Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
RE: Midland National Life Separate Account A
Commissioners:
Enclosed for filing under the Securities Act of 1933 and the Investment
Company Act of 1940 (the "1940 Act") please find a copy of a
registration
statement on Form S-6, registering a new class of variable insurance
policies under the 1933 act. In addition, an amended registration state-
ment under the 1940 Act of Form N-8B-2 for Midland National Life
Separate
Account A has been filed via EDGAR. Finally, a check, in the amount
of $500 in payment of the filing fees required to be paid pursuant to
Rule 24f-2 under the 1940 Act has been remitted.
The Midland National Life Separate Account A ("Separate Account")
has
previously registered as a unit investment trust under the Investment
Company Act of 1940 (File Number 811-5271) in connection with
other
variable life insurance products.
Midland National Life Insurance Company and the Separate Account
are
relying on Rule 6e-3(T) under the Investment Company Act of 1940,
and
no additional exemptive relief is required. Therefore, this filing is
complete as is.
If you have any questions about this filing, please contact me at
605-335-5700.
Sincerely,
Paul M. Phalen, CLU, FLMI
Compliance Officer
Midland National Life Insurance Company
One Midland Plaza
Sioux Falls, SD 57193
<PAGE>
As filed with the Securities and Exchange Commission on October ,
1996
Registration No. 333-
811-5271
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-6
--------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
MIDLAND NATIONAL LIFE SEPARATE ACCOUNT A
________________________________________
(Exact Name of Trust)
MIDLAND NATIONAL LIFE INSURANCE COMPANY
(Name of Depositor)
One Midland Plaza
Sioux Falls, SD 57193
(Address of Principal Executive Office)
_________________________
Jack L. Briggs, Vice President, Secretary and General Counsel
Midland National Life Insurance Company
One Midland Plaza
Sioux Falls, SD 57193
(Name and Address of Agent for Service of Process)
Copy to:
Frederick R. Bellamy
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404
Approximate date of proposed public offering:
As soon as practicable after effectiveness of the Registration Statement.
An indefinite amount of securities is being registered pursuant to Rule
24f-2 under the Investment Company Act of 1940. A filing fee of $500
is
paid herewith.
- ------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date
or
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), shall determine.
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption in Prospective
1. Cover Page
2. Cover Page
3. Not Applicable
4. Midland's Sales And Other Agreements
5. Midland National Life Insurance Company; Our
Separate
Account And Its Investment Divisions
6. Our Separate Account And Its Investment Divisions
7. Not Applicable
8. Not Applicable
9. Legal Proceedings
10. Summary; Our Separate Account And Its Investment
Divisions; Your Right To Examine The Policy;
Withdrawing Money From Your Contract Fund;
Surrendering Your Policy for Its Net Cash Surrender
Value; Death Benefits; The Fund; Transfers Of
Contract Fund Value Among Investment Divisions;
Your
Policy May Lapse; You May Reinstate Your Policy;
Right To Change How We Operate Our Separate
Account; Flexible Premium Payments; Maturity
Benefits; Your Contract Fund Value; Borrowing From
Your Payment Options; Additional Benefits May Be
Available
11. Summary; The Funds; Investment Policies Of The
Funds'
Portfolios
12. Summary; The Funds
13. Summary; Deductions And Charges
14. Summary; Policy Periods, Anniversaries
15. Summary; Flexible Premium Payments
16. Our Separate Account Investment Choices
17. Summary; Withdrawing Money From Your Contract
Fund;
Surrendering Your Policy For Its Net Cash
Surrender Value; Your Right To Examine The Policy
18. The Funds; Flexible Premium Payments
19. Our Reports To Contractowners; Separate Account
Voting
Rights
20. Not Applicable
21. Borrowing From Your Contract Fund; How To
Request A
Loan; Policy Loan Interest; When Interest Is Due;
Repaying The Loan; The Effects Of A Policy Loan On
Your Contract Fund
22. Not Applicable
23. Additional Information
24. Limits On Our Right To Challenge The Policy
25. Midland National Life Insurance Company
26. Not Applicable
27. Midland National Life Insurance Company
28. Management Of Midland
29. Our Parent
<PAGE>
30. Not Applicable
31. Not Applicable
32. Not Applicable
33. Not Applicable
34. Not Applicable
35. Midland's Sales And Other Agreements
36. Not Applicable
37. Not Applicable
38. Midland's Sales And Other Agreements
39. Midland's Sales And Other Agreements
40. Not Applicable
41. Midland's Sales And Other Agreements
42. Not Applicable
43. Not Applicable
44. Flexible Premium Payments
45. Not Applicable
46. Withdrawing Money From Your Contract Fund;
Surrendering Your Policy For Its Net Cash Surrender
Value
47. The Funds
48. Not Applicable
49. Not Applicable
50. We Own The Assets Of Our Separate Account
51. Cover Page; Summary; Death Benefits; Deductions
And
Charges; Your Beneficiary
52. The Funds
53. Not Applicable
54. Not Applicable
55. Not Applicable
56. Not Applicable
57. Not Applicable
58. Not Applicable
59. Financial Statements
<PAGE>
Flexible Premium Variable Life Insurance Contract
(Variable Executive Universal Life)
Issued By:
Midland National Life Insurance Company
One Midland Plaza Sioux Falls, SD 57193 (605) 335-5700
This prospectus describes Variable Executive Universal Life, an
individual
flexible premium variable life insurance contract issued by Midland
National
Life Insurance Company (Midland). We have designed Variable
Executive
Universal Life to provide insurance coverage with flexibility in death
benefits
and premiums. Variable Executive Universal Life can also provide
substantial
cash build-up.
This prospectus generally describes only the variable portion of the
Contract,
except where the General Account is specifically mentioned.
Variable Executive Universal Life pays a death benefit if the Insured
Person
dies while the contract is still in effect. You may choose Option 1, a
fixed
death benefit that equals the Specified Amount, or Option 2, a variable
death
benefit that equals the Specified Amount plus the value of your
Contract Fund.
A death benefit equal to a percentage of the Contract Fund on the day
the
Insured Person dies will be paid if that benefit would be greater.
You may borrow against Your contract, withdraw part of the Net Cash
Surrender Value, or completely surrender Your contract for its Net
Cash
Surrender Value.
After the sales charge, a premium tax charge and any per premium
expense
charge is deducted, Your net premiums are put in Your Contract Fund.
You
may allocate Your Contract Fund to Our General Account or to one or
more of
the investment divisions of Our Separate Account A.
We invest each of the investment divisions of Our Separate Account in
shares
of a corresponding portfolio of the Variable Insurance Products Fund or
Variable Insurance Products Fund II (collectively called the "Funds"),
mutual
funds with a choice of portfolios.
The prospectus for the Funds, which accompanies this prospectus,
describes
the investment objectives, policies, and risks of the Funds' portfolios
associated
with the ten divisions of Our Separate Account: the Money Market
Portfolio,
the High Income Portfolio, the Equity-Income Portfolio, the Growth
Portfolio,
the Overseas Portfolio, the Asset Manager Portfolio, the Investment
Grade
Bond Portfolio, Contrafund Portfolio, Asset Manager:Growth Portfolio,
and
the Index 500 Portfolio. An investment in the portfolios, including the
Money
Market Portfolio, is neither insured nor guaranteed by the U.S.
Government,
and there is no assurance that the Money Market Portfolio will be able
to
maintain a stable net asset value.
You bear the investment risk of this contract for all amounts allocated
to Our
Separate Account A. To the extent that Your Contract Fund is in
Separate
Account A, the value of Your Contract Fund will vary with the
investment
performance of the corresponding portfolios of the Funds; there is no
minimum
guaranteed cash value for amounts allocated to the investment divisions
of Our
Separate Account. Your Contract Fund will also reflect deductions for
the cost
of insurance and expenses and increases for additional premium
payments.
You may incur a Surrender Charge if You surrender Your contract or
allow it
to lapse.
After the first premium, You may decide how much Your premium
payments
will be and how often You wish to make them, within limits. You may
also
increase or decrease the amount of insurance protection, within limits.
Depending on the amount of premiums paid, this may or may not be a
modified endowment contract. If it is a modified endowment contract,
loans
and withdrawals may result in more adverse tax consequences than
would
apply if the contract was not a modified endowment contract.
You have a limited right to examine this contract and return it to Us for
a
refund.
Replacing your existing insurance or, if You already own a flexible
premium
variable insurance contract, acquiring additional insurance through the
contract
described in this prospectus, may not be to your advantage.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR
HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS
A CRIMINAL OFFENSE.
PLEASE READ THIS PROSPECTUS FOR DETAILS ON THE
CONTRACT
BEING OFFERED TO YOU, AND KEEP IT FOR FUTURE
REFERENCE.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY
A
CURRENT PROSPECTUS FOR VARIABLE INSURANCE
PRODUCTS
FUND AND VARIABLE INSURANCE PRODUCTS FUND II.
The date of this prospectus is.
Table of Contents
Definitions
PART 1: SUMMARY
DEDUCTIONS AND CHARGES
PART 2: DETAILED INFORMATION ABOUT VARIABLE
EXECUTIVE
UNIVERSAL LIFE
THE COMPANY THAT ISSUES VARIABLE UNIVERSAL
EXECUTIVE
LIFE
Midland National Life Insurance Company
Our Parent
THE FEATURES OF VARIABLE EXECUTIVE UNIVERSAL LIFE
How Variable Executive Universal Life Differs From Whole Life
Insurance
Death Benefits
Maturity Benefit
Changes In Variable Executive Universal Life
Changing Your Death Benefit Option
When Contract Changes Go Into Effect
Flexible Premium Payments
Premium Provisions For The First Five Years
Premium Provisions Beyond The Fifth Year
Allocation of Premiums
Additional Benefits May Be Available
SEPARATE ACCOUNT INVESTMENT CHOICES
Our Separate Account And Its Investment Divisions
The Funds
Investment Policies Of The Funds' Portfolios
We Own The Assets Of Our Separate Account
Our Right To Change How We Operate Our Separate Account
DEDUCTIONS AND CHARGES
Charges Against The Separate Account
Charges In The Funds
Deductions From Your Premiums
Deductions From Your Contract Fund
Other Transaction Charges
How Contract Fund Charges Are Allocated
Surrender Charge
YOUR CONTRACT FUND VALUE
Amounts In Our Separate Account
How We Determine The Accumulation Unit Value
CONTRACT FUND TRANSACTIONS
Changing Your Premium And Deduction Allocation Percentages
Transfers Of Contract Fund Value
Dollar Cost Averaging.
Borrowing From Your Contract Fund
How To Request A Loan
Contract Loan Interest
When Interest Is Due
Repaying The Loan
The Effects Of A Contract Loan On Your Contract Fund
Your Contract May Lapse
Withdrawing Money From Your Contract Fund
Withdrawal Charges
The Effects Of A Partial Withdrawal
Surrendering Your Contract For Its Net Cash Surrender Value
THE GENERAL ACCOUNT
Amounts In The General Account
Adding Interest To Your Amounts In The General Account
Transfers
ADDITIONAL INFORMATION ABOUT VARIABLE EXECUTIVE
UNIVERSAL LIFE
Your Right To Examine The Contract
Your Contract Can Lapse
You May Reinstate Your Contract
Contract Periods, Anniversaries
Application for Insurance
Maturity Date
TAX EFFECTS
Contract Proceeds
Possible Charge for Midland's Taxes
Other Tax Considerations
PART 3: ADDITIONAL INFORMATION
YOUR VOTING RIGHTS AS AN OWNER
Fund Voting Rights
How We Determine Your Voting Shares
Voting Privileges Of Participants In Other Companies
OUR REPORTS TO CONTRACTOWNERS
LIMITS ON OUR RIGHT TO CHALLENGE THE CONTRACT
YOUR PAYMENT OPTIONS
YOUR BENEFICIARY
ASSIGNING YOUR CONTRACT
WHEN WE PAY PROCEEDS FROM THIS CONTRACT
DIVIDENDS
MIDLAND'S SALES AND OTHER AGREEMENTS
Sales Agreements
REGULATION
DISCOUNT FOR MIDLAND EMPLOYEES
LEGAL MATTERS
LEGAL PROCEEDINGS
FINANCIAL AND ACTUARIAL
ADDITIONAL INFORMATION
Management of Midland
Appendix
Financial Statements
Definitions
Accumulation Unit means the units credited to each investment
division in the
Separate Account.
Age means the age of the Insured Person on his/her birthday which
immediately precedes the Contract Date.
Attained Age means the age of the Insured Person on his/her birthday
preceding a Contract Anniversary date.
Beneficiary means the person or persons to whom the contract's death
benefit is
paid when the Insured Person dies.
Business Day means any day We are open and the New York Stock
Exchange
is open for trading.
Contract Fund means the total amount of monies in Our Separate
Account A
attributable to Your in force contract. It also includes monies in our
General
Account for Your contract.
Cash Surrender Value means the Contract Fund on the date of
surrender, less
any Surrender Charges.
Contract Date means the date from which Contract Anniversaries and
Contract
Years are determined.
Contract Month means a month that starts on a Monthly Anniversary
and ends
on the following Monthly Anniversary.
Contract Year means a year that starts on the Contract Date or on each
anniversary thereafter.
Death Benefit means the amount payable under Your contract when the
Insured
Person dies.
Funds mean the mutual funds available for investment by Separate
Account A
on the Contract Date or as later changed by us. The Funds available as
of the
date of the prospectus are the Variable Insurance Products Fund and the
Variable Insurance Products Fund II.
Home Office means where You write to Us to pay premiums or take
other
action, such as transfers between investment divisions, changes in
Specified
Amount, or other such action regarding Your contract. The address is:
Midland National Life Insurance Company
One Midland Plaza
Sioux Falls, SD 57193
In Force means the Insured Person's life remains insured under the
terms of the
contract.
Insured Person means the person whose life is insured by the contract.
Investment Division means a division of Separate Account A which
invests
exclusively in the shares of a specified Portfolio of the Fund.
Maturity Date initially set at the date on which the Insured Person
reaches
Attained Age 100. However, this date may be extended if doing so will
not
result in adverse tax consequences.
Monthly Anniversary means the day of each month that has the same
numerical
date as the Contract Date.
Net Cash Surrender Value means the Cash Surrender Value less any
outstanding contract loan.
Net Premium means the premium paid less any deduction for premium
taxes,
less any deduction for the sales charge and less any per premium
expenses.
Record Date means the date the contract is recorded on Our books as an
In
Force contract.
Separate Account means Our Separate Account A which receives and
invests
Your net premiums under the contract.
Specified Amount means the face amount of the contract which is the
minimum death benefit payable under the contract.
Surrender Charges means a charge made only upon surrender of the
contract. It
includes a charge for sales related expenses and issue related expenses.
PART 1: SUMMARY
In this prospectus "We", "Our", and "Us" mean Midland National Life
Insurance Company.
"You" and "Your" mean the owner of the contract. We refer to the
person who
is covered by the contract as the "Insured Person", because the Insured
Person
and the Owner may not be the same.
The following summary is qualified in its entirety by the detailed
information
appearing later in this prospectus. This summary must be read in
conjunction
with that detailed information. Unless otherwise indicated, the
description of
the contract in this prospectus assumes that the contract is in force and
that
there is no outstanding contract loan.
FEATURES OF VARIABLE EXECUTIVE UNIVERSAL LIFE
Insurance Benefit Options
Variable Executive Universal Life offers insurance on the life of the
Insured
Person. We will pay a death benefit when the Insured dies while the
contract is
in force. We pay a maturity benefit in lieu of a death benefit when the
Insured
Person reaches the Maturity Date. Two death benefit options are
available:
The Option 1 death benefit equals the Specified Amount of the
insurance
contract.
The Option 2 death benefit equals the Specified Amount of the
contract, plus
the value of the Contract Fund.
Provisions in the Federal tax law may require the benefit to be even
greater. A
death benefit equal to a percentage multiple of the Contract Fund on the
day
the Insured Person dies will be paid if that benefit would be greater. See
"Death
Benefits" on page 7.
We will deduct any outstanding loans or unpaid charges before paying
any
benefits. Proceeds may be paid in a lump sum or under a variety of
payment
plans. The length of time Your contract will remain in force depends on
the
amount of Your Net Cash Surrender Value and, during the first five
years, the
amount of premiums You have paid.
The minimum Specified Amount is $150,000.
Your Contract Fund
Your Contract Fund is established after We receive Your first premium
payment. After We deduct the sales charge, a premium tax charge and
any per
premium expenses from Your premiums, We put the balance into Your
Contract Fund.
Your Contract Fund reflects the amount and frequency of premium
payments,
deductions for the cost of insurance and expense charges, the
investment
experience of amounts allocated to Our Separate Account, interest
earned on
amounts allocated to the General Account, loans, and partial
withdrawals. You
bear the investment risk under Variable Executive Universal Life as the
value
of Your Contract Fund will vary according to the investment experience
of the
divisions of Our Separate Account You have selected. There is no
minimum
guaranteed Contract Fund value with respect to any amounts allocated
to the
Separate Account. See "YOUR CONTRACT FUND VALUE" on page
16.
Contract Changes
You may change the death benefit option You have chosen. You may
also
increase or decrease the Specified Amount of Your contract, within
limits.
Flexible Premium Payments
You may pay premiums whenever You want, in whatever amount You
want,
within certain limits. We require an initial minimum premium based on
the age
and sex of the Insured Person and the Specified Amount of the contract.
You will also choose a planned periodic premium. You need not pay
premiums
of any set amount or according to the planned schedule or any other set
schedule, but You may have to make additional premium payments to
keep
Your contract in force because payment of the planned premiums does
not
ensure that Your contract will remain in force. However, You have the
option
of ensuring that Your contract stays in force for the first five years by
paying
premiums equal to the accumulated minimum premium amounts.
Beyond the
fifth year, additional premiums may be required to keep the contract in
force.
See "Flexible Premium Payments" on page 9.
Additional Benefits May Be Available
You may choose to include additional benefits in the contract by rider.
These
benefits may include an accidental death benefit, life insurance for
additional
insured persons, life insurance for children, family life insurance
coverage, a
monthly disability benefit, a disability waiver benefit to waive the cost
of
monthly deductions, and an accelerated death benefit in the event of a
terminal
illness. Any cost of additional benefits will be deducted monthly from
Your
Contract Fund. See "Additional Benefits May Be Available" on page
10.
INVESTMENT CHOICES OF VARIABLE EXECUTIVE
UNIVERSAL LIFE
You may allocate amounts in Your Contract Fund to either our General
Account, which pays interest at a declared rate, or any one or more of
the
investment divisions of Our Separate Account. Each of these
investment
divisions invests in shares of a corresponding portfolio of the Variable
Insurance Products Fund or the Variable Insurance Products Fund II,
"series"
type mutual funds. The portfolios have different investment objectives.
Fidelity
Management & Research Company receives fees from each portfolio
for
providing investment management services. These fees are taken
monthly in
proportion to the average daily net assets of each portfolio throughout
the
month.
For a full description of the Funds, see the Funds' prospectus, which
accompanies this prospectus. See "The Funds" on page 11. The current
investment divisions which invest in Portfolios of the Variable
Insurance
Products Fund are:
Money Market Portfolio
High Income Portfolio
Equity-Income Portfolio
Growth Portfolio
Overseas Portfolio
The current investment divisions which invest in Portfolios of the
Variable
Insurance Products Fund II are:
Asset Manager Portfolio
Investment Grade Bond Portfolio
Contrafund Portfolio
Asset Manager: Growth Portfolio
Index 500 Portfolio
Each portfolio charges a different investment advisory fee. The fee for
the
Money Market Portfolio is the sum of a group fee rate based on the
average net
assets of all mutual funds advised by Fidelity, an individual fund fee
rate of
.03%, and an income component of 6% of the Portfolio's gross income
in
excess of a 5% annual yield. The fee for the High Income Portfolio and
Investment Grade Bond Portfolio is the sum of a group component
based on
assets under management for all the Fidelity funds, .16% as of
December,
1995, and individual components of .45% and .30%, respectively. The
Equity-
Income, Growth, Overseas, Contrafund, Asset Manager: Growth and
Asset
Manager Portfolios' fees are made up of a group component, .32% as of
December, 1995 and individual components of .20%, .30%, .45%,
.30%, .40%
and .40% respectively. The fee for the Index 500 Portfolio will be
.28%. These
charges are reflected in the net asset value of each Portfolio.
See "Investment Policies Of The Funds' Portfolios" on page 11,
"Charges In
The Funds" on page 13, and "THE GENERAL ACCOUNT" on page
20.
DEDUCTIONS AND CHARGES
Deductions From Your Premiums
We deduct a sales charge of 2.50% from each premium payment. This
charge
is to partially reimburse Us for the cost incurred in selling and
distributing this
contract. A charge for any applicable premium taxes is deducted from
each
premium payment. The current premium tax We take is 2.5%. We may
increase this charge at any time if Our premium tax expenses increase.
We
reserve the right to vary this charge by state.
A charge of $.46 is also deducted from each premium payment if you
have
elected to pay premiums by Civil Service Allotment. We do not expect
to
profit from this charge. See "Deductions From Your Premiums" on
page 14.
Deductions From Your Contract Fund
Certain amounts are deducted from Your Contract Fund each month.
These
are:
an expense charge of $6.00 each month (currently We plan to make this
deduction for the first 15 years only). This charge is intended to
reimburse Us
for costs incurred in maintaining Your contract, and We do not expect
to profit
from this charge.
a cost of insurance charge, which is based on the Insured Person's
attained age
and sex, risk class, and the amount of insurance You are buying, and
a charge for additional benefits, if any.
We guarantee that the insurance deductions from Your Contract Fund
will
never be more than the maximum amounts shown in Your contract.
In addition, We make charges when You:
make a partial withdrawal of Net Cash Surrender Value more than once
in a
contract year.
make more than twelve transfers a year between investment divisions.
On a
current basis an unlimited number of transfers are allowed without a
charge.
See "Deductions From Your Contract Fund" on page 14.
Deductions From The Separate Account
We make a charge at an effective annual rate of 0.90% of the value of
the
assets of Our Separate Account for certain mortality and expense risks
We
assume. On a current basis, We intend to reduce this charge to 0.50%
after the
tenth Contract Year. See "Charges Against The Separate Account" on
page 13.
Surrender Charges
The Surrender Charge is made up of two pieces: The Deferred Sales
Charge
and the Deferred Issue Charge. The Deferred Sales Charge is to
partially
reimburse Us for the cost We incur in selling and distributing this
contract. The
Deferred Issue Charge is to reimburse Us for underwriting and other
costs We
have when We issue the contract. We do not expect to profit from these
charges.
During the first 12 years, We will subtract a Surrender Charge from
Your
Contract Fund if You give up Your contract for its Net Cash Surrender
Value,
or let Your contract lapse at the end of a grace period.
The Deferred Sales Charge is based on the premiums You have paid:
27.5% of any premium payment in the first two contract years up to one
guideline annual premium.
6.5% of all other premium payments.
This sum cannot exceed 6.5% times the guideline annual premium
times the
lesser of 20 or the Insured Person's life expectancy. The sum is
multiplied by a
percentage - 100% for the first seven years, decreasing to 0% after the
twelfth
year. The amount of the Deferred Sales Charge You pay depends on the
amount of premiums You pay, when You pay Your premiums and
when You
surrender or lapse Your contract. You will not incur any Deferred Sales
Charge, regardless of the amount and timing of premiums if You keep
this
contract in force for twelve years.
The Deferred Issue Charge is a fixed schedule per thousand dollars of
Specified Amount starting at $3.00 per thousand for the first seven
years,
decreasing to zero after the twelfth year. This discussion of the
Deferred Sales
Charge and the Deferred Issue Charge assumes no changes in Specified
Amount. See "Surrender Charge" on page 15.
USING YOUR CONTRACT FUND
Transfers
You may transfer amounts in Your Contract Fund between the General
Account and the investment divisions of the Separate Account, and
among the
investment divisions of the Separate Account. Transfers take effect on
the date
We receive Your request. We require minimum amounts for each
transfer,
usually $200. Currently, We allow unlimited transfers without a charge.
However, We reserve the right to assess a $25 charge after the twelfth
transfer
in a Contract Year. There are other limitations on transfers to and from
the
General Account. See "Transfers Of Contract Fund Value" on page 17.
Borrowing Against Your Contract
You may borrow a total amount up to 92% of the Cash Surrender
Value, using
Your contract as security for the loan. A minimum loan amount, usually
$200,
will be stated in Your contract. Contract loan interest accrues daily at a
rate
adjusted annually. See "Borrowing From Your Contract Fund" on page
18.
Contract loan interest is not deductible on Contracts owned by an
individual.
It should be noted, however, that loans taken from, or secured by, a
contract
may have Federal tax consequences. See "TAX EFFECTS" on Page 21.
Withdrawing Cash From Your Contract Fund
You may make a partial withdrawal from Your Contract Fund. The
current
minimum for Your withdrawal is $200. The maximum withdrawal You
can
make is 50% of the Net Cash Surrender Value. Your withdrawal is
subject to
certain other requirements. A charge (currently $25 or 2 percent of the
amount
withdrawn, whichever is less) will be deducted from Your Contract
Fund if
You make more than one withdrawal in a Contract Year. See
"Withdrawing
Money From Your Contract Fund" on page 19. Withdrawals and
Surrenders
may have adverse tax consequences. See "TAX EFFECTS" on page 21.
Surrendering Your Contract
Variable Executive Universal Life has a Cash Surrender Value, which
is the
difference between the value of Your Contract Fund and any Surrender
Charge
which applies during the first 12 Contract Years. If You surrender the
contract
for cash, We will pay You the Net Cash Surrender Value, which is the
Cash
Surrender Value less any outstanding loan and loan interest due. See
"Surrendering Your Contract For Its Net Cash Surrender Value" on
page 19.
ADDITIONAL INFORMATION ABOUT VARIABLE EXECUTIVE
UNIVERSAL LIFE
Your Right To Examine This Contract
You have a right to examine the contract and, if You wish, return it to
Us.
Your request must be postmarked by the latest of:
10 days after You receive Your contract.
10 days after We mail You a notice of this right, or
45 days after You signed the application for the contract.
When You return your contract, We will return the sum of all charges
deducted
from premiums paid, from the Separate Account, and from the Contract
Fund,
plus the Contract Fund. Charges deducted in the Funds are not returned.
See "Your Right To Examine The Contract" on page 20.
Tax Effects of Variable Executive Universal Life
With respect to a contract that is issued on the basis of a standard rate
class,
Midland believes such a contract should meet the definition of a life
insurance
contract for Federal income tax purposes. As for a contract that is
issued on a
substandard basis, it is not clear whether or not such a contract would
qualify
as a life insurance contract for Federal tax purposes, particularly if the
owner of
such a contract pays the full amount of premiums permitted under the
contract.
If it is subsequently determined that a contract does not satisfy section
7702 of
the Internal Revenue code (which defines life insurance for tax
purposes),
Midland will take appropriate and reasonable steps to attempt to cause
such a
contract to comply with section 7702.
Assuming that a contract qualifies as a life insurance contract for
Federal
income tax purposes, the death benefit paid to the beneficiary of this
contract is
not subject to federal income tax. In addition, under current federal tax
law,
You do not have to pay income tax on any earnings in Your Contract
Fund as
long as they remain in Your Contract Fund. A contract may be treated
as a
"modified endowment contract" depending upon the amount of
premiums paid
in relation to the death benefit. If the contract is a modified endowment
contract, then all pre-death distributions, including contract loans, will
be
treated first as a distribution of taxable income and then as a return of
investment in the contract. In addition, prior to age 59 1/2 any such
distributions generally will be subject to a 10% penalty tax.
If the contract is not a modified endowment contract, distributions
generally
will be treated first as a return of investment in the contract and then as
disbursing taxable income. Moreover, loans will not be treated as
distributions.
Finally, neither distributions nor loans from a contract that is not a
modified
endowment contract are subject to the 10% penalty tax. See "TAX
EFFECTS"
on page 21.
Your Contract Can Lapse
During the first five Contract Years, this contract will remain in force
unless
the Net Cash Surrender Value is insufficient to pay monthly charges
and You
fail to meet certain minimum premium requirements which apply.
Beyond the
first five years, this contract will remain in force as long as the Net
Cash
Surrender Value is sufficient to pay monthly charges. See "Your
Contract May
Lapse" on page 19.
Illustrations
Sample projections of hypothetical Death Benefits and Cash Surrender
Values
are included starting at page 29 of this prospectus. These are only
hypothetical
figures and are not indications of either past or anticipated future
investment
performance. However, these projections of hypothetical values may be
helpful
in understanding the long-term effects of different levels of investment
performance and the charges and deductions, and also in comparing this
contract to other life insurance contracts. These projections also show
the value
of premiums accumulated with interest and indicate that if the contract
is
surrendered in the early contract years, the Net Cash Surrender Value
may be
low compared to premiums accumulated at interest. This reflects the
cost of
insurance protection and other charges, and demonstrates that this
contract
should not be purchased as a short-term investment.
Performance
Performance information for the investment divisions may appear in
reports
and advertising to current and prospective Owners. The performance
information is based on historical investment experience of the
investment
division and the Funds and does not indicate or represent future
performance.
Total return quotations reflect changes in Fund share price, the
automatic
reinvestment by the Separate Account of all distributions and the
deduction of
the Mortality and Expense Risk charge. The quotations will not reflect
deductions from premiums (the sales charge, premium tax charge, and
any per
premium expense charge), the monthly deduction from the Contract
Fund (the
expense charge, the cost of insurance charge, and any charges for
additional
benefits), the Surrender Charge, or other transaction charges. Therefore,
these
returns do not show how actual investment performance will affect
Contract
benefits.
A cumulative total return reflects performance over a stated period of
time. An
average annual total return reflects the hypothetical annually
compounded
return that would have produced the same cumulative total return if the
performance had been constant over the entire period. Because average
annual
total returns tend to smooth out variations in an investment division's
returns,
You should recognize that they are not the same as actual year-by-year
results.
Midland may also advertise performance figures for the investment
divisions
based on the performance of a Portfolio prior to the time the Separate
Account
commenced operations.
Midland may also provide individual hypothetical illustrations of
Contract
Fund Value, Cash Surrender Value, and Death Benefit based on
historical
investment returns of the Funds. The illustrations will reflect the
deductions of
expenses in the Funds and the deduction of Contract charges, including
the
Mortality and Expense Risk Charge, the deductions from premiums, the
monthly deduction from the Contract Fund and the Surrender Charge.
The
illustrations do not indicate what contract benefits will be in the future.
PART 2: DETAILED INFORMATION
ABOUT VARIABLE EXECUTIVE
UNIVERSAL LIFE
THE COMPANY THAT ISSUES VARIABLE EXECUTIVE
UNIVERSAL
LIFE
Midland National Life Insurance Company
We are Midland National Life Insurance Company, a stock life
insurance
company. Midland was organized in 1906 in South Dakota as a mutual
life
insurance company at that time named "The Dakota Mutual Life
Insurance
Company". We were reincorporated as a stock life insurance company
in 1909.
Our name "Midland" was adopted in 1925. We are licensed to do
business in
49 states, the District of Columbia, and Puerto Rico.
Our Parent
Midland is a subsidiary of Sammons Enterprises, Inc., Dallas, Texas.
Sammons
has controlling or substantial stock interests in a large number of other
companies engaged in the areas of insurance, corporate services, and
industrial
distribution.
THE FEATURES OF VARIABLE EXECUTIVE UNIVERSAL LIFE
This prospectus describes Our regular Variable Executive Universal
Life
contract. There may be differences because of requirements of the state
where
Your contract is issued, which will be included in Your contract.
How Variable Executive Universal Life Differs From Whole Life
Insurance
Variable Executive Universal Life is designed to provide insurance
coverage
with flexibility in death benefits and premium payments. It is different
from
traditional whole life insurance in that You are not required to pay
scheduled
premiums and may, within limits, choose the amount and frequency of
premium payments. Variable Executive Universal Life also provides
for two
different types of insurance benefit options. You may switch back and
forth
between these options. Another feature of Variable Executive Universal
Life
which is not available under traditional whole life insurance is Your
ability to
increase or decrease the Specified Amount without purchasing a new
contract.
However, evidence of insurability may be required. The built-in
flexibilities of
Variable Executive Universal Life enable You to respond to changes in
lifestyle and take advantage of favorable financial conditions.
Death Benefits
We pay a benefit (net of indebtedness) to the beneficiary of this
contract when
the Insured Person dies. As the Owner, You may choose from two
death
benefit options: Option 1 and Option 2.
Option 1 provides a benefit that equals the Specified Amount of the
contract.
Except as described below, the Option 1 benefit is fixed. Owners who
prefer to
have insurance coverage that does not vary in amount and lower cost of
insurance charges should choose Option 1.
Option 2 provides a benefit that equals the Specified Amount of the
contract
plus the amount in Your Contract Fund on the day the Insured Person
dies.
Under Option 2, the value of the benefit is variable and fluctuates with
the
amount in Your Contract Fund. Owners who prefer to have investment
experience reflected in the amount of their insurance coverage should
choose
Option 2.
Under both options, a provision of the federal tax law may require a
greater
benefit than the option selected. This benefit is a corridor percentage
multiple
of the amount in Your Contract Fund. The corridor percentage declines
as the
Insured Person gets older. The benefit will be the amount in Your
Contract
Fund on the day the Insured Person dies times the percentage for the
attained
age (last birthday) at the beginning of the Contract Year of the Insured
Person's
death. The percentages are in the following table:
Table of Death Benefits
Based on Contract Fund Value
The Death The Death
Benefit Will Benefit Will
Be At Least Be At Least
If The Equal To If The Equal To
Insured This Percent Insured This Percent
Person's of The Person's of The
Age Is Contract Fund Age Is Contract Fund
0-40 250% 60 130%
41 243 61 128
42 236 62 126
43 229 63 124
44 222 64 122
45 215 65 120
46 209 66 119
47 203 67 118
48 197 68 117
49 191 69 116
50 185 70 115
51 178 71 113
52 171 72 111
53 164 73 109
54 157 74 107
55 150 75-90 105
56 146 91 104
57 142 92 103
58 138 93 102
59 134 94 101
95-99 100
These percentages are based on provisions of federal tax law which
require a
minimum death benefit in relation to cash value for Your contract to
qualify as
life insurance.
For example, assume the insured person is 55 years old and the
Specified
Amount is $100,000. Under Option 1, the death benefit will generally
be
$100,000. However, when the Contract Fund is greater than
$66,666.67, the
corridor percentage applies. In this case, age 55, the factor We multiply
with
the Contract Fund is 150 percent. If the Contract Fund was $70,000 the
death
benefit at that time would be $105,000.
Under Option 2, the death benefit is the Specified Amount, $100,000 in
the
example, plus the Contract Fund. If the contract on this 55-year-old
insured
person had a Contract Fund greater than $200,000, the corridor
percentage
applies.
Under either option, the length of time Your contract remains in force
depends
on the Net Cash Surrender Value of Your contract and, during the first
five
Contract Years, Your ability to meet the minimum premium
requirements.
Because the charges that maintain Your contract are deducted from
Your
Contract Fund, Your coverage will last as long as Your Net Cash
Surrender
Value (the amount in Your Contract Fund minus the Surrender Charge
and any
outstanding loan and loan interest) can cover these deductions.
However,
during the first five Contract Years, as long as You pay premiums more
than
the sum of monthly minimum premiums to that Contract Date, the
contract will
remain in force.
The investment experience of any amounts in the investment divisions
of Our
Separate Account and the interest earned on any amounts in the General
Account will affect the amount in Your Contract Fund. As a result, the
returns
from these investment options will affect the length of time Your
contract
remains in force.
The minimum Specified Amount at issue is $150,000. The maximum
issue age
is 80.
Maturity Benefit
If the Insured Person is still living on the Maturity Date, We will pay
You the
amount in the Contract Fund net of loans. This contract will then end.
Changes In Variable Executive Universal Life
Variable Executive Universal Life provides You the flexibility to
choose from
a variety of strategies, described in the sections that follow, which
enable You
to increase or decrease Your insurance protection.
A reduction in Specified Amount lessens emphasis on the contract's
insurance
coverage by reducing both the death benefit and the amount at risk (the
difference between Contract Fund and death benefit). The reduced
amount at
risk results in lower cost of insurance deductions from the Contract
Fund. A
partial withdrawal reduces the Contract Fund and death benefit, while
providing You with a cash payment, but does not reduce the amount at
risk.
Choosing not to make premium payments may have the effect of
reducing the
Contract Fund. Reducing the Contract Fund will, under Option 1,
increase the
amount at risk (and therefore increase the cost of insurance deductions)
while
leaving the death benefit unchanged; under Option 2, it will decrease
the death
benefit while leaving the amount at risk unchanged.
Increases in the Specified Amount emphasize insurance coverage by
increasing
both the death benefit and the amount at risk. Additional premium
payments
may increase the Contract Fund, which has the effect, under Option 1,
of
reducing the amount at risk while leaving the death benefit unchanged,
or
under Option 2, of increasing the death benefit while leaving the
amount at risk
unchanged.
Changing The Specified Amount of Insurance
Any time after Your contract is issued, You may change its Specified
Amount.
You may do this by sending a written request to Our Home Office. You
are
limited to two changes in Specified Amount each Contract Year. Any
change
will be subject to Our approval and the following conditions:
If You increase the Specified Amount, You must provide satisfactory
evidence
that the Insured Person is still insurable. Our current procedure, if the
Insured
Person has become a more expensive risk, is to charge higher cost of
insurance
charges for the additional amounts of insurance.
Any increase must be at least $25,000. Monthly deductions from Your
Contract Fund for the cost of insurance will increase, beginning on the
date the
increase in the Specified Amount takes effect. An increase in Specified
Amount will also result in an increase in Surrender Charges.
The rights to examine and exchange this contract which apply at issue
do not
apply to increases in Specified Amount.
If You reduce the Specified Amount You may not reduce it below the
minimum We require to issue this contract at the time of the reduction.
Monthly deductions from Your Contract Fund for the cost of insurance
will
decrease.
If You request a decrease in Specified Amount, it may be limited by
federal tax
law. In such a case, Your new death benefit will be Your Contract Fund
multiplied by the corridor percentage the federal tax law specifies for
the
Insured's age at the time of the change.
Our current procedure, if You request a Specified Amount decrease
when an
increased Specified Amount is at substandard (i.e., higher) risk charges
and the
original Specified Amount was at standard risk charges, is to first
decrease the
Specified Amount that is at substandard risk charges.
Changing Your Death Benefit Option
You may change Your death benefit option by sending a written request
to our
Home Office. We will require satisfactory evidence of the Insured
Person's
insurability to make this change.
If You change from Option 1 to Option 2, the Specified Amount will be
decreased by the amount in Your Contract Fund on the date of the
change. We
may not allow such a change if it would reduce the Specified Amount
below
the minimum We require to issue this contract at the time of the
reduction.
If You change from Option 2 to Option 1, the Specified Amount of
insurance
will be increased by the amount in the Contract Fund on the date of the
change.
These increases and decreases in Specified Amount are made so that
the
amount of the death benefit remains the same on the date of the change.
When
the death benefit remains the same, there is no change in the net amount
at risk,
which is the amount on which Your cost of insurance charges are
based.
When Contract Changes Go Into Effect
Any changes in the Specified Amount or death benefit option of Your
contract
will go into effect on the Monthly Anniversary following the date We
approve
Your request for the change. After Your request is approved, You will
receive
a written notice of the approval showing each change. You should
attach this
notice to Your contract. We may also ask You to return Your contract
to us at
our Home Office so that We can make a change.
In some cases, We may not approve a change You request because it
might
disqualify Your contract as life insurance under applicable federal tax
law. We
will send You a written notice of Our decision about making the
change.
Contract changes may have adverse tax consequences. See "TAX
EFFECTS"
on page 21.
Flexible Premium Payments
You may choose the amount and frequency of premium payments, as
long as
they are within the limits described below. You may specify the
frequency to
be on a quarterly, semi-annual or annual basis. Planned periodic
premiums may
also be monthly if paid by pre-authorized check or premiums may be
paid bi-
weekly if paid by Civil Service Allotment.
Even though Your premiums are flexible, the contract information page
of
Your contract will show a "planned" periodic premium. The planned
premium
is determined by You within limits set by Us when You apply for the
contract
and is not necessarily designed to equal the amount of premiums that
will keep
Your contract in effect. Planned premiums are generally the amount
You
decide You want to pay and You can change them at any time. Payment
of the
planned premiums does not guarantee that Your contract will stay in
force, so
additional premium payments may be necessary.
You must pay a minimum initial premium on or before the date on
which the
contract is delivered to You. The insurance will not go into effect until
We
receive this minimum initial premium. We determine the applicable
minimum
initial premium based on the age, sex, and premium class of the Insured
Person, the initial Specified Amount of the contract and any additional
benefits
selected. Your first premium payment may be by Your check or money
order
payable to Midland. Any additional premiums should be payable to
Midland
and should be sent directly to Our Home Office.
We will send You premium reminder notices based on Your planned
premium.
You may make the planned payment, skip the planned payment, or
change the
frequency or the amount of the payment. Generally, You may pay other
premiums at any time. Amounts must be at least $50 or may be $30
through a
monthly automatic payment plan.
You may send Us a premium payment that would cause Your contract
to cease
to qualify as life insurance under federal tax law. If so, We will notify
You and
return to You the portion of the premium that would cause the
disqualification.
Premium Provisions For The First Five Years
During the first five Contract Years, Your contract may be kept in force
by
meeting a minimum premium requirement. A monthly minimum
premium is
shown on the Contract Information page of Your contract. The
minimum
premium requirement will be satisfied if the sum of premiums You
have paid
less any loans or withdrawals you have taken exceeds a total equal to
the sum
of these monthly minimums had they been paid each month the contract
was In
Force.
If You stop paying premiums in the first five Contract Years, Your
contract
will continue in effect until both of two conditions are true: The Net
Cash
Surrender Value can no longer cover the monthly deductions from Your
Contract Fund for the benefits selected; and, the total premiums You
have paid
are less than the total monthly minimum premiums required to that
date.
Premium Provisions Beyond The Fifth Year
Beyond the fifth Contract Year, Your contract will lapse if the Net Cash
Surrender Value can no longer cover the monthly deductions from Your
Contract Fund for the benefits selected. You should note that Your
planned
premiums may not be sufficient to maintain Your contract because of
investment experience, contract changes, or other factors. Therefore,
premiums
in addition to the planned premiums may be necessary to keep Your
contract in
force.
Allocation of Premiums
Each net premium, except any premium received before the Record
Date, will
be allocated to Our Separate Account or General Account on the day
We
receive Your premium.
After the sales charge, the premium tax charge and any expense charges
are
deducted from each of Your premiums, the balance, called Your net
premium,
is put into Your Contract Fund. Net premiums may be allocated to Our
General
Account or to one or more of the investment divisions of Our Separate
Account according to the directions You provided on Your contract
application. These instructions will apply to any subsequent premiums
You pay
until You write to Our Home Office with new instructions. Allocation
percentages may be any whole number from 10 to 100, but the sum
must equal
100. You may choose not to allocate any premium to any particular
investment
division. See "THE GENERAL ACCOUNT" on page 20.
Any premium received before the Record Date will be held in the
General
Account from the day We receive it until the day after the Record Date
and will
earn interest during this period. When this period has expired, the
premium
received prior to the Record Date and any interest earned during the
period will
be allocated to the investment divisions of Our Separate Account and
the
General Account according to the instructions You have given Us.
Additional Benefits May Be Available
Your contract may include additional benefits. A charge will be
deducted from
Your Contract Fund monthly for certain additional benefits You
choose. You
may cancel these benefits at any time. More details will be included in
Your
contract if You choose any of these benefits. The following additional
benefits
are currently available:
Disability Waiver Benefit. With this benefit, We waive monthly
charges from
the Contract Fund if the Insured Person becomes totally disabled on or
after the
Insured Person's fifteenth birthday and the disability continues for six
months.
If the disability starts before the Contract Anniversary following the
Insured
Person's 65th birthday, We will waive monthly deductions for life as
long as
the disability continues.
Monthly Disability Benefit. With this benefit, We will pay into your
Contract
Fund an amount on Your Contract Information page. The benefit is
payable
when the Insured Person becomes totally disabled on or after the
Insured
Person's fifteenth birthday and the disability continues for six months.
Disability must start before the Contract Anniversary following the
Insured
Person's 65th birthday. The benefit will continue until the Insured
Person is age
65. If the amount of benefit paid into the Contract Fund exceeds the
amount
allowed by Federal Guidelines, the monthly benefit will be paid to the
Insured
Person.
Accidental Death Benefit. We will pay an additional benefit if the
Insured
Person dies from bodily injury that results from an accident, provided
the
Insured Person dies before the Contract Anniversary nearest his or her
70th
birthday.
Children's Insurance Rider. This benefit provides term life insurance on
the
lives of the Insured Person's children, including natural children,
stepchildren,
and legally adopted children, between the ages of 15 days and 21 years.
They
are covered only until the Insured Person reaches age 65 or the child
reaches
age 25.
Family Insurance Rider. This benefit provides term life insurance on
the
Insured Person's children as does the Children's Term Insurance. It also
provides decreasing term life insurance on the Insured's spouse.
Additional Insured Rider. You may provide term insurance for another
person,
such as the Insured Person's spouse, under Your contract. A separate
charge
will be deducted for each additional insured.
Guaranteed Insurability Rider. This benefit provides for the issuance of
additional amounts of insurance without further evidence of
insurability.
Cost of Living Rider. This benefit provides for limited annual increases
in the
amount of insurance.
Living Needs Rider. This benefit provides an accelerated death benefit
in the
event the Insured Person is expected to die within 12 months.
You choose the amount of the Death Benefit to accelerate at the time of
the
claim. The Maximum Advanced Sum is 50% of the Eligible Death
Benefit
(which is the death benefit of the contract plus the sum of any
additional death
benefits on the life of the Insured Person provided by any Eligible
Riders)
currently subject to a maximum of $250,000 and a minimum of $5,000.
There is no charge for this benefit prior to the time of a payment. The
amount
of the Advanced Sum paid is reduced by expected future interest and
may be
reduced by a charge for administrative expenses.
On the day We pay the accelerated benefit, We will reduce the
following in
proportion to the reduction in the Eligible Death Benefit:
a. the death benefit of the Contract and of each Eligible Rider
b. the Specified Amount
c. any contract values
d. any outstanding loan
When We reduce the Contract Fund, We will allocate the reduction
based on
the proportion that Your unloaned amounts in the General Account and
Your
amounts in the Investment Divisions of Our Separate Account bear to
the total
unloaned value of Your Contract Fund.
The tax treatment of adding or receiving benefits under this rider are
not clear.
Whether or not You incur a tax liability when benefits are advanced
depends
on how the IRS interprets applicable portions of the Tax Code. You
should
consult a competent tax advisor for further information.
SEPARATE ACCOUNT INVESTMENT CHOICES
Our Separate Account And Its Investment Divisions
The Separate Account is Our Separate Account A, established under the
Insurance Laws of the State of South Dakota, and is a unit investment
trust
registered with the Securities and Exchange Commission (SEC) under
the
Investment Company Act of 1940. Our Separate Account A meets the
definition of a 'separate account' under the Federal securities laws but
this
registration does not involve any supervision by the SEC of the
management or
investment contracts of the Separate Account. A unit investment trust is
a type
of investment company. The Separate Account has a number of
investment
divisions, each of which invests in shares of a corresponding portfolio
of the
Variable Insurance Products Fund or the Variable Insurance Products
Fund II.
You may allocate part or all of Your net premiums to one or more of
the ten
investment divisions of Our Separate Account. Our Separate Account
divisions
invest in the Money Market Portfolio, the High Income Portfolio, the
Equity-
Income Portfolio, the Growth Portfolio, the Asset Manager Portfolio,
the
Overseas Portfolio, the Investment Grade Bond Portfolio, the
Contrafund
Portfolio, the Asset Manager: Growth Portfolio and the Index 500
Portfolio.
The Funds
The Variable Insurance Products Fund and the Variable Insurance
Products
Fund II are open-end diversified management investment companies,
more
commonly called mutual funds. As "series" types of mutual funds, they
issue
several different "series" of portfolios. The Funds' shares are bought
and sold
by Our Separate Account at net asset value. More detailed information
about
the Variable Insurance Products Fund and the Variable Insurance
Products
Fund II, their investment objectives, policies, risks, expenses and all
other
aspects of their operations, appears in their prospectus, which
accompanies this
prospectus, and in the Funds' Statement of Additional Information.
The Funds sell their shares to separate accounts of various insurance
companies to support both variable life insurance contracts and variable
annuity contracts. We currently do not foresee any disadvantages to Our
owners arising out of this. If We believe that the Funds do not
sufficiently
respond to protect Our owner's interests, We will see to it that
appropriate
action is taken to protect Our owners. The Funds will also monitor this
possibility. See the section entitled "FMR and Its Affiliates"" in the
prospectus
for the Variable Insurance Products Fund and the Variable Insurance
Products
Fund II. Also, if We ever believe that any of the Funds' portfolios are so
large
as to materially impair its investment performance of a portfolio or the
Fund,
We will examine other investment options.
Investment Policies Of The Funds' Portfolios
Each portfolio has a different investment objective which it tries to
achieve by
following separate investment policies. The objectives and policies of
each
portfolio will affect its return and its risks. Remember that the
investment
experience of the investment divisions of Our Separate Account
depends on
the performance of the corresponding Funds' portfolios. The objectives
of the
Funds' portfolios are as follows:
Portfolio
Objective
Money Market
Seeks to obtain as high a level of current income as is consistent with
preserving capital and providing liquidity by investing in high quality
money
market instruments. (An investment in the Money Market or any other
Portfolio is neither insured nor guaranteed by the U.S. Government, and
there
is no assurance that the Money Market Portfolio will be able to
maintain a
constant net asset value.)
High Income
Seeks to obtain a high level of current income by investing primarily in
high-
yielding, lower-rated, fixed-income securities, while also considering
growth
of capital. For a description of the special risks involved in investing in
these
securities, see the prospectus for the Funds.
Equity-Income
Seeks to obtain reasonable income by investing primarily in income-
producing
equity securities. In choosing these securities, the Manager will
consider the
potential for capital appreciation. The Portfolio's goal is to achieve a
yield
which exceeds the composite yield on the securities comprising the
Standard &
Poor's Composite Index of 500 Stocks.
Growth
Seeks to achieve capital appreciation, normally through the purchase of
common stocks, although the Portfolio's investments are not restricted
to any
one type of security. Capital appreciation also may be found in other
types of
securities, including bonds and preferred stocks.
Overseas
Seeks long-term growth of capital, primarily through investments in
foreign
securities.
Asset Manager
Seeks high total return with reduced risk over the long-term by
allocating its
assets among domestic and foreign stocks, bonds and short-term fixed-
income
instru-ments.
Investment Grade Bond
Seeks as high a level of current income as is consistent with the
preservation of
capital by investing in a broad range of investment grade fixed income
securities.
Contrafund
Seeks to achieve capital appreciation over the long term by investing in
securities of companies that are undervalued or out-of-favor.
Asset Manager:
Growth
Seeks to maximize total return over the long term through investments
in
stocks, bonds, and short-term instruments. This portfolio has a heavier
emphasis on stocks than the Asset Manager Portfolio.
Index 500
Seeks to provide investment results that correspond to the total return
of
common stocks publicly traded in the United States by duplicating the
composition and total return of the Standard & Poor's Composite Index
of 500
Stocks. This is designed as a long-term investment option.
We Own The Assets Of Our Separate Account
Under South Dakota law, We own the assets of Our Separate Account
and use
them to support Your contract and other variable life contracts. Under
certain
unlikely circumstances, one investment division of the Separate
Account may
be liable for claims relating to the operations of another division. We
may also
permit charges owed to Us to stay in the Separate Account. Thus, We
may also
participate proportionately in the Separate Account. These accumulated
amounts belong to Us and We may transfer them from the Separate
Account to
Our General Account.
Our Right To Change How We Operate Our Separate Account
In addition to changing or adding investment companies, We have the
right to
modify how We or Our Separate Account operate. We intend to comply
with
applicable law in making any changes and, if necessary, We will seek
contractowner approval. We have the right to:
add investment divisions to, or remove investment divisions from, Our
Separate Account, combine two or more divisions within Our Separate
Account, or withdraw assets relating to Variable Executive Universal
Life from
one investment division and put them into another;
eliminate the shares of the portfolio and substitute shares of another
portfolio
of the Funds or another open-end, registered investment company, if the
shares
of the portfolio are no longer available for investment or, if in Our
judgment,
further investment in the portfolio should become inappropriate in view
of the
purposes of Separate Account A;
register or end the registration of Our Separate Account under the
Investment
Company Act of 1940;
operate Our Separate Account under the direction of a committee or
discharge
such a committee at any time (the committee may be composed entirely
of
persons who are "interested persons" of Midland under the Investment
Company Act of 1940);
disregard instructions from contractowners that would otherwise
require that a
Fund's shares be voted so as to cause a change in the investment
objectives of
the Portfolio of a Fund or approval or disapproval of an investment
advisory
policy for the Portfolio of a Fund. We would do so only if required by
state
insurance regulatory authorities pursuant to insurance law or regulation;
or
operate Our Separate Account or one or more of the investment
divisions in
any other form the law allows, including a form that allows Us to make
direct
investments. We may make any legal investments We wish. In
choosing these
investments, We will rely on Our own or outside counsel for advice. In
addition, We may disapprove any change in investment advisers or in
investment contract unless a law or regulation provides differently.
If any changes are made that result in a material change in the
underlying
investments of any investment division, You will be notified. We may,
for
example, cause the investment division to invest in a mutual fund other
than or
in addition to the Variable Insurance Products Fund or the Variable
Insurance
Products Fund II.
If You then wish to transfer the amount You have in that investment
division to
another division of Our Separate Account, or to Our General Account,
You
may do so, without charge, by writing to Our Home Office. At the same
time,
You may also change how Your net premiums and deductions are
allocated.
DEDUCTIONS AND CHARGES
Charges Against The Separate Account
The amount in Your Contract Fund which is allocated to the investment
divisions of Our Separate Account will be reduced by any fees and
charges
allocated to the investment divisions of Our Separate Account.
Mortality and Expense Risks. We make a charge for assuming mortality
and
expense risks. We guarantee that monthly administrative and insurance
deductions from Your Contract Fund will never be greater than the
maximum
amounts shown in Your contract. The mortality risk We assume is that
Insured
Persons will live for shorter periods than We estimated. When this
happens,
We have to pay a greater amount of death benefits than We expected to
in
relation to the cost of insurance charges We received. The expense risk
We
assume is that the cost of issuing and administering contracts will be
greater
than We expected. We make a charge for mortality and expense risks at
an
effective annual rate of 0.90% of the value of the assets in the Separate
Account attributable to Variable Executive Universal Life. Currently
We
intend to reduce this charge to 0.50% after the tenth Contract Year.
This charge
is reflected in the Accumulation Unit values for the investment
divisions of the
Separate Account. See "Your Contract Fund Value -How We
Determine The
Accumulation Unit Value" on page 17. If the money We collect from
this
charge is not needed, it will be to Our gain, and We expect a profit from
this
charge. To the extent sales expenses are not covered by the sales charge
and the
Deferred Sales Charge, Our General Account funds, which may include
amounts derived from this mortality and expense risk charge, will be
used to
cover sales expenses.
Tax Reserve. We reserve the right to make a charge in the future for
taxes or
reserves set aside for taxes, which if made will reduce the investment
experience of the investment divisions of Our Separate Account.
Currently no
such charge is made.
Charges In The Funds
The Funds make a charge for managing investments and providing
services.
These charges vary by portfolio.
Money Market Portfolio's management fee is calculated as follows: (a)
the sum
of a group fee rate and an individual fund fee rate of .03%, and (b) the
addition
of an income component of 6% of the Portfolio's gross income in
excess of a
5% annual yield. The result is multiplied by the Portfolio's average net
assets.
The group fee rate cannot rise above .37%, and it drops as total assets
under
management increase. The income component cannot rise above .24%.
The High Income Portfolio and Investment Grade Bond Portfolio's
annual fee
is the sum of the following two components:
1. A group fee based on the monthly average net assets of all the mutual
funds
advised by Fidelity Management & Research Company. On an annual
basis
this rate cannot rise above .37%, and it drops as total assets in all these
funds
rise. For example, the effective group fee rate for December, 1995 was
.15%.
2. An individual fund fee rate of .45% for the High Income Portfolio
and .30%
for the Investment Grade Bond Portfolio.
The Equity-Income, Growth, Overseas, Contrafund, Asset Manager:
Growth
and Asset Manager Portfolios' fee is the sum of two components:
1. A group fee rate based on the monthly average net assets of all the
mutual
funds advised by the Manager. This rate cannot rise above .52%, and it
drops
as total assets in all these funds rise. The effective group fee rate for
December,
1995 was .31%.
2. An individual Portfolio fee rate of .20% for the Equity-Income
Portfolio,
.30% for the Growth Portfolio, .45% for the Overseas Portfolio, .30%
for the
Contrafund Portfolio, .40% for the Asset Manager: Growth Portfolio
and .40%
for the Asset Manager Portfolio.
The Index 500 Portfolio fee is based on the monthly average net assets
of the
Index 500 Portfolio. On an annual basis this rate will be .28%.
Each portfolio's total operating expenses will include fees for
management,
shareholder services and other expenses, such as custodial, legal,
accounting
and other miscellaneous fees.
Deductions From Your Premiums
We deduct a sales charge of 2.50% from each premium payment. This
charge
is to partially reimburse Us for the cost incurred in selling and
distributing this
contract, including commissions, the cost of preparing sales literature
and
printing of prospectuses. A Deferred Sales Charge will also be incurred
if You
give up Your contract for its Net Cash Surrender Value or let Your
contract
lapse. See Surrender Charge on page 15.
A 2.5% charge for premium taxes is also deducted from all of Your
premiums
and $.46 is deducted from each premium payment if You have chosen
the Civil
Service Allotment Mode. The rest of each premium (the net premium)
is
placed in Your Contract Fund.
The $.46 deducted from each premium payment under the Civil Service
Allotment Mode is intended to cover the extra expenses We incur in
processing
bi-weekly premium payments. We do not expect to profit from this
charge.
Applicable Taxes. All states and certain jurisdictions (cities, counties,
municipalities) tax premium payments and some levy other charges.
Currently,
as indicated above, We deduct a charge of 2.5% of each premium for
these.
These tax rates currently range from 0.75% to 4%. Because of certain
retaliatory provisions in the premium tax regulations, We expect to pay
at least
2.5% of each premium in premium tax.
This is a tax to Midland so You cannot deduct it on Your income tax
return.
Since the charge is a percentage of Your premium, the amount of the
charge
will also vary with the amount of the premium.
We may increase this charge at any time if Our premium tax expenses
increase
and We reserve the right to vary this charge by state. If We make such a
change, We will notify You.
Deductions From Your Contract Fund
At the beginning of each Contract Month (including the Contract Date),
the
following three Contract Fund charges are deducted from Your
Contract Fund.
1. Expense Charge. This charge is $6.00 per month (currently We plan
to make
this deduction for the first 15 years only, but we reserve the right to
deduct it
throughout the life of the contract). This charge is designed to cover the
continuing costs of maintaining Your contract, such as premium billing
and
collections, claim processing, contract transactions, recordkeeping,
communications with owners and other expense and overhead items.
This
charge is designed to reimburse Us for expenses and We do not expect
to gain
from it.
2. Charges for Additional Benefits. The cost for any additional benefits
You
choose will be deducted monthly. We may change these charges, but
Your
contract contains tables showing the guaranteed maximum rates for all
of these
insurance costs.
3. Cost of Insurance Charge. The cost of insurance is Our current
monthly cost
of insurance rate times the amount at risk at the beginning of the
Contract
Month. Amount at risk is the difference between the current death
benefit and
the amount in Your Contract Fund. If the current death benefit for the
month is
increased due to the requirements of federal tax law, Your amount at
risk for
the month will also increase. For this purpose the amount in Your
Contract
Fund is determined before deduction of the cost of insurance charge but
after
all of the other deductions due on that date. The amount of the cost of
insurance charge will vary from month to month with changes in the
amount at
risk and with increasing attained age of the Insured Person.
The cost of insurance rate is based on the sex, attained age, and rating
class of
the Insured Person at the time of the charge. We currently place the
Insured
Person that is a standard risk in the following rate classes: preferred
non-
smoker, non-smoker, and smoker. The Insured Person may also be
placed in a
rate class involving a higher mortality risk, known as a substandard
class. We
may change the cost of insurance rates from time to time, but they will
never
be more than the guaranteed maximum rates set forth in Your contract.
The
maximum charges are equal to the charges specified in the
Commissioner's
1980 Standard Ordinary Mortality Table. The table below shows the
current
and guaranteed maximum monthly cost of insurance rates per $1,000 of
amount at risk for a male preferred nonsmoker standard risk at various
ages. In
Montana, there will be no distinctions based on sex. Employers and
employee
organizations should consider, in consultation with counsel, the impact
of Title
VII of the Civil Rights Act of 1964 on the purchase of Variable
Executive
Universal Life in connection with an employment-related insurance or
benefit
plan. The United States Supreme Court held, in a 1983 decision, that
under
Title VII, optional annuity benefits under a deferred compensation plan
could
not vary on the basis of sex.
Illustrative Table of Monthly Cost of Insurance Rates (Rounded) per
$1,000 of
Amount at Risk
Male Guaranteed Current
Attained Maximum (Preferred Non-Smoker)
Age Rate Rate
5 $.07 $.05
15 .11 .09
25 .13 .07
35 .14 .08
45 .29 .18
55 .69 .35
65 1.87 .87
For a male preferred non-smoker, age 35, with a $100,000 Specified
Amount
Option 1 contract and an initial premium of $1,000, the cost of
insurance for
the first month will be $7.92. This example assumes the expense charge
($6.00
per month) and current cost of insurance rate ($.08 per $1,000).
We offer lower current cost of insurance rates at most ages for insured
people
who qualify as non-smokers. To qualify, an insured must be a standard
risk and
must meet additional requirements that relate to smoking habitsThe
reduced
cost of insurance rates depend on such variables as the attained age and
sex of
the insured.
The preferred non-smoker cost of insurance rates are lower than the
non-
smoker cost of insurance rates. To qualify for the preferred non-smoker
class,
the Insured Person must be age 20 or over and meet certain
underwriting
requirements.
Changes in Monthly Charges. Any changes in the cost of insurance,
charges for
additional benefits or expense charges will be by class of insured and
will be
based on changes in future expectations about such things as
investment
earnings, mortality, the length of time contracts will remain in effect,
expenses
and taxes.
Other Transaction Charges
In addition to the deductions described above, We charge fees for
certain
contract transactions:
Partial Withdrawal of Net Cash Surrender Value. You may make one
partial
withdrawal during each Contract Year without a charge. There is an
administrative charge of $25 or 2 percent of the amount withdrawn,
whichever
is less, each time You make a partial withdrawal if more than one
withdrawal
is made during a year.
Transfers. Currently, We do not charge when You make transfers of
Contract
Fund value among investment divisions. We reserve the right to assess
a $25
charge after the twelfth transfer in a Contract Year.
How Contract Fund Charges Are Allocated
Generally, deductions from Your Contract Fund for monthly charges or
partial
withdrawal charges are made from the investment divisions of Our
Separate
Account and the unloaned portion of the General Account in
accordance with
the deduction allocation percentages specified by You in Your
application
unless You instruct Us to do otherwise. Your allocation percentages for
deductions may be any whole numbers (from 10 to 100) which add up
to one
hundred. You may change Your deduction allocation percentages by
writing to
Our Home Office. Changes will be effective as of the date We receive
them.
If We cannot make a deduction in accordance with these percentages,
We will
make it based on the proportion that Your unloaned amounts in the
General
Account and Your amounts in the investment divisions of Our Separate
Account bear to the total unloaned value of Your Contract Fund.
Deductions for transfer charges are allocated to the investment
divisions from
which the transfer is being made in equal proportion to such investment
divisions. For example, if the transfer is made from two investment
divisions,
the transfer charge allocated to each of the investment divisions will be
$12.50.
Surrender Charge
We incur various sales and promotional expenses in connection with
selling
Variable Executive Universal Life, such as commissions, the cost of
preparing
sales literature, other promotional activities and other direct and
indirect
distribution expenses. We also incur expenses for underwriting,
printing of
contract forms and prospectuses, and putting information in Our
records.
There is a difference between the amount in Your Contract Fund and
the Cash
Surrender Value of Your contract for the first 12 Contract Years. This
difference is the Surrender Charge, which is a contingent deferred issue
charge
and sales load designed to partially recover Our expenses in distributing
and
issuing contracts which are terminated by surrender in their early years
(the
sales charge is also designed to partially reimburse Us for these
expenses). It is
a contingent load because You pay it only if You surrender Your
contract (or
let it lapse) during the first 12 Contract Years. It is a deferred load
because We
do not deduct it from Your premiums. The amount of the load in a
Contract
Year is not necessarily related to Our actual sales expense in that year.
We
anticipate that the sales charge and Surrender Charge will not fully
cover Our
sales expenses. To the extent sales expenses are not covered by the
sales charge
and Surrender Charge, We will cover them from other funds including
any
funds in Our General Account, which may include amounts derived
from the
mortality and expense risk charge.
The Net Cash Surrender Value, which is the amount We pay You if
You
surrender Your contract for cash, equals the Cash Surrender Value
minus any
outstanding loan and loan interest.
In the first 12 Contract Years, You will incur a Surrender Charge if You
give
up Your contract for its Net Cash Surrender Value, or let Your contract
lapse.
The Surrender Charge You pay includes Deferred Sales Charges and
Deferred
Issue Charges. The Deferred Sales Charge is based on the sum of two
pieces.
The Deferred Sales Charge is:
27.5% of any premium payment in the first two Contract Years up to
one
guideline annual premium.
6.5% of all other premium payments.
The sum of the above pieces is also limited by the Guideline Annual
Premium,
times 6.5%, times the expected future lifetime at issue as determined by
the
1980 CSO Mortality Table or 20 years, whichever is less.
The guideline annual premium varies for each contract. It is specified
on the
contract information page of Your contract.
During the first seven contract years, the Deferred Sales Charge will be
100%
of the sum of these two pieces or the maximum charge described in the
second
preceding paragraph, whichever is less. Beginning in the eighth year,
the sum
or maximum will be multiplied by a percentage. The percentage is
83.33% for
year eight, 66.67% for year nine, 50% for year ten, 33.33% for year
eleven, and
16.67% for year twelve. After the 12th Contract Year, there is no
Surrender
Charge.
If there is an increase in Specified Amount (at any time), there will also
be an
increase in the Guideline Annual Premium. All additions to the
Deferred Sales
Charge due to this increase will be 5% of premiums. The maximum
limit will
also increase by the additional Guideline Annual Premium, times 6.5%,
times
the expected future lifetime at the time of the increase as determined by
the
1980 CSO Mortality Table or 20 years, whichever is less. The total in
the
Deferred Sales Charge prior to the increase in Specified Amount will
not be
affected.
If there is a decrease in Specified Amount, there will also be a decrease
in
Guideline Annual Premium. Future additions to the Deferred Sales
Charge will
follow the same rules as at issue with the new Guideline Annual
Premium.
Prior totals in the Deferred Sales Charge will not be affected.
You will not incur any Deferred Sales Charge, regardless of the amount
and
timing of premiums, if You keep this contract in force for fifteen years.
The following table shows the Deferred Issue Charge which is a dollar
amount
for each thousand dollars of the Specified Amount. After the 12th
Contract
Year, there is no Deferred Issue Charge.
Table of Deferred Issue Charges
Per Thousand of Specified Amount
Contract Contract Contract
Year Charge Year Charge Year Charge
1 $3.00 6 $3.00 11 $1.00
2 3.00 7 3.00 12 0.50
3 3.00 8 2.50
4 3.00 9 2.00
5 3.00 10 1.50
If there has been a change in Specified Amount during the life of the
contract,
the Deferred Issue Charge is applied against the highest Specified
Amount in
force during the life of the contract.
YOUR CONTRACT FUND VALUE
The amount in Your Contract Fund is the sum of the amounts You have
in the
General Account and in the various investment divisions of Our
Separate
Account (plus the amount in Our General Account securing any
contract loan).
Your Contract Fund also reflects the various charges described above.
Monthly
deductions are made as of the first day of each Contract Month.
Transaction
charges or Surrender Charges are made as of the effective date of the
transaction. Charges against Our Separate Account are reflected daily.
Any
amount allocated to an investment division of Our Separate Account
will go up
or down depending on the investment experience of that division. You
bear
this investment risk. For amounts allocated to the investment divisions
of Our
Separate Account, there is no guaranteed minimum cash value. Any
amount
allocated to the General Account is guaranteed.
Amounts In Our Separate Account
Amounts allocated, transferred or added to the investment divisions of
Our
Separate Account are used to purchase Accumulation Units. The
amount You
have in each division is represented by the value of the Accumulation
Units
credited to Your Contract Fund for that division. The number of
Accumulation
Units purchased or redeemed in an investment division of Our Separate
Account is calculated by dividing the dollar amount of the transaction
by the
division's Accumulation Unit Value calculated at the end of that day.
The
number of Accumulation Units for an investment division at any time is
the
number of Accumulation Units purchased less the number of
Accumulation
Units redeemed. The value of Accumulation Units fluctuates with the
investment performance of the corresponding portfolios of the Variable
Insurance Products Fund and the Variable Insurance Products Fund II,
which
reflects the investment income and realized and unrealized capital gains
and
losses of the portfolio and Funds' expenses. The Accumulation Unit
Values
also reflect deductions and charges We make to Our Separate Account.
The
number of Accumulation Units credited to You, however, will not vary
because of changes in Accumulation Unit Values. On any given day,
the value
You have in an investment division of Our Separate Account is the
Accumulation Unit Value times the number of Accumulation Units
credited to
You in that division. The Accumulation Units of each investment
division of
Our Separate Account have different Accumulation Unit Values.
Accumulation Units of an investment division are purchased when You
allocate premiums, repay loans or transfer amounts to that division.
Accumulation Units are redeemed or sold when you make withdrawals
or
transfer amounts from an investment division of the Separate Account
(including transfers for loans) and to pay the death benefit when the
Insured
Person dies. We also redeem Accumulation Units for monthly
deductions or
other charges.
How We Determine The Accumulation Unit Value
We determine Accumulation Unit Values for the investment divisions
of our
Separate Account at the end of each business day. The Accumulation
Unit
Value for each investment division will be set at $10.00 on the first day
there
are contract transactions in Our Separate Account associated with these
contracts. After that, the Accumulation Unit Value for any business day
is
equal to the Accumulation Unit Value for the preceding business day
multiplied by the net investment factor for that division on that business
day.
We determine the net investment factor for each investment division
every
business day as follows:
First, We take the value of the shares belonging to the division in the
corresponding Fund portfolio at the close of business that day (before
giving
effect to any contract transaction for that day, such as premium
payments or
surrenders). For this purpose, We use the share value reported to Us by
the
Fund.
Next, We add any dividends or capital gains distributions paid by the
Fund on
that day.
Then, We divide this amount by the value of the amounts in the
investment
division at the close of business on the preceding business day (after
giving
effect to any contract transactions on that day).
Then, We subtract a daily asset charge for each calendar day between
business
days (for example, a Monday calculation may include charges for
Saturday and
Sunday). The daily charge is .0024547%, which is an effective annual
rate of
0.90%. On a current basis We intend to reduce this charge to 0.50%
annually
(.0013664% daily) after the tenth Contract Year. This charge is for
mortality
and expense risks assumed by Us under the contract and to cover
administrative costs We incur for transactions related to the Separate
Account.
Finally, We subtract any daily charge for taxes or amounts set aside as a
reserve for taxes.
Generally, this means that We adjust Accumulation Unit Values to
reflect what
happens to the Fund, and also for the mortality and expense risk charge
and any
other charges.
CONTRACT FUND TRANSACTIONS
The transactions described below may have different effects on Your
Contract
Fund, death benefit, Specified Amount or cost of insurance. You should
consider the net effects before combining Contract Fund transactions.
Certain
transactions also have fees.
Changing Your Premium And Deduction Allocation Percentages
You may change the allocation percentages of Your net premiums or of
Your
monthly deductions by writing to Our Home Office and telling Us what
changes You wish to make. These changes will go into effect as of the
date We
receive Your request at Our Home Office and will affect transactions
on and
after that date.
Transfers Of Contract Fund Value
Currently, You may make an unlimited number of transfers of Contract
Fund
value in each Contract Year without charge. We reserve the right to
assess a
$25 charge after the twelfth transfer in a Contract Year. During the first
two
Contract Years, if a transfer is all of Your value in Our Separate
Account to the
General Account, We will not make a charge for that transfer. To make
a
transfer, write to Our Home Office.
If We charge You for making a transfer, We will allocate the charge as
described under "Deductions and Charges - How Contract Fund
Charges Are
Allocated" on page 15. All transfers included in one transfer request
count as
one transfer for purposes of any fee.
You may ask Us to transfer amounts between the General Account and
any
investment divisions of Our Separate Account, and among investment
divisions of Our Separate Account. The transfer will take effect as of
the date
We receive Your request. The minimum amount We will transfer on
any date
is $200. A smaller transfer may be made under special circumstances
mentioned in "Our Right to Change How We Operate Our Separate
Account".
This minimum need not come from any one investment division or be
transferred to any one investment division as long as the total amount
transferred that day equals the minimum.
The amount that can be transferred from the General Account to the
Separate
Account in any Contract Year cannot exceed the larger of:
1. 25% of the unloaned amount in the General Account at the beginning
of the
Contract Year, or
2. $1,000.
Dollar Cost Averaging.
The Dollar Cost Averaging (DCA) program enables You to make
monthly
transfers of a predetermined dollar amount from the Money Market
investment
division into one or more of the other investment divisions (not the
General
Account). By allocating monthly, as opposed to allocating the total
amount at
one time, You may reduce the impact of market fluctuations.
DCA can be elected at any time by completion of the DCA Request
Form
(form number 5856) and by insuring that a sufficient amount is in the
Money
Market investment division, either through payment of a premium with
the
DCA request form, allocation of premiums, or transfer of amounts to
the
Money Market investment division. Copies of form 5856 can be
obtained by
contacting Us at Our Home Office. The election will specify:
a. that any money received with the form is to be placed into the Money
Market
investment division
b. the monthly amount to be transferred to the other investment
divisions, and
c. how that monthly amount is to be allocated among the investment
divisions
Since the DCA program is only suitable for substantial, infrequent
premium
payments, DCA is only available when the premium payment mode is
annual
or if the amount in the Money Market investment division is at least
equal to
the sum of $2,400 and the minimum premium. The DCA Request Form
must
be received with any premium payment You intend to apply to DCA.
The minimum monthly amount to be transferred using DCA is $200. In
order
to begin the DCA program, the value in the Money Market investment
division
must be at least equal to the sum of 12 monthly transfers plus the
minimum
premium. When DCA is elected, all amounts in the Money Market
investment
division will be available for transfer under the DCA program. Once
DCA is
elected, additional premiums can be deposited into the Money Market
investment division for DCA by sending them in with a DCA request
form.
You may change the DCA allocation percentages or DCA transfer
amounts
twice each Contract Year. Any premium payments received while the
DCA
program is in effect will be allocated using the allocation percentages
from the
DCA request form, unless You specify otherwise.
If requested at issue, DCA will start at the beginning of the second
Contract
Month. If requested after issue, DCA will start at the beginning of the
first
Contract Month which occurs at least 30 days from the day the request
is
received.
DCA will last until the value in the Money Market investment division
is
exhausted or until a request for termination is received in writing from
You.
DCA will automatically be terminated on the Maturity Date.
We reserve the right to end the DCA program at any time by sending
You a
notice one month in advance.
Borrowing From Your Contract Fund
At any time Your contract has a Net Cash Surrender Value, You may
borrow
up to 92% of the Cash Surrender Value using only Your contract as
security for
the loan. If You request an additional loan, the amounts of any
outstanding
loan and loan interest will be added to the additional amount You have
requested and the original loan will be canceled. Thus, You will have
only one
loan outstanding at any time. Any amount that secures a loan remains
part of
Your Contract Fund, but is automatically transferred out of Our
Separate
Account and put in Our General Account as collateral. We pay You
interest on
this loaned amount, currently at an annual rate of 6%. However, after
the tenth
Contract Year, the annual rate of interest paid on the loaned portion of
the
Contract Fund will equal 8% for the portion of any loan that does not
exceed
the Contract Fund minus the total premiums paid.
A loan taken from, or secured by, a contract may have Federal Income
Tax
consequences. See "TAX EFFECTS" on page 21.
How To Request A Loan
You may request a loan by contacting Our Home Office. You may tell
Us how
much of the loan You want taken from Your unloaned amount in the
General
Account or from Your amounts in the investment divisions of Our
Separate
Account. We will redeem units from an investment division of Our
Separate
Account sufficient to cover that part of the loan. The amounts You have
in
each division will be determined as of the day We receive Your request
for a
loan at Our Home Office.
If You do not tell Us how to allocate Your loan, the loan will be
allocated
according to Your deduction allocation percentages. If the loan cannot
be
allocated based on these percentages, We will allocate it based on the
proportions of Your unloaned amounts in the General Account and
Your value
in each investment division of Our Separate Account to the unloaned
value of
Your Contract Fund.
Contract Loan Interest
Interest on a contract loan accrues daily at an annual interest rate of 8%.
When Interest Is Due
Interest is due on each Contract Anniversary. If You do not pay the
interest
when it is due, it will be added to Your outstanding loan and allocated
based on
the deduction allocation percentages for Your Contract Fund then in
effect.
This means We make an additional loan to pay the interest and We
transfer
amounts from the General Account or the investment divisions to make
the
loan. If we cannot allocate the interest based on these percentages, We
will
allocate it as described above for allocating Your loan.
Repaying The Loan
You may repay all or part of a contract loan at any time while Your
contract is
In Force. While You have a contract loan, We assume that any money
You
send Us is meant to repay the loan. If You wish to have any of these
payments
be premium payments, You must tell Us in writing.
You may choose how You want Us to allocate Your repayments. If You
do not
give us instructions, We will allocate Your repayments based on Your
premium allocation percentages.
The Effects Of A Contract Loan On Your Contract Fund
A loan against Your contract will have a permanent effect on the value
of Your
Contract Fund and, therefore, on Your benefits under this contract, even
if the
loan is repaid. When You borrow on Your contract, the amount of Your
loan is
set aside where it earns a declared rate for loaned amounts. The loan
amount
will not be available for You to invest in the divisions of Our Separate
Account
or the unloaned portion of the General Account. Whether You earn
more or
less with the loan amount set aside depends on the investment
experience of
the investment divisions of Our Separate Account and the rates
declared for the
unloaned portion of the General Account.
Your Contract May Lapse
Your loan may also affect the amount of time that Your insurance
remains in
force. For example, Your contract may lapse more quickly when You
have a
loan because the loaned amount cannot be used to cover the monthly
deductions that are taken from Your Contract Fund. If these deductions
exceed
the Net Cash Surrender Value of Your contract, then the lapse
provisions of the
contract may apply. Since the contract permits loans up to 92% of the
Cash
Surrender Value , loan repayments or additional premium payments
may be
required to keep the contract in force if You borrow the maximum.
Withdrawing Money From Your Contract Fund
You may request a partial withdrawal of Your Net Cash Surrender
Value by
writing to Our Home Office. You will not incur either the Deferred
Sales
Charge or Deferred Issue Charge upon a partial withdrawal. Partial
withdrawals are subject to certain conditions. They must:
be at least $200
total no more than 50% of the Net Cash Surrender Value in any
Contract Year
not cause the death benefit to fall below the minimum for which we
would
issue the contract at the time
not cause the contract to fail to qualify as life insurance under
applicable tax
law.
You may specify how much of the withdrawal You want taken from
each
investment division. If You do not tell Us, We will make the
withdrawal on the
basis of Your deduction allocation percentages. If We cannot withdraw
the
amount based on Your directions or on Your deduction allocation
percentages,
We will withdraw the amount based on the proportions of Your
unloaned
amounts in the General Account and the investment divisions of Our
Separate
Account to the total unloaned value of Your Contract Fund.
Withdrawal Charges
When You make a partial withdrawal more than once in a Contract
Year, a
charge of $25 or 2 percent of the amount withdrawn, whichever is less,
will be
deducted from Your Contract Fund. If You do not give Us instructions
for
deducting the charge, it will be deducted as described under
"Deductions and
Charges -How Contract Fund Charges Are Allocated" on page 15.
In general, We do not permit You to make a withdrawal on monies for
which
Your premium check has not cleared your bank.
The Effects Of A Partial Withdrawal
A partial withdrawal reduces the amount You have in Your Contract
Fund. It
also reduces the Cash Surrender Value and the death benefit on a
dollar-for-
dollar basis. If the death benefit is based on a percentage multiple, the
reduction in death benefit could be greater. If you selected death benefit
Option
1, We will also reduce the Specified Amount of Your contract so there
will be
no change in the net amount at risk. We will send You a new contract
information page to Your contract to reflect this change. We may ask
You to
return Your contract to Our Home Office to make a change. The
withdrawal
and these reductions will be effective as of the date We receive Your
request at
Our Home Office.
A contract loan might be better if Your need for cash is temporary.
Surrendering Your Contract For Its Net Cash Surrender Value
You may surrender Your contract for its Net Cash Surrender Value at
any time
while the Insured Person is living. You may do this by sending a
written
request and the contract to Our Home Office. The Net Cash Surrender
Value of
Your contract equals the Cash Surrender Value minus any outstanding
loan and
loan interest. During the first 12 Contract Years, the Cash Surrender
Value is
the amount in Your Contract Fund minus the Surrender Charge. After
12 years,
the Cash Surrender Value and Contract Fund are equal. We will
compute the
Net Cash Surrender Value as of the date We receive Your request and
the
contract at Our Home Office, and all insurance coverage under Your
contract
will end on that date.
THE GENERAL ACCOUNT
You may allocate some or all of Your Contract Fund to the General
Account,
which pays interest at a declared rate. The principal, after deductions, is
guaranteed. The General Account supports Our insurance and annuity
obligations. Because of applicable exemptive and exclusionary
provisions,
interests in the General Account have not been registered under the
Securities
Act of 1933, and the General Account has not been registered as an
investment
company under the Investment Company Act of 1940. Accordingly,
neither the
General Account nor any interests therein are generally subject to
regulation
under the 1933 Act or the 1940 Act. We have been advised that the
staff of the
SEC has not made a review of the disclosures which are included in
this
prospectus for Your information and which relate to the General
Account.
Amounts In The General Account
You may accumulate amounts in the General Account by:
allocating net premium and loan repayments,
transferring amounts from the investment divisions of Our Separate
Account,
or
earning interest on amounts You already have in the General Account.
The amount You have in the General Account at any time is the sum of
all net
premiums and loan repayments allocated to that Account, all transfers
and
earned interest, and includes amounts securing any contract loan You
have.
This amount is reduced by amounts transferred out or withdrawn and
deductions allocated to this Account.
Adding Interest To Your Amounts In The General Account
We pay interest on all amounts that You have in the General Account.
The
annual interest rates will never be less than the minimum guaranteed
interest
rate of 4%. We may, at the sole discretion of Our Board of Directors,
credit
interest in excess of 4%. You assume the risk that interest credited may
not
exceed 4%. We pay different rates on unloaned and loaned amounts in
the
General Account. Interest is compounded daily at an effective annual
rate that
equals the annual rate declared by Our Board of Directors.
Transfers
You may request a transfer between the General Account and one or
more of
the investment divisions of Our Separate Account. See "Transfers Of
Contract
Fund Value" on Page 17.
ADDITIONAL INFORMATION ABOUT VARIABLE EXECUTIVE
UNIVERSAL LIFE
Your Right To Examine The Contract
You have a right to examine the contract. If for any reason You are not
satisfied with it, You may cancel the contract within the time limits
described
below. You may cancel the contract by sending it to Our Home Office
with a
written request to cancel.
Your request to cancel this contract must be postmarked no later than
the latest
of the following three dates:
10 days after You receive Your contract,
10 days after We mail You a written notice telling You about Your
rights to
cancel (Notice of Withdrawal Right), or
45 days after You sign Part 1 of the contract application.
If You cancel Your contract, We will return the sum of all charges
deducted
from premiums paid and Your Contract Fund, plus the Contract Fund.
Insurance coverage ends when You send Your request.
Your Contract Can Lapse
Your insurance coverage under Variable Universal Life 3 continues as
long as
the Net Cash Surrender Value of your contract is enough to pay the
deductions
that are taken out of your Contract Fund each month or, during the first
five
years, as long as your premiums paid exceed the schedule of required
minimum
premiums. If neither of these conditions are true at the beginning of any
Contract Month, a 61-day grace period will start, beginning on the day
We
send You notice that the grace period is starting. We will notify You
and any
assignees on Our records in writing that the grace period has begun and
tell
You the amount of premium payment that will be sufficient to satisfy
the
minimum requirement for two months.
If We receive payment of this amount before the end of the grace
period, We
will use the amount You send Us to make the overdue deductions. We
will put
any balance left in Your Contract Fund and allocate it in the same
manner as
Your previous premium payments.
If We do not receive payment within the 61 days, Your contract will
lapse
without value. We will withdraw any amount left in Your Contract
Fund. We
will apply this amount to the deductions owed to Us, including any
applicable
Surrender Charge. We will inform You and any assignee at last known
address
that Your contract has ended without value.
If the Insured Person dies during the grace period, We will pay the
insurance
benefits to the beneficiary, minus any loan, loan interest and overdue
deductions.
You May Reinstate Your Contract
You may reinstate the contract within five years after it lapses if:
You provide evidence that the Insured Person is still insurable,
You complete an application for reinstatement, You pay premium
enough to
pay all overdue monthly deductions including the premium tax on those
deductions, plus increase the Contract Fund to a level where the
Contract Fund
less any contract debt equals the surrender charges, plus cover the next
two
months' deductions,
You pay or restore any contract debt,
You did not end the contract by payment of the Net Cash Surrender
Value.
The Contract Date of the reinstated contract will be the beginning of the
Contract Month which coincides with or follows the date We approve
Your
reinstatement application. Upon reinstatement, there will be no further
Surrender Charges applied against the contract. Previous loans will not
be
reinstated.
Contract Periods, Anniversaries
We measure Contract Years, Contract Months and Contract
Anniversaries
(annual and monthly) from the Contract Date shown on the contract
information page of Your contract. Each Contract Month begins on the
same
day in each calendar month as the day of the month in the Contract
Date. The
calendar days of 29, 30, and 31 are not used. Our right to challenge a
contract
is measured from the Contract Date, as is the suicide exclusion. These
provisions are mentioned in "LIMITS ON OUR RIGHT TO
CHALLENGE
THE CONTRACT" on page 24.
Application for Insurance
When an application for one of Our contracts is completed, it is
submitted to
Us. We make the decision to issue a contract based on the information
in the
application and Our standards for issuing insurance and classifying
risks. If We
decide not to issue a contract, We will return the sum of all charges
deducted
from premiums paid, plus the net premiums, plus interest credited to
the net
premiums.
Maturity Date
The Maturity Date is the Contract Anniversary after the Insured
Person's 100th
birthday. The contract ends on that date if the Insured Person is still
alive and
the maturity benefit is paid.
If the Insured Person survives to the Maturity Date, and You would like
to
continue the contract, We will extend the Maturity Date if in doing so
this
contract still qualifies as life insurance according to the Internal
Revenue
Service and your state. By extending the Maturity Date, the contract
may not
qualify as life insurance and may be subject to tax consequences. A tax
advisor
should be consulted prior to electing to extend the Maturity Date. In
order to
continue the contract beyond the original Maturity Date, We will
require that
the death benefit not exceed the Contract Fund on the original Maturity
Date.
Generally, when We refer to the age of the insured person, We mean
his or her
age on the birthday prior to that particular date.
TAX EFFECTS
Contract Proceeds
The Internal Revenue Code of 1986 (Code) (in Section 7702) defines
life
insurance for tax purposes. Amendments to the Code made in 1988
place limits
on certain contract charges used in determining the maximum amount
of
premiums that may be paid under section 7702 for Contracts described
in this
prospectus. The Secretary of the Treasury ("Treasury") has issued
proposed
regulations that would specify what will be considered reasonable
mortality
charges for these limits. Guidance as to how section 7702 is to be
applied is,
however, limited.
With respect to a contract that is issued on the basis of a standard rate
class,
while there is some uncertainty due to the lack of guidance under
section 7702,
Midland believes that such a contract should meet the section 7702
definition
of a life insurance contract. With respect to a contract that is issued on a
substandard basis (i.e., a rate class involving higher than standard
mortality
risk), there is even less guidance, in particular as to how the new charge
requirements are to be applied in determining whether such a contract
meets
the section 7702 definition of a life insurance contract. Thus, it is not
clear
whether or not such a contract would satisfy section 7702, particularly
if the
contract owner pays the full amount of premiums permitted under the
contract.
If it is subsequently determined that only a lower amount of premiums
may be
paid for a contract to satisfy section 7702, Midland may take whatever
steps
are appropriate and reasonable to attempt to cause the contract to
comply with
section 7702, including possibly refunding any premiums paid which
exceed
that lower amount (together with interest or such other earnings on any
such
premiums as is required by law).
If the Specified Amount of a contract is increased or decreased, the
applicable
premium limitation may change. During the first fifteen years of the
contract,
there are certain events that may create taxable ordinary income to You
if at the
time of the event there has been a gain in the contract. These events
include:
A decrease in the Specified Amount;
A partial withdrawal;
A change from Option 2 to Option 1; or,
Any change that otherwise reduces benefits under the contract and that
results
in a cash distribution in order for the contract to continue to comply
with
Section 7702 relating to premium and cash value limitations.
Such income inclusion will also result, in certain circumstances, with
respect to
cash distributions made in anticipation of reductions in benefits under
the
contract.
Code Section 7702A affects the taxation of distributions (other than
proceeds
paid at the death of the insured) from certain variable life insurance
contracts:
1. If premiums are paid more rapidly than the rate defined by a "7-Pay
Test,"
the contract will be treated as a "modified endowment contract."
2. Any contract received in exchange for a contract classified as a
modified
endowment contract will be treated as a modified endowment contract
regardless of whether the contract received in the exchange meets the 7-
Pay
Test.
3. Loans, including unpaid loan interest, (as well as surrenders and
withdrawals) from a modified endowment contract will be considered
distributions.
4. Distributions (including loans) from a modified endowment contract
will be
taxed first as distribution of gain from the contract (to the extent that
gain
exists), and then as non-taxable recovery of basis.
5. An extra tax of 10% of any distribution includable in income will be
imposed, unless such distributions are made (1) after You attain age 59
1/2, (2)
on account of You becoming disabled, or (3) as substantially equal
annuity
payments over Your life or life expectancy.
For contracts not classified as modified endowment contacts,
distributions will
be taxed in accordance with the rules in effect prior to the enactment of
Section
7702A.
A contract that is not a modified endowment contract may be classified
as a
modified endowment contract if it is "materially changed" and the
materially
changed contract fails to meet the 7-Pay Test and any distributions from
such a
contract will be taxed as explained above.
Material changes include a requested increase in death benefit or a
change from
Option 1 to Option 2. Before making any change to a contract, a
competent tax
advisor should be consulted.
Additionally, any life insurance contracts which are treated as modified
endowment contracts and which are issued by Midland National Life or
any of
its affiliates:
with the same person designated as the owner;
on or after June 21, 1988; and
within any single calendar year
will be aggregated and treated as one contract for purposes of
determining any
tax on distributions.
Even if a contract is not a modified endowment contract, loans at very
low or
no net cost may be treated as distributions for federal income tax
purposes.
The Code (Section 817(h)) also authorizes the Secretary of the Treasury
to set
standards by regulation or otherwise for the investments of Separate
Account A
to be "adequately diversified" in order for Variable Executive Universal
Life to
be treated as a life insurance contract for federal tax purposes. Separate
Account A, through the Funds, intends to comply with the
diversification
requirements established by the Secretary although We do not control
the
Funds. We believe Separate Account A will be adequately diversified
to be
treated as a life insurance contract for federal tax purposes.
In certain circumstances, owners of variable life insurance contracts
may be
considered the owners, for federal income tax purposes, of the assets of
the
separate account used to support their contracts. In those circumstances,
income and gains from the separate account assets would be includable
in the
variable contract owner's gross income. The IRS has stated in published
rulings
that a variable contract owner will be considered the owner of separate
account
assets if the contract owner possesses incidents of ownership in those
assets,
such as the ability to exercise investment control over the assets. The
Treasury
Department also announced, in connection with the issuance of
regulations
concerning diversification, that those regulations "do not provide
guidance
concerning the circumstances in which investor control of the
investments of a
segregated asset account may cause the investor (i.e., the Policyowner),
rather
than the insurance company, to be treated as the owner of the assets in
the
account." This announcement also stated that guidance would be issued
by way
of regulations or rulings on the "extent to which policyholders may
direct their
investments to particular subaccounts without being treated as owners
of the
underlying assets." As of the date of this prospectus, no such guidance
has been
issued.
The ownership rights under Variable Executive Universal Life are
similar to,
but different in certain respects from, those described by the IRS in
rulings in
which it was determined that contract owners were not owners of
separate
account assets. For example, the owner has additional flexibility in
allocating
premium payments and contract values. These differences could result
in an
owner being treated as the owner of a pro rata portion of the assets of
Separate
Account A. In addition, Midland does not know what standards will be
set
forth, if any, in the regulations or rulings which the Treasury
Department has
stated it expects to issue. Midland therefore reserves the right to modify
the
contract as necessary to attempt to prevent an owner from being
considered the
owner of a pro rata share of the assets of Separate Account A or to
otherwise
qualify Variable Executive Universal Life for favorable tax treatment.
Assuming a contract is a life insurance contract for federal income tax
purposes, the contract should receive the same federal income tax
treatment as
fixed benefit life insurance. As a result, the life insurance proceeds
payable
under either benefit option should be excludable from the gross income
of the
beneficiary under Section 101 of the Code, and You should not be
deemed to
be in constructive receipt of the cash values under a contract until
actual
distribution.
A change of owners as well as a surrender or withdrawal, an
assignment of the
contract, a change from one death benefit option to another, and other
changes
reducing future death benefits may have tax consequences depending
on the
circumstances of such surrender or change. Upon complete surrender or
when
maturity benefits are paid, if the amount received plus the contract debt
exceeds the total premiums paid that are not treated as previously
withdrawn
by You, the excess generally will be treated as ordinary income.
Federal estate and state or local estate, inheritance and other tax
consequences
of ownership or receipt of contract proceeds depend on the
circumstances of
each contract owner or beneficiary.
A contract may be used in various arrangements, including nonqualified
deferred compensation or salary continuance plans, split dollar
insurance plans,
executive bonus plans, retiree medical benefit plans and others. The tax
consequences of such plans may vary depending on the particular facts
and
circumstances of each individual arrangement. Therefore, if You are
contemplating the use of a contract in any arrangement the value of
which
depends in part on its tax consequences, You should be sure to consult
a
qualified tax advisor regarding the tax attributes of the particular
arrangement.
Possible Charge for Midland's Taxes
At the present time, Midland makes no charge to the Separate Account
for any
Federal, state or local taxes (other than premium taxes) that it incurs
which
may be attributable to such Account or to the contracts. Midland,
however,
reserves the right in the future to make a charge for any such tax or
other
economic burden resulting from the application of the tax laws that it
determines to be properly attributable to the Separate Account or to the
contracts.
If such a charge is made, it would be set aside as a provision for taxes
which
We would keep in the affected division rather than in Our General
Account.
We anticipate that Our flexible premium variable life contractowners
would
benefit from any investment earnings that are not needed to maintain
this
provision.
Other Tax Considerations
The foregoing discussion is general and is not intended as tax advice. If
You
are concerned about these tax implications, You should consult a
competent
tax adviser. This discussion is based on Our understanding of the
present
federal income tax laws as they are currently interpreted by the Internal
Revenue Service. No representation is made as to the likelihood of
continuation of these current laws and interpretations, and We do not
make any
guarantee as to the tax status of the contract. It should be further
understood
that the foregoing discussion is not exhaustive and that special rules not
described in this prospectus may be applicable in certain situations.
Moreover,
no attempt has been made to consider any applicable state or other tax
laws.
PART 3: ADDITIONAL INFORMATION
YOUR VOTING RIGHTS AS AN OWNER
Fund Voting Rights
We invest the assets in the divisions of Our Separate Account in shares
of the
corresponding portfolios of the Funds. Midland is the legal owner of
the shares
and, as such, has the right to vote on certain matters. Among other
things, We
may vote to:
elect the Funds' Board of Directors,
ratify the selection of independent auditors for the Funds, and
vote on any other matters described in the Funds' current prospectuses
or
requiring a vote by shareholders under the Investment Company Act of
1940.
Even though We own the shares, We give You the opportunity to tell
Us how
to vote the number of shares that are allocated to Your contract. We
will vote
those shares at meetings of Fund shareholders according to Your
instructions.
The Funds will determine how often shareholder meetings are held. As
We
receive notice of these meetings, We will solicit Your voting
instructions. The
Funds are not required to hold a meeting in any given year.
If We do not receive instructions in time from all contractowners, We
will vote
shares for which no instructions have been received in a portfolio in the
same
proportion as We vote shares for which We have received instructions
in that
portfolio. We will also vote any Fund shares that We are entitled to
vote
directly due to amounts We have accumulated in Our Separate Account
in the
same proportions that contractowners vote. If the federal securities laws
or
regulations or interpretations of them change so that We are permitted
to vote
shares of the Fund in Our own right or to restrict contractowner voting,
We
may do so.
How We Determine Your Voting Shares
You may participate in voting only on matters concerning the Fund
portfolios
in which Your assets have been invested. We determine the number of
Fund
shares in each division that are attributable to Your contract by dividing
the
amount in Your Contract Fund allocated to that division by the net asset
value
of one share of the corresponding Fund portfolio as of the record date
set by the
Fund's Board for the Fund's shareholders meeting. The record date for
this
purpose must be at least 10 and no more than 90 days before the
meeting of the
Fund. We count fractional shares.
If You have a voting interest, We will send You proxy material and a
form for
giving Us voting instructions. In certain cases, We may disregard
instructions
relating to changes in the Fund's adviser or the investment policies of
its
portfolios. We will advise You if We do and give Our reasons in the
next
semiannual report to You.
Voting Privileges Of Participants In Other Companies
Currently, shares in the Variable Insurance Products Fund and the
Variable
Insurance Products Fund II are owned by other insurance companies to
support
their variable insurance products as well as Our Separate Account.
Those
shares generally will be voted according to the instructions of the
owners of
insurance contracts and contracts issued by those other insurance
companies. In
certain cases, an insurance company or some other owner of Fund
shares may
vote as they choose. This will dilute the effect of the voting instructions
of the
owners of Variable Executive Universal Life. We do not foresee any
disadvantage to this. Nevertheless, the Fund's Board of Directors will
monitor
events to identify conflicts that may arise and determine appropriate
action. If
We think any Fund action is insufficient, We will see that appropriate
action is
taken to protect Our contractowners.
OUR REPORTS TO CONTRACTOWNERS
Shortly after the end of the third, sixth, ninth, and twelfth Contract
Month, We
will send you a report that shows the current Death Benefit for Your
contract,
the value of Your Contract Fund, information about investment
divisions, the
Cash Surrender Value of Your contract, the amount of any outstanding
contract
loans that You may have, the amount of any interest that You owe on
the loan
and information about the current loan interest rate. The annual report
will also
show any transactions involving Your Contract Fund that occurred
during the
year. Transactions include Your premium allocations, Our deductions,
and any
transfers or withdrawals that You made in that year.
We will also send You semi-annual reports with financial information
on the
Funds, including a list of the investments held by each portfolio.
In addition, Our report will also contain any other information that is
required
by the insurance supervisory official in the jurisdiction in which this
insurance
contract is delivered.
Notices will be sent to You for transfers of amounts between
investment
divisions and certain other contract transactions.
LIMITS ON OUR RIGHT TO CHALLENGE THE CONTRACT
We can challenge the validity of Your insurance contract (based on
material
misstatements in the application) if it appears that the Insured Person is
not
actually covered by the contract, under Our rules. However, there are
some
limits on how and when We can challenge the contract.
We cannot challenge the contract after it has been in effect, during the
Insured
Person's lifetime, for two years from the date the contract was issued or
reinstated. (Some states may require Us to measure this in some other
way.)
We cannot challenge any contract change that requires evidence of
insurability
(such as an increase in Face Amount) after the change has been in effect
for
two years during the Insured Person's lifetime.
We can challenge at any time (and require proof of continuing
disability) an
additional benefit that provides benefits to the Insured Person in the
event that
the Insured Person becomes totally disabled.
If the Insured Person dies within the time that We may challenge the
validity of
the contract, We may delay payment until We decide whether to
challenge the
contract.
If the Insured Person's age or sex is misstated on any application, the
death
benefit and any additional benefits provided will be those which would
be
purchased by the most recent deduction for the cost of insurance and
the cost of
any additional benefits at the Insured Person's correct age and sex.
If the Insured Person commits suicide within two years after the date on
which
the contract was issued or reinstated, the death benefit will be limited to
the
total of all premiums that have been paid to the time of death minus the
amount
of any outstanding contract loan and loan interest and minus any partial
withdrawals of Net Cash Surrender Value. If the Insured Person
commits
suicide within two years after the effective date of an increase in
Specified
Amount that You requested, We will pay the Specified Amount which
was in
effect before the increase, plus the monthly cost of insurance
deductions for the
increase (Some states require Us to measure this time by some other
date.)
YOUR PAYMENT OPTIONS
Contract benefits or other payments such as the Net Cash Surrender
Value or
Death Benefit may be paid immediately in one sum or You may choose
another
form of payment for all or part of the money. Payments under these
options are
not affected by the investment experience of any investment division of
Our
Separate Account. Instead, interest accrues pursuant to the options
chosen. If
You do not arrange for a specific form of payment before the Insured
Person
dies, the beneficiary will have this choice. However, if You do make an
arrangement with Us for how the money will be paid, the beneficiary
cannot
change Your choice after the Insured Person dies. Payment Options will
also be
subject to Our rules at the time of selection. Our consent is required
when
optional payment is selected and the payee is either an assignee or not a
natural
person. Currently, these alternate payment options are only available if
the
proceeds applied are $1,000 or more and any periodic payment will be
at least
$20.
You have the following payment options:
1. Deposit Option: The money will stay on deposit with Us for a period
that
You and We agree upon. You will receive interest on the money at a
declared
interest rate.
2. Installment Options: There are two ways that We pay installments:
a. Fixed Period: We will pay the amount applied in equal installments
plus
applicable interest, for a specific number of years, for up to 30 years.
b. Fixed Amount: We will pay the sum in installments in an amount
that You
and We agree upon. We will pay the installments until We pay the
original
amount, together with any interest You have earned.
3. Monthly Life Income Option: We will pay the money as monthly
income for
life. You may choose any one of 4 ways to receive the income: We will
guarantee payments for at least 10 years (called "10 Years Certain"); at
least 20
years (called "20 Years Certain"); at least 5 years (called "5 Years
Certain"); or
payment only for life.
4. Other: You may ask Us to apply the money under any option that We
make
available at the time the benefit is paid.
We guarantee interest under the Deposit Option at the rate of 2.75% a
year, and
under either Installment Option at 2.75% a year. We may also allow
interest
under the Deposit Option and under either Installment Option at a rate
that is
above the guaranteed rate.
The beneficiary or any other person who is entitled to receive payment
may
name a successor to receive any amount that We would otherwise pay
to that
person's estate if that person died. The person who is entitled to receive
payment may change the successor at any time.
We must approve any arrangements that involve more than one of the
payment
options, or a payee who is not a natural person (for example, a
corporation), or
a payee who is a fiduciary. Also, the details of all arrangements will be
subject
to our rules at the time the arrangements take effect. This includes rules
on the
minimum amount We will pay under an option, minimum amounts for
installment payments, withdrawal or commutation rights (Your rights to
receive payments over time, for which We may offer You a lump sum
payment), the naming of people who are entitled to receive payment
and their
successors, and the ways of proving age and survival.
You will make Your choice of a payment option (or any later changes)
and
Your choice will take effect in the same way as it would if You were
changing
a beneficiary. (See Your Beneficiary below). Any amounts that We pay
under
the payment options will not be subject to the claims of creditors or to
legal
process, to the extent that the law provides.
YOUR BENEFICIARY
You name Your beneficiary when You apply for Your contract. The
beneficiary is entitled to the insurance benefits of the contract. You may
change the beneficiary during the Insured Person's lifetime by writing to
Our
Home Office. If no beneficiary is living when the Insured Person dies,
We will
pay the Death Benefit in equal shares to the Insured Person's surviving
children. If there are no surviving children, We will pay the Death
Benefit to
the Insured Person's estate.
ASSIGNING YOUR CONTRACT
You may assign (transfer) Your rights in this contract to someone else
as
collateral for a loan or for some other reason. If You do, You must send
a copy
of the assignment to Our Home Office. We are not responsible for any
payment
We make or any action We take before We receive notice of the
assignment or
for the validity of the assignment. An absolute assignment is a change
of
ownership.
WHEN WE PAY PROCEEDS FROM THIS CONTRACT
We will generally pay any death benefits, Net Cash Surrender Value or
loan
proceeds within seven days after We receive the required form or
request (and
other documents that may be required for payment of death benefits) at
Our
Home Office. Death benefits are determined as of the date of death of
the
Insured Person and will not be affected by subsequent changes in the
Accumulation Unit values of the investment divisions of Our Separate
Account. We pay interest from the date of death to the date of payment.
We may, however, delay payment for one of more of the following
reasons:
We contest the contract.
We cannot determine the amount of the payment because the New York
Stock
Exchange is closed, because trading in securities has been restricted by
the
Securities and Exchange Commission, or because the SEC has declared
that an
emergency exists.
The SEC by order permits us to delay payment to protect our
contractowners.
We may also delay any payment until Your premium checks have
cleared Your
bank.
We may defer payment of any loan amount, or withdrawal or surrender
from
the General Account, for up to six months after We receive Your
request.
DIVIDENDS
We do not pay any dividends on the contract described in this
prospectus.
MIDLAND'S SALES AND OTHER AGREEMENTS
Sales Agreements
The contract will be sold by individuals who, in addition to being
licensed as
life insurance agents for Midland National Life, are also registered
representatives of Walnut Street Securities (WSS), the principal
underwriter of
the contracts, or broker-dealers which have entered into written sales
agreements with WSS. WSS is registered with the SEC as a broker-
dealer
under the Securities Exchange Act of 1934 and is a member of the
National
Association of Securities Dealers, Inc.
During the first Contract Year, We will pay agents a commission of up
to 50%
of premiums paid. For subsequent years, the commission allowance
may equal
an amount up to 2.5% of premiums paid. Beyond the fifteenth Contract
Year,
We pay no commission. Certain persistency and production bonus may
also be
paid.
We may also sell Our contracts through broker-dealers registered with
the
Securities and Exchange Commission under the Securities Exchange
Act of
1934 which enter into selling agreements with us. The commission for
broker-
dealers will be no more than that described above.
REGULATION
We are regulated and supervised by the South Dakota Insurance
Department. In
addition, We are subject to the insurance laws and regulations in every
jurisdiction where We sell contracts. This contract has been filed with
and
approved by insurance officials in such states. As a result, the
provisions of this
contract may vary somewhat from jurisdiction to jurisdiction.
We submit annual reports on Our operations and finances to insurance
officials
in all the jurisdictions where We sell contracts. The officials are
responsible for
reviewing our reports to be sure that we are financially sound and that
We are
complying with applicable laws and regulations.
We are also subject to various federal securities laws and regulations.
DISCOUNT FOR MIDLAND EMPLOYEES
Midland employees may receive a discount of up to 45 percent of first
year
premium. The discount will be effected by Midland paying the discount
as the
employee pays the qualifying premium. All other contract provisions
will
apply.
LEGAL MATTERS
The law firm of Sutherland, Asbill & Brennan, Washington, DC, has
provided
advice regarding certain matters relating to federal securities laws.
LEGAL PROCEEDINGS
We are not involved in any material legal proceedings.
FINANCIAL AND ACTUARIAL
The financial statements of Midland National Life Separate Account A
and
Midland National Life Insurance Company included in this prospectus
and the
registration statement have been audited by Coopers & Lybrand LLP,
independent auditors, for the periods indicated in their report which
appears in
this prospectus and in the registration statement. Such financial
statements
have been included herein in reliance upon such report given upon the
authority of the firm as experts in accounting and auditing.
Actuarial matters in this prospectus have been examined by Russell A.
Evenson, F.S.A., M.A.A.A., who is Senior Vice President and Actuary
of
Midland. His opinion on actuarial matters is filed as an exhibit to the
Registration Statement We filed with the Securities and Exchange
Commission.
ADDITIONAL INFORMATION
We have filed a Registration Statement relating to the Separate Account
and
the variable life insurance contract described in this prospectus with the
Securities and Exchange Commission. The Registration Statement,
which is
required by the Securities Act of 1933, includes additional information
that is
not required in this prospectus under the rules and regulations of the
SEC. If
You would like the additional information, You may obtain it from the
SEC's
main office in Washington, DC You will have to pay a fee for the
material.
Management of Midland
Here is a list of our directors and officers.
Directors
Name Principal Occupation and Business Address
John C. Watson Chief Executive Officer & Chairman of
the
Board
Midland National Life, One Midland Plaza, Sioux Falls,
SD
57193
Michael M. Masterson President and Chief Operating
Officer
Midland National Life, One Midland Plaza, Sioux Falls,
SD
57193
William D. Sims Senior Vice President, Administration
Midland National Life, One Midland Plaza Sioux Falls,
SD
57193
Russell A. Evenson Senior Vice President & Actuary
Midland National Life, One Midland Plaza Sioux Falls,
SD
57193
John J. Craig, II Senior Vice President & Chief Financial
Officer
Midland National Life, One Midland Plaza Sioux Falls,
SD
57193
Robert W. Korba Board of Directors Member
Sammons Enterprises, Inc., 300 Crescent CT., Dallas,
TX
75201
James N. Whitson Board of Directors Member
Sammons Enterprises, Inc., 300 Crescent CT., Dallas,
TX
75201
Executive Officers (other than Directors)
Jack L. Briggs Vice President, Secretary and General Counsel
Gary W. Helder Vice President, Policy Administration
E John Fromelt Senior Vice President & Chief
Investment
Officer
Appendix
Illustrations of Contract Funds, Cash Surrender Values and Death
Benefits
Following are a series of tables that illustrate how the contract funds,
cash
surrender values, and death benefits of a contract change with the
investment
performance of the Funds. The tables show how the contract funds,
cash
surrender values, and death benefits of a contract issued to an insured of
a
given age and given premium would vary over time if the return on the
assets
held in each Portfolio of the Funds were a constant gross, after tax
annual rate
of 0%, 6%, or 12%. The tables on pages 30 through 32 illustrate a
contract
issued to a male, age 25, under a standard rate preferred non-smoker
underwriting risk classification. The tables on pages 33 through 35
illustrate a
contract issued to a male, age 40, under a standard rate preferred non-
smoker
underwriting risk classification. The contract funds, cash surrender
values, and
death benefits would be different from those shown if the returns
averaged 0%,
6%, and 12% over a period of years, but fluctuated above and below
those
averages for individual contract years.
The amount of the contract fund exceeds the cash surrender value
during the
first twelve contract years due to the surrender charge. For contract
years
thirteen and after, the contract fund and cash surrender value are equal,
since
the surrender charge has reduced to zero.
The second column shows the accumulation value of the premiums
paid at the
stated interest rate. The third and sixth columns illustrate the contract
funds
and the fourth and seventh columns illustrate the cash surrender values
of the
contract over the designated period. The contract funds shown in the
third
column and the cash values shown in the fourth column assume the
monthly
charge for cost of insurance is based upon the current cost of insurance
rates.
The contract funds shown in the sixth column and the cash surrender
values
shown in the seventh column assume the monthly charge for cost of
insurance
is based upon the cost of insurance rates that we guarantee. The
maximum cost
of insurance rates allowable under the contract are based on the
Commissioner's 1980 Standard Ordinary Mortality Table. The fifth and
eighth
columns illustrate the death benefit of a contract over the designated
period.
The illustrations of death benefits reflect the same assumptions as the
contract
fund and cash surrender values. The death benefit values also vary
between
tables, depending upon whether Option 1 or Option 2 death benefits are
illustrated.
The amounts shown for the death benefit, contract funds, and cash
surrender
values reflect the fact that the net investment return of the divisions of
our
Separate Account is lower than the gross, after-tax return on the assets
in the
Funds, as a result of expenses paid by the Funds and charges levied
against the
divisions of our Separate Account. The illustrations also reflect the
2.5% sales
charge deduction from each premium, the 2.5% premium tax deduction
from
each premium and the $6.00 per month expense charge (for the first
fifteen
years on a current basis) as well as current and guaranteed cost of
insurance
charges.
The contract values shown assume daily investment advisory fees and
operating expenses equivalent to an annual rate of .66% of the
aggregate
average daily net assets of the Portfolios of the Funds (the average rate
of the
Portfolios for December, 1995). The actual fees and expenses
associated with
the contract may be more or less than .66% and will depend on how
allocations
are made to each investment division. The contract values also take into
account a daily charge to each division of Separate Account A for
assuming
mortality and expense risks and administrative charges which is
equivalent to a
charge at an annual rate of .90% (.50% after year 10 on a current basis)
of the
average net assets of the divisions of Separate Account A. After
deductions of
these amounts, the illustrated gross investment rates of 0%, 6%, and
12%
correspond to approximate net annual rates of -1.56%, 4.44%, and
10.44%,
respectively (-1.16%, 4.84%, 10.84% after year 10 on a current basis).
The hypothetical values shown in the tables do not reflect any charges
for
federal income taxes against Separate Account A since Midland is not
currently making such charges. However, if, in the future, such charges
are
made, the gross annual investment rate of return would have to exceed
the
stated investment rates by a sufficient amount to cover the tax charges
in order
to produce the contract funds, cash surrender values, and death benefits
illustrated.
The tables illustrate the contract values that would result based on
hypothetical
investment rates of return if premiums are paid in full at the beginning
of each
year and if no contract loans have been made. The values would vary
from
those shown if the assumed annual premium payments were paid in
installments during a year. The values would also vary if the contract
owner
varied the amount or frequency of premium payments. The tables also
assume
that the contract owner has not requested an increase or decrease in
Specified
Amount, that no withdrawals have been made and no withdrawal
charges
imposed, that no contract loans have been taken, and that no transfers
have
been made and no transfer charges imposed.
<PAGE>
<TABLE>
MIDLAND NATIONAL LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
DEATH BENEFIT OPTION 1 ASSUMED HYPOTHETICAL
GROSS
MALE PREFERRED NON-SMOKER ISSUE AGE 25 ANNUAL
RATE
OF RETURN: 0%
$200,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL
PREMIUM(1): $1500
<CAPTION>
PREMIUMS ASSUMING CURRENT COSTS
ASSUMING GUARANTEED COSTS
END ACCUMULATED
OF AT 5% INTEREST CONTRACT SURRENDER
DEATH
CONTRACT SURRENDER DEATH
YEAR PER YEAR FUND(2) VALUE(2)
BENEFIT(2)
FUND(2) VALUE(2) BENEFIT(2)
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,575 1,166 192 200,000 1,024 50 200,000
2 3,229 2,291 1,220 200,000 2,057 986 200,000
3 4,965 3,400 2,231 200,000 3,075 1,907 200,000
4 6,788 4,492 3,226 200,000 4,079 2,813 200,000
5 8,703 5,569 4,205 200,000 5,069 3,706 200,000
6 10,713 6,629 5,168 200,000 6,045 4,584 200,000
7 12,824 7,674 6,116 200,000 7,007 5,448 200,000
8 15,040 8,704 7,324 200,000 7,932 6,552 200,000
9 17,367 9,719 8,550 200,000 8,845 7,676 200,000
10 19,810 10,718 9,793 200,000 9,721 8,796 200,000
11 22,376 11,752 11,102 200,000 10,586 9,937 200,000
12 25,069 12,752 12,411 200,000 11,416 11,074 200,000
13 27,898 13,741 13,741 200,000 12,213 12,213 200,000
14 30,868 14,720 14,720 200,000 12,976 12,976 200,000
15 33,986 15,667 15,667 200,000 13,707 13,707 200,000
16 37,261 16,653 16,653 200,000 14,384 14,384 200,000
17 40,699 17,608 17,608 200,000 15,029 15,029 200,000
18 44,309 18,531 18,531 200,000 15,623 15,623 200,000
19 48,099 19,424 19,424 200,000 16,165 16,165 200,000
20 52,079 20,264 20,264 200,000 16,657 16,657 200,000
21 56,258 21,055 21,055 200,000 17,099 17,099 200,000
22 60,646 21,816 21,816 200,000 17,493 17,493 200,000
23 65,253 22,549 22,549 200,000 17,817 17,817 200,000
24 70,091 23,254 23,254 200,000 18,094 18,094 200,000
25 75,170 23,932 23,932 200,000 18,303 18,303 200,000
30 104,641 26,699 26,699 200,000 17,930 17,930 200,000
35 142,254 28,079 28,079 200,000 14,115 14,115 200,000
40 190,260 27,143 27,143 200,000 4,307 4,307 200,000
<FN>
ASSUMES A $1500 PREMIUM IS PAID AT THE BEGINNING OF
EACH
CONTRACT YEAR. VALUES WOULD BE DIFFERENT IF
PREMIUMS
ARE PAID WITH A DIFFERENT FREQUENCY OR IN DIFFERENT
AMOUNTS.
ASSUMES THAT NO CONTRACT LOANS OR WITHDRAWALS
HAVE
BEEN MADE. ZERO VALUES INDICATE LAPSE IN THE
ABSENCE OF
AN ADDITIONAL PREMIUM PAYMENT.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN
SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT
RATES OF
RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS
BY THE
OWNER AND DIFFERENT INVESTMENT RATES OF RETURN
FOR
THE FUND SERIES. THE CONTRACT FUND, SURRENDER
VALUE
AND DEATH BENEFIT FOR A CONTRACT WOULD BE
DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES
OF
RETURN AVERAGED OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
THE
INDIVIDUAL CONTRACT YEARS. NO REPRESENTATION CAN
BE
MADE BY MIDLAND, THE SEPARATE ACCOUNT, OR THE
FUND
THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY
PERIOD
OF TIME.
</TABLE>
<PAGE>
<TABLE>
MIDLAND NATIONAL LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
DEATH BENEFIT OPTION 1 ASSUMED HYPOTHETICAL
GROSS
MALE PREFERRED NON-SMOKER ISSUE AGE 25 ANNUAL
RATE
OF RETURN: 6%
$200,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL
PREMIUM(1): $1500
<CAPTION>
PREMIUMS ASSUMING CURRENT COSTS
ASSUMING GUARANTEED COSTS
END ACCUMULATED
OF AT 5% INTEREST CONTRACT SURRENDER
DEATH
CONTRACT SURRENDER DEATH
YEAR PER YEAR FUND(2) VALUE(2)
BENEFIT(2)
FUND(2) VALUE(2) BENEFIT(2)
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,575 1,244 270 200,000 1,097 124 200,000
2 3,229 2,519 1,448 200,000 2,269 1,198 200,000
3 4,965 3,853 2,685 200,000 3,495 2,326 200,000
4 6,788 5,247 3,981 200,000 4,777 3,511 200,000
5 8,703 6,705 5,341 200,000 6,118 4,754 200,000
6 10,713 8,228 6,768 200,000 7,520 6,059 200,000
7 12,824 9,821 8,263 200,000 8,987 7,428 200,000
8 15,040 11,487 10,107 200,000 10,498 9,118 200,000
9 17,367 13,227 12,058 200,000 12,078 10,909 200,000
10 19,810 15,047 14,122 200,000 13,708 12,783 200,000
11 22,376 17,015 16,366 200,000 15,413 14,764 200,000
12 25,069 19,058 18,717 200,000 17,175 16,834 200,000
13 27,898 21,202 21,202 200,000 18,996 18,996 200,000
14 30,868 23,452 23,452 200,000 20,879 20,879 200,000
15 33,986 25,792 25,792 200,000 22,828 22,828 200,000
16 37,261 28,301 28,301 200,000 24,825 24,825 200,000
17 40,699 30,914 30,914 200,000 26,894 26,894 200,000
18 44,309 33,636 33,636 200,000 29,019 29,019 200,000
19 48,099 36,475 36,475 200,000 31,202 31,202 200,000
20 52,079 39,417 39,417 200,000 33,448 33,448 200,000
21 56,258 42,467 42,467 200,000 35,760 35,760 200,000
22 60,646 45,653 45,653 200,000 38,144 38,144 200,000
23 65,253 48,982 48,982 200,000 40,584 40,584 200,000
24 70,091 52,463 52,463 200,000 43,104 43,104 200,000
25 75,170 56,103 56,103 200,000 45,690 45,690 200,000
30 104,641 76,853 76,853 200,000 59,426 59,426 200,000
35 142,254 102,620 102,620 200,000 74,153 74,153 200,000
40 190,260 134,840 134,840 200,000 89,068 89,068 200,000
<FN>
ASSUMES A $1500 PREMIUM IS PAID AT THE BEGINNING OF
EACH
CONTRACT YEAR. VALUES WOULD BE DIFFERENT IF
PREMIUMS
ARE PAID WITH A DIFFERENT FREQUENCY OR IN DIFFERENT
AMOUNTS.
ASSUMES THAT NO CONTRACT LOANS OR WITHDRAWALS
HAVE
BEEN MADE. ZERO VALUES INDICATE LAPSE IN THE
ABSENCE OF
AN ADDITIONAL PREMIUM PAYMENT.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN
SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT
RATES OF
RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS
BY THE
OWNER AND DIFFERENT INVESTMENT RATES OF RETURN
FOR
THE FUND SERIES. THE CONTRACT FUND, SURRENDER
VALUE
AND DEATH BENEFIT FOR A CONTRACT WOULD BE
DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES
OF
RETURN AVERAGED OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
THE
INDIVIDUAL CONTRACT YEARS. NO REPRESENTATION CAN
BE
MADE BY MIDLAND, THE SEPARATE ACCOUNT, OR THE
FUND
THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY
PERIOD
OF TIME.
</TABLE>
<PAGE>
<TABLE>
MIDLAND NATIONAL LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
DEATH BENEFIT OPTION 1 ASSUMED HYPOTHETICAL
GROSS
MALE PREFERRED NON-SMOKER ISSUE AGE 25 ANNUAL
RATE
OF RETURN: 12%
$200,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL
PREMIUM(1): $1500
<CAPTION>
PREMIUMS ASSUMING CURRENT COSTS
ASSUMING GUARANTEED COSTS
END ACCUMULATED
OF AT 5% INTEREST CONTRACT SURRENDER
DEATH
CONTRACT SURRENDER DEATH
YEAR PER YEAR FUND(2) VALUE(2)
BENEFIT(2)
FUND(2) VALUE(2) BENEFIT(2)
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,575 1,322 348 200,000 1,171 197 200,000
2 3,229 2,757 1,687 200,000 2,490 1,419 200,000
3 4,965 4,345 3,176 200,000 3,950 2,782 200,000
4 6,788 6,099 4,833 200,000 5,564 4,298 200,000
5 8,703 8,039 6,676 200,000 7,350 5,986 200,000
6 10,713 10,183 8,722 200,000 9,325 7,864 200,000
7 12,824 12,554 10,995 200,000 11,509 9,950 200,000
8 15,040 15,174 13,794 200,000 13,901 12,521 200,000
9 17,367 18,071 16,902 200,000 16,546 15,377 200,000
10 19,810 21,273 20,347 200,000 19,450 18,524 200,000
11 22,376 24,903 24,254 200,000 22,662 22,012 200,000
12 25,069 28,909 28,568 200,000 26,193 25,852 200,000
13 27,898 33,354 33,354 200,000 30,078 30,078 200,000
14 30,868 38,285 38,285 200,000 34,356 34,356 200,000
15 33,986 43,738 43,738 200,000 39,069 39,069 200,000
16 37,261 49,845 49,845 200,000 44,246 44,246 200,000
17 40,699 56,605 56,605 200,000 49,957 49,957 200,000
18 44,309 64,090 64,090 200,000 56,244 56,244 200,000
19 48,099 72,384 72,384 200,000 63,170 63,170 200,000
20 52,079 81,560 81,560 200,000 70,809 70,809 200,000
21 56,258 91,722 91,722 200,000 79,241 79,241 200,000
22 60,646 102,986 102,986 215,240 88,557 88,557 200,000
23 65,253 115,444 115,444 234,351 98,843 98,843 200,651
24 70,091 129,222 129,222 254,567 110,197 110,197 217,087
25 75,170 144,462 144,462 275,923 122,677 122,677 234,312
30 104,641 248,680 248,680 390,428 206,329 206,329 323,936
35 142,254 421,690 421,690 565,065 341,135 341,135 457,121
40 190,260 708,546 708,546 864,426 557,866 557,866 680,597
<FN>
ASSUMES A $1500 PREMIUM IS PAID AT THE BEGINNING OF
EACH
CONTRACT YEAR. VALUES WOULD BE DIFFERENT IF
PREMIUMS
ARE PAID WITH A DIFFERENT FREQUENCY OR IN DIFFERENT
AMOUNTS.
ASSUMES THAT NO CONTRACT LOANS OR WITHDRAWALS
HAVE
BEEN MADE. ZERO VALUES INDICATE LAPSE IN THE
ABSENCE OF
AN ADDITIONAL PREMIUM PAYMENT.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN
SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT
RATES OF
RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS
BY THE
OWNER AND DIFFERENT INVESTMENT RATES OF RETURN
FOR
THE FUND SERIES. THE CONTRACT FUND, SURRENDER
VALUE
AND DEATH BENEFIT FOR A CONTRACT WOULD BE
DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES
OF
RETURN AVERAGED OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
THE
INDIVIDUAL CONTRACT YEARS. NO REPRESENTATION CAN
BE
MADE BY MIDLAND, THE SEPARATE ACCOUNT, OR THE
FUND
THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY
PERIOD
OF TIME.
</TABLE>
<PAGE>
<TABLE>
MIDLAND NATIONAL LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
DEATH BENEFIT OPTION 1 ASSUMED HYPOTHETICAL
GROSS
MALE PREFERRED NON-SMOKER ISSUE AGE 40 ANNUAL
RATE
OF RETURN: 0%
$200,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL
PREMIUM(1): $3000
<CAPTION>
PREMIUMS ASSUMING CURRENT COSTS
ASSUMING GUARANTEED COSTS
END ACCUMULATED
OF AT 5% INTEREST CONTRACT SURRENDER
DEATH
CONTRACT SURRENDER DEATH
YEAR PER YEAR FUND(2) VALUE(2)
BENEFIT(2)
FUND(2) VALUE(2) BENEFIT(2)
<S> <C> <C> <C> <C> <C> <C> <C>
1 3,150 2,476 1,119 200,000 2,264 907 200,000
2 6,458 4,893 3,341 200,000 4,475 2,923 200,000
3 9,930 7,253 5,506 200,000 6,612 4,864 200,000
4 13,577 9,557 7,615 200,000 8,675 6,732 200,000
5 17,406 11,785 9,647 200,000 10,667 8,529 200,000
6 21,426 13,937 11,605 200,000 12,590 10,257 200,000
7 25,647 16,039 13,512 200,000 14,445 11,917 200,000
8 30,080 18,091 15,823 200,000 16,213 13,944 200,000
9 34,734 20,095 18,150 200,000 17,916 15,972 200,000
10 39,620 22,051 20,495 200,000 19,537 17,981 200,000
11 44,751 24,059 22,957 200,000 21,054 19,952 200,000
12 50,139 26,008 25,425 200,000 22,471 21,888 200,000
13 55,796 27,900 27,900 200,000 23,791 23,791 200,000
14 61,736 29,734 29,734 200,000 24,973 24,973 200,000
15 67,972 31,494 31,494 200,000 26,041 26,041 200,000
16 74,521 33,252 33,252 200,000 26,957 26,957 200,000
17 81,397 34,958 34,958 200,000 27,723 27,723 200,000
18 88,617 36,613 36,613 200,000 28,341 28,341 200,000
19 96,198 38,198 38,198 200,000 28,773 28,773 200,000
20 104,158 39,696 39,696 200,000 29,020 29,020 200,000
21 112,516 41,110 41,110 200,000 29,064 29,064 200,000
22 121,291 42,422 42,422 200,000 28,864 28,864 200,000
23 130,506 43,616 43,616 200,000 28,380 28,380 200,000
24 140,181 44,675 44,675 200,000 27,589 27,589 200,000
25 150,340 45,566 45,566 200,000 26,446 26,446 200,000
30 209,282 47,929 47,929 200,000 13,932 13,932 200,000
35 284,509 46,194 46,194 200,000 0 0 0
40 380,519 37,625 37,625 200,000 0 0 0
<FN>
ASSUMES A $3000 PREMIUM IS PAID AT THE BEGINNING OF
EACH
CONTRACT YEAR. VALUES WOULD BE DIFFERENT IF
PREMIUMS
ARE PAID WITH A DIFFERENT FREQUENCY OR IN DIFFERENT
AMOUNTS.
ASSUMES THAT NO CONTRACT LOANS OR WITHDRAWALS
HAVE
BEEN MADE. ZERO VALUES INDICATE LAPSE IN THE
ABSENCE OF
AN ADDITIONAL PREMIUM PAYMENT.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN
SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT
RATES OF
RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS
BY THE
OWNER AND DIFFERENT INVESTMENT RATES OF RETURN
FOR
THE FUND SERIES. THE CONTRACT FUND, SURRENDER
VALUE
AND DEATH BENEFIT FOR A CONTRACT WOULD BE
DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES
OF
RETURN AVERAGED OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
THE
INDIVIDUAL CONTRACT YEARS. NO REPRESENTATION CAN
BE
MADE BY MIDLAND, THE SEPARATE ACCOUNT, OR THE
FUND
THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY
PERIOD
OF TIME.
</TABLE>
<PAGE>
<TABLE>
MIDLAND NATIONAL LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
DEATH BENEFIT OPTION 1 ASSUMED HYPOTHETICAL
GROSS
MALE PREFERRED NON-SMOKER ISSUE AGE 40 ANNUAL
RATE
OF RETURN: 6%
$200,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL
PREMIUM(1): $3000
<CAPTION>
PREMIUMS ASSUMING CURRENT COSTS
ASSUMING GUARANTEED COSTS
END ACCUMULATED
OF AT 5% INTEREST CONTRACT SURRENDER
DEATH
CONTRACT SURRENDER DEATH
YEAR PER YEAR FUND(2) VALUE(2)
BENEFIT(2)
FUND(2) VALUE(2) BENEFIT(2)
<S> <C> <C> <C> <C> <C> <C> <C>
1 3,150 2,636 1,279 200,000 2,418 1,060 200,000
2 6,458 5,369 3,817 200,000 4,925 3,373 200,000
3 9,930 8,204 6,457 200,000 7,503 5,756 200,000
4 13,577 11,146 9,204 200,000 10,156 8,214 200,000
5 17,406 14,178 12,041 200,000 12,889 10,752 200,000
6 21,426 17,306 14,974 200,000 15,708 13,376 200,000
7 25,647 20,558 18,031 200,000 18,617 16,090 200,000
8 30,080 23,940 21,672 200,000 21,601 19,332 200,000
9 34,734 27,460 25,515 200,000 24,687 22,742 200,000
10 39,620 31,124 29,568 200,000 27,860 26,304 200,000
11 44,751 35,076 33,974 200,000 31,106 30,004 200,000
12 50,139 39,191 38,607 200,000 34,433 33,849 200,000
13 55,796 43,479 43,479 200,000 37,846 37,846 200,000
14 61,736 47,951 47,951 200,000 41,316 41,316 200,000
15 67,972 52,601 52,601 200,000 44,868 44,868 200,000
16 74,521 57,516 57,516 200,000 48,475 48,475 200,000
17 81,397 62,656 62,656 200,000 52,145 52,145 200,000
18 88,617 68,037 68,037 200,000 55,888 55,888 200,000
19 96,198 73,656 73,656 200,000 59,681 59,681 200,000
20 104,158 79,517 79,517 200,000 63,533 63,533 200,000
21 112,516 85,639 85,639 200,000 67,441 67,441 200,000
22 121,291 92,027 92,027 200,000 71,385 71,385 200,000
23 130,506 98,693 98,693 200,000 75,349 75,349 200,000
24 140,181 105,649 105,649 200,000 79,332 79,332 200,000
25 150,340 112,901 112,901 200,000 83,321 83,321 200,000
30 209,282 155,056 155,056 200,000 103,255 103,255 200,000
35 284,509 210,561 210,561 225,300 122,184 122,184 200,000
40 380,519 281,394 281,394 295,464 138,321 138,321 200,000
<FN>
ASSUMES A $3000 PREMIUM IS PAID AT THE BEGINNING OF
EACH
CONTRACT YEAR. VALUES WOULD BE DIFFERENT IF
PREMIUMS
ARE PAID WITH A DIFFERENT FREQUENCY OR IN DIFFERENT
AMOUNTS.
ASSUMES THAT NO CONTRACT LOANS OR WITHDRAWALS
HAVE
BEEN MADE. ZERO VALUES INDICATE LAPSE IN THE
ABSENCE OF
AN ADDITIONAL PREMIUM PAYMENT.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN
SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT
RATES OF
RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS
BY THE
OWNER AND DIFFERENT INVESTMENT RATES OF RETURN
FOR
THE FUND SERIES. THE CONTRACT FUND, SURRENDER
VALUE
AND DEATH BENEFIT FOR A CONTRACT WOULD BE
DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES
OF
RETURN AVERAGED OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
THE
INDIVIDUAL CONTRACT YEARS. NO REPRESENTATION CAN
BE
MADE BY MIDLAND, THE SEPARATE ACCOUNT, OR THE
FUND
THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY
PERIOD
OF TIME.
</TABLE>
<PAGE>
<TABLE>
MIDLAND NATIONAL LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
DEATH BENEFIT OPTION 1 ASSUMED HYPOTHETICAL
GROSS
MALE PREFERRED NON-SMOKER ISSUE AGE 40 ANNUAL
RATE
OF RETURN: 12%
$200,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL
PREMIUM(1): $3000
<CAPTION>
PREMIUMS ASSUMING CURRENT COSTS
ASSUMING GUARANTEED COSTS
END ACCUMULATED
OF AT 5% INTEREST CONTRACT SURRENDER
DEATH
CONTRACT SURRENDER DEATH
YEAR PER YEAR FUND(2) VALUE(2)
BENEFIT(2)
FUND(2) VALUE(2) BENEFIT(2)
<S> <C> <C> <C> <C> <C> <C> <C>
1 3,150 2,797 1,439 200,000 2,572 1,214 200,000
2 6,458 5,865 4,313 200,000 5,394 3,842 200,000
3 9,930 9,234 7,487 200,000 8,470 6,723 200,000
4 13,577 12,937 10,995 200,000 11,829 9,887 200,000
5 17,406 16,987 14,850 200,000 15,503 13,366 200,000
6 21,426 21,423 19,090 200,000 19,528 17,195 200,000
7 25,647 26,310 23,782 200,000 23,943 21,416 200,000
8 30,080 31,698 29,429 200,000 28,772 26,503 200,000
9 34,734 37,642 35,697 200,000 34,084 32,139 200,000
10 39,620 44,204 42,648 200,000 39,915 38,35 200,000
11 44,751 51,638 50,535 200,000 46,306 45,203 200,000
12 50,139 59,864 59,280 200,000 53,324 52,740 200,000
13 55,796 68,975 68,975 200,000 61,047 61,047 200,000
14 61,736 79,074 79,074 200,000 69,527 69,527 200,000
15 67,972 90,264 90,264 200,000 78,878 78,878 200,000
16 74,521 102,751 102,751 200,000 89,179 89,179 200,000
17 81,397 116,628 116,628 200,000 100,557 100,557 200,000
18 88,617 132,058 132,058 200,000 113,156 113,156 200,000
19 96,198 149,216 149,216 205,918 127,120 127,120 200,000
20 104,158 168,235 168,235 225,435 142,638 142,638 200,000
21 112,516 189,292 189,292 246,079 159,908 159,908 207,880
22 121,291 212,578 212,578 272,100 178,936 178,936 229,039
23 130,506 238,329 238,329 300,295 199,838 199,838 251,796
24 140,181 266,803 266,803 330,836 222,801 222,801 276,273
25 150,340 298,280 298,280 363,901 248,032 248,032 302,599
30 209,282 513,212 513,212 595,326 416,270 416,270 482,874
35 284,509 870,224 870,224 931,140 686,176 686,176 734,208
40 380,519 1,466,150 1,466,150 1,539,457 1,124,820 1,124,820 1,181,061
<FN>
ASSUMES A $3000 PREMIUM IS PAID AT THE BEGINNING OF
EACH
CONTRACT YEAR. VALUES WOULD BE DIFFERENT IF
PREMIUMS
ARE PAID WITH A DIFFERENT FREQUENCY OR IN DIFFERENT
AMOUNTS.
ASSUMES THAT NO CONTRACT LOANS OR WITHDRAWALS
HAVE
BEEN MADE. ZERO VALUES INDICATE LAPSE IN THE
ABSENCE OF
AN ADDITIONAL PREMIUM PAYMENT.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN
SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT
RATES OF
RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS
BY THE
OWNER AND DIFFERENT INVESTMENT RATES OF RETURN
FOR
THE FUND SERIES. THE CONTRACT FUND, SURRENDER
VALUE
AND DEATH BENEFIT FOR A CONTRACT WOULD BE
DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES
OF
RETURN AVERAGED OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
THE
INDIVIDUAL CONTRACT YEARS. NO REPRESENTATION CAN
BE
MADE BY MIDLAND, THE SEPARATE ACCOUNT, OR THE
FUND
THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY
PERIOD
OF TIME.
</TABLE>
VARIABLE EXECUTIVE UNIVERSAL LIFE
PART II
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securi-
ties 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 heretofore, or hereafter duly
adopted pursuant to authority conferred in that section.
RULE 484 UNDERTAKING
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling per-
sons of the registrant pursuant to the foregoing provisions, or other-
wise, the registrant has been advised that in the opinion of the Securi-
ties 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 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 indemnifi-
cation by it is against public policy as expressed in the Act and will
be governed by the final jurisdiction of such issue.
<PAGE>
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.
Registrant elects to be governed by Rule 6e-3(T)(b)(13)(i)(B) under
the Investment Company Act of 1940 with respect to the Policies
described
in the Prospectus.
Registrant makes the following representations:
(1) Section 6d-3(T)(b)(13)(iii)(F) has been relied upon.
(2) The level of the mortality and expense risk charge is within the
range of industry practice for comparable flexible premium var-
iable life insurance policies.
(3) Registrant has concluded that there is a reasonable likelihood
that the distribution financing arrangement of the Separate
Account A will benefit the Separate Account A and
Contractowners
and will keep and make available to the Commission on request a
memorandum setting forth the basis for this representation.
(4) The Separate Account A will invest only in management
investment
companies which have undertaken to have a board of directors, a
majority of whom are not interested persons of the company,
formulate and approve any plan under Rule 12b-1 to finance dis-
tribution expense.
The methodology used to support the representation made in
paragraph
(2) above is based on an analysis of other policies registered under the
Securities Act of 1933, including the level of other expense charges,
uncertainties in terms of expense and mortality factors, and contract
guarantees. Registrant undertakes to keep and make available to the
Commission on request the documents used to support the
representation in
paragraph (2) above.
<PAGE>
VUL3/VEUL
CONTENTS OF REGISTRATION STATEMENT
----------------------------------
This Registration Statement comprises the following Papers and
Documents:
The facing sheet.
The prospectus consisting of 35 pages.
The undertaking to file reports.
Representations pursuant to Rule 6e-3(T).
The signatures.
Written consents of the following persons:
(a) Jack L. Briggs *
(b) Messrs. Sutherland, Asbill & Brennan. *
(c) Russell A. Evenson, FSA. *
(d) Coopers & Lybrand. *
The following exhibits:
1. The following exhibits correspond to those required by paragraph A
of
the instructions as to the exhibits in Form N-8B-2:
(1) Resolution of the Board of Directors of Midland National Life
establishing the Separate Account A. *
(2) Not applicable.
(3) (a) Principal Underwriting Agreement. *
(b) Selling Agreement. *
(c) Commission schedule. *
--------------------
(4) Not applicable.
(5) Form of Contract. *
- -----------------------
* To be filed by amendment
<PAGE>
(6) (a) Articles of Incorporation of Midland National Life. *
(b) By-Laws of Midland National Life. *
(7) Not applicable.
(8) Participation Agreements for Fidelity Distributors Corporation/
Variable Insurance Products Fund, and Variable Products Fund II.
*
(9) Not applicable.
(10) Application Form. *
(11) Memorandum describing Midland National Life's issuance,
transfer
and redemption procedures for the Contract. *
2. See Exhibit 1(5).
---
3. Opinion and Consent of Jack L. Briggs. *
4. No financial statements are omitted from the Prospectus pursuant to
Instruction 1(b) or (c) or Part I.
5. Not applicable.
6. Opinion and Consent of Russell A. Evenson, Senior Vice President
and
Actuary
of Midland National Life. *
7. Consent of Messrs. Sutherland, Asbill & Brennan. *
8. Consent of Coopers & Lybrand. *
- -----------------------
* To be filed by amendment
<PAGE>
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Midland National Life Separate Account A, has duly
caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto
affixed and attested, all in Sioux Falls, South Dakota, on the __th
day of October, 1996
Midland National Life Separate Account A
(Registrant)
(Seal) By: Midland National Life Insurance
Company
(Depositor)
Attest:_Jack_L._Briggs___________
By:_Michael_M._Masterson______________
President
VUL3/VEUL
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Midland
National Life Insurance Company has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal to be hereunto affixed and attested,
all in Sioux Falls, South Dakota on the __th day of October, 1996
(Seal) Midland National Life Insurance Company
Attest:_Jack_L._Briggs___________
By:_Michael_M._Masterson______________
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
Directors
of Midland National Life Insurance Company in the capacities and
on the
dates indicated.
Signature Title Date
- --------- ----- ----
John_C._Watson___________ Chairman of the Board, October ,
1996
John C. Watson Chief Executive Officer
Michael_M._Masterson_____ Director, President October , 1996
Michael M. Masterson
William_D._Sims__________ Director, Senior Vice October ,
1996
William D. Sims President
Russell_A._Evenson_______ Director, Senior Vice October ,
1996
Russell A. Evenson President
John_J._Craig_II_________ Director, Senior Vice October , 1996
John J. Craig II President (Principal
Financial Officer,
Principal Accountant)
_________________________ Director October , 1996
Robert W. Korba
_________________________ Director October , 1996
James N. Whitson
VUL3/VEUL
<PAGE>
