolio  holdings  and its own fees and
expenses. Accordingly, each fund will have its own investment results, and those
may differ significantly from other funds with similar investment objectives and
policies.

The investment  managers and advisors cannot  guarantee that the funds will meet
their investment  objectives.  Please read the funds  prospectuses for facts you
should know before investing.  These prospectuses are available by contacting us
at the address or telephone number on the first page of this prospectus.

All funds are available to serve as the underlying investments for variable life
insurance policies. Some funds also are available to serve as investment options
for variable annuities and tax-deferred retirement plans. It is possible that in
the future, it may be disadvantageous for variable annuity accounts and variable
life insurance  accounts and/or  tax-deferred  retirement plans to invest in the
available funds simultaneously.

Although the insurance  company and the funds do not currently  foresee any such
disadvantages, the boards of directors or trustees of the appropriate funds will
monitor  events in order to identify  any  material  conflicts  between  annuity
owners,  life insurance policy owners and  tax-deferred  retirement plans and to
determine what action,  if any, should be taken in response to a conflict.  If a
board were to conclude that it should establish  separate funds for the variable
annuity,  variable life insurance and tax-deferred retirement plan accounts, you
would not bear any expenses associated with establishing  separate funds. Please
refer  to the  fund  prospectuses  for risk  disclosure  regarding  simultaneous
investments  by variable  annuity,  variable  life  insurance  and  tax-deferred
retirement plan accounts.

Diversification: The Internal Revenue Service (IRS) has issued final regulations
relating to the  diversification  requirements under Section 817(h) of the Code.
Each fund intends to comply with these requirements.

Relationship Between Funds and Subaccounts

Each subaccount buys shares of the appropriate fund at net asset value without a
sales  charge.  Dividends  and  capital  gain  distributions  from  a  fund  are
reinvested at net asset value without a sales charge and held by the  subaccount
as an asset. Each subaccount  redeems fund shares without a charge to the extent
necessary to make death benefit or other payments under the policy.

Rates of Return of the Subaccounts

Average  annual  rates of return in the  following  table  reflect  all  charges
incurred by the fund,  charges against the subaccounts  (including the mortality
and expense risk  charge) and the 3% premium  expense  charge.  The rates do not
reflect  the  surrender  charge or  monthly  deduction.  If these  charges  were
reflected, the illustrated rates of return would have been lower.

Performance  information  for the  subaccounts  may appear  from time to time in
advertisements or sales literature. This information reflects the performance of
a  hypothetical  investment in a particular  subaccount  during a specified time
period.  We show performance  from the commencement  date of the funds as if the
contract  existed at that time which, it did not.  Although we base  performance
figures on historical  earnings,  past  performance  does not  guarantee  future
results.

<PAGE>
<TABLE>
<CAPTION>

Period ending 12/31/99                               Subaccount performance since commencement of the Fund

                                                                                                                    10 years or
Subaccount  Investing in                                                                  1 year          5 years      since
                                                                                                                    commencement
<S>                                                                                    <C>              <C>       <C>
VPBCA          AXP(SM) Variable Portfolio - Blue Chip Advantage Fund (9/99)1,4              --%            --%             7.36%
VPBND          AXP(SM) Variable Portfolio - Bond Fund (10/81)1                             (2.23)          6.14            6.75
VPCPR          AXP(SM) Variable Portfolio - Capital Resource Fund (10/81)1                  7.27          17.04           12.95
VPCMG          AXP(SM) Variable Portfolio - Cash Management Fund (10/81)1,2                 0.69           3.37            3.57

AXP(SM)  Variable  Portfolio - Cash Management  Fund's seven-day yield was 4.36%
and its compunded yield was 4.51%.

VPDEI          AXP(SM) Variable Portfolio - Diversified Equity Income Fund (9/99)1,4       __             __              (1.11)
VPEXI          AXP(SM) Variable Portfolio - Extra Income Fund (5/96)1                      2.12           --               3.71
VPFIF          AXP(SM) Variable Portfolio - Federal Income Fund (9/99)1,4                  --             --              (2.59)
VPGRO          AXP(SM) Variable Portfolio - Growth Fund (9/99)1,4                          --             --              13.11
VPMGD          AXP(SM) Variable Portfolio - Managed Fund (4/86)1                           5.52          15.26           11.62
VPNDM          AXP(SM) Variable Portfolio - New Dimensions Fund(R)(5/96)1                  25.83          --              23.90
VPSCA          AXP(SM) Variable Portfolio - Small Cap Advantage Fund (9/99)1,4             --             --               7.64
VACAP          AIM V.I. Capital Appreciation Fund (5/93)1                                  35.87          23.14           20.26
VACDV          AIM V.I. Capital Development Fund (5/98)                                    24.08          --               8.19
VAVAL          AIM V.I. Value Fund (5/93)1                                                 23.05          24.95           21.13
VAPGR          Alliance Premier Growth Portfolio (Class B) (7/99)3,4                       --             --               7.95
VATEC          Alliance Technology Portfolio (Class B) (9/99)3,4                           --             --              43.55
VAUGH          Alliance U.S. Government/High Grade Securities Portfolio
                    (Class B) (6/99)3,4                                                    --             --              (3.57)

VBCAS          Baron Capital Asset Fund (10/98)1                                           30.60          --              56.29
VFGRI          Fidelity VIP III Growth & Income Portfolio (Service Class) (12/96)1          3.66          --              19.24
VFMDC          Fidelity VIP III Mid Cap Portfolio (Service Class) (12/98)1                 42.13          --              46.07
VFOVS          Fidelity VIP Overseas Portfolio (Service Class) (12/87)1                    33.49          11.70            8.17
VFRES          FTVIPT Franklin Real Estate Fund - Class 2 (1/89)1,6                        (9.99)          6.36            7.69
VFMSS          FTVIPT Mutual Shares Securities Fund - Class 2 (11/96)1,6                    9.20          --               8.80
VFISC          FTVIPT Templeton International Smaller Companies Fund -
                    Class 2 (5/96)1,6                                                      19.13          --               3.42

VGCPG          Goldman Sachs VIT Capital Growth Fund (4/98)1                               22.22          --              21.13
VGCUS          Goldman Sachs VIT CORE U.S. Equity Fund (2/98)1                             19.49          --              17.72
VGGLI          Goldman Sachs VIT Global Income Fund (1/98)1                                (4.84)         --               1.09
VGINE          Goldman Sachs VIT International Equity Fund (1/98)1                         26.76          --              23.26
VJUDE          J.P. Morgan U.S. Disciplined Equity Portfolio (12/94)1                       6.82          21.08           21.06
VLREQ          Lazard Retirement Series Equity Portfolio (3/98)1                            3.81          --               7.76

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Period ending 12/31/99                               Subaccount performance since commencement of the Fund

                                                                                                              10 years or
Subaccount    Investing in                                                       1 year          5 years         since
                                                                                                              commencement
<S>          <C>                                                                <C>            <C>          <C>
VLRIE          Lazard Retirement Series International Equity Portfolio (9/98)1     16.73%         --%             22.28%
VMNDS          MFS(R)New Discovery Series (5/98)1                                  66.65          --              36.95
VMRES          MFS(R)Research Series (7/95)1                                       19.25          --              21.00
VMUTS          MFS(R)Utilities Series (1/95)1                                      32.83          --              25.94
VPGRI          Putnam VT Growth and Income Fund - Class IB Shares (2/88)1,5       (2.35)         18.14            12.88
VPIGR          Putnam VT International Growth Fund - Class IB Shares (1/97)1,5     54.07          --              27.70
VPINO          Putnam VT International New Opportunities Fund -
                    Class IB Shares (1/97)1,5                                      94.96          --              30.21

VRMCC          Royce Micro-Cap Portfolio (12/96)1                                  23.19          --              15.11
VRPRM          Royce Premier Portfolio (12/96)1                                     4.04          --               9.20
VWISC          Wanger International Small Cap (5/95)1                             117.18          --              36.63
VWUSC          Wanger U.S. Small Cap (5/95)1                                       20.08          --              24.50
VWTEG          Warburg Pincus Trust Emerging Growth Portfolio (9/99)1,4             --            --              27.69

</TABLE>

1 (Commencement date of the fund).
2 The 7-day yield, shown here in parentheses,  more closely reflects the current
earnings of the fund than the total return quotation.
3 (Commencement of distribution of Class B shares).
4 These numbers are YTD as of Dec. 31, 1999, not annualized.
5 Performance  information  for Class IB shares for the period prior to April 6,
1998 for Putnam VT Growth and Income Fund and prior to April 30, 1998 for Putnam
VT International  Growth Fund and Putnam VT International New Opportunities Fund
are based on the  performance  of the fund's  Class IA Shares (not offered as an
investment  option)  adjusted  to  reflect  the fees  paid by  Class IB  Shares,
including a Rule 12b-1 fee of 0.15%.
6 Because  Class 2 shares were issued on Jan. 6, 1999,  for the periods prior to
that date, Class 2 performance  represents the historical performance of Class 1
shares.  Performance  of Class 2 shares for periods  after Jan. 6, 1999 reflects
Class  2's   additional   12b-1  fee  expense  which  also  affects  all  future
performance.


<PAGE>

The Fixed Account

You can allocate premiums to the fixed account or transfer policy value from the
subaccounts  to the fixed  account  (with  certain  restrictions,  explained  in
"Transfers between the fixed account and subaccounts").

The fixed account is the general investment account of American Enterprise Life.
It includes all assets owned by American Enterprise Life other than those in the
variable  account  and other  separate  accounts.  Subject  to  applicable  law,
American  Enterprise  Life has sole discretion to decide how assets of the fixed
account will be invested.

Placing  policy value in the fixed  account does not entitle you to share in the
fixed account's investment  experience,  nor does it expose you to the account's
investment risk.  Instead,  American  Enterprise Life guarantees that the policy
value you place in the fixed account will accrue interest at an effective annual
rate of at least 4.0%,  independent of the actual  investment  experience of the
account.  American  Enterprise  Life bears the full  investment risk for amounts
allocated to the fixed  account.  American  Enterprise  Life is not obligated to
credit interest at any rate higher than 4.0%,  although we may do so at our sole
discretion.  Rates  higher  than  4.0% may  change  from  time to  time,  at the
discretion of American  Enterprise  Life,  and will be based on various  factors
including, but not limited to, the interest rate environment,  returns earned on
investments  backing these  policies,  the rates currently in effect for new and
existing  American  EnterpriseLife  policies,  product  design,  competition and
American Enterprise Life's revenues and expenses.

We will not credit  interest in excess of 4.0% on any portion of policy value in
the fixed account against which you have a policy loan outstanding.

Because of exemptive and exclusionary provisions, interests in the fixed account
have not been registered  under the Securities Act of 1933 and the fixed account
has not been  registered as an investment  company under the Investment  Company
Act of 1940. Accordingly,  neither the fixed account nor any interests in it are
subject  to the  provisions  of  these  Acts  and the  staff  of the SEC has not
reviewed  the  disclosures  in this  prospectus  relating to the fixed  account.
Disclosures  regarding  the fixed  account may,  however,  be subject to certain
generally  applicable  provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

<PAGE>

Policy Value

The value of your  policy is the sum of  values  in the fixed  account  and each
subaccount of the variable account.

FIXED ACCOUNT VALUE

The value in the fixed  account on the  policy  date (when the policy is issued)
equals:

o    the portion of your  initial net premium  allocated  to the fixed  account;
     minus

o    the portion of the monthly  deduction for the first policy month  allocated
     to the fixed account.

On any later date, the value in the fixed account equals:

o    the value on the previous monthly date; plus

o    net premiums  allocated to the fixed  account  since the last monthly date;
     plus

o    any transfers to the fixed  account from the  subaccounts,  including  loan
     transfers, since the last monthly date; plus

o    accrued interest on all of the above; plus

o    any policy value credit allocated to the fixed account; minus

o    any transfers  from the fixed account to the  subaccounts,  including  loan
     repayment transfers, since the last monthly date; minus

o    any partial  surrenders or partial  surrender  fees  allocated to the fixed
     account since the last monthly date; minus

o    interest  on any  transfers  or  partial  surrenders,  from the date of the
     transfer or surrender to the date of calculation; minus

o    any portion of the monthly  deduction for the coming month allocated to the
     fixed account if the date of calculation is a monthly date.

SUBACCOUNT VALUES

The  value  in  each  subaccount  changes  daily,  depending  on the  investment
performance of the funds in which that  subaccount  invests and on other factors
detailed below.  There is no guaranteed  minimum  subaccount value. You as owner
bear the entire investment risk.

Calculation of subaccount value: The value of each subaccount on the policy date
equals:

o    the portion of your initial net premium allocated to the subaccount; minus

o    the portion of the monthly  deduction for the first policy month  allocated
     to that subaccount.

The value on each subaccount on each valuation date equals:

o    the value of the subaccount on the preceding valuation date,  multiplied by
     the net  investment  factor for the  current  valuation  period  (explained
     below); plus

o    net premiums  received and allocated to the  subaccount  during the current
     valuation period; plus

<PAGE>

o    any  transfers  to  the  subaccount   (from  the  fixed  account  or  other
     subaccounts, including loan repayment transfers) during the period; plus

o    any policy value credit allocated to the subaccounts; minus

o    any transfers  from the  subaccount  including  loan  transfers  during the
     current valuation period; minus

o    any  partial  surrenders  and  partial  surrender  fees  allocated  to  the
     subaccount during the period; minus

o    any portion of the monthly deduction allocated to the subaccount during the
     period.

The net investment  factor  measures the investment  performance of a subaccount
from one valuation period to the next.  Because  performance may fluctuate,  the
value of a subaccount may increase or decrease from day to day.

Accumulation  units:  We convert the policy value  allocated to each  subaccount
into  accumulation  units.  Each time you direct a premium  payment or  transfer
policy  value  into one of the  subaccounts,  we  credit  a  certain  number  of
accumulation units to your policy for that subaccount. Conversely, each time you
take a partial  surrender or transfer  value out of a subaccount,  we subtract a
certain number of accumulation units.

Accumulation  units are the true measure of investment value in each subaccount.
For  subaccounts  investing in the funds,  they are related to, but not the same
as, the net asset  value of the  corresponding  fund.  The dollar  value of each
accumulation  unit  can  rise  or  fall  daily,   depending  on  the  investment
performance of the underlying  funds, and on certain  charges.  Here is how unit
values are calculated:

Number of units:  To calculate the number of units for a particular  subaccount,
we divide  your  investment  (net  premium or  transfer  amount) by the  current
accumulation unit value.

Accumulation unit value: The current accumulation unit value for each subaccount
equals the last accumulation unit value times the current net investment factor.

Net investment factor: We determine the net investment factor at the end of each
valuation period. This factor equals

                                      (a divided by b) - c,

where:

(a) equals:

o    net asset value per share of the fund; plus

o    per-share amount of any dividend or capital gain  distribution  made by the
     relevant fund to the subaccount; plus

o    any  credit or minus any  charge for  reserves  to cover any tax  liability
     resulting from the investment operations of the subaccount.

(b) equals:

o    net asset value per share of the fund at the end of the preceding valuation
     period; plus

o    any credit or minus any charge for  reserves to cover any tax  liability in
     the preceding valuation period.

(c) is a percentage  factor  representing the mortality and expense risk charge,
    as described in "Loads, Fees and Charges" above.

<PAGE>

Factors that affect subaccount accumulation units:

Accumulation  units of each  subaccount may change in two ways; in number and in
value. Here are the factors that influence those changes:

The number of accumulation units you own may fluctuate due to:

o  additional premiums allocated to the subaccount;

o  transfers into or out of the subaccount;

o  partial surrenders and partial surrender fees;

o  surrender charges;

o  pro rata portions of the monthly deductions; and/or

o  policy value credits.

Accumulation unit values will fluctuate due to:

o  changes in underlying fund's net asset value;

o  dividends distributed to the subaccount;

o  capital gains or losses of underlying fund;

o  fund operating expenses; and/or

o  mortality and expense risk fees.

Policy Value Credits

Beginning  in the 11th policy  year and while this  policy is in force,  we will
periodically apply a policy value credit to your policy value.

On an  annual  basis,  the  policy  value  credit  is an  amount  determined  by
multiplying (a) times (b) where:

(a) is the policy value credit percentage at the time the calculation is made;
    and

(b) is the policy value less indebtedness at the time the calculation is made.

We  reserve  the  right to  calculate  and apply the  policy  value  credit on a
quarterly or monthly basis.

The policy  value  credit  amount  shall be applied to the policy value on a pro
rata basis.

<PAGE>

Proceeds Payable Upon Death

We will pay a benefit to the beneficiary of the policy when the insured dies.

If that death is prior to the insured's  attained  insurance age 100, the amount
payable is based on the  specified  amount and death benefit  option  (described
below) that you have selected, less any indebtedness.

If the insured's death is on or after the attained insurance age 100, the amount
payable is the cash surrender value.

Option 1 (level  amount):  Under this option,  the policy's value is part of the
specified amount. The Option 1 death benefit is the greater of:

o    the specified amount on the date of the insured's death; or

o    the applicable  percentage of the policy value on the date of the insured's
     death,  if that death occurs on a valuation  date, or on the next valuation
     date following the date of death. (See table below.)

Applicable percentage table

   Insured's attained      Applicable         Insured's attained    Applicable
    insurance age          percentage of         insurance age    percentage of
                           policy value                            policy value

     40 or younger            250%                     61                 128%
          41                  243                      62                 126
          42                  236                      63                 124
          43                  229                      64                 122
          44                  222                      65                 120
          45                  215                      66                 119
          46                  209                      67                 118
          47                  203                      68                 117
          48                  197                      69                 116
          49                  191                      70                 115
          50                  185                      71                 113
          51                  178                      72                 111
          52                  171                      73                 109
          53                  164                      74                 107
          54                  157                     75-95               105
          55                  150                      96                 104
          56                  146                      97                 103
          57                  142                      98                 102
          58                  138                      99                 101
          59                  134                      100                100
          60                  130

The  percentage  is designed to ensure that the policy meets the  provisions  of
federal  tax law which  require a minimum  death  benefit in  relation to policy
value for your policy to qualify as life insurance.

<PAGE>

Option 2 (variable amount):  Under this option, the policy value is added to the
specified amount. The Option 2 death benefit is the greater of:

o    the policy value plus the specified amount; or

o    the applicable percentage of policy value (from the preceding table) on the
     date of the insureds death, if that death occurs on a valuation date, or on
     the next valuation date following the date of death.

Examples:                                  Option 1              Option 2

specified amount                           $100,000              $100,000
policy value                                 $5,000                $5,000
death benefit                              $100,000              $105,000
policy value increases to                    $8,000                $8,000
death benefit                              $100,000              $108,000
policy value decreases to                    $3,000                $3,000
death benefit                              $100,000              $103,000

If you  want to have  premium  payments  and  favorable  investment  performance
reflected partly in the form of an increasing death benefit, you should consider
Option 2. If you are satisfied with the specified amount of insurance protection
and  prefer  to have  premium  payments  and  favorable  investment  performance
reflected to the maximum extent in the policy value,  you should consider Option
1. Under Option 1, the cost of insurance is lower  because  American  Enterprise
Life's net  amount at risk is  generally  lower;  for this  reason  the  monthly
deduction is less and a larger portion of your premiums and  investment  returns
is retained in the policy value.

CHANGE IN DEATH BENEFIT OPTION

You may make a written  request  to change  the death  benefit  option  once per
policy year. A change in the death benefit option also will change the specified
amount. You do not need to provide additional evidence of insurability.

If you change from Option 1 to Option 2: The  specified  amount will decrease by
an amount equal to the policy value on the effective date of the change.

If you change from Option 2 to Option 1: The  specified  amount will increase by
an amount equal to the policy value on the effective date of the change.

An increase or decrease in specified amount resulting from a change in the death
benefit option will affect the following policy costs:

o    Monthly  deduction because the cost of insurance depends upon the specified
     amount.

o    Charges for certain optional insurance benefits.

The surrender charge will not be affected.

<PAGE>

CHANGES IN SPECIFIED AMOUNT

Subject to certain  limitations,  you may make a written  request to increase or
decrease the specified amount at any time.  Changes in specified amount may have
tax implications,  discussed in the section "Modified Endowment Contracts" under
"Federal taxes."

Increases:  If you  increase the  specified  amount,  we may require  additional
evidence of  insurability  that is satisfactory to us. The effective date of the
increase will be the monthly  anniversary  on or next  following our approval of
the increase.  The increase may not be less than $25,000, and we will not permit
an increase after the insured's attained insurance age 85.

An increase in the  specified  amount will have the  following  effect on policy
costs:

o    Your monthly  deduction will increase  because the cost of insurance charge
     depends upon the specified amount.

o    Charges for certain optional insurance benefits may increase.

o    The minimum monthly premium will increase if the NLG is in effect.

o    The surrender charge will increase.

At the time of the increase in specified  amount,  the cash  surrender  value of
your policy must be sufficient to pay the monthly  deduction on the next monthly
anniversary.  The  increased  surrender  charge will  reduce the cash  surrender
value.  If the remaining  cash  surrender  value is not  sufficient to cover the
monthly  deduction,  we will require you to pay additional  premiums  within the
61-day grace  period.  If you do not, the policy will lapse unless the NLG is in
effect.  Because the minimum monthly premium will increase, you may also have to
pay additional premiums to keep the NLG in effect.

Decreases:  Any  decrease  in  specified  amount will take effect on the monthly
anniversary  on or next  following  our  receipt of your  written  request.  The
specified  amount  remaining after the decrease may not be less than the minimum
amount shown in the policy.  If, following a decrease in specified  amount,  the
policy  would no longer  qualify as life  insurance  under  federal tax law, the
decrease may be limited to the extent necessary to meet these  requirements.  We
reserve the right to limit any specified amount decrease, in any policy year, to
no more  than  25% of the  specified  amount  in  effect  as of the date of your
request.

A decrease in specified amount will affect your costs as follows:

o    Your monthly  deduction will decrease  because the cost of insurance charge
     depends upon the specified amount.

o    Charges for certain optional insurance benefits may decrease.

o    The minimum monthly premium will decrease if the NLG is in effect.

o    The surrender charge will not change.

<PAGE>

No  surrender  charge is imposed  when you request a decrease  in the  specified
amount.

We will deduct  decreases  in the  specified  amount from the current  specified
amount in this order:

o    First from the portion due to the most recent increase;

o    Next from portions due to the next most recent increases successively; and

o    Then from the initial specified amount when the policy was issued.

This  procedure  may affect the cost of insurance  if we have applied  different
risk classifications to the current specified amount. We will eliminate the risk
classification  applicable to the most recent  increase in the specified  amount
first, then the risk classification applicable to the next most recent increase,
and so on.

MISSTATEMENT OF AGE OR SEX

If the insured's age or sex has been misstated,  the proceeds payable upon death
will be:

o    the policy value on the date of death; plus

o    the  amount of  insurance  that would  have been  purchased  by the cost of
     insurance  deducted for the policy month  during which death  occurred,  if
     that cost had been  calculated  using  rates for the  correct  age and sex;
     minus

o    the amount of any outstanding indebtedness on the date of death.

SUICIDE

Suicide by the insured, whether sane or insane, within two years from the policy
date is not covered by the policy. If suicide occurs, the only amount payable to
the beneficiary  will be the premiums paid,  minus the amount of any outstanding
indebtedness and partial surrenders.

In Colorado and North  Dakota,  the suicide  period is shortened to one year. In
Missouri,  American  Enterprise  Life must prove that the  insured  intended  to
commit suicide at the time he or she applied for coverage.

BENEFICIARY

Initially,  the beneficiary will be the person you designate in your application
for the  policy.  You may change the  beneficiary  by giving  written  notice to
American Enterprise Life, subject to requirements and restrictions stated in the
policy. If you do not designate a beneficiary,  or if the designated beneficiary
dies before the insured, the beneficiary will be you or your estate.

<PAGE>

Transfers between the Fixed Account and Subaccounts

You may  transfer  policy  values  from one  subaccount  to  another  or between
subaccounts  and the fixed  account.  For most  transfers,  we will process your
transfer request at the end of the valuation period during which we receive your
request. There is no charge for transfers. Before transferring policy value, you
should consider the risks involved in switching investments.

We may suspend or modify the transfer  privilege at any time with the  necessary
approval of the SEC.  Transfers  involving  the fixed account are subject to the
restrictions below.

FIXED ACCOUNT TRANSFER POLICIES

o    You must make  transfers  from the  fixed  account  during a 30-day  period
     starting on a policy anniversary, except for automated transfers, which can
     be set up at any time for  transfer  periods  of your  choosing  subject to
     certain minimums.

o    If we receive  your  request to  transfer  amounts  from the fixed  account
     within 30 days  before the policy  anniversary,  the  transfer  will become
     effective on the anniversary.

o    If  we  receive  your  request  on or  within  30  days  after  the  policy
     anniversary, the transfer will be effective on the day we receive it.

o    We will not accept  requests for  transfers  from the fixed  account at any
     other time.

o    If you made a transfer from the fixed  account to one or more  subaccounts,
     you may not make a transfer from any  subaccount  back to the fixed account
     until the next  policy  anniversary.  We will  waive this  limitation  once
     during the first two policy years if you  exercise  the  policy's  right to
     exchange provision. (See "Exchange right" under "Policy Surrenders").

Minimum Transfer Amounts

From a subaccount to another subaccount or the fixed account:

o    For mail and phone  transfers  -- $250 or the  entire  subaccount  balance,
     whichever is less.

o    For automated transfers -- $50.

From the fixed account to a subaccount:

o    $250  or  the  entire  fixed  account   balance,   minus  any   outstanding
     indebtedness, whichever is less.

o    For automated transfers -- $50.

Maximum Transfer Amounts

From a subaccount to another subaccount or the fixed account:

o  Entire subaccount balance.

From the fixed account to a subaccount:

o  Entire fixed account balance, minus any outstanding indebtedness.

Maximum Number of Transfer Per Year

We reserve  the right to limit  mail and  telephone  transfers  to 12 per policy
year. Twelve automated transfers per policy are allowed.

<PAGE>

TWO WAYS TO REQUEST A TRANSFER, LOAN OR SURRENDER

Provide  your  name,   policy  number,   Social   Security  Number  or  Taxpayer
Identification Number when you request a transfer.

1 By letter

Regular mail:

American Enterprise Life Insurance Company
P.O. Box 290679
Wethersfield, CT 06129-0679

Express mail:

American Enterprise Life Insurance Company
Attention: AEL Service Center
1290 Silas Deane Highway
Suite 102
Wethersfield, CT 06109

2 By phone

Call between 8 a.m. and 6 p.m. Central Time:
1-800-333-3437 (toll free) or
(612) 671-7700 (Minneapolis area)

TTY service for the hearing impaired:
1-800-285-8846 (toll free)

o    We answer phone requests promptly,  but you may experience delays when call
     volume  is  unusually  high.  If you are  unable to get  through,  use mail
     procedure as an alternative.

o    We will honor any  telephone  transfer or  surrender  request we believe is
     authentic  and we will use  reasonable  procedures  to confirm  that it is.
     These procedures  include asking  identifying  questions and tape recording
     calls. As long as we follow these procedures,  American Enterprise Life and
     its affiliates  will not be liable for any loss  resulting from  fraudulent
     requests.

o    We make telephone  transfers  available  automatically.  If you do not want
     telephone transfers to be made from your account,  please write to American
     Enterprise Life and tell us.

AUTOMATED TRANSFERS

In addition to written and  telephone  requests,  you can arrange to have policy
value  transferred  from one account to another  automatically.  Your  financial
advisor can help you set up an automated transfer.

Automated transfer policies:

o    Minimum automated transfer amount: $50

o    Only one automated  transfer  arrangement can be in effect at any time. You
     can  transfer  policy  values  to one or more  subaccounts  and  the  fixed
     account, but you can transfer from only one account.

o    You can start or stop this service by written request. You must allow seven
     days for us to change any instructions that currently are in place.

<PAGE>

o    You cannot make  automated  transfers  from the fixed  account in an amount
     that, if continued, would deplete the fixed account within 12 months.

o    If you made a transfer from the fixed  account to one or more  subaccounts,
     you may not make a transfer from any  subaccount  back to the fixed account
     until the next policy anniversary.

o    If you submit your automated  transfer  request with an  application  for a
     policy,  automated  transfers  will not take  effect  until  the  policy is
     issued.

o    If the value of the account from which you are transferring policy value is
     less  than  the  $50  minimum,  we  will  stop  the  transfer   arrangement
     automatically.

o    Automated  transfers are subject to all other policy  provisions  and terms
     including  provisions  relating to the transfer of money  between the fixed
     account and the subaccounts.

AUTOMATED DOLLAR-COST AVERAGING

You can use automated  transfers to take advantage of  dollar-cost  averaging --
investing a fixed amount at regular intervals. For example, you might have a set
amount transferred monthly from a relatively  conservative  subaccount to a more
aggressive one, or to several others.

This systematic  approach can help you benefit from fluctuations in accumulation
unit value,  caused by fluctuations in the market value of the underlying  fund.
Since you invest the same amount each  period,  you  automatically  acquire more
units when the market  value  falls,  fewer units when it rises.  The  potential
effect  is to  lower  your  average  cost  per  unit.  There  is no  charge  for
dollar-cost averaging.

<TABLE>
<CAPTION>
                        How dollar-cost averaging works

                         Month                Amount          Accumulation       Number of units
                                             invested           unit value          purchased
<S>                    <C>                  <C>              <C>                <C>
By investing an            Jan                  $100                $20                 5.00
equal number of            Feb                   100                 16                 6.25
dollars each month...      Mar                   100                  9                11.11
                           Apr                   100                  5                20.00
you automatically          May                   100                  7                14.29
buy more units             Jun                   100                 10                10.00
when the per unit          Jul                   100                 15                 6.67
market price is low...     Aug                   100                 20                 5.00
                           Sep                   100                 17                 5.88
and fewer units when       Oct                   100                 12                 8.33
the per unit market
price is high.

</TABLE>

You have paid an average price of only $10.81 per unit over the 10 months, while
the average market price actually was $13.10.

Dollar-cost  averaging does not guarantee that any variable subaccount will gain
in value,  nor will it protect against a decline in value if market prices fall.
Because  this  strategy  involves  continuous   investing,   your  success  with
dollar-cost  averaging  will depend upon your  willingness to continue to invest
regularly through periods of low price levels.  Dollar-cost  averaging can be an
effective way to help meet your long-term goals.

<PAGE>

ASSET REBALANCING

You can ask us in writing to automatically  rebalance the subaccount  portion of
your policy value either  quarterly,  semi-annually or annually.  The period you
select  will  start to run on the date we  record  your  request.  On the  first
valuation date of each of these periods,  we  automatically  will rebalance your
policy  value  so  that  the  value  in each  subaccount  matches  your  current
subaccount percentage allocations. These percentage allocations must be in whole
numbers.  Asset  rebalancing  does not apply to the fixed  account.  There is no
charge for asset rebalancing.

You can change your  percentage  allocations or your  rebalancing  period at any
time by contacting  us in writing.  We will restart the  rebalancing  period you
selected as of the date we record your change. You also can ask us in writing to
stop  rebalancing your policy value. You must allow 30 days for us to change any
instructions  that  currently  are in  place.  For  more  information  on  asset
rebalancing, contact your sales representative.

Policy Loans

You may borrow against your policy by written or telephone  request.  (See chart
under  "Transfers  between the fixed  account and  subaccounts"  for address and
telephone  numbers for your  requests.) We will process your loan request at the
end of the  valuation  period  during which we receive your  request.  (Loans by
telephone are limited to $50,000.)

Interest rate: The interest rate for policy loans is 6% per year.  After the10th
anniversary  we expect to reduce the loan  interest to 4% per year.  Interest is
charged daily and due at the end of the policy year.

Minimum loan:

o    $500 ($200 for Connecticut residents).

Maximum loan:

o    In Texas,  100% of the policy value in the fixed account,  minus a pro rata
     portion of surrender charges.

o    In Alabama, 100% of the policy value minus surrender charges.

o    In all other states, 90% of the policy value minus surrender charges.

We will  compute the maximum  loan value as of the end of the  valuation  period
during which we receive your loan request.  The amount available at any time for
a new loan is the maximum  loan value less any  existing  indebtedness.  When we
compute the amount available, we reserve the right to deduct from the loan value
interest for the period until the next policy anniversary and monthly deductions
that we will take until the next policy anniversary.

<PAGE>

Payment of loaned funds: Generally, we will pay loans within seven days after we
receive your request  (with  certain  exceptions  -- see "Deferral of payments,"
under "Payment of Policy Proceeds.")

Allocation  of loans to accounts:  If you do not specify  whether the loan is to
come  from  the  fixed  account  or the  subaccounts,  we will  take it from the
subaccounts and the fixed account on a pro-rata basis minus  indebtedness.  When
we make a loan from a subaccount,  we redeem accumulation units and transfer the
proceeds  into the fixed  account.  We will  credit the loaned  amount with 4.0%
annual interest.

Repayments:  We will allocate loan  repayments to  subaccounts  and/or the fixed
account using the premium  allocation  percentages  in effect unless you tell us
otherwise. Repayments must be in amounts of at least $25.

Overdue  interest:  If you do not pay accrued  interest  when it is due, we will
increase  the amount of  indebtedness  in the fixed  account to cover the amount
due.  Interest  added to a policy loan will be charged the same interest rate as
the  loan  itself.  We will  take  the  interest  from  the  fixed  account  and
subaccounts on a pro-rata basis.

Effects of policy loans: If you do not repay your loan, it will reduce the death
benefit and cash surrender value.  Even if you do repay it, your loan can have a
permanent  effect on death benefits and policy values,  because money you borrow
against the subaccounts will not share in the investment results of the relevant
fund(s).

A loan may terminate the no lapse guarantee.  We deduct the loan amount from the
total  premiums you pay,  which may reduce the total below the level required to
keep the NLG in effect.

Taxes:   If  your  policy  lapses  or  you  surrender  it  with  an  outstanding
indebtedness, and the amount of outstanding indebtedness plus the cash surrender
value is more than the sum of premiums you paid,  you  generally  will be liable
for taxes on the excess. (See "Federal Taxes.")

<PAGE>

Policy Surrenders

You may  surrender  your  policy  in full or in  part by  written  or  telephone
request.   (See  chart  under   "Transfers   between   the  fixed   account  and
subaccounts.")  We  will  process  your  surrender  request  at  the  end of the
valuation  period  during which we receive your  request.  We may require you to
return your policy.

We normally will process your payment within seven days; however, we reserve the
right to defer  payment.  (See "Deferral of  payments,"under  "Payment of Policy
Proceeds.")

TOTAL SURRENDERS

If you totally  surrender your policy,  you receive its cash surrender  value --
the  policy  value  minus  outstanding  indebtedness  and  applicable  surrender
charges.  (See  "Loads,  fees and  charges.")  We will compute the value of each
subaccount  as of the end of the  valuation  period during which we receive your
request.

PARTIAL SURRENDERS

After the first policy year, you may surrender any amount from $500 up to 90% of
the policy's cash surrender value.  (Partial surrenders by telephone are limited
to $50,000.) We will charge you a partial surrender fee, described under "Loads,
Fees and Charges."

ALLOCATION OF PARTIAL SURRENDERS

Unless  you  specify  otherwise,  American  Enterprise  Life will  make  partial
surrenders from the fixed account and subaccounts on a pro-rata basis at the end
of the valuation  period during which we receive your  request.  In  determining
these proportions,  we first subtract the amount of any outstanding indebtedness
from the fixed account value.

EFFECT OF PARTIAL SURRENDERS

o    A partial  surrender  will  reduce  the  policy  value by the amount of the
     partial surrender and fee.

o    A partial  surrender may terminate  the no lapse  guarantee.  We deduct the
     surrender  amount from total premiums you paid,  which may reduce the total
     below the level required to keep the no lapse guarantee in effect.

o    If Option 1 is in effect,  a partial  surrender  will reduce the  specified
     amount by the amount of the partial surrender and fee. American  Enterprise
     Life will deduct this  decrease from the current  specified  amount in this
     order:

   -- First from the portion due to the most recent increase;
   -- Next from portions due to the next most recent increases successively; and
   -- Then from the initial specified amount when the policy was issued.

     (See "Decreases" under "Proceeds Payable Upon Death.")

o    If Option 2 is in effect, a partial surrender does not affect the specified
     amount.

<PAGE>

TAXES

Upon surrender, you generally will be liable for taxes on any excess of the cash
surrender  value plus  outstanding  indebtedness  over the  premium  paid.  (See
"Federal Taxes.")

EXCHANGE RIGHT

For two  years  after we issue  the  policy,  you can  exchange  it for one that
provides   benefits  that  do  not  vary  with  the  investment  return  of  the
subaccounts.  Because the policy  itself offers a fixed return  option,  all you
need to do is transfer all of the policy value in the  subaccounts  to the fixed
account.  We automatically  will credit all future premium payments to the fixed
account unless you request a different allocation.

A transfer  for this purpose  will not count  against the  12-transfers-per-year
limit.  Also, we will waive any restrictions on transfers into the fixed account
for this type of transfer.

There is no effect on the policy's death benefit,  specified amount,  net amount
at risk, risk classification or issue age. Only the method of funding the policy
value will be affected.

In Connecticut,  during the first 18 months after the policy is issued, you have
the right to exchange  the policy for a policy of permanent  fixed  benefit life
insurance we are then offering.

We will not require evidence of insurability. We will require that:

1. this policy is in force; and

2. your request is in writing; and

3. you repay any existing indebtedness.

The new policy will have the same initial death  benefit,  policy date and issue
age as this policy. The premium for the new policy will be based on our rates in
effect on its policy date for the same class of risk as under this policy.

We will inform you of the premium for the new policy and any extra sum  required
or  allowance  to be made  for a cash  surrender  value  adjustment  that  takes
appropriate  account  of the  values  under both this  policy  exceeds  the cash
surrender  value of the new policy,  the excess will be sent to you. If the cash
surrender  value of this policy is less than the cash surrender value of the new
policy, you will be required to send us the shortage amount for this exchange to
be completed.

<PAGE>

Optional Insurance Benefits

You may choose to add the  following  benefits to your  policy at an  additional
cost,  in the form of riders (if you meet certain  requirements).  More detailed
information on these benefits is in your policy.

WAIVER OF MONTHLY DEDUCTION (WMD):

Under WMD, we will waive the monthly  deduction if the insured  becomes  totally
disabled.

ACCIDENTAL DEATH BENEFIT (ADB):

ADB provides an additional  death  benefit if the  insured's  death is caused by
accidental injury.

TERM INSURED RIDER (TIR):

TIR provides an additional level, adjustable death benefit on the base insured.

ADDITIONAL INSURED RIDER (AIR):

AIR provides a level,  adjustable  death benefit on the life of each  additional
insured covered.

CHILDREN'S INSURANCE RIDER (CIR):

CIR provides level term coverage on each eligible child.

Payment of Policy Proceeds

We will pay policy proceeds when:

o  you surrender the policy; or

o  the insured dies

We will pay all  proceeds  by check.  We will  compute  the  amount of the death
proceeds and pay it in a single sum unless you select one of the payment options
below.  We will pay  interest at a rate of at least 4% per year (8% in Arkansas,
11% in Florida)  on single sum death  proceeds,  from the date of the  insured's
death to the  settlement  date (the date on which we pay the  proceeds in a lump
sum or first place them under a payment option).

Payment options:

During the  insured's  lifetime,  you may request in writing  that we pay policy
proceeds under one or more of the three payment options below.  (The beneficiary
also may select a payment  option,  unless you say that he or she  cannot).  You
decide how much of the proceeds to place under each option (minimum: $5,000). We
will transfer any such amount to American  Enterprise  Life's  general  account.
Unless we agree otherwise,  we must make payments under all options to a natural
person.

You also may make a written  request  to us to change a prior  choice of payment
option or, if we agree, to elect a payment option other than the three below.

If you elect a payment option for pre-death proceeds, payments under this option
may be subject to federal income tax as ordinary income.  If you elect Option A,
the full  pre-death  proceeds  will be taxed as a full  surrender or maturity as
described  in  "Taxation  of  policy  proceeds"  and also may be  subject  to an
additional 10% penalty tax if the policy is a modified  endowment.  The interest
paid under  Option A will be ordinary  income  subject to income tax in the year
earned. The interest payments will not be subject to the 10% penalty tax.

<PAGE>

If you  elect  Option B or  Option C for  payment  of  pre-death  proceeds,  any
indebtedness  at the time of election  will be taxed as a partial  surrender  as
described  in  "Taxation  of  policy  proceeds"  and also may be  subject  to an
additional  10% penalty tax if the policy is a modified  endowment.  We will use
the  remainder  of the proceeds to make  payments  under the option  elected.  A
portion of each payment  will be taxed as ordinary  income and a portion of each
payment will be considered a return of the investment in the policy and will not
be taxed.  We describe an owner's  investment in the policy.  (See  "Taxation of
policy  proceeds"  under  "Federal  Taxes").  All  payments  we make  after  the
investment in the policy is fully  recovered will be subject to tax.  Amounts we
pay under Option B or Option C that are subject to tax also may be subject to an
additional 10% penalty tax. (See "Penalty tax" under "Federal Taxes").

Death benefit  proceeds applied to any payment option are not considered part of
the  beneficiary's  income and therefore are not subject to federal  income tax.
Payments of interest  under  Option A will be  ordinary  income  subject to tax.
Under Option B or Option C, a portion of each  payment  will be ordinary  income
subject to tax and a portion of each payment will be  considered a return of the
beneficiary's  investment  in the  policy  which  is not  subject  to  tax.  The
beneficiary's investment in the policy is the death benefit proceeds we apply to
the payment  option.  All payments we make after the investment in the policy is
fully recovered will be subject to tax.

Option A -- Interest payments: We will pay interest on any proceeds placed under
this option at a rate of 3% per year compounded  annually,  at regular intervals
and for a period that is agreeable to both you and us. At the end of any payment
interval,  you may withdraw  proceeds in amounts of at least $100.  At any time,
you may withdraw  all of the proceeds  that remain or you may place them under a
different payment option approved by us.

Option B -- Payments for a specified period: We will make fixed monthly payments
for any number of years you specify.  Here are examples of monthly  payments for
each $1,000 placed under this option:

       Payment period           Monthly payment per $1,000
          (years)                   placed under Option B

            10                             $9.61
            15                              6.87
            20                              5.51
            25                              4.71
            30                              4.18

We will  furnish  monthly  amounts for other  payment  periods at your  request,
without charge.

Option C -- Lifetime  income:  We will make monthly payments for the life of the
person (payee) who is to receive the income. We will guarantee payment for 5, 10
or 15 years.

We will base the amount of each  monthly  payment per $1,000  placed  under this
option  on the  table of  settlement  rates in  effect  at the time of the first
payment. The amount depends on the sex and age of the payee on that date.

<PAGE>

The amount of each monthly  payment per $1,000  placed under this option will be
at least the amounts  shown in the  following  table.  We will  furnish  monthly
amounts for any adjusted age not shown at your request, without charge.

<TABLE>
<CAPTION>

     Life Income per $1,000 with Payments Guaranteed for 5, 10 and 15 Years

    Age Payee         Settlement                5 Years                         10 Years                        15 Years
                       Beginning
                        in Year          Male           Female            Male           Female          Male        Female
<S>                  <C>               <C>             <C>             <C>             <C>             <C>          <C>
       65                2005            5.26            4.66            5.15             4.62           4.95         4.53
                         2010            5.17            4.60            5.07             4.55           4.89         4.48
                         2015            5.09            4.53            4.99             4.49           4.83         4.42
                         2020            5.01            4.47            4.92             4.44           4.77         4.38
                         2025            4.94            4.42            4.86             4.39           4.72         4.33
                         2030            4.87            4.37            4.79             4.34           4.67         4.29
       70                2005            6.12            5.35            5.87             5.24           5.48         5.05
                         2010            6.01            5.26            5.77             5.16           5.41         4.99
                         2015            5.89            5.17            5.68             5.08           5.35         4.93
                         2020            5.79            5.09            5.59             5.01           5.29         4.87
                         2025            5.69            5.01            5.51             4.94           5.23         4.82
                         2030            5.59            4.94            5.43             4.88           5.17         4.76
       75                2005            7.27            6.33            6.72             6.07           6.00         5.65
                         2010            7.11            6.20            6.61             5.97           5.94         5.59
                         2015            6.96            6.08            6.50             5.87           5.88         5.52
                         2020            6.82            5.97            6.40             5.78           5.83         5.46
                         2025            6.68            5.86            6.30             5.69           5.77         5.40
                         2030            6.55            5.76            6.21             5.60           5.72         5.34

</TABLE>

Deferral of payments:

We reserve the right to defer payments of cash surrender value,  policy loans or
variable death benefits in excess of the specified amount if:

o    the  payments  derive from a premium  payment  made by a check that has not
     cleared the banking system (we have not collected good payment);

o    the New York Stock Exchange (NYSE) is closed (other than customary  weekend
     and holiday closings);

o    in accordance with SEC rules, trading on the NYSE is restricted or, because
     of an emergency,  it is not practical to dispose of securities  held in the
     subaccount or determine the value of the subaccount's net assets.

We may delay the payment of any loans or surrenders from the fixed account up to
six months from the date we receive the  request.  If we postpone the payment of
surrender  proceeds  more than 30 days,  we will pay you  interest on the amount
surrendered at an annual rate of 3% for the period of postponement.

<PAGE>

Federal Taxes

The  following  is a general  discussion  of the  policy's  federal  income  tax
implications.  It is not intended as tax advice.  Because the effect of taxes on
the value and benefits of your policy  depends on your  individual  situation as
well as American  Enterprise Life's tax status, YOU SHOULD CONSULT A TAX ADVISOR
TO FIND OUT HOW THESE  GENERAL  CONSIDERATIONS  APPLY TO YOU. The  discussion is
based on our  understanding  of federal income tax laws as the Internal  Revenue
Service (IRS) currently  interprets them; both the laws and their interpretation
may change.

We intend the policy to qualify as a life  insurance  policy for federal  income
tax purposes. To that end, the provisions of the policy are to be interpreted to
ensure or maintain this tax qualification. American Enterprise Life reserves the
right to change the policy in order to ensure  that it will  continue to qualify
as life insurance for tax purposes. We will send you a copy of any changes.

AMERICAN ENTERPRISE LIFE'S TAX STATUS

The IRS taxes American  Enterprise  Life as a life  insurance  company under the
Code. For federal income tax purposes,  we consider the subaccounts to be a part
of American  Enterprise Life,  although we treat their operations  separately in
accounting and financial statements.  We reinvest the investment income from the
subaccounts and it becomes part of the subaccounts'  value. The IRS does not tax
American  Enterprise Life on this investment income,  including realized capital
gains.  Therefore,  American Enterprise Life does not charge the subaccounts for
our federal income taxes.  American  Enterprise  Life reserves the right to make
such a  charge  in the  future  if there is a  change  in the tax  treatment  of
subaccounts  or variable  life  insurance  contracts  or in American  Enterprise
Life's tax status as we currently understand it.

TAXATION OF POLICY PROCEEDS

The IRS does not  consider  the death  benefit  to be part of the  beneficiary's
income and therefore it is not subject to federal income taxes.  When we pay the
proceeds after the insured's  attained insurance age 100 and the amount received
plus any indebtedness exceeds your investment in the policy, the IRS may tax the
excess as ordinary income.

The IRS may tax part or all of any pre-death  proceeds that you receive  through
full surrender or maturity, lapse, partial surrender,  policy loan or assignment
of policy  value or  payment  options as  ordinary  income.  (See the  following
table.) In some  cases,  the tax  liability  depends on whether  the policy is a
modified endowment  (explained following the table). The taxable amount also may
be  subject  to an  additional  10%  penalty  tax if the  policy  is a  modified
endowment.

<TABLE>
<CAPTION>
<S>                                                <C>
Source of proceeds                                   Taxable portion of pre-death proceeds

Full surrender:                                      Amount you receive plus any indebtedness, minus
                                                     your investment in the policy.*

Lapse:                                               Any outstanding indebtedness minus your investment
                                                     in the policy.*

Partial surrenders (modified endowments):            Lesser of: The amount you receive or policy value
                                                     minus your investment in the policy.*

Policy loans and assignments (modified endowments)   Lesser of: The amount of the loan/assignment or
                                                     policy value minus your investment in the policy.*

Partial  surrenders  (other policies):               Generally,  if the amount you receive is
                                                     greater  than  your  investment  in the  policy,*
                                                     the  amount in excess of your investment is
                                                     taxable.  However,  during the first 15 policy
                                                     years,  a different amount  may be  taxable
                                                     if the  partial  surrender  results in or is
                                                     caused by a reduction in benefits.

Policy loans and assignments (other policies):       None

Payment  options:                                    If we pay the proceeds of the policy under
                                                     one of the payment options, See the "Payment
                                                     option" under "Payment of Policy Proceeds"
                                                     section for tax information.

</TABLE>

*The owner's  investment is equal to premiums paid, minus the nontaxable portion
of any previous  partial  surrenders,  plus the taxable  portion of any previous
policy loans.

<PAGE>

MODIFIED ENDOWMENT CONTRACTS

In  1988,  Congress  created  a new  class  of life  insurance  policies  called
"Modified  Endowment  Contracts." The IRS taxes these policies  differently from
conventional life insurance contracts.

Your policy is a modified endowment contract if:

o    you apply for it or materially change it on or after June 21, 1988 and

o    the premiums  you pay in the first seven years of the policy,  or the first
     seven years following a material change, exceed certain limits.

Also, any life insurance policy you receive in exchange for a modified endowment
is itself a modified endowment.

We have  procedures  for  monitoring  whether  your policy may become a modified
endowment  contract.  We calculate  modified  endowment limits when we issue the
policy.  We base these limits on the benefits we provide under the policy and on
the risk  classification  of the insured.  We recalculate  these limits later if
certain increases or reductions in benefits occur.

Increases in  benefits:  We  recalculate  limits when an increase is a "material
change."  Almost any  increase  you  request,  such as an increase in  specified
amount,  the  addition of a rider  benefit or an  increase in an existing  rider
benefit,  is a material  change.  An automatic  increase under the terms of your
policy,  such as an increase in death benefit due to operation of the applicable
percentage  table  described in the "Proceeds  payable upon death" section or an
increase in policy  value  growth  under  Option 2,  generally is not a material
change.  A policy becomes a modified  endowment if premiums you pay in the early
years following a material change exceed the recalculated limits.

Reductions  in benefits:  When you reduce  benefits  within seven years after we
issue the policy or after the most recent  material  change,  we recalculate the
limits as if the reduced  level of benefits  had always been in effect.  In most
cases, this  recalculation will further restrict the amount of premiums that you
can pay without  exceeding  modified  endowment limits. If the premiums you have
already  paid  exceed the  recalculated  limits,  the policy  becomes a modified
endowment even if you do not pay any further premiums.

Distributions  affected:  Modified endowment rules apply to distributions in the
year the policy  becomes a modified  endowment and in all subsequent  years.  In
addition,  the rules apply to  distributions  taken two years  before the policy
becomes  a  modified  endowment  because  the  IRS  presumes  that  you  took  a
distribution in anticipation of that event.

Serial purchase of modified  endowments:  The IRS treats all modified endowments
issued by the same insurer (or affiliated  companies of the insurer) to the same
owner during any calendar  year as one policy for  purposes of  determining  the
amount of any loan or distribution that is taxable.

<PAGE>

Penalty  tax:  If a policy is a  modified  endowment,  the  taxable  portion  of
pre-death proceeds from a full surrender,  maturity,  lapse,  partial surrender,
policy loan or  assignment  of policy  value or certain  payment  options may be
subject to a 10% penalty tax unless:

o    the distribution occurs after the owner attains age 591/2;

o    the distribution is attributable to the owner becoming disabled (within the
     meaning of Code Section 72(m)(7); or

o    the  distribution  is part of a  series  of  substantially  equal  periodic
     payments  made at least once a year over the life (or life  expectancy)  of
     the owner or over the joint lives (or life  expectancies)  of the owner and
     the owner's beneficiary.

OTHER TAX CONSIDERATIONS

Interest paid on policy loans:  If you use a policy loan for personal  purposes,
interest  paid on the loan is not  tax-deductible.  Other rules apply if you use
the loan for trade or  business  or  investment  purposes  or if a  business  or
corporation owns the policy from which the loan is taken.

Policy changes: Changing ownership,  exchanging or assigning the policy may have
tax consequences, depending on the circumstances.

Other taxes:  Federal estate tax, state and local estate tax,  inheritance  tax,
gift tax and other tax  consequences  of ownership or receipt of policy proceeds
also will depend on the circumstances.

Tax-deferred  retirement  plans:  The  policy  may be used in  conjunction  with
certain  retirement  plans that are  already  tax-deferred  under the Code.  The
policy will not provide any necessary or  additional  tax deferral if it is used
to fund a retirement plan that is  tax-deferred.  Since the rules governing such
use are complex, a purchaser should consult a competent pension consultant.

On July 6, 1983, the Supreme Court held in Arizona Governing Committee v. Norris
that  optional   annuity   benefits   provided  under  an  employee's   deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary  between  men and women on the basis of sex.  Since  the  policy's  cost of
insurance rates and purchase rates for certain  settlement  options  distinguish
between men and women,  employers and employee organizations should consult with
legal counsel before purchasing the policy for any employment-related  insurance
or benefit program.

<PAGE>

American Enterprise Life

American  Enterprise Life is a stock life insurance  company organized under the
laws of the State of Indiana in 1981. Its administrative  offices are located at
829 AXP Financial  Center,  Minneapolis,  MN 55474. Its statutory address is 100
Capitol  Center  South,  201  North  Illinois  Street,  Indianapolis,  IN 46204.
American  Enterprise  Life  conducts a  conventional  life  insurance  business.
American Enterprise Life issues the life insurance policies.

OWNERSHIP

American  Enterprise  Life is a wholly owned  subsidiary  of IDS Life  Insurance
Company  (IDS Life),  which is a  wholly-owned  subsidiary  of American  Express
Financial  Corporation (AEFC). AEFC, a Delaware  corporation,  is a wholly owned
subsidiary of American Express Company.

The AEFC family of companies  offers not only insurance and annuities,  but also
mutual funds,  investment certificates and a broad range of financial management
services.

Besides  managing  investments for all funds in the American  Express(R)  Funds,
AEFC also manages  investments for itself and its subsidiaries,  IDS Certificate
Company and IDS Life Insurance Company.  Total assets under management as of the
most recent fiscal year were more than $262 billion.

STATE REGULATION

American  Enterprise Life is subject to the laws of Indiana governing  insurance
companies and to regulation by the Indiana Department of Insurance. In addition,
American  Enterprise  Life is subject to regulation  under the insurance laws of
other  jurisdictions  in which it operates.  American  Enterprise  Life files an
annual statement in a prescribed form with Indiana's Department of Insurance and
in each  state  in  which  American  Enterprise  Life  does  business.  American
Enterprise  Life's  books and  accounts  are  subject  to review by the  Indiana
Department of Insurance at all times and a full examination of its operations is
conducted  periodically.   Such  regulation  does  not,  however,   involve  any
supervision of management or investment practices or policies.

DISTRIBUTION OF THE POLICY

American Express  Financial  Advisors Inc.  (AEFA), a registered  broker/dealer,
serves as the principal  underwriter  for the life insurance  policy.  AEFA is a
wholly owned  subsidiary of AEFC, which is a wholly owned subsidiary of American
Express Company.

Broker-dealers  who have  entered  into  distribution  agreements  with AEFA and
American Enterprise Life will distribute the life insurance policies.

American Enterprise Life will pay commissions for sales of policies to insurance
agencies or broker-dealers that are also insurance  agencies.  These commissions
will be up to 95% of the initial target premium  (annualized),  plus up to 2% of
all premiums in excess of the target premium.  In addition,  American Enterprise
Life  may  pay  certain  sellers   additional   compensation   for  selling  and
distribution activities under certain circumstances. From time to time, American
Enterprise  Life will pay or permit  other  promotional  incentives,  in cash or
credit or other compensation.

<PAGE>

LEGAL PROCEEDINGS

A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions  in which American  Enterprise Life and its affiliates do business
involving  insurers'  sales  practices,  alleged  agent  misconduct,  failure to
properly supervise agents,  and other matters.  IDS Life is a defendant in three
class  action  lawsuits  of this  nature.  American  Enterprise  Life is a named
defendant in one of these  suits.  Richard W. and  Elizabeth  Thoresen vs. AEFC,
American  Centurion Life Assurance Company,  American  Enterprise Life Insurance
Company,  American Partners Life Insurance  Company,  IDS Life Insurance Company
and IDS Life  Insurance  Company of New York which was  commenced  in  Minnesota
State Court in October 1998. The action was brought by individuals who purchased
an annuity in a qualified plan. The plaintiffs allege that the sale of annuities
in tax-deferred  contributory  retirement  investment plans (e.g. IRAs) is never
appropriate.  The  plaintiffs  purport to  represent a class  consisting  of all
persons  who  made  similar  purchases.   The  plaintiffs  seek  damages  in  an
unspecified amount.

American  Enterprise Life is included as a party to a preliminary  settlement of
all three class action  lawsuits.  We believe this approach will put these cases
behind us and provide a fair  outcome for our  clients.  Our  decision to settle
does not include any admission of  wrongdoing.  We do not  anticipate  that this
proposed settlement,  or any other lawsuits in which American Enterprise Life is
a defendant, will have a material adverse effect on our financial condition.

YEAR 2000

The Year 2000 issue is the result of computer programs having been written using
two  digits  rather  than  four  to  define  a  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of American Enterprise Life
and the Variable Account.  All of the major systems used by American  Enterprise
Life  and the  Variable  Account  are  utilized  by  multiple  subsidiaries  and
affiliates  of  AEFC.  American  Enterprise  Life's  and the  Variable  Accounts
businesses  are  heavily   dependent  upon  AEFC's  computer  systems  and  have
significant interactions with systems of third parties.

A  comprehensive  review of AEFC's  computer  systems  and  business  processes,
including those specific to American  Enterprise Life and the Variable  Account,
was  conducted to identify the major  systems that could be affected by the Year
2000  issue.   Steps  were  taken  to  resolve  potential   problems   including
modification to existing  software and the purchase of new software.  As of Dec.
31, 1999, AEFC had completed its program of corrective  measures on its internal
systems and applications,  including Year 2000 compliance testing. AEFC had also
completed an evaluation of the Year 2000  readiness of other third parties whose
system  failures  could  have an impact on  American  Enterprise  Life's and the
Variable Account's operations.

AEFC's Year 2000 project also included  establishing Year 2000 contingency plans
for all key business unit.  Business  continuation plans, which address business
continuation  in the  event of a  system  disruption,  are in place  for all key
business  units.  As of Dec. 31,  1999,  these plans had been amended to include
specific Year 2000 considerations.

In assessing its Year 2000 initiatives and the result of actual production since
Jan.  1,  2000,  management  believes  no  material  adverse  consequences  were
experienced,  and there was no material effect on American Enterprise Life's and
the Variable Account's business,  results of operations,  or financial condition
as a result of the Year 2000 issue.

EXPERTS

Ernst & Young LLP, independent  auditors,  have audited the financial statements
of American Enterprise Life Insurance Company at Dec. 31, 1999 and 1998, and for
each of the three years in the period ended Dec. 31,  1999.  We've  included our
financial  statements  in the  prospectus  in  reliance  of Ernst & Young  LLP's
report, given on their authority as experts in accounting and auditing.

Actuarial  matters included in the prospectus have been examined by Mark Gorham,
F.S.A., M.A.A.A.,  Actuarial Director,  Insurance Product Development, as stated
in his opinion filed as an exhibit to the Registration Statement.

<PAGE>

Management of American Enterprise Life

Directors

James E. Choat

Director,  president  and  chief  executive  officer  since  1996;  senior  vice
president - Institutional Products Group, AEFA, 1994 to 1997.

Richard W. Kling

Director and chairman of the board since March 1994.

Paul S. Mannweiler*

Director since 1986. Partner at Locke Reynolds Boyd & Weisell since 1980.

Paula R. Meyer

Director  and  executive  vice  president,   Assured  Assets  since  1998;  vice
president,  AEFC since 1998;  Piper  Capital  Management  (PCM)  President  from
October 1997 to May 1998;  PCM  Director of Marketing  from June 1995 to October
1997; PCM Director of Retail from December 1993 to June 1995.

William A. Stoltzmann

Director since September  1989;  vice  president,  general counsel and secretary
since 1985.

Officers other than directors

Jeffrey S. Horton

Vice president and treasurer  since December 1997;  vice president and corporate
treasurer, AEFC, since December 1997; controller,  American Express Technologies
- - Financial Services,  AEFC, from July 1997 to December 1997;  controller,  Risk
Management  Products,  AEFC, from May 1994 to July 1997; director of finance and
analyses, Corporate Treasury, AEFC, from June 1990 to May 1994.

Philip C. Wentzel

Vice  president  and  controller  since1998.  Vice  president  -  Finance,  Risk
Management  Products,  AEFC since 1997; and director of financial  reporting and
analyses from 1992 to 1997.

The  address  for  all of the  directors  and  principal  officers  is:  200 AXP
Financial Center, Minneapolis, MN 55474 (except for Paul S. Mannweiler).

*Mr.  Mannweiler is an independent  director whose address is: 201 No.  Illinois
Street, Indianapolis, IN 46204.

The officers, employees and sales force of IDS Life are bonded, in the amount of
$100 million,  by virtue of a blanket  fidelity bond issued to American  Express
Company by Saint Paul Fire and Marine, the lead underwriter.

<PAGE>

Other Information

The  variable  account  has filed a  registration  statement  with the SEC.  For
further  information  concerning the policy,  the variable  account and American
Enterprise Life,  please refer to the registration  statement.  You can find the
registration statement on the SEC's web site at http://www.sec.gov.

SUBSTITUTION OF INVESTMENTS

We may change the funds from which the subaccounts buy shares if:

o    the existing funds become unavailable, or

o    in the  judgment  of  American  Enterprise  Life,  the  funds are no longer
     suitable for the subaccounts.

If these situations occur, we have the right to substitute the funds held in the
subaccounts for other registered,  open-end management  investment  companies as
long as we believe it would be in the best  interest  of persons  having  voting
rights under the policies.

In the event of any such substitution or change,  American  Enterprise Life may,
without the consent or  approval of owners,  amend the policy and take  whatever
action is necessary and appropriate.  However, we will not make any substitution
or  change  without  any  necessary  approval  of  the  SEC or  state  insurance
departments. American Enterprise Life will notify owners within five days of any
substitution or change.

VOTING RIGHTS

As a policy owner with investments in any subaccount,  you may vote on important
fund matters. Each share of a fund has one vote.

American Enterprise Life is the owner of all fund shares and therefore holds all
voting rights.  However,  American  Enterprise Life will vote the shares of each
fund  according to  instructions  we receive  from owners.  If we do not receive
timely instructions from you, we will vote your shares in the same proportion as
the shares for which we do receive  instructions.  American Enterprise Life also
will vote fund shares that are not otherwise  attributable to owners in the same
proportion as those shares in that subaccount for which we receive instructions.

We determine the number of fund shares in each subaccount for which you may give
instructions by applying your percentage interest in the subaccount to the total
number of votes attributable to the subaccount. We will determine that number as
of a date we choose that is 60 days or less  before the meeting of the fund.  We
will  send you  notice  of each  shareholder  meeting,  together  with any proxy
solicitation  materials and a statement of the number of votes for which you are
entitled to give instructions.

Under  certain  conditions,   American  Enterprise  Life  may  disregard  voting
instructions  that  would  change the goals of one or more of the funds or would
result in  approval  or  disapproval  of an  investment  advisory  contract.  If
American Enterprise Life does disregard voting instructions,  we will advise you
of that action and the reasons for it in our next report to owners.

REPORTS

At least once a year  American  Enterprise  Life will mail to you,  at your last
known address of record, a report containing all information  required by law or
regulation, including a statement showing the current policy value.

<PAGE>

Policy Illustrations

The following  tables  illustrate how policy values,  cash surrender  values and
death benefits may change with the investment experience of the subaccount.  The
tables show how these amounts  might vary,  for a  35-year-old  male  nonsmoker,
under Death Benefit Option 1, if:

o    the annual rate of return of the fund is 0%, 6% or 12%.

o    the cost of insurance rates and policy fees are current rates or guaranteed
     rates and fees.

This type of illustration involves a number of detailed assumptions. (See chart,
"Understanding  the  illustrations.")  To the extent that your own circumstances
differ from those assumed in the illustrations, your expected results also would
differ.

Upon request,  we will furnish you with  comparable  tables  illustrating  death
benefits, policy values and cash surrender values based on the actual age of the
person you  propose to insure and on an  initial  specified  amount and  premium
payment  schedule.  In  addition,  after you have  purchased  a policy,  you may
request illustrations based on policy values at the time of request.

Understanding the illustrations:

Rates of return: assumes uniform,  gross,  after-tax,  annual rates of 0%, 6% or
12% for the fund.  Results  would  differ  depending  on  allocations  among the
subaccounts,  if  returns  averaged  0%,  6% and 12% for the fund as a whole but
differed across portfolios.

Insured:  assumes a male  insurance age 35, in a standard  risk  classification,
qualifying for the nonsmoker rate. Results would be lower if the insured were in
a substandard risk classification or did not qualify for the non-smoker rate.

Premiums: assumes a $900 premium is paid in full at the beginning of each policy
year. Results would differ if premiums were paid on a different schedule.

Policy loans and partial  withdrawals:  assumes that none have been made. (Since
we assume indebtedness is zero, the cash surrender value in all cases equals the
policy value minus the surrender charge.)

Effect of expenses, charges, and credits

The death benefit,  policy value and cash surrender  value reflect the following
charges:

o    Premium expense charge: 3% of each premium payment.

o    Cost of insurance charge for the sex, age and rate  classification  for the
     assumed insured.

o    Administrative charge: $7 per month

o    Policy  value  credit:  0.45% for  years  11+ on the end of the year  asset
     value.

o    The expenses paid by the fund and charges made against the  subaccounts  as
     described below:

The net investment return of the subaccounts, shown in the tables, is lower than
the  gross,  after-tax  return  of the fund or trust  because  we  deducted  the
expenses  paid by the fund and  charges  made  against  the  subaccounts.  These
include:

o    the  daily  investment  management  fee  paid by the  fund,  assumed  to be
     equivalent  to an  annual  rate of 0.73% of the  fund's  average  daily net
     assets; the assumed investment  management fee is approximately  equal to a
     simple average of the investment  management  fees,  based on assets of the
     subaccounts,  of the funds available  under the policy.  The actual charges
     you incur will depend on how you choose to allocate policy value.  See Fund
     expenses in the "Loads,  Fees and Charges"  section of this  prospectus for
     additional information;

<PAGE>

o    the daily  mortality  and expense  risk charge,  equivalent  to 0.9% of the
     daily net asset value of the subaccounts annually.

o    the 12b-1 fee,  assumed to be  equivalent  to an annual rate of 0.1% of the
     fund's average daily net assets.

o    a nonadvisory expense charge (assumed to be equivalent to an annual rate of
     0.21% of each fund's average daily net assets for direct expenses  incurred
     by the fund.  The actual charges you incur will depend on how you choose to
     allocate  policy  value.  See "Fund  Expenses"  in the  "Loads,  Fees,  and
     Charges," section of this prospectus for additional information.

After  deduction of the expenses and charges  described  above,  the illustrated
gross annual investment rates of return correspond to the following  approximate
net annual rates of return:

       Gross annual investment rate           Net annual rate of return for
               of return                   Guaranteed and Current illustrations

                     0%                                  (1.92)%
                     6                                    3.96%
                    12                                    9.85%


<PAGE>

Taxes:  Results shown in the tables  reflect the fact that  American  Enterprise
Life does not currently  charge the  subaccounts  for federal  income tax. If we
take such a charge in the  future,  the  portfolios  will have to earn more than
they  do  now  in  order  to  produce  the  death  benefits  and  policy  values
illustrated.

<TABLE>
<CAPTION>

Illustration

Initial specified amount $100,000                             Male age 35                                 Current costs assumed
Death benefit Option 1                                         nonsmoker                                   Annual premium $900

              Premium               Death benefit (1)(2)                Policy value (1)(2)            Cash surrender value (1)(2)
             accumulated        assuming hypothetical gross         assuming hypothetical gross        assuming hypothetical gross
   End of    with annual        annual investment return of         annual investment return of        annual investment return of
   policy     interest
    year        at 5%              0%         6%         12%            0%        6%        12%           0%       6%       12%
<S>         <C>               <C>         <C>        <C>          <C>         <C>      <C>           <C>       <C>     <C>
      1          945           $100,000    $100,000   $100,000        $609       $652      $696           $--      $--      $--
      2       $1,537           $100,000    $100,000   $100,000      $1,207     $1,331    $1,461           $86      $210    $340
      3       $2,979           $100,000    $100,000   $100,000      $1,782     $2,026    $2,291          $742      $986  $1,250
      4       $4,073           $100,000    $100,000   $100,000      $2,337     $2,739    $3,192        $1,376    $1,778  $2,232
      5       $5,222           $100,000    $100,000   $100,000      $2,876     $3,475    $4,178        $1,995    $2,594  $3,297

      6       $6,428           $100,000    $100,000   $100,000      $3,397     $4,232    $5,254        $2,596    $3,432  $4,454
      7       $7,694           $100,000    $100,000   $100,000      $3,903     $5,016    $6,433        $3,182    $4,296  $5,712
      8       $9,024           $100,000    $100,000   $100,000      $4,389     $5,821    $7,719        $3,749    $5,181  $7,078
      9      $10,420           $100,000    $100,000   $100,000      $4,859     $6,651    $9,126        $4,299    $6,091  $8,565
     10      $11,886           $100,000    $100,000   $100,000      $5,301     $7,497   $10,655        $4,821    $7,016 $10,175

     11      $13,425           $100,000    $100,000   $100,000      $5,751     $8,404   $12,384        $5,350    $8,004 $11,983
     12      $15,042           $100,000    $100,000   $100,000      $6,169     $9,330   $14,272        $5,849    $9,010 $13,951
     13      $16,739           $100,000    $100,000   $100,000      $6,556    $10,271   $16,334        $6,315   $10,031 $16,094
     14      $18,521           $100,000    $100,000   $100,000      $6,924    $11,244   $18,605        $6,763   $11,084 $18,445
     15      $20,392           $100,000    $100,000   $100,000      $7,249    $12,226   $21,083        $7,169   $12,146 $21,003

     16      $22,356           $100,000    $100,000   $100,000      $7,540    $13,225   $23,801        $7,540   $13,225  $23,801
     17      $24,419           $100,000    $100,000   $100,000      $7,790    $14,237   $26,780        $7,790   $14,237 $26,780
     18      $26,585           $100,000    $100,000   $100,000      $7,996    $15,259   $30,049        $7,996   $15,259 $30,049
     19      $28,859           $100,000    $100,000   $100,000      $8,163    $16,295   $33,643        $8,163   $16,295 $33,643
     20      $31,247           $100,000    $100,000   $100,000      $8,276    $17,335   $37,592        $8,276   $17,335 $37,592

   Age 60    $45,102           $100,000    $100,000   $100,000      $7,953    $22,541   $64,342        $7,953   $22,541 $64,342
   Age 65    $62,785           $100,000    $100,000   $132,571      $5,521    $27,309  $108,664        $5,521   $27,309 $108,664

</TABLE>

(1) Assumes no policy loans or partial withdrawals have been made.
(2) Assumes a $900 premium is paid at the beginning of each policy year.  Values
    will be different if premiums are paid in different  amounts or with a
    different frequency.

The above  hypothetical  investment results are illustrative only and you should
not consider them to be a representation of past or future  investment  results.
Actual  investment  results  may be more or less  than  those  shown.  The death
benefit,  policy value and cash  surrender  value would be different  from those
shown if returns  averaged 0%, 6% and 12% over a period of years, but fluctuated
above and below those averages for individual  policy years. We cannot represent
that  these  hypothetical  rates of return can be  achieved  for any one year or
sustained over any period of time.

<PAGE>
<TABLE>
<CAPTION>

Illustration
Initial specified amount $100,000                             Male age 35                               Guaranteed costs assumed
Death benefit Option 1                                         nonsmoker                                   Annual premium $900

              Premium               Death benefit (1)(2)                Policy value (1)(2)            Cash surrender value (1)(2)
             accumulated        assuming hypothetical gross         assuming hypothetical gross        assuming hypothetical gross
   End of    with annual        annual investment return of         annual investment return of        annual investment return of
   policy     interest
    year        at 5%             0%          6%        12%            0%        6%        12%           0%        6%      12%
<S>        <C>              <C>         <C>         <C>           <C>        <C>       <C>           <C>       <C>     <C>
      1          $945         $100,000    $100,000   $100,000         $606       $649      $693           $--      $--      $--
      2        $1,937         $100,000    $100,000   $100,000       $1,192     $1,316    $1,445           $71      $195    $324
      3        $2,979         $100,000    $100,000   $100,000       $1,756     $1,999    $2,261          $716      $958  $1,221
      4        $4,073         $100,000    $100,000   $100,000       $2,297     $2,695    $3,144        $1,336    $1,734  $2,184
      5        $5,222         $100,000    $100,000   $100,000       $2,816     $3,408    $4,104        $1,935    $2,528  $3,223

      6        $6,428         $100,000    $100,000   $100,000       $3,310     $4,134    $5,143        $2,509    $3,333  $4,342
      7        $7,694         $100,000    $100,000   $100,000       $3,778     $4,873    $6,269        $3,057    $4,152  $5,548
      8        $9,024         $100,000    $100,000   $100,000       $4,221     $5,626    $7,491        $3,580    $4,985  $6,851
      9       $10,420         $100,000    $100,000   $100,000       $4,637     $6,391    $8,818        $4,077    $5,830  $8,257
     10       $11,886         $100,000    $100,000   $100,000       $5,024     $7,166   $10,256        $4,544    $6,685  $9,776

     11       $13,425         $100,000    $100,000   $100,000       $5,380     $7,948   $11,817        $4,979    $7,548 $11,416
     12       $15,042         $100,000    $100,000   $100,000       $5,705     $8,740   $13,512        $5,384    $8,420 $13,192
     13       $16,739         $100,000    $100,000   $100,000       $5,997     $9,538   $15,354        $5,756    $9,298 $15,114
     14       $18,521         $100,000    $100,000   $100,000       $6,254    $10,341   $17,357        $6,094   $10,181 $17,197
     15       $20,392         $100,000    $100,000   $100,000       $6,474    $11,147   $19,536        $6,394   $11,067 $19,456

     16       $22,356         $100,000    $100,000   $100,000       $6,652    $11,951   $21,906        $6,652   $11,951 $21,906
     17       $24,419         $100,000    $100,000   $100,000       $6,784    $12,749   $24,484        $6,784   $12,749 $24,484
     18       $26,585         $100,000    $100,000   $100,000       $6,865    $13,536   $27,291        $6,865   $13,536 $27,291
     19       $28,859         $100,000    $100,000   $100,000       $6,886    $14,303   $30,346        $6,886   $14,303 $30,346
     20       $31,247         $100,000    $100,000   $100,000       $6,845    $15,047   $33,675        $6,845   $15,047 $33,675

   Age 60    $45,102          $100,000    $100,000   $100,000       $5,455    $18,162   $55,635        $5,455   $18,162 $55,635
   Age 65    $62,785          $100,000    $100,000   $111,378       $1,075    $19,208   $91,293        $1,075   $19,208 $91,293

</TABLE>

(1) Assumes no policy loans or partial withdrawals have been made.
(2) Assumes a $900 premium is paid at the beginning of each policy year.  Values
    will be different if premiums are paid in different  amounts or with a
   different frequency.

The above  hypothetical  investment results are illustrative only and you should
not consider them to be a representation of past or future  investment  results.
Actual  investment  results  may be more or less  than  those  shown.  The death
benefit,  policy value and cash  surrender  value would be different  from those
shown if returns  averaged 0%, 6% and 12% over a period of years, but fluctuated
above and below those averages for individual  policy years. We cannot represent
that  these  hypothetical  rates of return can be  achieved  for any one year or
sustained over any period of time.

<PAGE>

Key Terms

These terms can help you understand details about your policy.

Accumulation  unit: An accounting unit used to calculate the policy value of the
subaccounts prior to the insured's death.

Attained  insurance  age: The insured's  insurance age plus the number of policy
anniversaries  since the policy date.  Attained  insurance age changes only on a
policy anniversary.

Cash surrender value:  Proceeds received if you surrender the policy in full, or
the amount  payable if the  insured's  death  occurs on or after the insured has
attained  insurance  age 100. The cash  surrender  value equals the policy value
minus indebtedness and any applicable surrender charges.

Close of business: Closing time of the New York Stock Exchange, normally 3 p.m.,
Central time.

Code: The Internal Revenue Code of 1986, as amended.

Fixed account:  The general investment account of American  Enterprise Life. The
fixed account is made up of all of American  Enterprise Life's assets other than
those held in any separate account.

Fixed  account  value:  The portion of the policy value that you allocate to the
fixed account, including indebtedness.

Funds: Mutual funds or portfolios,  each with a different investment  objective.
(See "The funds.") Each of the subaccounts of the variable  account invests in a
specific one of these funds.

American  Enterprise Life: In this  prospectus,  "we", "us", "our" and "American
Enterprise Life" refer to American Enterprise Life Insurance Company.

Indebtedness:  All existing  loans on the policy plus  interest  that has either
been accrued or added to the policy loan.

Insurance  age: The  insured's  age,  based upon his or her last birthday on the
policy date.

Insured: The person whose life is insured by the policy.

Minimum monthly premium: The premium required to keep the NLG in effect. We show
the minimum monthly premium in your policy.

Monthly date: The same day each month as the policy date. If there is no monthly
date in a calendar month, the monthly date is the first day of the next calendar
month.

Net amount at risk: A portion of the death  benefit,  equal to the total current
death benefit minus the policy value.  This is the amount to which we apply cost
of insurance rates in determining the monthly cost of insurance.

Net premium: The premium paid minus the premium expense charge.

No lapse guarantee (NLG): A feature of the policy  guaranteeing  that the policy
will not lapse before the five policy  years.  The guarantee is in effect if you
meet certain premium payment requirements.

<PAGE>

Owner:  The entity(ies) to which, or  individual(s) to whom, we issue the policy
or to whom you  subsequently  transfer  ownership.  In the prospectus  "you" and
"your" refer to the owner.

Policy  anniversary:  The same day and  month as the  policy  date each year the
policy remains in force.

Policy  date:  The date we issue the policy and from which we  determine  policy
anniversaries, policy years and policy months.

Policy  value:  The sum of the fixed  account  value plus the  variable  account
value.

Proceeds: The amount payable under the policy as follows:

o    Upon  death of the  insured  prior to the date  the  insured  has  attained
     insurance  age 100,  proceeds will be the death benefit in effect as of the
     date of the insured has death, minus any indebtedness.

o    Upon the  death  of the  insured  on or  after  the  insured  has  attained
     insurance age 100, proceeds will be the cash surrender value.

o    On surrender of the policy, the proceeds will be the cash surrender value.

Pro rata basis: Allocation to the fixed account and each of the subaccounts.  It
is proportionate to the value (minus any indebtedness in the fixed account) that
each bears to the policy value, minus indebtedness.

Risk  classification:  A group of insureds that American Enterprise Life expects
will have similar mortality experience.

Scheduled premium:  A premium you select at the time of application,  of a level
amount, at a fixed interval of time.

Specified  amount:  An amount we use to  determine  the  death  benefit  and the
proceeds  payable  upon death of the  insured  prior to the  insured's  attained
insurance age 100. We show the initial specified amount in your policy.

Subaccount(s):  One or more of the investment divisions of the variable account,
each of which invests in a particular fund.

Surrender  charge:  A charge we assess  against the policy  value at the time of
surrender,  or if the policy lapses, during the first 15 years of the policy and
for 15 years after an increase in coverage.

Valuation date: A normal  business day, Monday through Friday,  on which the New
York Stock Exchange is open. We set the value of each subaccount at the close of
business on each valuation date.

Valuation  period:  The  interval  commencing  at the close of  business on each
valuation date and ending at the close of business on the next valuation date.

Variable  account:  American  Enterprise  Variable  Life Account  consisting  of
subaccounts,  each of which  invests in a particular  fund.  The policy value in
each subaccount depends on the performance of the particular fund.

Variable  account  value:  The  sum of  the  values  that  you  allocate  to the
subaccounts of the variable account.

<PAGE>



AMERICAN ENTERPRISE LIFE INSURANCE COMPANY FINANCIAL INFORMATION


REPORT OF INDEPENDENT AUDITORS

The Board of Directors
American Enterprise Life Insurance Company


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

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

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



/s/ Ernst & Young LLP
Ernst & Young LLP
February 3, 2000
Minneapolis, Minnesota

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                  December 31,
                       ($ thousands, except share amounts)
<TABLE>
<S>                                                              <C>              <C>

ASSETS                                                              1999              1998
- ------                                                           -----------      -----------

Investments:
  Fixed maturities:
    Held to maturity, at amortized cost (fair value:
       1999, $984,103; 1998, $1,126,732)                          $1,006,349       $1,081,193
    Available for sale, at fair value (amortized cost:
       1999, $2,411,799; 1998, $2,526,712)                         2,304,487        2,594,858
                                                                 -----------      -----------
                                                                   3,310,836        3,676,051

  Mortgage loans on real estate                                      785,253          815,806
  Other investments                                                   11,470           12,103
                                                                 -----------      -----------
          Total investments                                        4,107,559        4,503,960

Accounts receivable                                                      316              214
Accrued investment income                                             56,676           61,740
Deferred policy acquisition costs                                    180,288          196,479
Deferred income taxes                                                 37,501               --
Other assets                                                               9               43
Separate account assets                                              220,994          123,185
                                                                 -----------      -----------

          Total assets                                            $4,603,343       $4,885,621
                                                                  ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                      $3,921,513       $4,166,852
  Policy claims and other policyholders' funds                        12,097            7,389
  Deferred income taxes                                                   --           23,199
  Amounts due to brokers                                              25,215           54,347
  Other liabilities                                                   17,436           24,500
  Separate account liabilities                                       220,994          123,185
                                                                 -----------      -----------
          Total liabilities                                        4,197,255        4,399,472

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                               2,000            2,000
  Additional paid-in capital                                         282,872          282,872
  Accumulated other comprehensive (loss) income:
     Net unrealized securities (losses) gains                        (69,753)          44,295
  Retained earnings                                                  190,969          156,982
                                                                 -----------      -----------
          Total stockholder's equity                                 406,088          486,149
                                                                 -----------      -----------

Total liabilities and stockholder's equity                        $4,603,343       $4,885,621
                                                                  ==========       ==========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                            Years ended December 31,
                                  ($ thousands)
<TABLE>
<S>                                                       <C>               <C>              <C>

                                                            1999              1998             1997
                                                          ---------         ---------        ---------

Revenues:
  Net investment income                                    $322,746          $340,219         $332,268
  Contractholder charges                                      6,069             6,387            5,688
  Mortality and expense risk fees                             2,269             1,275              641
  Net realized gain (loss) on investments                     6,565            (4,788)            (509)
                                                          ---------         ---------        ---------

          Total revenues                                    337,649           343,093          338,088
                                                          ---------         ---------        ---------

Benefits and expenses:
  Interest credited on investment contracts                 208,583           228,533          231,437
  Amortization of deferred policy acquisition costs          43,257            53,663           36,803
  Other operating expenses                                   35,147            24,476           24,890
                                                          ---------         ---------        ---------

          Total benefits and expenses                       286,987           306,672          293,130
                                                          ---------         ---------        ---------

Income before income taxes                                   50,662            36,421           44,958

Income taxes                                                 16,675            14,395           16,645
                                                          ---------         ---------        ---------

Net income                                                $  33,987         $  22,026        $  28,313
                                                          =========         =========        =========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY
                       Three years ended December 31, 1999
                                  ($ thousands)
<TABLE>
<CAPTION>

                                                                                                   Accumulated
                                                                                                     Other
                                                         Total                      Additional    Comprehensive
                                                     Stockholder's     Capital       Paid-In      (Loss) Income,     Retained
                                                         Equity         Stock         Capital        Net of Tax       Earnings
                                                     -------------    --------    ------------    ------------    -------------
<S>                                                  <C>              <C>         <C>             <C>             <C>
Balance, December 31, 1996                               $363,858       $2,000       $242,872        $ 12,343        $106,643
Comprehensive income:
     Net income                                            28,313           --             --              --          28,313
      Unrealized holding gains arising
           during the year, net of  taxes of
        ($19,891)                                          36,940           --             --          36,940              --
      Reclassification adjustment for losses
           included in net income, net of tax
           of ($126)                                          233           --             --             233              --
                                                     -------------                                ------------
     Other comprehensive income                            37,173           --             --          37,173              --
                                                     -------------
     Comprehensive income                                  65,486
Capital contribution from IDS Life                         40,000           --         40,000              --              --
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1997                                469,344        2,000        282,872          49,516         134,956
Comprehensive income:
     Net income                                            22,026           --             --              --          22,026
     Unrealized holding losses arising
          during the year, net of taxes of $3,400          (6,314)          --             --          (6,314)             --
       Reclassification adjustment for losses
           included in net income, net of tax
           of ($588)                                        1,093           --             --           1,093              --
                                                     -------------                                ------------
     Other comprehensive loss                              (5,221)          --             --          (5,221)             --
                                                     -------------
     Comprehensive income                                  16,805
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1998                                486,149        2,000        282,872          44,295         156,982
Comprehensive loss:
     Net income                                            33,987           --             --              --          33,987
     Unrealized holding losses arising
         during the year, net of taxes of $(59,231)      (110,001)          --             --        (110,001)             --
     Reclassification adjustment for gains
          included in net income, net of tax               (4,047)                                     (4,047)             --
          of $(2,179)                                -------------                                ------------
     Other comprehensive loss                            (114,048)          --             --        (114,048)             --
                                                     -------------
     Comprehensive loss                                   (80,061)
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1999                               $406,088       $2,000       $282,872        $(69,753)       $190,969
                                                     =============    ========    ============    ============    =============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                         See accompanying notes.

                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                         Years ended December 31,
                                              ($ thousands)
<S>                                                                <C>           <C>           <C>
                                                                      1999          1998          1997
                                                                   -----------   -----------   -----------
Cash flows from operating activities:
  Net income                                                       $   33,987    $   22,026    $   28,313
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                               5,064        (2,152)       (8,017)
      Change in accounts receivable                                      (102)          349         9,304
      Change in deferred policy acquisition costs, net                 16,191        28,022       (21,276)
      Change in other assets                                               34            74         4,840
      Change in policy claims and other policyholders' funds            4,708        (3,939)      (16,099)
      Deferred income tax (benefit) provision                             711        (9,591)       (2,485)
      Change in other liabilities                                      (7,064)        7,595         1,255
      Amortization of premium (accretion of discount), net              2,315           122        (2,316)
      Net realized (gain) loss on investments                          (6,565)        4,788           509
      Other, net                                                      (1,562)         2,544           959
                                                                   -----------   -----------   -----------

         Net cash provided by (used in) operating activities           47,717        49,838        (5,013)

Cash flows from investing activities:
    Fixed maturities held to maturity:
        Purchases                                                          --            --        (1,996)
        Maturities                                                     65,705        73,601        41,221
        Sales                                                           8,466        31,117        30,601
    Fixed maturities available for sale:
        Purchases                                                    (593,888)     (298,885)     (688,050)
        Maturities                                                    248,317       335,357       231,419
        Sales                                                         469,126        48,492        73,366
    Other investments:
        Purchases                                                     (28,520)     (161,252)     (199,593)
        Sales                                                          57,548        78,681        29,139
    Change in amounts due to brokers                                  (29,132)       19,412       (53,796)
                                                                   -----------   -----------   ------------

          Net cash provided by (used in) investing activities         197,622       126,523      (537,689)

Cash flows from financing activities:
 Activity related to investment contracts:
    Considerations received                                           299,899       302,158       783,339
    Surrenders and other benefits                                    (753,821)     (707,052)     (552,903)
    Interest credited to account balances                             208,583       228,533       231,437
    Capital contribution from parent                                       --            --        40,000
                                                                   -----------   -----------   -----------

          Net cash (used in) provided by financing activities        (245,339)     (176,361)      501,873
                                                                   -----------   -----------   -----------

Net decrease in cash and cash equivalents                                  --            --       (40,829)

Cash and cash equivalents at beginning of year                             --            --        40,829
                                                                   -----------   -----------   -----------

Cash and cash equivalents at end of year                           $       --    $       --    $      --
                                                                   ===========   ===========   ==========
                                         See accompanying notes.

</TABLE>

<PAGE>

1.   Summary of significant accounting policies

     Nature of business

     American  Enterprise  Life Insurance  Company (the Company) is a stock life
     insurance  company that is domiciled in Indiana and is licensed to transact
     insurance  business  in 48  states.  The  Company's  principal  product  is
     deferred  annuities,  which are issued primarily to individuals.  It offers
     single  premium and annual premium  deferred  annuities on both a fixed and
     variable dollar basis.
     Immediate annuities are offered as well.

     Basis of presentation

     The Company is a wholly-owned subsidiary of IDS Life Insurance Company (IDS
     Life),  which is a wholly owned  subsidiary of American  Express  Financial
     Corporation  (AEFC).  AEFC is a wholly owned subsidiary of American Express
     Company.  The  accompanying  financial  statements  have been  prepared  in
     conformity  with  accounting  principles  generally  accepted in the United
     States which vary in certain respects from reporting  practices  prescribed
     or permitted by the Indiana Department of Insurance (see Note 4).

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

     Investments

     Fixed  maturities  that the  Company has both the  positive  intent and the
     ability to hold to maturity are  classified as held to maturity and carried
     at amortized  cost. All other fixed  maturities are classified as available
     for  sale and  carried  at fair  value.  Unrealized  gains  and  losses  on
     securities  classified  as  available  for sale are  reported as a separate
     component of accumulated other comprehensive (loss) income, net of deferred
     income taxes.

     Realized investment gain or loss is determined on an identified cost basis.

     Prepayments  are  anticipated  on certain  investments  in  mortgage-backed
     securities in determining  the constant  effective  yield used to recognize
     interest  income.  Prepayment  estimates are based on information  received
     from brokers who deal in mortgage-backed securities.

     Mortgage  loans on real  estate  are  carried  at  amortized  cost  less an
     allowance  for  mortgage  loan  losses.  The  estimated  fair  value of the
     mortgage  loans is  determined  by a discounted  cash flow  analysis  using
     mortgage   interest  rates  currently  offered  for  mortgages  of  similar
     maturities.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Impairment  of  mortgage  loans is  measured  as the  excess of the  loan's
     recorded  investment  over its  present  value of  expected  principal  and
     interest payments  discounted at the loan's effective interest rate, or the
     fair value of  collateral.  The amount of the  impairment is recorded in an
     allowance for mortgage loan losses.  The allowance for mortgage loan losses
     is  maintained  at a level that  management  believes is adequate to absorb
     estimated  losses in the portfolio.  The level of the allowance  account is
     determined  based on  several  factors,  including  historical  experience,
     expected  future  principal  and interest  payments,  estimated  collateral
     values,  and current and  anticipated  economic and  political  conditions.
     Management  regularly  evaluates the adequacy of the allowance for mortgage
     loan losses.

     The Company  generally stops accruing  interest on mortgage loans for which
     interest  payments  are  delinquent  more  than  three  months.   Based  on
     management's  judgment  as to the  ultimate  collectibility  of  principal,
     interest  payments  received are either  recognized as income or applied to
     the recorded investment in the loan.

     The cost of interest rate caps and floors is amortized to investment income
     over the life of the contracts  and payments  received as a result of these
     agreements are recorded as investment  income when realized.  The amortized
     cost of interest rate caps and floors is included in other investments.

     When evidence  indicates a decline,  which is other than temporary,  in the
     underlying  value  or  earning  power  of  individual   investments,   such
     investments are written down to the fair value by a charge to income.

     Statements of cash flows

     The  Company  considers  investments  with a maturity  at the date of their
     acquisition  of  three  months  or  less  to  be  cash  equivalents.  These
     securities are carried  principally  at amortized  cost which  approximates
     fair value.

     Supplementary  information  to the  statements  of cash flows for the years
     ended December 31, is summarized as follows:

                                        1999            1998           1997
                                        ----            -----          ----
    Cash paid during the year for:
      Income taxes                      $22,007        $19,035       $19,456
      Interest on borrowings              2,187          5,437         1,832

     Contractholder charges

     Contractholder   charges  include  surrender  charges  and  fees  collected
     regarding the issue and administration of annuity contracts.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Deferred policy acquisition costs

     The costs of acquiring new business, principally sales compensation, policy
     issue costs,  and certain  sales  expenses,  have been  deferred on annuity
     contracts. These costs are amortized using primarily the interest method.

     Amortization  of deferred  policy  acquisition  costs  requires  the use of
     assumptions  including  interest margins,  mortality  margins,  persistency
     rates,  maintenance  expense  levels and, for variable  products,  separate
     account  performance.   For  universal  life-type  insurance  and  deferred
     annuities,  actual  experience is reflected in the  Company's  amortization
     models monthly. As actual experience differs from the current  assumptions,
     management  considers  the need to change key  assumptions  underlying  the
     amortization  models  prospectively.  The  impact of  changing  prospective
     assumptions  is  reflected  in the period that such changes are made and is
     generally referred to as an unlocking  adjustment.  During 1998,  unlocking
     adjustments  resulted in a net increase in amortization of $11 million. Net
     unlocking adjustments in 1999 and 1997 were not significant.

     Liabilities for future policy benefits

     Liabilities  for  universal-life  type  insurance  and fixed  and  variable
     deferred annuities are accumulation values.

     Federal income taxes

     The Company's taxable income is included in the consolidated federal income
     tax return of American  Express  Company.  The Company  provides for income
     taxes on a separate return basis,  except that, under an agreement  between
     AEFC and American Express Company,  tax benefit is recognized for losses to
     the  extent  they can be used on the  consolidated  tax  return.  It is the
     policy of AEFC and its subsidiaries  that AEFC will reimburse  subsidiaries
     for all tax benefits.

     Included in other  liabilities at December 31, 1999 and 1998 are $2,147 and
     $3,504, respectively, payable to IDS Life for federal income taxes.

     Separate account business

     The separate  account assets and  liabilities  represent funds held for the
     exclusive  benefit of the variable  annuity  contract  owners.  The Company
     receives mortality and expense risk fees from the variable annuity separate
     accounts.

<PAGE>

1.    Summary of significant accounting policies (continued)

     The Company makes contractual  mortality assurances to the variable annuity
     contract  owners that the net assets of the separate  accounts  will not be
     affected by future  variations in the actual life expectancy  experience of
     the annuitants and beneficiaries from the mortality assumptions implicit in
     the annuity  contracts.  The Company makes  periodic fund  transfers to, or
     withdrawals   from,   the  separate   account  assets  for  such  actuarial
     adjustments for variable  annuities that are in the benefit payment period.
     The Company also guarantees that the rates at which administrative fees are
     deducted from contract funds will not exceed contractual maximums.

      Accounting changes

     American  Institute of Certified Public  Accountants  (AICPA)  Statement of
     Position (SOP) 98-1,  "Accounting for Costs of Computer Software  Developed
     or Obtained for Internal  Use" became  effective  January 1, 1999.  The SOP
     requires the  capitalization  of certain costs  incurred  after the date of
     adoption to develop or obtain software for internal use.  Software utilized
     by the Company is owned by AEFC and  capitalized by AEFC. As a result,  the
     new  rule  did not have a  material  impact  on the  Company's  results  of
     operations or financial condition.

     Effective January 1, 1999, the Company adopted AICPA SOP 97-3, "Accounting
     by Insurance  and Other  Enterprises  for  Insurance-Related  Assessments,"
     providing guidance for the timing of recognition of liabilities  related to
     guaranty fund assessments.  The Company had historically carried balance in
     other  liabilities  on  the  balance  sheet  for  potential  guaranty  fund
     assessment exposure.  Adoption of the SOP did not have a material impact on
     the Company's results of operations or financial condition.

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial   Accounting   Standards  No.  133,  "Accounting  for  Derivative
     Instruments and Hedging  Activities,"  which is effective  January 1, 2001.
     This  Statement   establishes   accounting  and  reporting   standards  for
     derivative  instruments,  including certain derivative instruments embedded
     in other contracts, and for hedging activities.  It requires that an entity
     recognize all  derivatives  as either assets or  liabilities in the balance
     sheet and measure  those  instruments  at fair value.  The  accounting  for
     changes in the fair value of a  derivative  depends on the  intended use of
     the derivative and the resulting designation. The ultimate financial effect
     of the new  rule  will be  measured  based on the  derivatives  in place at
     adoption and cannot be estimated at this time.

<PAGE>

2.   Investments

     Fair values of  investments  in fixed  maturities  represent  quoted market
     prices and estimated values when quoted prices are not available. Estimated
     values are  determined by  established  procedures  involving,  among other
     things,  review of market  indices,  price  levels of current  offerings of
     comparable issues, price estimates and market data from independent brokers
     and financial files.

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1999 are as follows:
<TABLE>
<S>                                             <C>              <C>              <C>             <C>

                                                                   Gross           Gross
                                                Amortized        Unrealized       Unrealized        Fair
    Held to maturity                             Cost              Gains           Losses           Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    7,514       $     23         $    431        $    7,106
    State and municipal obligations                  3,002             44               --             3,046
    Corporate bonds and obligations                816,826          5,966           23,311           799,482
    Mortgage-backed securities                     179,007            296            4,834           174,469
                                                ----------       --------         --------        ----------
                                                $1,006,349       $  6,329         $ 28,576        $  984,103
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,047   $         --         $     47        $    1,999
    State and municipal obligations                  2,250             --              190             2,060
    Corporate bonds and obligations              1,419,150          7,445           90,703         1,335,892
    Mortgage-backed securities                     988,352          1,929           25,746           964,536
                                                ------------     --------         --------        ----------
                                                $2,411,799       $  9,374         $116,686        $2,304,487
                                                ==========       ========         ========        ==========

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1998 are as follows:

                                                                   Gross           Gross
                                                 Amortized       Unrealized       Unrealized         Fair
    Held to maturity                               Cost            Gains           Losses            Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    8,652       $    423         $     --        $    9,075
    State and municipal obligations                  3,003            149               --             3,152
    Corporate bonds and obligations                877,140         48,822            6,670           919,292
    Mortgage-backed securities                     192,398          2,844               29           195,213
                                                ----------       --------         --------        ----------
                                                $1,081,193       $ 52,238         $  6,699        $1,126,732
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,062       $    116         $     --        $    2,178
    Corporate bonds and obligations              1,472,814         69,990           34,103         1,508,701
    Mortgage-backed securities                   1,051,836         32,232               89         1,083,979
                                                ----------       --------         --------        ----------
                                                $2,526,712       $102,338          $34,192        $2,594,858
                                                ==========       ========          =======        ==========
</TABLE>

<PAGE>

2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1999 by  contractual  maturity  are  shown  below.  Expected
     maturities will differ from contractual  maturities  because  borrowers may
     have the  right  to call or  prepay  obligations  with or  without  call or
     prepayment penalties.

                                               Amortized            Fair
    Held to maturity                              Cost             Value

    Due in one year or less                    $    26,214        $   26,334
    Due from one to five years                     412,533           408,638
    Due from five to ten years                     331,187           320,146
    Due in more than ten years                      57,408            54,516
    Mortgage-backed securities                     179,007           174,469
                                             -------------     -------------
                                               $ 1,006,349        $  984,103
                                               ===========      ============

                                               Amortized            Fair
    Available for sale                            Cost             Value

    Due in one year or less                    $    46,937        $   47,236
    Due from one to five years                      75,233            73,525
    Due from five to ten years                   1,037,001           980,633
    Due in more than ten years                     264,276           238,557
    Mortgage-backed securities                     988,352           964,536
                                              ------------      ------------
                                                $2,411,799        $2,304,487

     During the years ended December 31, 1999, 1998 and 1997,  fixed  maturities
     classified  as held to maturity  were sold with  amortized  cost of $8,466,
     $31,117 and $29,561, respectively. Net gains and losses on these sales were
     not  significant.   The  sales  of  these  fixed  maturities  were  due  to
     significant deterioration in the issuers' creditworthiness.

     In addition, fixed maturities available for sale were sold during 1999 with
     proceeds of  $469,126  and gross  realized  gains and losses of $10,374 and
     $4,147  respectively.  Fixed maturities available for sale were sold during
     1998 with proceeds of $48,492 and gross realized gains and losses of $2,835
     and $4,516,  respectively.  Fixed  maturities  available for sale were sold
     during 1997 with proceeds of $73,366 and gross realized gains and losses of
     $1,081 and $1,440, respectively.

     At December 31, 1999,  bonds carried at $3,277 were on deposit with various
     states as required by law.

<PAGE>

2.   Investments (continued)

     At December 31, 1999,  investments in fixed maturities comprised 81 percent
     of the Company's  total  invested  assets.  These  securities  are rated by
     Moody's  and  Standard & Poor's  (S&P),  except for  securities  carried at
     approximately  $486 million which are rated by AEFC internal analysts using
     criteria  similar to Moody's  and S&P.  A summary of  investments  in fixed
     maturities, at amortized cost, by rating on December 31 is as follows:

           Rating                                    1999             1998
    ----------------------                       -----------       -----------
    Aaa/AAA                                       $1,168,144        $1,242,301
    Aa/AA                                             42,859            45,526
    Aa/A                                              52,416            60,019
    A/A                                              422,668           422,725
    A/BBB                                            189,072           228,656
    Baa/BBB                                          995,152         1,030,874
    Baa/BB                                            64,137            79,687
    Below investment grade                           483,700           498,117
                                                ------------      ------------
                                                  $3,418,148        $3,607,905

     At December  31, 1999,  approximately  94 percent of the  securities  rated
     Aaa/AAA were GNMA, FNMA and FHLMC mortgage-backed  securities.  No holdings
     of any other issuer were greater  than one percent of the  Company's  total
     investments in fixed maturities.

     At December 31, 1999,  approximately  19 percent of the Company's  invested
     assets were mortgage  loans on real estate.  Summaries of mortgage loans by
     region of the United States and by type of real estate are as follows:
<TABLE>
<CAPTION>

                                               December 31, 1999                        December 31, 1998
                                         -------------------------------       --------------------------------
<S>                                      <C>                 <C>                 <C>                <C>
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
    ----------------------------------   -----------         -----------        ----------          -----------
    South Atlantic                          $194,325         $        --          $198,552             $    651
    Middle Atlantic                          118,699                  --           129,284                  520
    East North Central                       126,243                  --           134,165                2,211
    Mountain                                 103,751                  --           113,581                   --
    West North Central                       125,891                 513           119,380                9,626
    New England                               43,345                 802            46,103                   --
    Pacific                                   41,396                  --            43,706                   --
    West South Central                        31,153                  --            32,086                   --
    East South Central                         7,100                  --             7,449                   --
                                         -----------        ------------       -----------         ------------
                                             791,903               1,315           824,306               13,008
    Less allowance for losses                  6,650                  --             8,500                   --
                                         -----------        ------------       -----------         ------------
                                            $785,253            $  1,315          $815,806              $13,008
                                            ========            ========          ========              =======

<PAGE>

2.   Investments (continued)
                                               December 31, 1999                       December 31, 1998
                                          ------------------------------         ------------------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
                                          ----------      --------------        ----------         ------------
    Department/retail stores                $232,449        $     1,315           $253,380            $     781
    Apartments                               181,346                 --            186,030                2,211
    Office buildings                         202,132                 --            206,285                9,496
    Industrial buildings                      83,186                 --             82,857                  520
    Hotels/Motels                             43,839                 --             45,552                   --
    Medical buildings                         32,284                 --             33,103                   --
    Nursing/retirement homes                   6,608                 --              6,731                   --
    Mixed Use                                 10,059                 --             10,368                   --
                                          ----------      --------------        ----------         ------------
                                             791,903              1,315            824,306               13,008
    Less allowance for losses                  6,650                 --              8,500                   --
                                         -----------      --------------       -----------         ------------
                                            $785,253         $    1,315           $815,806              $13,008
                                            ========         ==========           ========              =======
</TABLE>

     Mortgage  loan  fundings  are  restricted  by  state  insurance  regulatory
     authorities to 80 percent or less of the market value of the real estate at
     the time of  origination  of the  loan.  The  Company  holds  the  mortgage
     document,  which gives it the right to take  possession  of the property if
     the  borrower  fails to perform  according  to the terms of the  agreement.
     Commitments  to  purchase  mortgages  are made in the  ordinary  course  of
     business. The fair value of the mortgage commitments is $nil.

     At December 31, 1999, the Company's  recorded  investment in impaired loans
     was $5,200 with an allowance of $1,250. At December 31, 1998, the Company's
     recorded investment in impaired loans was $1,932 with an allowance of $500.
     During 1999 and 1998, the average recorded investment in impaired loans was
     $5,399 and $2,736, respectively.

     The Company  recognized  $136,  $251 and $nil of interest income related to
     impaired  loans for the  years  ended  December  31,  1999,  1998 and 1997,
     respectively.

     The following table presents changes in the allowance for investment losses
related to all loans:
<TABLE>
<S>                                                <C>         <C>          <C>
                                                     1999        1998         1997
                                                     ----        ----         ----
    Balance, January 1                               $8,500      $3,718       $2,370
    Provision (reduction) for investment losses      (1,850)      4,782        1,805
    Loan payoffs                                         --          --         (457)
                                                     ------   ---------      -------
    Balance, December 31                             $6,650      $8,500       $3,718
                                                     ======      ======       ======

     Net  investment  income for the years ended  December 31 is  summarized  as
follows:

                                                     1999         1998        1997
                                                     -----        -----       ----
    Interest on fixed maturities                   $265,199    $285,260     $278,736
    Interest on mortgage loans                       63,721      65,351       55,085
    Interest on cash equivalents                        534         137          704
    Other                                            (1,755)     (2,493)       1,544
                                                   ---------- ----------   ----------
                                                    327,699     348,255      336,069
    Less investment expenses                          4,953       8,036        3,801
                                                   ---------  ----------   ----------
                                                   $322,746    $340,219     $332,268
                                                   ========    ========     ========
</TABLE>

<PAGE>

2.   Investments (continued)

     Net realized gain (loss) on investments  for the years ended December 31 is
summarized as follows:
<TABLE>
<S>                                                <C>          <C>          <C>
                                                      1999        1998         1997
                                                      ----        ----         ----
    Fixed maturities                               $  6,534     $   863      $ 1,638
    Mortgage loans                                   (1,650)     (4,816)      (1,348)
    Other investments                                (1,819)       (835)        (799)
                                                   ---------   --------      -------
                                                   $  3,065     $(4,788)     $  (509)
                                                   =========    =======      =======

     Changes in net unrealized  appreciation  (depreciation)  of investments for
     the years ended December 31 are summarized as follows:

                                                      1999       1998         1997
                                                     -----        -----       ----
    Fixed maturities available for sale           $(175,458)    $(8,032)     $57,188

3.    Income taxes

     The Company  qualifies as a life  insurance  company for federal income tax
     purposes.  As such,  the Company is subject to the  Internal  Revenue  Code
     provisions applicable to life insurance companies.

     The income tax expense  (benefit) for the years ended December 31, consists
of the following:

                                                     1999         1998        1997
                                                     ----         ----        ----
    Federal income taxes:
      Current                                      $ 15,531    $ 23,227      $17,668
      Deferred                                          711      (9,591)      (2,485)
                                                   --------    --------      -------
                                                     16,242      13,636       15,183

    State income taxes-current                          433         759        1,462
                                                   --------    --------      -------
    Income tax expense                             $ 16,675    $ 14,395      $16,645
                                                   ========    ========      =======
</TABLE>

     Increases  (decreases)  to the federal  income tax provision  applicable to
     pretax income based on the statutory rate, for the years ended December 31,
     are attributable to:
<TABLE>
<CAPTION>

                                                       1999                      1998                     1997
                                               ------------------       ------------------       ---------------------
                                               Provision    Rate        Provision    Rate        Provision       Rate
                                               ---------    -----       ---------    -----       ---------       -----
<S>                                            <C>          <C>           <C>        <C>          <C>           <C>
     Federal income taxes based
       on the statutory rate                    $17,731     35.0%         $13,972    35.0%        $15,735        35.0%
     Increases (decreases) are
      attributable to:
         Tax-excluded interest                      (14)      --              (35)   (0.1)            (41)       (0.1)
         State tax, net of federal benefit          281      0.5              493     1.2             956         2.1
         Reduction of mortgage loss
           reserve                               (1,225)    (2.4)              --       --             --          --
      Other, net                                    (98)    (0.2)             (35)       --            (5)         --
                                                 ------    -----         --------    ------          ----      ------
      Total income taxes                        $16,675     32.9 %        $14,395    36.1%        $16,645        37.0%
                                                =======     =====         =======    ====         =======        ====
</TABLE>

<PAGE>

3.   Income taxes (continued)

     Significant  components  of the  Company's  deferred  income tax assets and
     liabilities as of December 31 are as follows:

    Deferred income tax assets:                             1999          1998
                                                          -------       -------
    Policy reserves                                        $46,243      $51,298
    Unrealized losses on investments                        39,678           --
    Other                                                    1,070        2,214
                                                          --------     --------
         Total deferred income tax assets                   86,991       53,512
                                                          --------     --------

    Deferred income tax liabilities:
    Deferred policy acquisition costs                       49,490       52,908
    Unrealized gains on investments                             --       23,803
                                                          --------     --------
         Total deferred income tax liabilities              49,490       76,711
                                                          --------     --------
         Net deferred income tax assets (liabilities)      $37,501     ($23,199)
                                                           =======     ========

     The Company is required to establish a valuation  allowance for any portion
     of the  deferred  income tax assets that  management  believes  will not be
     realized. In the opinion of management, it is more likely than not that the
     Company  will  realize the benefit of the  deferred  income tax assets and,
     therefore, no such valuation allowance has been established.

4.   Stockholder's equity

     Retained  earnings  available for distribution as dividends to IDS Life are
     limited  to  the  Company's   surplus  as  determined  in  accordance  with
     accounting practices prescribed by state insurance regulatory  authorities.
     Statutory  unassigned surplus aggregated $58,223 and $45,716 as of December
     31,  1999 and  1998,  respectively.  In  addition,  dividends  in excess of
     $15,241 would require approval by the Insurance  Department of the state of
     Indiana.

     Statutory  net  income  and  stockholder's  equity as of  December  31, are
summarized as follows:

                                           1999           1998             1997
                                        ---------      ---------        -------
    Statutory net income                  $ 15,241       $ 37,902      $ 23,589
    Statutory stockholder's equity         343,094        330,588       302,264

5.   Related party transactions

     The Company has  purchased  interest  rate floors from IDS Life and entered
     into an interest rate swap with IDS Life to manage its exposure to interest
     rate risk.  The  interest  rate floors had a carrying  amount of $8,258 and
     $6,651 at December 31, 1999 and 1998, respectively.  The interest rate swap
     is an off balance sheet transaction.

     The Company has no  employees.  Charges by IDS Life for services and use of
     other  joint  facilities  aggregated  $38,931,  $28,482 and $24,535 for the
     years ended  December 31,  1999,  1998 and 1997,  respectively.  Certain of
     these costs are included in deferred policy acquisition costs.

<PAGE>

6.   Lines of credit

     The Company has an available line of credit with AEFC aggregating  $50,000.
     The rate for the line of credit is  established  by  reference  to  various
     indices plus 20 to 45 basis  points,  depending on the term.  There were no
     borrowings outstanding under this agreement at December 31, 1999 or 1998.

7.   Derivative financial instruments

     The  Company  enters  into  transactions   involving  derivative  financial
     instruments to manage its exposure to interest rate risk, including hedging
     specific transactions. The Company does not hold derivative instruments for
     trading   purposes.   The  Company  manages  risks  associated  with  these
     instruments as described below.

     Market risk is the possibility  that the value of the derivative  financial
     instruments  will  change due to  fluctuations  in a factor  from which the
     instrument  derives its value,  primarily an interest  rate. The Company is
     not impacted by market risk  related to  derivatives  held for  non-trading
     purposes beyond that inherent in cash market transactions.  Derivatives are
     largely  used to manage  risk  and,  therefore,  the cash  flow and  income
     effects of the  derivatives  are inverse to the  effects of the  underlying
     transactions.

     Credit risk is the possibility that the  counterparty  will not fulfill the
     terms  of the  contract.  The  Company  monitors  credit  risk  related  to
     derivative  financial  instruments through established approval procedures,
     including  setting  concentration  limits by  counterparty,  and  requiring
     collateral,   where   appropriate.   A  vast   majority  of  the  Company's
     counterparties are rated A or better by Moody's and Standard & Poor's.

     Credit  risk  related  to  interest  rate caps and  floors is  measured  by
     replacement cost of the contracts. The replacement cost represents the fair
     value of the instruments.

     The notional or contract  amount of a derivative  financial  instrument  is
     generally  used to calculate  the cash flows that are received or paid over
     the life of the agreement. Notional amounts are not recorded on the balance
     sheet. Notional amounts far exceed the related credit exposure.

     The Company's holdings of derivative financial instruments are as follows:
<TABLE>
<CAPTION>

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1999                        Amount            Amount            Value          Exposure
    -----------------                       --------         --------           ------        ------------
    <S>                                    <C>                <C>              <C>               <C>
      Assets:
    Interest rate caps                     $  900,000         $  3,212         $  4,437          $  4,437
        Interest rate floors                2,000,000            8,258            2,251             2,251
     Off balance sheet assets:
        Interest rate swaps                 2,000,000               --           18,274            18,274
                                                             ---------         --------          --------
                                                               $11,470          $24,962           $24,962
                                                               =======          =======           =======

<PAGE>

7.   Derivative financial instruments (continued)

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1998                        Amount            Amount            Value           Exposure
    -----------------                       --------         --------           ------        ------------
      Assets:
        Interest rate caps                 $  900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                1,000,000            6,651           17,798            17,798
      Off balance sheet liabilities:
        Interest rate swaps                 1,000,000               --          (33,500)               --
                                                             ---------        ----------         --------
                                                               $12,103        ($ 14,184)          $19,316
                                                               =======        ===========         =======
</TABLE>

     The fair values of  derivative  financial  instruments  are based on market
     values, dealer quotes or pricing models. All interest rate caps, floors and
     swaps will expire on various dates from 2000 to 2006.

     Interest  rate  caps,  floors  and swaps are used to manage  the  Company's
     exposure to interest rate risk.  These  instruments  are used  primarily to
     protect the margin between  interest  rates earned on  investments  and the
     interest rates credited to related annuity contract holders.

8.   Fair values of financial instruments

     The Company  discloses fair value  information for most on- and off-balance
     sheet  financial  instruments  for which it is practicable to estimate that
     value.  Fair  value  of life  insurance  obligations,  receivables  and all
     non-financial instruments, such as deferred acquisition costs are excluded.
     Off-balance sheet intangible assets are also excluded.  Management believes
     the value of excluded assets and liabilities is significant. The fair value
     of the Company,  therefore,  cannot be estimated by aggregating the amounts
     presented.
<TABLE>
<CAPTION>

                                                                                December 31,
                                                                    1999                          1998
                                                         --------------------------      --------------------------
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    ----------------                                     ----------       ---------      ----------      ----------
<S>                                                      <C>              <C>            <C>             <C>
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,006,349        $984,103      $1,081,193      $1,126,732
       Available for sale                                 2,304,487       2,304,487       2,594,858       2,594,858
    Mortgage loans on real estate (Note 2)                  785,253         770,095         815,806         874,064
    Derivative financial instruments (Note 7)                11,470          24,962          12,103          19,316
    Separate account assets (Note 1)                        220,994         220,994         123,185         123,185

    Financial Liabilities
    Future policy benefits for fixed annuities           $3,905,849      $3,778,945      $4,152,059      $4,000,789
    Separate account liabilities                            220,994         209,942         123,185         115,879
    Derivative financial instruments (Note 7)                    --              --              --          33,500
</TABLE>

     At December 31, 1999 and 1998, the carrying amount and fair value of future
     policy  benefits  for  fixed  annuities   exclude  life   insurance-related
     contracts carried at $15,633 and $14,793,  respectively.  The fair value of
     these benefits is based on the status of the annuities at December 31, 1999
     and 1998.

<PAGE>

8.   Fair values of financial instruments (continued)

     The fair values of deferred annuities and separate account  liabilities are
     estimated as the carrying amount less  applicable  surrender  charges.  The
     fair value for annuities in non-life  contingent payout status is estimated
     as the present value of projected benefit payments at rates appropriate for
     contracts issued in 1999 and 1998.

9.   Commitments and contingencies

     In January  2000,  AEFC  reached an  agreement in principle to settle three
     class-action  lawsuits. The Company had been named as a co-defendant in one
     of these lawsuits.  It is expected the settlement will provide $215 million
     of benefits to more than 2 million participants. The agreement in principle
     to settle also  provides for release by class  members of all insurance and
     annuity  market  conduct  claims  dating  back to 1985 and is  subject to a
     number  of  contingencies   including  a  definitive  agreement  and  court
     approval.  The portion of the  settlement  allocated to the Company did not
     have a material impact on the Company's  financial position or results from
     operations.

10. YEAR 2000 ISSUE (unaudited)

     The Year 2000 issue is the result of computer  programs having been written
     using two digits rather than four to define a year.  Any programs that have
     time-sensitive  software  may  recognize a date using "00" as the year 1900
     rather  than 2000.  This could  result in the  failure of major  systems or
     miscalculations,  which could have a material  impact on the  operations of
     the Company. All of the major systems used by the Company are maintained by
     AEFC and are utilized by multiple  subsidiaries and affiliates of AEFC. The
     Company's businesses are heavily dependent upon AEFC's computer systems and
     have significant interaction with systems of third parties.

     A comprehensive  review of AEFC's computer systems and business  processes,
     including  those  specific to the  Company,  was  conducted to identify the
     major  systems  that could be affected  by the Year 2000 issue.  Steps were
     taken to resolve  potential  problems  including  modification  to existing
     software and the purchase of new  software.  As of December 31, 1999,  AEFC
     had completed its program of  corrective  measures on its internal  systems
     and applications,  including Year 2000 compliance  testing.  As of December
     31, 1999,  AEFC had also completed an evaluation of the Year 2000 readiness
     of other third  parties whose system  failures  could have an impact on the
     Company's operations.

     AEFC's Year 2000 project also included  establishing  Year 2000 contingency
     plans  for all key  business  units.  Business  continuation  plans,  which
     address business  continuation in the event of a system disruption,  are in
     place for all key business  units.  At December  31, 1999,  these plans had
     been amended to include specific Year 2000 considerations.

     In assessing its Year 2000 initiatives and the results of actual production
     since January 1, 2000, management believes no material adverse consequences
     were  experienced,  and  there  was no  material  effect  on the  Company's
     business,  results of operations, or financial condition as a result of the
     Year 2000 issue.




                                     PART II

                          UNDERTAKINGS TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission  hereto or hereafter duly adopted pursuant to authority  conferred in
that section.

                              RULE 484 UNDERTAKING

         The By-Laws of the depositor  provide that the  Corporation  shall have
the power to indemnify a director, officer, agent or employee of the Corporation
pursuant to the provisions of applicable statues or pursuant to contract.

                  The Corporation may purchase and maintain  insurance on behalf
of any  director,  officer,  agent or  employee of the  Corporation  against any
liability  asserted  against or  incurred  by the  director,  officer,  agent or
employee in such capacity or arising out of the director's,  officer's,  agent's
or  employee's  status as such,  whether or not the  Corporation  would have the
power to  indemnify  the  director,  officer,  agent or  employee  against  such
liability under the provisions of applicable law.

                  The By-Laws of the depositor provide that it shall indemnify a
director, officer, agent or employee of the depositor pursuant to the provisions
of applicable statutes or pursuant to contract.

                  Insofar as  indemnification  for  liability  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

REPRESENTATION PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY ACT OF 1940

The sponsoring  insurance company  represents that the fees and charges deducted
under the contract, in the aggregate, are reasonable in relation to the services
rendered,  the expenses  expected to be incurred,  and the risks  assumed by the
insurance company.

                    REPRESENTATIONS PURSUANT TO RULE 6E-3(T)

This  filing is made  pursuant  to Rule 6c-3 and  6e-3(T)  under the  Investment
Company Act of 1940.


<PAGE>

                     CONTENTS OF THE REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

           The facing sheet.

           The prospectus consisting of 74 pages.

           The undertakings to file reports.

           The signatures.

           The following exhibits:

1.    A.   Copies of all exhibits required by paragraph A of instructions for
           Exhibits in Form N-8B-2 to the Registration Statement.

           (1)       (a)   Resolution  of the  Executive  Committee  of the
                           Board  of  Directors  of  American   Enterprise  Life
                           Insurance Company  establishing the Trust, dated July
                           15, 1987, filed  electronically as Exhibit 1.A (1)(a)
                           to the Initial  Registration  Statement No. 33-54471,
                           filed  on or  about  July 5,  1994,  is  incorporated
                           herein by reference.

                     (b)   Resolution  of the  Board of  Directors  of  American
                           Enterprise Life Insurance  Company  establishing  the
                           Separate  Account,  dated  November  3,  1999,  filed
                           electronically as Exhibit 1.A (1)(b) to Pre-Effective
                           Amendment  No. 1 to the  Registration  Statement  No.
                           333-84121, and is incorporated herein by reference.

           (2)             Not applicable.

           (3)    (a)      Not applicable.

           (b)    (1)      Form  of  Selling  Agreement  for American Enterprise
                           Life Insurance Company  is  filed electronically
                           herewith.

           (c)             Schedules of Sales Commissions filed electronically
                           as Exhibit 1.A.(c) to Pre-Effective Amendment No. 1
                           to the Registration Statement No. 333-84121, is
                           incorporated herein by reference.

           (4)             Not applicable.

           (5)    (a)      Flexible Premium Variable Life Insurance Policy (
                           (SIG-VUL)filed electronically as Exhibit 1.A (5)(a)
                           to Pre-Effective Amendment No. 1 to the Registration
                           Statement No. 333-84121, is incorporated herein by
                           reference.

                  (b)      Accidental Death Benefit Rider filed electronically
                           as Exhibit 1.A.(5)(b) to Pre-Effective Amendment No.
                           1 to the Registration Statement No. 333-84121, is
                           incorporated herein by reference.

                  (c)      Additional Insured Rider (Term Insurance) filed
                           electronically as Exhibit 1.A.(5)(c) to Pre-Effective
                           Amendment No. 1 to the Registration Statement No.
                           333-84121, is incorporated herein by reference.

                  (d)      Children's Level Term Insurance Rider filed
                           electronically as Exhibit 1.A.(5)(d) to Pre-Effective
                           Amendment No. 1 to the Registration Statement No.
                           333-84121, is incorporated herein by reference.

<PAGE>

                  (e)      Term Insurance Rider filed  electronically as Exhibit
                           1.A.(5)(e)  to  Pre-Effective  Amendment No. 1 to the
                           Registration Statement No. 333-84121, is incorporated
                           herein by reference.


                  (f)      Waiver of Monthly Deduction Rider for Total
                           Disability filed electronically as Exhibit
                           1.A.(5)(f) to Pre-Effective Amendment No. 1 to the
                           Registration Statement No. 333-84121, is incorporated
                           herein by reference.


           (6)     (a)     Amendment  and   Restatement   of  Articles  of
                           Incorporation of American  Enterprise Life dated July
                           29, 1986, filed  electronically as Exhibit 6.1 to the
                           Initial Registration Statement No. 33-54471, filed on
                           or about  July 5,  1994,  is  incorporated  herein by
                           reference.

                  (b)      Amended  By-Laws of  American  Enterprise  Life filed
                           electronically   as  Exhibit   6.2  to  the   Initial
                           Registration  Statement  No.  33-54471,  filed  on or
                           about  July  5,  1994,  is  incorporated   herein  by
                           reference.

           (7)             Not applicable.

           (8)    (a)      Copy of Participation  Agreement between American
                           Enterprise  Life  Insurance  Company and the Variable
                           Insurance   Products  Fund,   Fidelity   Distributors
                           Corporation,    dated   September   1,   1999   filed
                           electronically as Exhibit 1.A.(8)(a) to Pre-Effective
                           Amendment  No. 1 to the  Registration  Statement  No.
                           333-84121, is incorporated herein by reference.

                  (b)      Copy  of  Participation  Agreement  between  American
                           Enterprise  Life  Insurance  Company and the Variable
                           Insurance  Products Fund III,  Fidelity  Distributors
                           Corporation,    dated   September   1,   1999   filed
                           electronically as Exhibit 1.A.(8)(b) to Pre-Effective
                           Amendment  No. 1 to the  Registration  Statement  No.
                           333-84121, is incorporated herein by reference.

                  (c)      Form  of  Participation  Agreement  between  American
                           Enterprise  Life Insurance  Company and Royce Capital
                           Fund,  Royce & Associates,  Inc.,  dated September 1,
                           1999 filed  electronically  as Exhibit  1.A.(8)(c) to
                           Pre-Effective  Amendment  No.  1 to the  Registration
                           Statement No.  333-84121,  is incorporated  herein by
                           reference.

                  (d)      Form  of  Participation  Agreement  between  American
                           Enterprise Life Insurance  Company and Warburg Pincus
                           Trust, Credit Suisse Asset Management, LLC and Credit
                           Suisse  Asset  Management  Securities,   Inc.,  dated
                           September  1, 1999  filed  electronically  as Exhibit
                           1.A.(8)(d)  to  Pre-Effective  Amendment No. 1 to the
                           Registration Statement No. 333-84121, is incorporated
                           herein by reference.

                  (e)      Form  of  Participation  Agreement  between  American
                           Enterprise  Life  Insurance  Company and MFS Variable
                           Insurance  Trust,  Massachusetts  Financial  Services
                           Company, dated September 1, 1999 filed electronically
                           as Exhibit 1.A.(8)(e) to Pre-Effective  Amendment No.
                           1 to the  Registration  Statement No.  333-84121,  is
                           incorporated herein by reference.

<PAGE>
                  (f)      Form  of  Participation  Agreement  between  American
                           Enterprise  Life  Insurance  Company and Lazard Asset
                           Management,  Lazard  Retirement  Series,  Inc., dated
                           September  1, 1999  filed  electronically  as Exhibit
                           1.A.(8)(f)  to  Pre-Effective  Amendment No. 1 to the
                           Registration Statement No. 333-84121, is incorporated
                           herein by reference.

                  (g)      Form  of  Participation  Agreement  between  American
                           Enterprise  Life Insurance  Company and Baron Capital
                           Funds,  BAMCO  Inc.,  dated  September  1, 1999 filed
                           electronically as Exhibit 1.A.(8)(g) to Pre-Effective
                           Amendment  No. 1 to the  Registration  Statement  No.
                           333-84121, is incorporated herein by reference.

                  (h)      Form  of  Participation  Agreement  between  American
                           Enterprise Life Insurance  Company and Putnam Capital
                           Manager  Trust,  Putnam  Mutual  Funds  Corp.,  dated
                           January 16, 1995, filed electronically as Exhibit 8.2
                           to  Post-Effective  Amendment  No. 2 to  Registration
                           Statement No.  33-54471,  is  incorporated  herein by
                           reference.

           (9)             None.

           (10)            Form of Application for the Flexible Premium Variable
                           Life Insurance Policy filed electronically as Exhibit
                           1.A.(10)  to  Pre-Effective  Amendment  No.  1 to the
                           Registration Statement No. 333-84121, is incorporated
                           herein by reference.

            (11)           American    Enterprise   Life   Insurance   Company's
                           Description of Transfer and Redemption Procedures and
                           Method of Conversion to Fixed Benefit  Policies filed
                           electronically   as  Exhibit   11  to   Pre-Effective
                           Amendment  No. 1 to the  Registration  Statement  No.
                           333-84121, is incorporated herein by reference.

B.         (1)             Not applicable.

           (2)             Not applicable.

C. Not applicable.

2. Opinion of counsel is filed electronically herewith.

3. Not applicable.

4. Not applicable.

5. Not applicable.

6. Actuarial opinion of Mark Gorham is filed electronically herewith.

7.   (a)  Written  actuarial  consent  of Mark  Gorham  is filed  electronically
          herewith.

     (b) Written  auditor  consent of Ernst & Young LLP is filed  electronically
         herewith.

     (c) Power of Attorney to sign  amendments  to this  Registration  Statement
         dated July 29,  1999 filed  electronically  as Exhibit 7 (c) to its
         Initial Registration Statement on Form S-6 is incorporated by
         reference.

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940 American Enterprise Life Insurance Company, on behalf of the
Registrant, certifies that it meets all of the requirements for effectiveness of
this  Pre-Effective  Amendment to its  Registration  Statement  pursuant to Rule
485(b) under the  Securities  Act of 1933 and has duly caused this  Registration
Statement to be signed on behalf of the Registrant by the undersigned, thereunto
duly authorized, in the City of Minneapolis,  and State of Minnesota on the 25th
day of April, 2000.

                              American Enterprise Variable Life Separate Account
                                                                    (Registrant)

                                   By American Enterprise Life Insurance Company
                                                                       (Sponsor)

                                   By    /s/  Richard W. Kling*
                                              Richard W. Kling
                                   Director, President and Chairman of the Board

Pursuant to the  requirements  of the Securities Act of 1933,  this Amendment to
the  Registration  Statement  has been  signed by the  following  persons in the
capacities indicated on the 25th day of April, 2000.

Signature                          Title

/s/   James E. Choat*              Director, President and Chief Executive
      James E. Choat               Officer

/s/   Jeffrey S. Horton*           Vice President and Treasurer
      Jeffrey S. Horton

/s/   Richard W. Kling*            Director, President and Chairman of the Board
      Richard W. Kling

/s/   Paul S. Mannweiler*          Director
      Paul S. Mannweiler

/s/   Paula R. Meyer*              Director and Executive Vice President,
      Paula R. Meyer               Assured Assets

/s/   William A. Stoltzmann*       Director, Vice President, General Counsel and
      William A. Stoltzmann        Secretary

/s/   Philip C. Wentzel*           Vice President and Controller
      Philip C. Wentzel

*Signed  pursuant to Power of Attorney dated July 29, 1999 filed  electronically
as an  Exhibit  7(c)  to its  Initial  Registration  Statement  on  Form  S-6 is
incorporated herein by reference.


By:   /s/  Mary Ellyn Minenko
           Mary Ellyn Minenko
           Vice President, Group Counsel and Assistant Secretary




Exhibit 1.A.(b)(1): Form of Selling Agreement for American Enterprise Life.

Exhibit 2:          Opinion amd Consent of Counsel, dated April 25, 2000.

Exhibit 6:          Actuary Opinion, dated April 24, 2000.

Exhibit 7(a):       Actuary Consent, dated April 24, 2000.

Exhibit 7(b):       Auditors Consent, dated April 24, 2000.





                                SELLING AGREEMENT
                                       FOR
                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY


This SELLING  AGREEMENT  ("Agreement") is entered into as of Effective Date of
Agreement>> ("Effective Date") by and between American Enterprise Life Insurance
Company  ("Company"),  American Express Financial Advisors Inc.  ("Distributor",
together  with  Company,   "American   Express"),   Name  of  Broker  Dealer
("Broker-Dealer"),  and Lead Insurance  Agency and its affiliated  insurance
agencies  identified on Exhibit A who have also  executed  this  Agreement or an
Affiliate Participation Agreement (each an "Agency").

                                    Recitals

The purpose of this  Agreement is to establish  the terms and  conditions  under
which  Broker-Dealer  and Agency (referred to and defined further in Section 1.1
herein as "Authorized  Selling  Firm") will market and sell  Company's  variable
annuity and/or variable life insurance products. American Express and Authorized
Selling  Firm  intend  that  Authorized  Selling  Firm will be  responsible  for
managing and supervising the marketing and sales of Company's  variable  annuity
and/or  variable  life  insurance  products  by its  Producers  pursuant to this
Agreement.

In consideration of the mutual covenants  contained herein, the parties agree as
follows:

1.       DEFINITIONS. As used in this Agreement, the following terms shall have
         the following meanings:

1.1      "Authorized  Selling Firm" means the Broker-Dealer  taken together with
         the Agency or Agencies, with respect to the sale of Products under this
         Agreement,  in  accordance  with the  terms and  conditions  of the SEC
         no-action  letter  First of  America  Brokerage  Service,  Inc.  (dated
         September 28, 1995).

1.2      "Broker-Dealer"  is an entity duly registered as a  broker-dealer  with
         the  Securities   and  Exchange   Commission   ("SEC"),   the  National
         Association of Securities Dealers ("NASD"), and states where required.

1.3      "Company  Rules" mean any  written  instructions,  bulletins,  manuals,
         training  materials,  and any  underwriting  or suitability  guidelines
         provided to Authorized Selling Firm by the Company.

1.4      "Producer"  is a duly  licensed  individual  who sells  Products  as an
         employee or independent  contractor of Agency and who is  appropriately
         registered  with the NASD and licensed and appointed in accordance with
         all applicable insurance laws.

1.5      "Products"  are those variable  annuity and/or life insurance  products
         issued  by  Company   which  will  be   marketed  or  sold  by  Agency,
         Broker-Dealer  and their Producers under this Agreement,  and which are
         set forth in the Product Exhibit(s) attached hereto.

1.6      "Replacement" is the sale of a Product which is funded by the purchaser
         with money  obtained  from the  liquidation  of another life  insurance
         policy or  annuity  contract,  either of which  was  previously  issued
         either by Company or by any other life insurance company.

1.7      "Agency" is an insurance  agency  licensed in one or more  states,  and
         affiliated with  Broker-Dealer by ownership or contract with respect to
         the sale of Products under this Agreement.  Broker-Dealer  may also act
         as "Agency".

<PAGE>

1.8      "Territory"  may be any 48 of the 50 United  States (all states  other
         than New York and New  Hampshire),  and the District of Columbia,  but
         includes  only those  jurisdictions  in which Agency is  authorized to
         market and sell the Products under this Agreement, as shown on each of
         the Product Exhibits attached and, as updated from time to time.

1.9      "Contract" is the variable  annuity or variable life  insurance  policy
         validly issued by Company to a purchaser meeting underwriting standards
         of the Company.

2.   TERM OF AGREEMENT. This Agreement shall remain in effect beginning upon the
     Effective  Date,  until such time it is  terminated  pursuant to Section 9,
     "Termination."

3.       APPOINTMENT AND AUTHORIZATION OF AGENCY AND BROKER-DEALER.

3.1  Appointment  and  Authorization  of Agency and  Broker-Dealer.  Company and
     Distributor  hereby appoint Agency and hereby  authorize  Broker-Dealer  to
     solicit  sales of and sell  Products  in  accordance  with  the  terms  and
     conditions of this Agreement as an Authorized  Selling Firm, and Agency and
     Broker-Dealer  hereby accept the appointment and  authorization.  These two
     appointments,  taken  together,  constitute  the  appointment of Authorized
     Selling Firm. Authorized Selling Firm's authority will be nonexclusive, and
     will be limited to the performance of the services and responsibilities set
     forth in this Agreement.

4.   DUTIES,  OBLIGATIONS AND LIMITATIONS OF AUTHORIZED SELLING FIRM. Commencing
     on the Effective Date,  Authorized Selling Firm will faithfully perform all
     of  Authorized  Selling  Firm's  duties  within  the  scope  of the  agency
     relationship created under this Agreement to the best of Authorized Selling
     Firm's knowledge,  skill and judgment.  As Authorized  Selling Firm, Agency
     and Broker-Dealer shall be jointly and severally  responsible and liable to
     American Express for the faithful performance of all obligations and duties
     except  those which this  Agreement  specifically  identifies  as duties of
     Broker-Dealer.  Authorized Selling Firm's duties shall include,  but not be
     limited to the following:

4.1       Recruitment  of  Producers.   Authorized   Selling  Firm  may  recruit
          Producers to sell under the supervision of Authorized  Selling Firm. A
          Producer  so  recruited  may not  solicit  or sell  Products  prior to
          acquiring  any required  state  insurance  license(s)  in the state(s)
          where such Producer will solicit and sell Products,  being  registered
          with  the  NASD  as  a  representative  of  the  Broker-Dealer,  being
          appointed  by  Company  as  an  agent,  and  completing  the  training
          described in Section 4.4.11.

4.2       Licensing,  Registration  and  Appointment  of Agency  and  Producers.
          Agency shall be  responsible  for the  preparation  and  submission of
          proper licensing forms and the assurance that all Producers  recruited
          by  Authorized  Selling Firm are  appropriately  licensed as insurance
          agents in the  state(s)  where such  Producers  will  solicit and sell
          Products.  Broker-Dealer  shall be responsible for the preparation and
          submission to the NASD of proper representative registration forms and
          the  assurance  that  all  Producers  are  and  remain  registered  as
          representatives  of Broker-Dealer  with the NASD.  Authorized  Selling
          Firm shall  recommend  Producers for  appointment  with  Company,  but
          Company shall retain sole authority to make  appointments  and may, by
          written  notice to  Authorized  Selling  Firm,  refuse  to permit  any
          Producer to solicit  contracts for the sale of the  Products.  Company
          shall be  responsible  for the  preparation  and  submission of proper
          appointment  forms and the payment of appointment fees in those states
          that require the Company to appoint Producers.

4.3       Compliance  with Company  Policies  and  Applicable  Laws.  Authorized
          Selling  Firm  will  comply  with  all  Company  Rules  and  with  all
          applicable federal and state laws and regulations.

<PAGE>

4.4       Supervision  and  Administration.  Authorized  Selling Firm shall have
          full,   joint  and  several   responsibility   for  the  training  and
          supervision  of all of its  Producers  who  are  engaged  directly  or
          indirectly  in the  offer  or  sale  of the  Products,  and  all  such
          Producers  shall be subject to the control of Authorized  Selling Firm
          with respect to their securities and insurance regulated activities in
          connection  with  the  Products.  Authorized  Selling  Firm  shall  be
          responsible   for  all  acts  or  omissions  of  Producers.   Agency's
          supervisory and administrative  responsibilities  include, but are not
          limited to:

4.4.1     ensuring that Producers  comply with Company Rules and all federal and
          state laws and regulations applicable to the Products;

4.4.2     ensuring  that  Producers  comply with all terms of the  Agreement  in
          soliciting, selling and providing service for Products;

4.4.3     supplying sales  literature and application  forms approved by Company
          to Producers;

4.4.4     assisting Producers in responding to customer inquiries;

4.4.5     promptly  delivering to Producers relevant Company  communications and
          Company  Rules  concerning   Products,   such  as  changes  in  rates,
          regulatory notices or new Product announcements;

4.4.6     on all  Replacement  sales,  ensuring that Producers  provide  Product
          applicants  sufficient  information  and  disclosures  to  ensure  the
          suitability of the Replacement  sale. Such  information  includes that
          which is  required  by the rules of the NASD and any  state  insurance
          authority but is not limited to:

                  (a) all fees, expenses and possible charges, such as surrender
                  charges, on both the new and the surrendered investments;

                  (b)  any change in the investment risk to the Product
                  applicant;

                  (c) any change in the nature or the provider of any guarantees
                  associated with the Product and/or the surrendered product;

                  All such  information  will be  retained  by Agency  for seven
                  years from the date of the  completion  and  signature  of any
                  application, and will be made available to Company as is shown
                  in Section 4.8, "Accurate Record; Audit," herein

4.4.7     notifying  Company if any Agency or  Producer  fails to  maintain  the
          required state insurance license or becomes inactive;

4.4.8     promptly informing Company of any violation of law or Company Rules by
          Authorized Selling Firm or Producer,  or of any allegation by Contract
          holder or regulatory agency of wrongdoing as regards the activities of
          Authorized  Selling  Firm, or a Producer with respect to the Products;
          and

4.4.9     any other  duties  necessary  or  appropriate  to  perform  Authorized
          Selling Firm's obligations under this Agreement.

4.4.10    Broker-Dealer  will fully  comply  with and will ensure  Agency's  and
          Producers'  compliance with the  requirements of the NASD, the SEC and
          all other  applicable  federal and state laws, and, with Agency,  will
          establish and maintain  such rules and  procedures as may be necessary
          to cause diligent  supervision of the securities  activities of Agency
          and  Producers.  Broker-Dealer's  duties  with  respect  to Agency and
          Producers' securities activities, include, but are not limited to:

<PAGE>

(a)       delivering to each person  submitting an  application a prospectus for
          the Product to be furnished by American  Express in the form  required
          by the  applicable  federal  laws or by the  acts or  statutes  of any
          applicable state, province or country;

(b)       reviewing all Product applications for accuracy and completeness,  and
          to determine the  suitability of the sale,  which includes  reasonable
          efforts to obtain information concerning the applicant's financial and
          tax status,  investment  objectives and any other  information used or
          considered reasonable in making a Product recommendation;

(c)       complying with all applicable  requirements of the Securities Exchange
          Act of 1934 ("1934 Act") and the NASD,  including the  requirements to
          maintain and preserve  books and records  pursuant to Section 17(a) of
          the 1934 Act and the rules  thereunder  and making  such  records  and
          files  available to staff of American  Express and  personnel of state
          insurance  departments,  the NASD,  SEC or other  regulatory  agencies
          which have authority over American Express.

4.4.11    Authorized  Selling Firm shall be responsible  for ensuring that their
          Producers  who market  and sell the  Products  are  trained on (i) the
          product specifications and features,  (ii) all Company Rules and other
          requirements  communicated  to  Authorized  Selling Firm that American
          Express  has  adopted  to  satisfy   insurance  laws  and  regulations
          regarding replacements,  and (iii) standards that American Express has
          established for and communicated to Authorized Selling Firms and their
          Producers to use in meeting their respective duties to ensure suitable
          sales of the Products  before they begin to solicit or sell  Products.
          If  Authorized  Selling  Firm  chooses  not  to  use  Company-provided
          materials in training  their  Representatives  on (i),  (ii) and (iii)
          above, then Authorized Selling Firm shall provide to American Express,
          for approval, documentation of its own form and content of training to
          be used, prior to the execution of this Agreement.

          After the execution of this  Agreement,  to the extent that Authorized
          Selling  Firm  uses  training  material  related  to the  sale  of the
          Products  that is  materially  different  from that  contained  in the
          Company-provided  training  material,  Authorized  Selling  Firm  must
          provide that training  material to American Express for approval prior
          to use. Authorized Selling Firm shall also be responsible for assuring
          that its Producers  comply with all  Company-provided  materials,  and
          with  the  applicable   suitability   requirements   of  the  National
          Association of Securities  Dealers,  Inc.  ("NASD"),  and any state or
          federal law, as amended from time to time, in selling the Products.

4.5       Collection and Submission of Premiums. American Express and Authorized
          Selling  Firm  agree  that  Authorized  Selling  Firm will  assure its
          Producers'  collection and timely remittance of premiums received from
          the sale of Products.  All premiums  associated with sales of variable
          life  insurance  policies  will  be  remitted  using  the  Check  with
          Application  method  described  below.  Generally,   five  methods  of
          collection and  remittance  are available for variable  annuity sales.
          Authorized  Selling Firm will decide which of the methods listed below
          it will employ for variable annuity sales.

4.5.1     Check with  Application:  in which the premium is paid in a check from
          the applicant payable to Company.

4.5.2     Gross  Sweep:   in  which  the  premium  will  be  deposited   into  a
          Company-owned  account.  Company,  upon  notification  of a sale, will
          deposit the premium into its own premium receipt account.

<PAGE>

4.5.3     Gross ACH Through  Clearing  Broker:  in which the Authorized  Selling
          Firm contracts with a Clearing Broker to transfer and clear funds from
          sales (the  "Clearing  Broker").  The  Clearing  Broker will remit the
          entire premium to Company using the ACH transfer facility available to
          financial  institutions.  If this method is chosen, then Section 7.1.4
          is applicable.

4.5.4     Net Wire: in which the  Authorized  Selling Firm  transfers and clears
          premiums from sales,  retaining its  commission and forwarding the net
          amount only to Company.

4.5.5     Net Wire Through Clearing Broker: in which the Authorized Selling Firm
          contracts  with a Clearing  Broker to  transfer  and clear  funds from
          sales (the "Clearing Broker").  The Clearing Broker remits the premium
          (net of commissions) to Company,  and remits the remaining  portion of
          the premium  (commission)  to Agency.  If this method is chosen,  then
          Section 7.1.4 is applicable.

4.6       Solicitation. Authorized Selling Firm, through Producers, will solicit
          applicants who appear to meet Company's and Distributor's underwriting
          and  suitability  standards,  provided that nothing in this  Agreement
          shall be deemed to require  Authorized  Selling  Firm to  solicit  any
          particular customer's application for an annuity.

4.7       Company Property. Authorized Selling Firm will safeguard, maintain and
          account  for  all  policies,  forms,  manuals,  equipment,   supplies,
          advertising and sales literature  furnished to Authorized Selling Firm
          and Producers by American  Express and will destroy or return the same
          to American Express promptly upon request.

4.8       Accurate  Record;  Audit. As required by applicable laws and Company's
          policies   and   procedures,   Authorized   Selling   Firm  will  keep
          identifiable  and  accurate  records and  accounts of all business and
          transactions  effected  pursuant to this  Agreement.  Upon  reasonable
          notice and at reasonable times, continuing during a period of one year
          following the termination of this Agreement,  Authorized  Selling Firm
          will permit American  Express to visit,  inspect,  examine,  audit and
          verify, at Authorized  Selling Firms offices or elsewhere,  any of the
          properties,  accounts,  files, documents,  books, reports, work papers
          and other  records  belonging  to or in the  possession  or control of
          Authorized  Selling  Firm  relating  to the  business  covered by this
          Agreement, and to make copies thereof and extracts therefrom, provided
          that such  audit  shall not  unreasonably  interfere  with  Authorized
          Selling Firm's normal course of business.

4.9       Approved Advertising.  No sales promotions,  promotional materials, or
          any advertising relating to Products or Company or Distributor ("Sales
          Material")  shall  be used by  Authorized  Selling  Firm or  Producers
          unless  the  specific  item has been  approved  in  writing by Company
          and/or Distributor  before use. Any promotional  material developed by
          Authorized  Selling  Firm will  become  the sole  property  of Company
          and/or Distributor once approved.  Any modification of the promotional
          materials to enable the use of such in a financial institution setting
          must also be approved in accordance with this section.

4.10      Fidelity Bond.  Authorized  Selling Firm  represents and warrants that
          all directors,  officers,  employees and representatives of Agency who
          are appointed  pursuant to this  Agreement as Producers for Company or
          who have  access to funds of  Company,  including  but not  limited to
          funds submitted with applications for Products or funds being returned
          to  owners,  are and  shall be  covered  by a blanket  fidelity  bond,
          including coverage for larceny and embezzlement, issued by a reputable
          bonding company  acceptable to Company.  Broker-Dealer  shall maintain
          the bond at Broker-Dealer and/or Agency's expense. Company may require
          evidence,  satisfactory  to  it,  that  such  coverage  is  in  force.
          Authorized Selling Firm shall give prompt written notice to Company of
          cancellation or change of coverage.


<PAGE>

4.11      Limitations.  Authorized  Selling  Firm shall have no  authority  with
          respect to American  Express,  nor shall it represent itself as having
          such  authority,  other  than as is  specifically  set  forth  in this
          Agreement.   Without  limiting  the  foregoing,   neither  Agency  nor
          Broker-Dealer  shall,  without the express  written consent of Company
          and/or Distributor, as applicable:

4.11.1    make, waive, alter or change any term, rate or condition stated in any
          Company Contract or Company or Distributor approved form, or discharge
          any Contract in the name of Company;

4.11.2    waive a forfeiture;

4.11.3    extend  the time for the  payment  of  premiums  or other  monies  due
          Company;

4.11.4    institute,  prosecute or maintain any legal  proceedings  on behalf of
          Company or  Distributor  in connection  with any matter  pertaining to
          Company's business, nor accept service of process on behalf of Company
          or Distributor;

4.11.5    transact business in contravention of the rules and regulations of any
          insurance  department  and/or other  governmental  authorities  having
          jurisdiction over any subject matter embraced by this Agreement;

4.11.6    make, accept or endorse notes, or endorse checks payable to Company or
          Distributor,  or otherwise incur any expense or liability on behalf of
          Company or Distributor;

4.11.7    offer to pay or pay, directly or indirectly,  any rebate of premium or
          any other  inducement  not  specified  in the Products to any Contract
          holder;

4.11.8    misrepresent  the  Products  for the  purpose  of  inducing a Contract
          holder in any other  company to lapse,  forfeit or  surrender  his/her
          insurance therewith;

4.11.9    give or offer to give any advice or opinion  regarding the taxation of
          any customer's income or estate in connection with the purchase of any
          Product;

4.11.10   enter  into an  agreement  with any person or entity to market or sell
          the Products without the written consent of Company and Distributor;

4.11.11   use Company's or Distributor's names, logos, trademarks, service marks
          or  any  other  proprietary  designation  without  the  prior  written
          permission of Company; or

4.11.12   engage in any program  designed to replace  Products with any variable
          annuity or variable life insurance products of other companies, at any
          time while this  Agreement  is in force;  or provide data to any other
          person  or   organization   which  would  allow  or  facilitate   such
          replacement of Company's  Products.  Nothing herein shall preclude the
          replacement  of Company's  fixed annuity  products with  Company's own
          variable annuity or variable insurance products, so long as such sales
          are suitable and documented  according to Section  4.4.6,  Replacement
          Sales.  (See also  Section  9.3,  Post  Termination  Limitations,  and
          Section 11, Confidentiality, generally.)

5.       COMPANY AND DISTRIBUTOR REPRESENTATIONS AND RESPONSIBILITIES.

5.1      Representations.


<PAGE>

5.1.1     Company  represents and warrants that (a) it is duly  incorporated  in
          the State of Indiana and licensed in all states in the Territory;  (b)
          that all Products,  and all Sales Material (as defined in Section 4.9,
          above) provided by Company or Distributor have been filed and approved
          as  required  by state  insurance  departments  shown  in the  Product
          Exhibit(s);  and (c) that these  materials  comply with all applicable
          laws and regulations and rules of the NASD.

5.1.2     Distributor  represents  and warrants that it is duly  registered as a
          broker-dealer  with  the SEC,  the  NASD,  all  fifty  states  and the
          District of Columbia, and is qualified to do business in all states in
          which Company is licensed and qualified to do business.

5.1.3     Distributor and Company represent and warrant that Company,  as issuer
          and on behalf of the underlying investment account(s),  has registered
          the underlying investment account(s) of the Products with the SEC as a
          security  under the  Securities Act of 1933 ("1933 Act") and as a unit
          investment trust under the Investment Company Act of 1940.

5.1.4     Company represents and warrants that the prospectuses and registration
          statements  relating  to  the  Products  do  not  contain  any  untrue
          statements of material fact or any omission to state a material  fact,
          the   omission  of  which  makes  any   statement   contained  in  the
          prospectuses and registration statements misleading.

5.2       Prospectuses, Sales Literature and Advertising.  American Express will
          provide to Authorized  Selling Firm, without any expense to Authorized
          Selling  Firm,  prospectuses  for the  Products  and such other  Sales
          Material  (as  defined  is Section  4.9,  above) as  American  Express
          determines is necessary or desirable for use in connection  with sales
          of the Products.

5.3       Transmission  of Contracts  for Delivery to Contract  Owners.  Company
          will transmit variable annuity contracts directly to Contract holders.
          Variable life insurance  policies will be transmitted to Producers for
          delivery to Contract holders.

5.4       Confirmations. Upon Company's acceptance of any payment for a Product,
          Company as agent for Distributor will deliver to each contract owner a
          statement  confirming the  transaction in accordance  with Rule 10b-10
          under the 1934 Act.

5.5       Contract  Holder  Services.   Company  shall  provide  administrative,
          accounting  and other  services to Contract  holders as necessary  and
          appropriate,  in the same  manner as such  services  are  provided  to
          Company's other Contract holders.

5.6       Reservation  of Rights.  Notwithstanding  any other  provision of this
          Agreement or any other agreement  between  Company and/or  Distributor
          and Agency and/or  Broker-Dealer,  Company reserves the  unconditional
          right to modify any of the  Products in any respect  whatsoever  or to
          suspend  the sale of any  Products in whole or in part at any time and
          without prior notice.  Company  reserves the  unconditional  rights to
          refuse to accept  applications  procured by Authorized Selling Firm or
          Producers  which  fail to meet  underwriting  or  other  standards  of
          Company.

5.7       Company Rules.  American Express shall provide Authorized Selling Firm
          with Company Rules as soon as is practicable.  Company and Distributor
          shall provide all revisions,  modifications  and  replacements of such
          Company Rules to Authorized  Selling Firm promptly  after  issuance by
          Company and/or Distributor.

5.8       Compliance  with  Applicable  Laws.   Company  will  comply  with  all
          applicable federal and state laws and regulations.

<PAGE>

6.        COMPENSATION.  Company  shall  pay a total  compensation  on  premiums
          collected  pursuant to this Agreement based on the rates of commission
          set  forth on the  attached  Product  Exhibit(s).  OPTIONAL:  [and its
          compensation addendum(s)]. No compensation will be paid on the sale of
          a product under this Agreement if that sale involves replacement of an
          asset or investment  issued by Company or by another insurance company
          owned  or  controlled  by  American  Express   Company.   The  Product
          Exhibit(s) included in this Agreement are subject to change by Company
          at anytime,  but only upon  written  notice to Agency.  No such change
          shall affect  compensation for any Products(s) sold whose applications
          are received by Company in Minneapolis,  MN prior to effective date of
          such change.

6.1       Product Exhibits. Any Product Exhibit(s) included in this Agreement or
          subsequently  made a part  hereof  may  provide  other  or  additional
          conditions  regarding  compensation and, if so, will be controlling to
          the extent of such other or additional conditions.

6.2       Expenses.   Except  as  otherwise  provided  in  this  Agreement,   or
          subsequently  agreed to in writing  by  American  Express,  Authorized
          Selling  Firm will be  responsible  for all costs and  expenses of any
          kind and nature incurred by Authorized Selling Firm in the performance
          of its duties under this Agreement.

6.3       For  Cause  Termination  Compensation  Obligations.  In the  event  of
          termination of this Agreement for one or more of the reasons specified
          below in Section 9.1,  Termination for Cause, no further  compensation
          shall thereafter be payable.

6.4       Post Termination  Compensation  Obligations.  Upon termination of this
          Agreement,  Company's  obligation  to pay  compensation  to  Agency or
          Producers shall immediately cease except that:

6.4.1             Company  will pay  compensation,  as the same  become  due and
                  payable,  upon  Products  for which the  application  has been
                  taken and the  required  premium  has been  collected  (or has
                  become  irrevocably  collectable from a third party) as of the
                  date of  termination,  and for which the Company  subsequently
                  issues a policy.

6.4.2             Company  will  charge  back  against  those   commissions  due
                  identified in Product Exhibit(s) in the event of surrenders of
                  Products sold prior to the  termination  of this  Agreement by
                  Authorized  Selling  Firm or  Producers.  Company will invoice
                  Agency unless  Company and Agency agree upon another method of
                  payment of such amounts.

6.4.3             Subject to Section 6.4.1, above, Company will pay Supplemental
                  Trail  Commissions  as set  forth  in and as  provided  by any
                  Product Exhibit in effect as of the time of the effective date
                  of termination of this Agreement.

6.5      Compensation Limitations. Agency will not pay or share commissions with
         any  person  or  entity  that  is  not  appropriately  licensed  and/or
         appointed to sell Products, if such action would violate any applicable
         law, rule, or regulation.

6.6       OPTIONAL Advance Commissions on IRS Section 2-1035 Exchanges.  Company
          will advance commissions monthly, in accordance to the Base Commission
          schedules identified in the variable annuity Product Exhibit(s), based
          on premium  expected  to be  deposited  with  Company to effect an IRS
          Section  2-1035  exchange  of one  investment  product  for a variable
          annuity  product  sold  under  this  Agreement.  In the event that the
          expected  premium does not reach Company within 90 days of the date of
          the contract  application,  the entire  commission for the transaction
          will be charged back during the next normal commission cycle.>>

<PAGE>

7.       INDEMNIFICATION.

7.1       Indemnification  of Company and Distributor.  Authorized  Selling Firm
          shall indemnify,  defend and hold harmless American Express and any of
          its officers,  directors and  employees,  from and against any and all
          losses, claims,  damages,  liabilities,  actions, costs or expenses to
          which  American  Express,  or  any  of  its  officers,  directors  and
          employees,  may become subject  (including any legal or other expenses
          incurred by it in connection with  investigating  any claim against it
          and defending any action and,  provided  Authorized  Selling Firm will
          have given prior written  approval of such  settlement or  compromise,
          which  consent  will not be  unreasonably  withheld  or  delayed,  any
          amounts  paid in  settlement  or  compromise)  insofar as such losses,
          claims, damages, liabilities,  actions, costs or expenses arise out of
          or are based upon:

7.1.1     The  acts  or  omissions  of  Authorized  Selling  Firm  or any of its
          employees,  agents or Producers  while acting (whether under actual or
          apparent authority, or otherwise) on behalf of Authorized Selling Firm
          or American Express in connection with this Agreement;

7.1.2     Any breach of any covenant or  agreement  made by  Authorized  Selling
          Firm under this Agreement; or

7.1.3     The  inaccuracy  or breach of any  representation  or warranty made by
          Authorized Selling Firm under this Agreement.

7.1.4     The acts or omissions of the Clearing  Broker or any employee or agent
          of Clearing  Broker while  performing the  activities  covered by this
          Agreement.  The indemnity  obligation of this paragraph will extend to
          any  regulatory  penalties  incurred  by  Company  as a result of said
          activities.

          This  indemnification  obligation  shall not apply to the extent  that
          such  alleged  act or  omission is  attributable  to American  Express
          either because (1) American Express  directed the act or omission,  or
          (2) the  act or  omission  by  Authorized  Selling  Firm or any of its
          employees, agents or Producers was the result of their compliance with
          the Company Rules.

7.2       Indemnification  of Agency and  Broker-Dealer.  American Express shall
          indemnify,  defend and hold harmless  Authorized  Selling Firm, any of
          its officers,  directors and  employees,  from and against any and all
          losses, claims,  damages,  liabilities,  actions, costs or expenses to
          which Authorized  Selling Firm, or any of its officers,  directors and
          employees,  may become subject  (including any legal or other expenses
          incurred by it in connection with  investigating  any claim against it
          and  defending  any action and,  provided  American  Express will have
          given prior written  approval of such settlement or compromise,  which
          consent will not be unreasonably withheld or delayed, any amounts paid
          in settlement or compromise) insofar as such losses, claims,  damages,
          liabilities,  actions,  costs or  expenses  arise  out of or are based
          upon:

7.2.1     The acts or omissions of American Express, or any employee or agent of
          American  Express,  (excluding  Authorized  Selling Firm or Producers)
          while acting (whether under actual or apparent authority or otherwise)
          on behalf of American Express in connection with this Agreement;

7.2.2     Any breach of any covenant or agreement made by American Express under
          this Agreement; or

7.2.3     The  inaccuracy  or breach of any  representation  or warranty made by
          American Express under this Agreement.

<PAGE>

7.3       Limitation of Liability. Except as expressly stated herein, as between
          the  parties,  in no  event  will  any  party  to  this  Agreement  be
          responsible  to  any  other  party  for  any   incidental,   indirect,
          consequential, punitive, or exemplary damages of any kind arising from
          this Agreement,  including without limitation,  lost revenues, loss of
          profits or loss of  business.  The  parties  agree that the losses and
          damages  arising under and/or  covered by Section 7.1 and 7.2 shall be
          subject to this limitation.



8.        ARBITRATION.   The   parties   agree  to   attempt   to   settle   any
          misunderstandings  or disputes  arising out of this Agreement  through
          consultation  and  negotiation  in good  faith  and a spirit of mutual
          cooperation.  However,  if those attempts fail, the parties agree that
          any  misunderstandings or disputes arising from this Agreement will be
          decided by arbitration which will be conducted, upon request of either
          party,  before three  arbitrators  (unless  both parties  agree on one
          arbitrator) designated by the American Arbitration Association located
          in the city of  Company's  principal  place of  business.  The parties
          further agree that the arbitrator(s) will decide which party must bear
          the expenses of the arbitration. This agreement to arbitrate shall not
          preclude  either party from  obtaining  provisional  remedies  such as
          injunctive relief or the appointment of a receiver from a court having
          jurisdiction, before, during or after the pendency of the arbitration.
          The institution and maintenance of such provisional remedies shall not
          constitute  a waiver of the  right of a party to  submit a dispute  to
          arbitration.

9.        TERMINATION.

9.1       Termination  for Cause. At any time during the Term of this Agreement,
          American  Express  or  Authorized  Selling  Firm  may  terminate  this
          Agreement   immediately   for  cause  upon  written   notice  of  such
          termination  to the other party.  Such written  notice shall state the
          cause with  specificity.  As used in this  Section,  the term  "cause"
          shall include any one or more of the following:

9.1.1             the  conviction  of any party,  its  officers  or  supervisory
                  personnel of any felony,  of fraud,  or of any crime involving
                  dishonesty;

9.1.2             the  intentional  misappropriation  by a  party  of  funds  or
                  property of any other  party,  or of funds  received for it or
                  for annuity Contract holders;

9.1.3             the  cancellation,  or the  refusal  to renew  by the  issuing
                  insurance regulatory authority of, any license, certificate or
                  other regulatory  approval  required in order for any party to
                  perform its duties under this Agreement;

9.1.4             any action by a regulatory  authority with  jurisdiction  over
                  the  activities  of a party  that  would  place  the  party in
                  receivership  or  conservatorship  or otherwise  substantially
                  interfere or prevent such party from  continuing  to engage in
                  the lines of business  relevant to the subject  matter hereof;
                  or

9.1.5             a party becoming a debtor in bankruptcy  (whether voluntary or
                  involuntary) or the subject of an insolvency proceeding.

9.2       Termination without Cause. American Express or Authorized Selling Firm
          may terminate this Agreement  without cause upon 30 days prior written
          notice to the other parties.

9.3       Post  Termination   Limitation.   For  a  period  of  one  year  after
          termination of this Agreement,  Authorized  Selling Firm and Producers
          shall not  knowingly  induce or cause,  or attempt to induce or cause,
          any concerted or organized effort to recommend,  promote, encourage or
          endorse the  termination,  surrender,  or  cancellation of any Product
          sold pursuant to this Agreement.

<PAGE>

10.       INDEPENDENT   CONTRACTOR.   This   Agreement  is  not  a  contract  of
          employment.  Nothing contained in this Agreement shall be construed or
          deemed to create the  relationship of joint venture,  partnership,  or
          employer and employee between American Express and Authorized  Selling
          Firm.  Each  party is an  independent  contractor  and  shall be free,
          subject to the terms and  conditions  of this  Agreement,  to exercise
          judgment and discretion with regard to the conduct of business.

11.       CONFIDENTIALITY.

11.1      Each party agrees that,  during the term of this  Agreement and at all
          times  thereafter,  it will not disclose to any  unaffiliated  person,
          firm, corporation or other entity, nor use for its own account, any of
          the  other  parties'  trade  secrets  or   confidential   information,
          including, without limitation, the terms of this Agreement; non-public
          program materials;  member or customer lists; proprietary information;
          information as to the other party's  business  methods,  operations or
          affairs,  or the  processes  and systems  used in its  operations  and
          affairs,  or the  processes  and  systems  used in any  aspect  of the
          operation  of its  business;  all  whether  now known or  subsequently
          learned by it. If this Agreement is terminated,  each party, within 60
          days  after  such  termination,  will  return  to the  other  parties,
          respectively,  any and all copies,  in whatever form or medium, of any
          material  disclosing  any of  the  other  parties'  trade  secrets  or
          confidential information as described above.

          Nothing in this Agreement  shall require a party to keep  confidential
          any information that:

11.1.1    the party can  prove  was known to it prior to any  disclosure  by any
          other party;

11.1.2    is or becomes publicly available through no fault of the party;

11.1.3    the party can prove was  independently  developed  by it  outside  the
          scope of this  Agreement  and with no  access to any  confidential  or
          proprietary information of any other party;

11.1.4    is required to be disclosed to governmental  regulators or pursuant to
          judicial or administrative process or subpoena;

11.1.5    is required in order to perform  that  party's  obligation  under this
          Agreement;

11.1.6    is required to be disclosed by any applicable law; or

11.1.7    is mutually agreed upon by all parties to this Agreement.

11.2      In the event Authorized Selling Firm during the term of this Agreement
          and  for a  period  of  one  year  after  the  effective  date  of its
          termination,  engages in a concerted  effort to promote,  recommend or
          encourage the termination,  surrender,  or cancellation of any Product
          sold under this Agreement,  without reasonable grounds to believe that
          such  termination,  cancellation  or surrender  is in each  individual
          customer's best interest, then American Express will have the right to
          contact present and former  purchasers of the Products sold under this
          Agreement  with a view to retaining the assets in their  accounts with
          Company, without being found in violation of this Section 11.

12.       ASSIGNMENT.  The  parties to this  Agreement  may not  assign,  either
          wholly or partially,  this Agreement or any of the benefits accrued or
          to accrue under it, or  subcontract  their  interests  or  obligations
          under this Agreement, without the written approval of all parties.

<PAGE>

13.       AMENDMENT OF AGREEMENT.  American  Express reserves the right to amend
          this Agreement at any time, but no amendment  shall be effective until
          approved  in  writing  by  Authorized  Selling  Firm,  subject  to the
          provisions  of  Section  5.6,  "Reservation  of  Rights,"  Section  6,
          "Compensation"  and Section 12,  "Assignment,"  herein. Any affiliated
          insurance  agency  signing  below or which has  executed an  Affiliate
          Participation  Agreement  acknowledges and agrees that Agency shall be
          authorized to execute any amendment to this  Agreement,  including all
          Exhibits,  Addenda,  Schedules and Product Exhibit(s),  on its behalf,
          and that such execution will be binding upon it.

14.       MISCELLANEOUS.

14.1      Applicable  Law. This Agreement  shall be governed by and  interpreted
          under the laws of the State of Minnesota.

14.2      Severability.  Should any part of this Agreement be declared  invalid,
          the remainder of this Agreement shall remain in full force and effect,
          as if the Agreement had originally  been executed  without the invalid
          provisions.

14.3      Notice.  Any notice  hereunder shall be in writing and shall be deemed
          to have been  duly  given if sent by  certified  or  registered  mail,
          postage  prepaid,  or via a national courier service with the capacity
          to track its shipments, to the following addresses:

<TABLE>
<CAPTION>
<S>                                              <C>

If to Company:                                     If to Distributor:
American Enterprise Life Insurance Company         American Express Financial Advisors Inc.
80 South 8th Street                                80 South 8th Street
Minneapolis, MN  55440                             Minneapolis, MN  55440
Attn:  Compliance Officer (Unit 1818)              Attn:  Compliance Officer (Unit 1818)

</TABLE>


If to Agency:                                      If to Broker-Dealer:


14.4       Binding Effect. This Agreement shall be binding upon and inure to the
           benefit of the parties  hereto and their  respective  successors  and
           assigns,  subject  to  the  provisions  of  this  Agreement  limiting
           assignment.

14.5       Headings. The headings in this Agreement are for convenience only and
           are not intended to have any legal effect.

14.6       Defined  Terms.  The  terms  defined  in  this  Agreement  are  to be
           interpreted in accordance with this Agreement. Such defined terms are
           not  intended to conform to  specific  statutory  definitions  of any
           state.

14.7       Entire Agreement.  This Agreement constitutes the entire agreement of
           the parties with respect to the subject  matter hereof and supersedes
           all  previous  communications,  representations,  understandings  and
           agreements,  either  oral or  written,  between  the  parties  or any
           official representative thereof.

14.8       Survival.  All terms and conditions of Section 6.4, "Post Termination
           Compensation Obligations"; Section 7, "Indemnification";  Section 9.3
           "Post Termination  Limitations";  Section 11,  "Confidentiality," and
           (subject  to  Section  6.4.3)  the   Supplemental   Trail  Commission
           provisions  of any Product  Exhibits in effect as of  termination  of
           this Agreement, will survive termination of this Agreement.

<PAGE>

14.9      No  Waiver.  No  failure  to  enforce,  nor any  breach of any term or
          condition of this Agreement, shall operate as a waiver of such term or
          condition,  or of any other term or condition,  nor  constitute nor be
          deemed a waiver or release of any other rights at law or in equity, or
          of  claims  which  any party may have  against  any other  party,  for
          anything arising out of, connected with, or based upon this Agreement.
          Any waiver, including a waiver of this Section, must be in writing and
          signed by the parties hereto.


American Enterprise Life Insurance Company           Lead Agency Name
Company                                              Agency


By: ___________________________                    By: ______________________

Title: ________________________                    Title: ___________________

Date:  ________________________                    Date:  ___________________



American Express Financial Advisors Inc.             Broker Dealer Name
Distributor                                          Broker-Dealer


By: __________________________                     By: ______________________

Title: _______________________                     Title: ___________________

Date:  _______________________                     Date: ____________________



Affiliate Name                                   Affiliate Name
Affiliated Agency                                Affiliated Agency

By: ___________________________                   By: _______________________

Title: ________________________                   Title: ____________________

Date:  ________________________                   Date: _____________________



<PAGE>
                                    EXHIBIT A
 Agency and Affiliated Agencies, Authorized States, Product Description
                             and Premium Remittance


Effective Date of Agreement:  Effective Date of Agreement

SUMMARY:

This Exhibit is intended to summarize the  Authorized  Selling Firm's Agency and
its affiliated insurance agencies, the states in which the Agency and Affiliated
Agencies holds an insurance license to sell Product, the Product Description and
the method of Premium remittance.

<TABLE>
<CAPTION>
<S>                              <C>                            <C>                                     <C>
- ---------------------------------------------------------------- ------------------------------------------------ ---------------
 Agency or Affiliated Agencies     Authorized States of Agency         Product Description                 Remittance of Premiums
                                      or Affiliated Agencies     (See Product Exhibits to identify states     (See Section 4.5)
                                                                      where product is available)
- -------------------------------------------------------------------------------------------------------- ------------------------
- -------------------------------------------------------------------------------------------------------- ------------------------

          Agency                     States of Approval for               Name of Product                 Premium Remittance
                                          Agency
    Affiliated Agencies
                                      States of Approval for
                                       Affiliated Agency
- -------------------------------------------------------------------------------------------------------- ------------------------
</TABLE>

Effective Revision Date:  Effective Date of Revision
Purpose of Revision:      Purpose of Revision





April 25, 2000

American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534


RE:      American Enterprise Variable Life Account
         Post-Effective Amendment No.1
         Flexible Premium Variable Life Insurance Policy
         (333-84121/811-09515)

Ladies and Gentlemen:

I am familiar with the  establishment of the American  Enterprise  Variable Life
Account  ("Account"),  which is a separate  account of American  Enterprise Life
Insurance  Company  ("Company")  established by the Company's Board of Directors
according  to   applicable   insurance   law.  I  also  am  familiar   with  the
above-referenced  Registration  Statement  filed by the Company on behalf of the
Account with the Securities and Exchange Commission.

I have made such  examination  of law and examined such documents and records as
in my judgment are necessary and  appropriate to enable me to give the following
opinion:

1.   The Company is duly  incorporated,  validly  existing and in good  standing
     under applicable state law and is duly licensed or qualified to do business
     in each  jurisdiction  where it  transacts  business.  The  Company has all
     corporate  powers  required  to carry  on its  business  and to  issue  the
     contracts.

2.   The Account is validly created and existing separate account of the Company
     and is duly authorized to issue the securities registered.

3.   The  contracts  issued by the Company,  when offered and sold in accordance
     with  the  prospectus  contained  in  the  Registration  Statement  and  in
     compliance  with  applicable  law,  will be legally  issued  and  represent
     binding obligations of the Company in accordance with their terms.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.



/s/  Mary Ellyn Minenko
     Mary Ellyn Minenko
     Vice President, Group Counsel and Assistant Secretary






April 24, 2000

American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534


Ladies and Gentlemen:

This opinion is furnished in connection with the Post-Effective  Amendment No. 1
(Amendment) by American  Enterprise Life Insurance Company for the filing of the
American Express Signature  Variable Universal Life, a flexible premium variable
life insurance  policy ("the SIG-VUL  Policy"),  File No.  333-84121,  under the
Securities  Act of 1933.  The  prospectus  included on Form S-6 in the Amendment
describes  the SIG-VUL  Policy.  I am  familiar  with the  SIG-VUL  Policy,  the
Amendment and the exhibits  thereto.  In my opinion,  the illustrations of Death
Benefits,  Policy  Values and  Surrender  Values  included in the section of the
prospectus  entitled  "Illustrations",  under  the  assumptions  stated  in that
sections are consistent with the provisions of the SIG-VUL Policy.

I hereby  consent to the use of this  opinion as an exhibit to the  registration
statement  and to the  reference to my name under the heading  "Experts" in this
prospectus.



Very Truly Yours,


/s/  Mark Gorham
     Mark Gorham, F.S.A., M.A.A.A.
     Actuarial Director - Insurance Product Development






                               CONSENT OF ACTUARY

The Board of Directors
American Enterprise Life Insurance Company


I consent to the  reference to me under the caption  "Experts" and to the use of
my opinion dated April 24, 2000 on the Illustrations used by American Enterprise
Life Insurance  Company in the Prospectus for the filing of the American Express
Signature  Variable  Universal Life, a flexible  premium variable life insurance
policy ("the SIG-VUL  Policy")  offered by American  Enterprise  Life  Insurance
Company as part of the  Post-Effective  Amendment  No. 1,  (Form  S-6,  File No.
333-84121,) being filed under the Securities Act of 1933.



/s/    Mark Gorham
       Mark Gorham, F.S.A., M.A.A.A.
       Actuarial Director - Insurance Product Development


Minneapolis, Minnesota
April 24, 2000





                         CONSENT OF INDEPENDENT AUDITORS



We consent to the  reference to our firm under the caption  "Experts" and to the
use of  our  report  dated  February  3,  2000  with  respect  to the  financial
statements  of  American   Enterprise  Life  Insurance   Company,   included  in
Post-Effective  Amendment  No. 1 to the  Registration  Statement  (Form S-6, No.
333-84121) and related  Prospectus for the  registration of the American Express
Signature  Variable Universal Life Insurance Policies (SIG-VUL) to be offered by
American Enterprise Life Insurance Company.

                                                       /s/  Ernst & Young LLP

      ERNST & YOUNG LLP
      Minneapolis, Minnesota
      April 24, 2000





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission