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 Investment Company Act
of 1940 (the "1940 Act") please find a copy of an amended registration
statement on Form N-8B-2 for Midland National Life Separate Account A
(File Number 811-5271). Midland National Life Insurance Company and
the Separate Account are relying on Rule 6e-3(T) and Sections 26 (e) and
27 (i) 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
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amended
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT
TRUST WHICH ARE CURRENTLY
ISSUING SECURITIES
Dated __________________
Pursuant to Section 8(b) of the
Investment Company Act of 1940
MIDLAND NATIONAL LIFE SEPARATE ACCOUNT A
(Name of Unit Investment Trust)
One Midland Plaza
Sioux Falls, South Dakota 57193
(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates
only for purposes of information provided herein
I.
ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
Midland National Life Separate Account A
("Separate Account A"). Separate Account A has no Internal Revenue
Service Employer Identification number.
(b) Furnish title of each class or series of securities issued by
the trust.
Flexible Premium Variable Life Insurance Contracts
("Contracts"):
Variable Universal Life (VUL)
Variable Universal Life 2 (VUL2)
Variable Universal Life 3 (VUL3)
Variable Executive Universal Life (VEUL)
2. Furnish name and principal business address and ZIP code and
Internal Revenue Service Employer Identification Number of each
depositor of the trust.
Midland National Life Insurance Company
("Company")
One Midland Plaza
Sioux Falls, South Dakota 57193
Internal Revenue Service Employer Identification
Number:
46-0164570
3. Furnish name and principal business address and ZIP code and the
Internal Revenue Service Employer Identification Number of each
custodial or trustee of the trust indicating for which class or series of
securities each custodian or trustee is acting.
The Company will hold in its own custody all of the
securities.
4. Furnish name and principal business address and ZIP code and the
Internal Revenue Service Employer Identification Number of each
principal underwriter currently distributing securities of the trust.
Walnut Street Securities (WSS)
670 Mason Ridge Center Drive, Suite 300
St. Louis, Missouri 63141
Internal Revenue Service Employer
Identification Number:
43-1333368
5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
South Dakota
6. (a) Furnish the dates of execution and termination of any
indenture or agreement currently in effect under the terms of which the
trust was organized and issued or proposes to issue securities.
Separate Account A was established under the laws
of the State of South Dakota pursuant to a resolution by the Board of
Directors of the Company on July 20, 1987. Separate Account A will
continue in existence until the Board of Directors directs that it be
terminated. The Contract will be issued pursuant to the resolution.
(b) Furnish the dates of execution and termination of any
indenture or agreement currently in effect pursuant to which the proceeds
of payments on securities issued or to be issued by the trust are held by the
custodian or trustee.
Not applicable.
7. Furnish in chronological order the following information with
respect to each change of name of the trust since January 1, 1930.
The name of Separate Account A has never
been changed.
8. State the date on which the fiscal year of the trust ends.
December 31.
Material Litigation
9. Furnish a description of any pending legal proceedings, material
with respect to the security holders of the trust by reason of the nature of
the claim or the amount thereof, to which the trust, the depositor, or the
principal underwriter is a party or of which the assets of the trust are the
subject, including the substance of the claims involved in such proceeding
and the title of the proceeding. Furnish a similar statement with respect to
any pending administrative proceeding commenced by a governmental
authority or any such proceeding or legal proceeding known to be
contemplated by a governmental authority. Include any proceeding which,
although immaterial itself, is representative of, or one of, a group which in
the aggregate is material.
There are no pending administrative
proceedings commenced by, or known to be contemplated by, a
governmental authority and no pending legal proceedings, material with
respect to prospective purchasers of the Contracts, to which the Separate
Account A, the depositor or the principal underwriter is a party to or to
which the assets of the Separate Account A are subject.
II.
GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the Rights
of Holders
10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Contracts which are to be issued are of the registered type insofar as
the Contracts are personal to the owners of the Contracts
("contractowners) and the records concerning the contractowners are
maintained by or on behalf of the Company.
(b) Whether the securities are of the cumulative or distributive type.
The Contracts are of the cumulative type, providing for no distribution of
income, dividends, or capital gains. Such amounts are not separately
identifiable but are reflected in the cash value and life insurance proceeds
under a Contract at any time.
(c) The rights of security holders with respect to withdrawal or
redemption.
Either contract may be canceled within no less than 10 days of receipt by
the contractowner, 10 days after mailing of a notice of the right to cancel,
or 45 days after the application is signed. The Contracts may be returned
to either the Company or the registered agent who sold it. If the Contracts
are canceled in a timely fashion, the Company will refund the sum of all
charges deducted from the premiums and Contract Fund, plus:
1. For the VUL, the net premiums allocated to Separate Account A
adjusted by investment gains and losses.
2. For the VUL2, VUL3, and VEUL, the Contract Fund.
Refunds will usually occur within seven days of receipt of a request for
cancellation by the Company although a refund of premiums paid by check
or draft may be delayed until it clears the issuing bank.
For each Contract, as long as the Contract is in effect, the contractowner
may surrender the Contract in whole or in part by sending a written request
along with the Contract to the Company at its home office. The amount
payable on complete surrender of the Contract will equal the net cash
surrender value (contract fund less surrender charges, less outstanding
contract loan) on the day which the request is received. The net cash
surrender value may be paid in a lump sum or under an optional payment
plan referred to in Item 10(i). Contract Fund in Separate Account A
available for surrender during any valuation period reflects total net
premiums allocated to Separate Account A, investment performance
through the date of the request, any charges incurred in connection with
the Contract, any amount paid upon withdrawal and any contract loan.
The contract fund will vary daily. The method of calculating contract fund
is described in Item 10(i).
For each Contract, partial withdrawals must be at least $200. For the VUL
and VUL2, withdrawals cannot exceed 20 percent of the cash surrender
value. For the VUL3 and VEUL, withdrawals cannot exceed 50 percent of
the cash surrender value. A charge may be deducted from the amount paid
upon withdrawal. The Contract's contract fund will be reduced by the
amount of the withdrawal.
For each Contract, life insurance proceeds payable under a Contract will
generally be reduced by an amount equal to the withdrawal. Under Option
1, the specified amount will be reduced by the amount paid on withdrawal.
Because the specified amount remaining in effect after a withdrawal
cannot be less than the minimum specified amount permitted at issue, any
withdrawal request that would reduce the specified amount below this
minimum will not be given effect. Where increases in specified amount
have occurred, a withdrawal will first reduce the most recent increase, then
the next most recent increases successively, and then the coverage under
the original application.
Under Option 2, which provides for the payment of life insurance proceeds
equal to the specified amount plus contract fund, a withdrawal will reduce
contract fund which, as a result, will generally reduce life insurance
proceeds by the amount paid on withdrawal. If the life insurance proceeds
payable under either option both before and after the withdrawal equals the
contract fund multiplied by the corridor percentage, a withdrawal will
reduce life insurance proceeds by the amount paid multiplied by the
corridor percentage then in effect.
Payment of amounts in connection with a withdrawal or surrender will
normally be paid within seven (7) days after receipt of a written request.
Payment may be postponed whenever: (i) the New York Stock Exchange
is closed other than customary weekend and Holiday closing, or trading on
the New York Stock Exchange is restricted as determined by the Securities
and Exchange Commission; (ii) the Commission by order permits
postponement for the protection of contractowners; (iii) an emergency
exists, as determined by the Commission, as a result of which disposal of
securities is not reasonably practicable or it is not reasonably practicable to
determine the value of the net assets of Separate Account A. In addition,
requests for surrenders of cash surrender value derived from any amount
paid by check or draft may be postponed until such time as the Company is
satisfied that the check or draft has cleared the bank upon which it was
drawn.
Upon the death of the insured under either Contract, the primary
beneficiary or contingent beneficiary is entitled to receive the life
insurance proceeds payable under the Contract, reduced by any
outstanding contract loan and any due and unpaid charges and increased by
any benefits added by rider. Life insurance proceeds are described in Item
10(i).
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
The contractowner may transfer all or part of the value of any Investment
Division (see item 11) to one or more of the other Investment Divisions.
The total amount transferred must be at least $200.
At the present time, the Company limits the number of transfers without
charge to four during each Contract year for the VUL and fifteen during
each Contract year for the VUL2. Unlimited transfers are currently
allowed on the VUL3 and VEUL. The Company reserves the right to limit
the number of free transfers to four during each Contract year for the
VUL2 and twelve for the VUL3 and VEUL. The charge for these
additional transfers is $25. Transferring the value from one Investment
Division into two or more Investment Divisions counts as one transfer
request. Transferring the value from two Investment Divisions into one
Investment Division counts as one transfer request.
In the event of a material change in the investment contract of the
Investment Division in which the owner has an interest, the contractowner
will be notified of the change. If the contractowner objects to the change,
the contractowner may transfer the amounts held in that Investment
Division to another Investment Division in Separate Account A. At the
same time, the contractowner may also change how net premiums and
deductions are allocated.
The contractowner may obtain contract loans, as described in Item 21.
The contractowner may make withdrawals, as described in Item 10(c).
(e) If the trust is the issuer of periodic payment plan certificates, the
substance of the provisions of any indenture or agreement with respect to
lapses or defaults by security holders in making principal payments, and
with respect to reinstatements.
For each Contract, the duration of the Contract depends upon the
Contract's net cash surrender value and the satisfying of certain minimum
premium requirements.
If premiums cease during the Death Benefit Guarantee Period, the
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
the contract fund for the benefits selected; and, the total premiums paid are
less than the total monthly minimum premiums required to that date. The
Death Benefit Guarantee Period is 5 years for the VUL, VUL2, and VEUL
and the later of age 70 or 5 years for the VUL3.
Beyond the Death Benefit Guarantee Period, the contract will lapse if the
net cash surrender value can no longer cover the monthly deductions from
the contract fund for the benefits selected.
The contractowner will have a grace period of 61 days measured from the
date notice is sent, to make sufficient payments. Insurance coverage will
continue during the grace period. In order to avoid lapse, the contract-
owner must, during the grace period, make a payment that will repay any
due and unpaid monthly deductions (and satisfy the minimum
requirements) for three months. Failure to make a sufficient payment
within the grace period will cause the Contract to lapse and terminate
without value.
Prior to the maturity date, a lapsed Contract may be reinstated any time
within five years after the date of lapse by submitting evidence satisfactory
to the Company of the insurability of the insured. A premium must be
paid that will pay all overdue monthly deductions including premium tax
on those deductions, plus add enough net premium to the Contract Fund to
have the Contract Fund less any contract debt equal the surrender charges,
plus enough premium to cover the next two months' deductions. The
Company will, however, accept a premium larger than this amount. Any
contract debt which existed at the end of the grace period will be reinstated
if not paid. The Company will not reinstate a Contract that was
completely surrendered for its cash surrender value.
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons other than
security holders given the right to exercise voting rights pertaining to the
trust's securities or the underlying securities and the relationship of such
persons to the trust.
To the extent required by law, the Company will vote the shares in the
Variable Insurance Products Fund and the shares in the Variable Insurance
Products Fund II (Funds) held by Separate Account A at regular and
special shareholder meetings of the Funds in accordance with instructions
received from persons having voting interests in Separate Account A. If,
however, the Investment Company Act of 1940 ("1940 Act") or any
regulation thereunder should be amended or if the present interpretation
thereof should change, and as a result the Company determines that it is
permitted to vote the shares of either Fund in its own right, it may elect to
do so.
The number of votes which a contractowner has the right to instruct will
be determined by dividing the Contract's contract fund in an Investment
Division of Separate Account A by the net asset value per share of the
corresponding Portfolio of the Fund in which the Division invests. In
determining the number of votes, fractional shares will be recognized.
The number of votes that the contractowner has the right to instruct will be
determined as of the data coincident with the date established by the
Portfolio for determining shareholders eligible to vote at the meeting of
the Fund. Voting instructions will be solicited by written communication
prior to such meeting in accordance with procedures established by the
Funds.
The Company will vote the shares of the Fund as to which no timely
instructions are received in proportion to the voting instructions which are
received with respect to any Contract participating in the Fund. Voting
instructions to abstain on any item to be voted upon will be applied on a
pro rata basis to reduce the votes to be cast.
If required to do so by state insurance regulatory authorities pursuant to
insurance law or regulation, the Company may disregard instructions from
contractowners that would otherwise require that the Fund's shares be
voted so as to cause (1) a change in the investment objectives of the
Portfolio of the Fund or (2) approval or disapproval of any investment
advisory contract for a Portfolio of the Fund. In addition, the Company
may disregard the voting instructions of the contractowners in favor of
changes initiated by the contractowners in the investment contracts, the
investment adviser or the principal underwriter of the Fund. Any such
disapproval will be based on good faith determinations made by the
Company.
(g) Whether security holders must be given notice of any change in:
(1) The composition of the assets of the trust.
The Company reserves the right, subject to compliance with applicable
law:
(i) to make additions to, deletions from, or substitutions for the shares
of the Portfolio that are held by Separate Account A or that the Account
may purchase;
(ii) to eliminate the shares of the Portfolio and to substitute shares of
another Portfolio of the Fund or of another open-end, registered
investment company, if the shares of the Portfolio are no longer available
for investment, or if in its judgment further investment in the Portfolio
should become inappropriate in view of the purposes of the Separate
Account A;
(iii) to add or remove any Investment Division of Separate Account A
if, in its sole discretion, marketing, tax or investment conditions warrant;
(iv) to operate Separate Account A as a management company under
the 1940 Act;
(v) to deregister Separate Account A under the 1940 Act in the event
such registration is no longer required;
(vi) to combine Separate Account A with one or more of the
Company's separate accounts; and
(vii) to restrict or eliminate any voting rights of contractowners, or other
persons who have voting rights as to Separate Account A.
(2) the terms and conditions of the securities issued by the
trust.
No changes in the terms and conditions of a Contract that affect the
contractowner's rights will be made without notice to the contractowner.
(3) the provisions of any indenture or agreement of the trust.
No notice to or consent form contractowners is required for
any change in the Company's resolution establishing Separate Account A.
(4) the identity of the depositor, trustee or custodian.
No.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust.
Consent of contractowners is not required when changing
the underlying securities of Separate Account A. However, to change such
securities, approval of the Securities and Exchange Commission may be
required by Section 26(b) of the 1940 Act. Except as required by Federal
or State law or regulation, no action will be taken by the Company which
will adversely affect the rights of contractowners without their consent.
(2) the terms and conditions of the securities issued by the
trust.
Except as required by Federal or State law or regulation, no
change in the terms and conditions of a Contract can be made without
consent of the contractowner.
(3) the provisions of any indenture or agreement of the trust.
No.
(4) the identity of the depositor, trustee or custodian.
No.
(i) Any other principal feature of the securities issued by the trust or
any other principal right, privilege or obligation not covered by
subdivisions (a) to (h) or by any other item in this form.
(1) Premium Payments.
For each Contract, the full first premium generally must be
paid by the contract date. The full first premium must at least equal the
minimum premium shown on the contract information page of the
contract.
The first premium is the only premium payment required
under the Contract. Thereafter, as long as there is no outstanding contract
loan, a contractowner may make unscheduled premium payments of any
amount and at any frequency, subject only to the minimum premium
requirement and maximum premium limitation set forth in the Contract.
Payments made by the contractowner will be treated as payment of any
outstanding contract loan unless specified otherwise. The portion of a
payment in excess of any outstanding contract loan will be treated as an
unscheduled premium payment.
Each contractowner may also choose a periodic plan that
will provide for the payment of a planned premium, that is, a level
premium and for a specified period of time on a quarterly, semi-annual or
annual basis. Planned periodic premiums may also be monthly if paid by
pre-authorized check. The frequency or amount of the planned periodic
premium may be changed at any time by the contractowner by notifying
the Company in writing at its home office. Adherence to the planned
periodic premium is not mandatory and the failure to pay premiums in
accordance with a periodic plan will not of itself cause the Contract to
lapse. (See Item 10(e).)
Under the Company's current administrative rules, all
unscheduled premium payments must be at least $50. The Company, may
in its sole discretion, accept an unscheduled premium payment of a lesser
amount. Planned periodic premiums paid in connection with a periodic
plan generally must be at least $50. Planned periodic premiums paid
monthly by pre-authorized check must be at least $30.
Contract years, contract months and contract anniversaries
(annual and monthly are measured from the Contact Date shown on the
Contract Information page of the contract. Each 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.
In order to conform to requirements of the Internal Revenue
Code, the Company restricts the total amount of premiums, both
unscheduled and planned periodic, that may be paid by a contractowner.
The maximum premium limitation is set forth in the Contract. In the event
that a premium is paid that exceeds the maximum premium limitation, the
Company will accept the portion of the premium up to the maximum
premium limitation and return the excess to the contractowner. No
additional premiums will be accepted until allowed by the maximum
premium limitation set forth in the Contract.
(2) General Description of Basic Policy Benefits.
Life Insurance Proceeds. For both Contracts, as long as the
Contract remains in force, the Company will, upon receipt of due proof of
the insured's death, pay the life insurance proceeds provided under the
Contract to the named beneficiary or contingent beneficiary. Life
insurance proceeds will be reduced by any outstanding contract loan and
any due and unpaid charges and increased by any benefits added by rider.
One or more beneficiaries or contingent beneficiaries may be named. The
proceeds may be paid in a lump sum or under one or more of the optional
payment plans set forth in the Contract.
The Contracts provide two benefit options: Option 1 and
Option 2. The contractowner designates the option in the application.
Life insurance proceeds payable under Option 1 will be based on the
greater of the specified amount of the Contract or the contract fund
multiplied by the corridor percentage. Life insurance proceeds payable
under Option 2 will be based on the greater of the specified amount plus
the contract fund of the Contract or the contract fund multiplied by the
corridor percentage. The corridor percentages are 250 percent for an
insured age 40 or below on the latest contract anniversary, with the
percentage declining to 100 percent by age 95.
The benefit option in effect may be changed by sending the
Company a written request for change. The effective date of a change will
be the monthly anniversary day following receipt of the request. If the
benefit option is changed from Option 2 to Option 1, the specified amount
will be increased by the Contract's contract fund on the effective date of
change. If the benefit option is changed from Option 1 to Option 2, the
specified amount will be decreased by the contract's contract fund on the
effective date of the change. This change may not be made if it would
result in a specified amount which is less than the minimum specified
amount allowed at issue. Any change in death benefit option requires
evidence of insurability.
The contractowner may adjust the existing insurance
coverage of the Contract by increasing or decreasing the specified amount.
Any decrease in the specified amount will become effective on the
monthly anniversary date following receipt of the request in writing by the
Company. The specified amount remaining in force after any requested
decrease may not be less than the minimum specified amount allowed at
issue. For purposes of determining the cost of insurance charge, a
decrease in the specified amount will first apply to amounts being charged
at substandard rates and then to the specified amounts being charged at
standard rates.
To obtain an increase in the specified amount, a written
request and supplemental application must be submitted. In addition, the
Company requires additional evidence of insurability. The effective date
of the increase will be the date shown in the amended contract information
page of the Contract. An increase will not, however, become effective if
the Contract's net cash surrender value is insufficient to cover the
deduction for the cost of the increased insurance for the first contract
month following the increase.
Benefits at Maturity. As long as the Contract is in effect,
the Company will pay the Contract's contract fund reduced by any
outstanding Contract loan on the maturity date. Benefits at maturity may
be paid in a lump sum or under an optional payment plan. The maturity
date is the date shown in the Contract. For the VUL2, VUL3, and VEUL,
if the insured survives to the maturity date and the contractowner would
like to continue the contract, the Company will extend the maturity date if
in doing so the contract still qualifies as Life Insurance according to the
Internal Revenue Service. In order to continue the Contract beyond the
original maturity date the Company may require that the death benefit not
exceed the Contract Fund on the original Maturity Date.
(3) Calculation of Contract Fund. The amount in the Contract
Fund is the sum of the amounts in the various investment divisions of
Separate Account A (plus the amount in the General Account securing any
contract loan). The Contract Fund also reflects the various charges
described in Item 13. 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 the Separate
Account are reflected daily. Any amount allocated to an investment
division will go up or down depending on the investment experience of
that division. The contractowner bears this investment risk. For amounts
allocated to the investment divisions of the Separate Account, there is no
guaranteed minimum cash value.
(4) Loan Provisions. See Item 21.
(5) Payment of Benefits. Life insurance proceeds will
ordinarily be paid within seven days of receipt of due proof of death.
Benefits payable at maturity will ordinarily be paid within seven days.
Payment of the benefits under the Contract may be postponed whenever:
(i) the New York Stock Exchange is closed other than customary weekend
and holiday closings, or trading on the New York Stock Exchange is
restricted as determined by the Securities and Exchange Commission; (ii)
the Commission by order permits postponement for the protection of
contractowners; or (iii) an emergency exists, as determined by the
Commission, as a result of which disposal of securities is not reasonably
practicable to determine the value of the net assets of Separate Account A.
Payments under the Contract derived from any amount paid by check or
draft may be postponed until such time as the Company is satisfied that the
check or draft has cleared the bank upon which it was drawn.
(6) Optional Payment Plans. Life insurance proceeds, and net
cash surrender value paid upon complete surrender of the Contract may be
paid in whole or in part under an optional payment plan. Any amount left
with the Company for payment under an optional payment plan will be
transferred to the general account. During the life of the insured, the
contractowner can select a plan. If a plan has not been chosen at the
insured's death, a beneficiary can choose a plan. Company consent is
needed if optional payment is selected when: the payee is not a natural
person; the payee will be paid as assignee; the proceeds applied under a
plan are at least $1,000; and the amount of each payment under a plan is at
least $20. If a beneficiary is changed, the plan selection will no longer be
in effect unless the contractowner requests that it continue. The optional
payments plans include income for a fixed period, life income, income of a
definite amount, interest income, and life income with a period certain.
(7) Optional Insurance Benefits. These benefits may include
an accidental death benefit, life insurance for additional insured persons,
life insurance for children, family life insurance coverage, a disability
waiver benefit to waive the cost of monthly deductions, a monthly
disability income benefit usually paid into the contract fund, and an
accelerated death benefit in the event of terminal illness (VUL2, VUL3,
and VEUL only).
Information Concerning the Securities Underlying the Trust's Securities
11. Describe briefly the kind or type of securities comprising the unit
of specified securities in which security holders have an interest. (If the
unit consists of a single security issued by an investment company, name
such investment company and furnish a description of the type of
securities comprising the portfolio of such investment company.)
Separate Account A invests in securities of the Variable Insurance
Products Fund and the Variable Insurance Products Fund II ("Funds"),
mutual funds of the series type which are registered with the Securities and
Exchange Commissions as open-end diversified management companies.
The Funds are advised by Fidelity Management & Research Company.
The Variable Insurance Products Fund has five operating Portfolios: the
Money market, the High Income, the Equity-Income, the Growth, and the
Overseas portfolios. The Variable Insurance Products Fund II has five
operating portfolios; the Asset Manager, the Investment Grade Bond, the
Contrafund, the Asset Manager: Growth and the Index 500. Each
Portfolio will have its own investment objectives and the income and
losses for each will be determined separately. Net premiums are allocated
to the Investment Division of Separate Account A that invests exclusively
in shares of the respective portfolio. The investment objective of each
Portfolio is 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 as is consistent with preserving capital and
providing liquidity. (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.
Portfolio
Equity-Income
Objective
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 500 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 instruments.
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.
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 Standard & Poor's 500 Composite Index of
500 Stocks. This is designed as a long-term investment option.
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.
Contrafund
Seeks to achieve capital appreciation over the long term by investing in
securities of companies that are undervalued or out-of-favor.
12. If the trust is the issuer of periodic payment plan certificates and if
any underlying securities were issued by another investment company,
furnish the following information for each such company.
(a) Name of company.
Variable Insurance Products Fund and Variable Insurance Products
Fund II
(b) Name and principal business address of depositor.
Fidelity Investments
82 Devonshire Street
Boston, Massachusetts 02109
(c) Name and principal business address of trustee or
custodian.
For the Money Market Portfolio:
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York
For the Overseas Portfolio, Growth Portfolio, Index 500 and
Contrafund Portfolio:
Brown Brothers Harriman & Company
40 Water Street
Boston, Massachusetts
For the High Income Portfolio and Investment Grade Bond
Portfolio:
The Bank of New York
110 Washington Street
New York, New York
For the Equity-Income Portfolio, Asset Manager and Asset
Manager: Growth Portfolio:
The Chase Manhattan Bank, NA
1211 Avenue of the Americas
New York, New York
(d) Name and Principal business address of principal
underwriter.
Walnut Street Securities
670 Mason Ridge Center Drive, Suite 300
St. Louis, Missouri 63141
(e) The period during which the securities of such company
have been the underlying securities.
The Money Market, High Income, Equity-Income, Growth, and
Overseas Portfolios have been offered since August, 1987. The Asset
Manager has been offered since November, 1989. The Investment Grade
Bond Portfolio has been offered since May, 1991. The Index 500
Portfolio has been offered since April, 1993. The Asset Manager: Growth
and Contrafund Portfolios have been offered since January, 1995.
Information Concerning Load, Fees, Charges and Expenses
13. (a) Furnish the following information with respect to each
load, fee expense or charge to which (1) principal payments, (2)
underlying securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of the trust's
securities are subject:
(A) the nature of such load, fee, expense or
charge;
(B) the amount thereof,
(C) the name of the person to whom such
amounts are paid and his relationship to the trust;
(D) the nature of the services performed by such
person in consideration for such load, fee, expense or charge.
(1) Principal Payments
The net premium is allocated to Separate Account A. The
net premium equals the premium multiplied by the Net Premium Factor of
97.5 percent for the VUL and VUL2, 93.5 percent for the VUL3, and 95
percent for the VEUL. The 2.5 percent deduction from each premium will
be used to compensate the Company for premium taxes imposed by
various states. The charge may be increased over the life of the Contract
and may vary from state to state. In addition to the premium tax
deduction, the VUL3 has a sales charge of 4 percent and the VEUL has a
sales charge of 2.5 percent. The sales charge is to partially reimburse the
Company for the cost incurred in selling and distributing the Contract.
(2) Underlying Securities
The Fund makes a charge for managing investments and
providing services. These charges vary by portfolio.
The Money Market Portfolio's fee is calculated as follows:
(a) the sum of a group fee rate and an individual fund fee rate of .03
percent, and (b) the addition of an income component of 6 percent of the
Portfolio's gross income in excess of a 5 percent annual yield. The result
is multiplied by the Portfolio's average net assets. The group fee rate
cannot rise above .37 percent, and it drops as total assets under
management increase. The income component cannot rise above .24
percent.
The High Income and Investment Grade Bond Portfolio's
annual fee is the sum of two components:
(1) A group fee based on the monthly average net assets
of all mutual funds advised by Fidelity Management and Research
Company. This rate cannot rise above .37 percent and it drops as total
assets in all these funds rise.
(2) An individual fund fee rate of .45 percent for the
High Income Portfolio and .30 percent for the Investment Grade Bond
Portfolio.
The Equity-Income, Growth, Overseas, Contrafund, Asset
Manager: Growth and Asset Manager Portfolio's fees is the sum of two
components:
(1) A group rate based on the monthly average net
assets of all the mutual funds advised by the Manager. This rate cannot
rise above .52 percent, and it drops as total assets in all these funds rise.
(2) An individual Portfolio fee rate of .20 percent for
the Equity-Income Portfolio, .30 percent for the Growth Portfolio, .45
percent for the Overseas Portfolio, .30 percent for the Contrafund
Portfolio, and .40 percent for the Asset Manager Portfolio and the Asset
Manager: Growth Portfolio.
The Index 500 Portfolio fee is based on the monthly
average net assets of the Index 500 Portfolio. On an annual basis, the rate
will be .28 percent.
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.
(3) Distributions
No load, fee, expense or charge is assessed in connection
with distributions
(4) Cumulated or Reinvested Distributions or Income
All income and other distributions earned by Separate
Account A are reinvested, without charge, at net asset value in shares of
the Portfolio making the distributions.
(5) Redeemed or Liquidated Assets
Surrender Charges
In the first 15 contract years (12 years for the VEUL) a
surrender charge will be imposed if the Contract is surrendered for its Net
Cash Surrender Value, or if the Contract lapses.
The surrender charge includes Deferred Sales Charges and
Deferred Issue Charges. The Deferred Sales charge is based on the sum of
the pieces as follows, but will never exceed a maximum of the lesser of 20
years or the number of years life expectancy based on the age at issue and
the 1980 CSO table, multiplied by 9 percent of the guideline annual
premium:
VUL
- 30 percent of any premium payment in the first two
contract years up to one guideline annual premium.
- 10 percent of any premium payment in the first two
contract years in excess of the guideline annual premium, up to an amount
equal to the guideline annual premium.
- 9 percent of all other premium payments for the
next 15.55 guideline annual premiums.
VUL2, VUL3, and VEUL
- 30 percent of any premium payment in the first two
contract years up to one guideline annual premium.
- 9 percent of all other premium payments.
For the VUL, during the first six contract years, the
Deferred Sales Charge will be 100 percent of the sum of the three pieces
or the maximum charge, whichever is less. Beginning in the seventh year,
the sum or maximum will be multiplied by 90 percent. The percentage
will be reduced by 10 percent each subsequent year. After the 15th
contract year, there is no surrender charge.
For the VUL2 and VUL3, during the first ten contract
years, the Deferred Sales Charge will be 100 percent of the sum of the two
pieces or the maximum charge, whichever is less. Beginning in the 11th
year, the sum or maximum will be multiplied by a percentage. The
percentage is 83.33 percent for year 11, 66.67 percent for year 12, 50
percent for year 13, 33.33 percent for year 14, and 16.67 percent for year
15. After the 15th year, there is no surrender charge.
For the VEUL, during the first seven contract years, the
Deferred Sales Charge will be 100 percent of the sum of other two pieces
or the maximum charge, whichever is less. Beginning in the 8th year, the
sum or maximum will be multiplied by a percentage. The percentage is
83.33 percent for year 8, 66.67 percent for year 9, 50 percent for year 10,
33.33 percent for year 11, and 16.67 percent for year 12. After the 12th
year, there is no surrender charge.
When there is a change in Specified Amount, there will
also be a change in the guideline annual premium. This will affect the
maximum Deferred Sales charge and may affect the amount that is added
to the Deferred Sales charge during a contract year, but it will only affect
future premiums. It will not affect the amount that has already
accumulated for the charge.
The Deferred Sales Charge is meant to compensate the
Company for certain sales and other distribution expenses incurred at the
time the Contract is issued.
If there has been a change in Specified Amount during the
life of the Contract, the per thousand charge is applied against the highest
Specified Amount in force during the life of the contract.
The Deferred Issue Charge is meant to compensate the
Company for the cost of processing applications, conducting medical
examinations, determining insurability, and establishing records.
The following table shows the Deferred Issue charges per
thousand of the Specified Amount. After the 15th contract year, there is
no surrender charge.
VUL
Table of Deferred Issue
Charges Per Thousand of Specified Amount
Contract Contract Contract
Year Charge Year Charge Year Charge
1 $2.00 6 $2.00 11 $1.00
2 2.00 7 1.80 12 .80
3 2.00 8 1.60 13 .60
4 2.00 9 1.40 14 .40
5 2.00 10 1.20 15 .20
VUL2, VUL3, and VEUL
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 $2.50
2 3.00 7 3.00 12 2.00
3 3.00 8 3.00 13 1.50
4 3.00 9 3.00 14 1.00
5 3.00 10 3.00 15 .50
Withdrawal Charges
A $25 charge or 2 percent of the amount withdrawn,
whichever is less, is deducted from amounts paid upon each withdrawal
beyond the first withdrawal each contract year in order to compensate the
Company for the costs of processing a partial surrender request.
A charge of $25 is deducted from the contract fund on each
transfer, after the fourth transfer during a contract year for the VUL, and
after the fifteenth transfer during a contract year for the VUL2. There is
currently no charge for transfers on the VUL3 and VEUL. The Company
reserves the right to assess this charge after the fourth transfer during a
contract year for the VUL2 and after the twelfth transfer for the VUL3, and
VEUL.
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information with respect to
sales load and other deductions from principal payments.
The Company essentially deducts a flat 2.5 percent from
each premium paid. In addition, for the VUL3 and VEUL a sales charge is
also deducted. The sales charge is 4 percent for the VUL3 and 2.5 percent
for the VEUL. All other charges and deductions are made from contract
fund of the Contract or from Separate Account A.
(c) State the amount of sales load as a percentage of the net
amount invested. State the amount of total deductions as a percentage of
the net amount invested for each type of security issued by the trust.
No sales loads are deducted from amounts invested for the
VUL and VUL2. The sales load for the VUL3 is 4 percent and the sales
load for the VEUL is 2.5 percent. Total deductions from premiums will
equal approximately 2.50 percent for the VUL and VUL2, 6.50 percent for
the VUL3 and 5 percent for the VEUL.
(d) Furnish a brief description of any loads, fees, expenses or
charge not covered in Item 13(a) which may be paid by security holders in
connection with the trust
or its securities.
(1) Mortality and Expense Risk Charge. The Company
deducts from each Investment Division of Separate Account A a charge
for the mortality and expense risks and other contingencies that the
Company assumes. The charge is deducted daily and equals the effective
annual rate of .90 percent of the net assets of the Investment Division. For
the VUL3 and VEUL, on a current basis this charge will be reduced to .50
percent after the 10th year.
(2) Administrative Charge. For the VUL and VUL2,
the Company deducts from each Investment Division of Separate Account
A a charge for administrative expenses resulting from the separate
account. The charge is deducted daily and equals the effective annual rate
of .20 percent of the net assets of the Investment Division. There is no
such charge on the VUL3 and VEUL.
(3) Taxes. Currently no charge is made to Separate
Account A for Federal income taxes that may be attributable to the
Account. The Company may, however, make such a charge in the future.
Charges for other taxes, if any, attributable to Separate Account A may
also be made.
(4) Monthly Deduction. A deduction is made from
cash value each monthly anniversary day to compensate the Company for
the cost of insurance and any monthly costs associated with benefits added
by rider.
Cost of Insurance Charge. The cost of insurance
charge is calculated on each monthly anniversary day. To determine the
cost of insurance charge, life insurance proceeds are divided by .9990788
for the VUL and VUL2 and 1 for the VUL3 and VEUL and then reduced
by the Contract's contract fund. The result, the net amount at risk, is
divided by 1000 and multiplied by the cost of insurance rate or rates.
The net amount at risk will be calculated separately
for each risk class. Under Option 1, if the initial specified amount has
increased and the risk class applicable to the increase is different than the
risk class applicable to the original specified amount, the contract fund is
first considered part of the initial specified amount. If the contract fund is
more than the initial specified amount, it will be considered part of any
increase in the order of increases.
The monthly cost of insurance charge is based on
the insured's sex, attained age, contract duration, and risk class. The risk
class (and therefore the insurance rates) will be determined separately for
the initial specified amount and for any increase in the specified amount
requiring evidence of insurability. Calculations of cost of insurance rates
are based on the Commissioners' 1980 Standard Ordinary Mortality Table.
The rates are determined by the Company according to expectations of
future experience. The rates may be changed from time to time, but will
never be more than the maximum rates shown in the Table of Guaranteed
Maximum Insurance Rates contained in the Contract. A change in rates
will apply to all persons of the same age, sex, and risk class and whose
Contracts have been in effect for the same length of time.
The Company currently places insureds into either
standard risk classes or substandard risk. In an otherwise identical
Contract, insureds in standard risk classes will have lower costs of
insurance than those in the substandard risk classes. The standard classes
consist of two categories for the VUL and VUL2: nonsmokers and
smokers. For the VUL3 and VEUL a third class, preferred nonsmoker, is
added to the two classes above.
Optional Insurance Benefits Charge. The monthly
deduction will include any deductions for any optional insurance benefits
added to the Contract by rider.
(5) Expense Charge. A charge of $5 per month is
deducted from the contract fund for the VUL and VUL2. For the VUL3
the charge is $7.50 and for the VEUL the charge is $6 per month. This
charge is designed to cover continuing costs of maintaining the Contract,
such as premium collecting and billing, claim processing, contract
transactions, record keeping, communications with contractowners and
other expenses.
(e) State whether the depositor, principal underwriter,
custodian or trustee, or any affiliated person of the foregoing may receive
profits or other benefits not included in answer to Item 13(a) or 13(d)
through the sale or purchase of the trust's securities or underlying
securities or interests in underlying securities, and describe fully the nature
and extent of such profits or benefits.
Neither the Company nor WSS, the principal underwriter of
Separate Account A, nor any affiliated person of the foregoing, may
receive any profit or any other benefit from premium payment under the
Contract or the investments held in Separate Account A not included in
answer to Item 13(a) or (d) through the sale or purchase of the Contract or
shares of the Fund, except that (1) the Company may receive a profit to the
extent that the cost of insurance built into the Contract exceeds the actual
cost of insurance needed to pay benefits, (2) favorable mortality or
expense experience may cause the insurance provided under the Contract
to be profitable to the Company, (3) the Company will compensate certain
others, including the Company agents, for services rendered in connection
with the distribution of the Contract, as described in Item 38, but such
payments will be made from the Company's General Account, and (4)
Fidelity Management & Research will receive an advisory fee from the
Fund, as described in Item 13(a)(2).
(f) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust bear to the
dividend and interest income from the trust property during the period
covered by the financial statements filed herewith.
Incorporate by reference File #33-16354.
Information Concerning the Operations of the Trust
14. Describe the procedure with respect to applications (if any, and the
issuance and authentication of the trust's securities, and state the substance
of the provisions of any indenture or agreement pertaining thereto.
Individuals wishing to purchase either of the Contracts must
complete an application. A Contract may only be issued to insureds that
supply satisfactory evidence of insurability to the Company. Acceptance
is subject to the Company's underwriting rules and the Company reserves
the right to reject any application for any reason. The Company generally
will not issue a Contract to insure persons above the age of 80. Smoker
rates are only available to insured's age 15 and over. Preferred nonsmoker
rates are only available to insured's age 20 and over. The minimum
specified amount for the Contract is $50,000 except for insured age 0-14
where the minimum is $25,000. The minimum specified amount of the
VEUL is $150,000 for all ages. Contracts will be issued in accordance
with state insurance laws. Although such laws prohibit discrimination
among contractowners, they generally allow certain distinctions based
upon sex, age, health, and occupation.
15. Describe the procedure with respect to the receipt of payments
from purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
A first premium must be paid that satisfies the minimum premium
requirements under the respective contract. As long as there is no
outstanding contract loan, subsequent premium may be paid at whatever
frequency and amount a contractowner may decide, so long as the total
premiums paid do not exceed the maximum premium limitation and each
premium payment is not less than the minimum premium amount. See
Item 10(i)(1). Insurance coverage will begin on the contract date.
16. Describe the procedure with respect to the acquisition of
underlying securities and the disposition thereof, and state the substance of
the provisions of any indenture of agreement pertaining thereto.
Separate Account A purchases or redeems shares based on a
netting of all transactions for that day, including the amount of net
premiums invested in Separate Account A, contract loans, loan
repayments, payments upon withdrawals and surrenders, charges, and the
payment of benefits to be effected on that day.
17. (a) Describe the procedure with respect to withdrawal or
redemption by security holders.
The procedures with respect to surrenders or
redemption of security holders are described in response to Items 10(c),
(d), (e), and (i).
(b) Furnish the names of any persons who may redeem or
repurchase, or are required to redeem or repurchase, the trust's securities or
underlying securities from security holders, and the substance of the
provisions of any indenture or agreement pertaining thereto.
The Company is required to process all surrender
requests as described in Item 10(c). The Fund will redeem its shares upon
the Company's request in accordance with the 1940 Act. Redeemed shares
may later be reissued.
(c) Indicate whether repurchased or redeemed securities will be
canceled or may be resold.
A Contract, once totally surrendered, may not be
resold.
18. (a) Describe the procedure with respect to the receipt, custody
and disposition of the income and other distributable funds of the trust and
state the substance of the provisions of any indenture or agreement
pertaining thereto.
All dividend and capital gains distributions of the
Portfolio will be automatically reinvested in shares of the distributing
Portfolios at their net asset value on the record date.
(b) Describe the procedure, if any, with respect to the
reinvestment of distributions to security holders and state the substance of
the provisions of any indenture or agreement pertaining thereto.
Not Applicable
(c) If any reserves or special funds are created out of
income or principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the manner of
handling of same.
Net premiums placed in Separate Account A constitute the
reserves for benefits under the Contract
(d) Submit a schedule showing the periodic and special
distributions which have been made to security holders during the three
years covered by the financial statements filed herewith. State for each
such distributions the aggregate amount and amount per share. If
distributions from sources other than current income have been made,
identify each such other source and indicate whether such distribution
represents the return of principal payments to security holders. If
payments other than cash were made, describe the nature thereof, the
account charged and the basis of determining the amount of such charge.
Incorporate by reference File #33-16354.
19. Describe the procedure with respect to the keeping of
records and accounts of the trust, making of reports and the furnishing of
information to security holders, and the substance of the provisions of any
indenture or agreement pertaining thereto.
The Company will have primary responsibility for all
administration of the Contracts and Separate Account A. The
administrative services provided include preparation of the Contracts,
maintenance of contractowners' records and all accounting, valuation,
regulatory and reporting services.
The Company intends to administer the Contracts and
Separate Account A itself. The Company may, however, in its sole
discretion purchase administrative services from such sources as may be
available. Such services will be acquired on a basis which, in the
Company's sole discretion, affords the best services at the lowest cost.
The Company does reserve the right to select a company to provide
services which the Company deems, in its sole discretion, is the best able
to perform such services in a satisfactory manner even though the costs for
such services may be higher than would prevail elsewhere.
The Company will send such reports of Separate Account
A as are presently required by the 1940 Act and regulations promulgated
thereunder.
The Company will also mail to the contractowner, at the
last know address of record at the Company's home office, at least
annually after the first contract year, any annual reports required by state
law. Each person having a voting interest will receive proxy material,
reports, and other materials relating to the Funds.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable
(b) The extension or termination of such indenture or
agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or
the failure of the trustee or custodian to perform its duties, obligations and
functions.
The Company acts as custodian. There are no
provisions relating to the removal or resignation of the custodian or the
failure of the custodian to perform its duties, obligations and functions.
Not applicable.
(d) The appointment of a successor trustee and the procedure if
a successor trustee is not appointed.
Separate Account A has no trustee.
(e) The removal or resignation of the depositor, or the failure
of the depositor to perform its duties, obligations and functions.
There are no provisions relating to the
removal or resignation of the depositor or the failure of the depositor to
perform its duties, obligations and functions.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
There are no provisions relating to the appointment
of a successor depositor and the procedure if a successor depositor is not
appointed.
21. (a) State the substance of the provisions of an indenture or
agreement with respect to loans to security holders.
So long as the Contract remains in effect, a contractowner may borrow
money from the Company at any time using the contract as the only
security for the loan. The Company will deduct any outstanding contract
loan from proceeds payable at the insured's death, at maturity, or upon
surrender. The Company's right to make this deduction will have priority
over the claims of any assignee or other person. For the VUL, the
maximum loan amount is the cash surrender value on the day the loan
request is received. The maximum loan amount for the VUL2, VUL3, and
VEUL is the cash surrender value on the day the loan request is received
multiplied by .92. The maximum amount that may be borrowed at any
given time is the maximum loan amount reduced by any outstanding
contract loan. Contract loans will ordinarily be paid within seven days
after the Company receives a request at its home office, although payments
may be postponed under certain circumstances. The loan may be repaid in
whole or in part at any time while the insured is living. So long as there is
any outstanding contract loan, payments made by the contractowner,
unless stated otherwise, will be treated as the payment of any such loan.
The portion of the payment in excess of outstanding contract loan will be
treated as an unscheduled premium payment.
When a contract loan is made, a portion of the contract's Contract Fund
sufficient to secure the loan will be transferred out of Separate Account A
and into the Company's general account. Any loan interest that is due and
unpaid will also be so transferred. Contract Fund in the general account
that secures a loan will accrue interest daily at an annual rate of 6 percent.
For the VUL2, VUL3, and VEUL, after the tenth contract year, for the
portion of any loan that does not exceed the Contract Fund minus the total
premiums paid, the annual rate of interest paid on that portion of the
Contract Fund will equal 8 percent. This interest will be credited on each
monthly anniversary day and transferred to separate Account A.
The maximum (and current) interest rate on contract loans is 8 percent per
year. Interest is due and payable at the end of each contract year. Any
interest not paid when due becomes part of the contract loan and will bear
interest.
Contract loans equal the total of all outstanding contract loans and accrued
interest on contract loans. After the fifth contract year and in some
circumstance during the first five contract years, if contract loan exceeds
cash surrender value, the Company will notify the contractowner and any
assignee of record. A payment equal to excess indebtedness must be
made to the Company within 61 days from the date notice is sent,
otherwise the Contract will lapse and terminate without value. See
Description of Lapse in Item 10(e). The Contract may, however, later be
reinstated.
Contract loans may be repaid in whole or in part any time during the
insured's life while the contract is in effect. Any payments made, unless
stated otherwise, will be treated first as the payment of any outstanding
contract loan. Upon repayment, the amounts in the general account
securing contract loan will be transferred to Separate Account A.
Outstanding contract loans are subtracted from life insurance proceeds
payable upon the insured's death, from amounts payable upon complete
surrender of the Contract and from Contract fund payable at maturity.
(b) Furnish a brief description of any procedure or arrangement
by which loans are made available to security holders by the depositor,
principal underwriter, trustee or custodian, or any affiliated person of the
foregoing.
A contract loan will normally be paid within seven days after receipt of a
written request, but may be deferred for up to six months. Payment of any
contract loan may be postponed whenever: (i) the New York Stock
Exchange is closed other than customary weekend and holiday closings, or
trading on the New York Stock Exchange is restricted as determined by
the Securities and Exchange Commissions; (ii) the Commission by order
permits postponement for the protection of contractowners; (iii) an
emergency exists, as determined by the Commission, as a result of which
disposal of securities is not reasonably practicable or it is not reasonably
practicable to determine the value of the net assets of Separate Account A.
In addition, payments of contract loans secured by contract fund derived
from payments made by check or draft may be delayed until such time the
Company is satisfied that the check or draft has cleared the bank upon
which it is drawn.
See paragraph (a) of this Item.
(c) If such loans are made, furnish the aggregate amount of
loans outstanding at the end of the last fiscal year, the amount of interest
collected during the last fiscal year allocated to the depositor, principal
underwriter, trustee or custodian or affiliated person of the foregoing and
the aggregate amount of loans in default at the end of the last fiscal year
covered by financial statements filed herewith.
Incorporate by reference File # 33-16354..
22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party of such indenture or agreement.
There is no such provision or agreement.
23. Describe any bonding arrangement for officers, directors, partners
or employees of the depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
Employee dishonesty coverage for $1 million issued by
Federal Insurance Company covers all of the officers and employees of the
Company.
24. State the substance of any other material provisions of any
indenture or agreement concerning the trust or its securities and a
description of any other material functions or duties of the depositor,
trustee or custodian not stated in Item 10 or Items 14 to 23 inclusive.
With respect to the original specified amount, the Contracts will not be
contested after they have been in effect during the insured's life for two
years from the contract date. With respect to increases in the specified
amount, an increase in the specified amount will not be contested after that
increase has been in effect during the insured's life for two years from the
effective date of the increase. This provision does not apply to riders that
provide disability benefits.
If the insured's age or sex was misstated in an application, life insurance
proceeds and benefits will be adjusted. The adjusted life insurance
proceeds will be the sum of (a) the contract fund, and (b) the life insurance
proceeds, reduced by the contract fund, and multiplied by the ratio of (1)
the monthly cost of insurance actually applied, to (2) the monthly cost of
insurance that should have been applied at the true age or sex. All
amounts are those in effect, with respect to the insured, in the contract
month of the insured's death.
If the insured commits suicide, while sane or insane, within two years of
the contract date, life insurance proceeds payable under the Contracts will
be limited to all premiums paid less contract loans and withdrawals. If the
insured commits suicide, while sane or insane, within two years after an
increase in the specified amount was effective, the proceeds payable with
respect to the increase will be limited to the total cost of insurance applied
to the increase.
III.
ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF
DEPOSITOR
Organization and Operations of Depositor
25. State the form or organization of the depositor of the trust, the
name of the state or other sovereign power under the laws of which the
depositor was organized and the date of organization.
The Company is a stock life insurance company
operating under a charter granted by the State of South Dakota in 1906.
26. (a) Furnish the following information with respect to all fees
received by the depositor of the trust in connection with the exercise of
any functions or duties concerning securities of the trust during the period
covered by the financial statements filed herewith.
Incorporate by reference file #33-16354.
(b) Furnish the following information with respect to any fee or
any participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser of such
company.
Incorporate by reference file #33-16354..
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any capacity
with respect to any investment company or companies other than the trust,
state the name or names of such company or companies, their relationship,
if any, to the trust, and the nature of the depositor's activities therewith.
If the depositor has ceased to act in such named capacity, state the date of an
circumstance surrounding such cessation.
The Company is principally engaged in offering life
insurance contracts. The Company is licensed to do business in 49 states,
the District of Columbia, and Puerto Rico.
Officials and Affiliated Persons of Depositor
28. (a) Furnish as at latest practicable date the following
information with respect to the depositor of the trust, with respect to each
officer, director, or partner of the depositor, and with respect to each
natural person directly or indirectly owning, controlling or holding with
power to vote 5 percent or more of the outstanding voting securities of the
depositor.
(i) name and principal business address;
(ii) nature of relationship or affiliation with depositor of
the trust;
(iii) ownership of all securities of the depositor;
(iv) ownership of all securities of the trust;
(v) other companies of which each person named above
is presently officer, director, or partner.
See Answer to Item 29.
(b) Furnish a brief statement of the business experience during
the last five years of each officer, director or partner of the depositor.
Officers, Directors and Affiliated Persons of the Depositor
Name Principal Business Experience During the Past Five Years
John C. Watson
Chief Executive Officer & Chairman of the Board Midland National Life
One Midland Plaza
Sioux Falls, SD 57193
Michael M. Masterson
President & 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 Court
Dallas, TX 75201
James N. Whitson
Board of Directors Member
Sammons Enterprises, Inc.
300 Crescent Court
Dallas, TX 75201
Executive Officers (other than Directors)
E. John Fromelt
Senior Vice President & Chief Investment Officer
Midland National Life
One Midland Plaza
Sioux Falls, SD 57193
Jack L. Briggs
Vice President, Secretary and General Counsel
Midland National Life
One Midland Plaza
Sioux Falls, SD 57193
Gary W. Helder
Vice President, Policy Administration
Midland National Life
One Midland Plaza
Sioux Falls, SD 57193
Companies Owning Securities of Depositor
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds power to vote 5 percent or more of the outstanding voting securities
of the depositor: (a) name and principal business address; (b) nature of
business; (c) ownership of all securities of the depositor.
The Company 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 principal office of
Sammons is 300 Crescent Court, Dallas, Texas 75201.
Controlling Persons
30. Furnish as at largest practicable date the following information
with respect to any person, other than those covered by Items 28, 29, and
42 who directly or indirectly controls the depositor.
Not Applicable.
Compensation of Officers and Directors of Depositor
Compensation of Officers
31. Furnish the following information with respect to the remuneration
for services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration;
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself and the
aggregate amount paid by all the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.
Meaningful allocations are not available.
Compensation of Directors
32. Furnish the following information with respect to the remuneration
for services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith:
(a) the aggregate direct remuneration to directors;
(b) indirectly or through subsidiaries to directors.
Not applicable. See Item 31.
Compensation to Employees
33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all employees of the
depositor (exclusive of persons whose remuneration is reported in Items
31 and 32) who received remuneration in excess of $10,000 during the last
fiscal year covered by financial statements filed herewith from the
depositor and any of its subsidiaries.
Not applicable. See Item 31.
(b) Furnish the following information with respect to the
remuneration for services paid directly during the last fiscal year covered
by financial statements filed herewith to the following classes of persons
(exclusive of those persons covered by Item 33 (a)): (1) Sales managers,
branch managers, district managers and other persons supervising the sale
of registrant's securities; (2) Salesmen, sales agents, canvassers and other
persons making solicitations but not in supervisory capacity; (3)
Administrative and clerical employees; and (4) Others (specify). If a
person is employed in more than one capacity, classify according to
predominant type of work.
Not applicable. See item 31.
Compensation to Other Persons
34. Furnish the following information with respect to the aggregate
amount of compensation for services paid any person (exclusive of
persons whose remuneration is reported in Items 31, 32, and 33), whose
aggregate compensation in connection with services rendered with respect
to the trust in all capacities exceeded $10,000 during the last fiscal year
covered by financial statements filed herewith from the depositor and any
of its subsidiaries.
Not Applicable. See item 31.
IV.
DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to be
made, and (C) have been discontinued, indicating by appropriate letter the
status with respect to each state.
Sales have currently been made in all states except
Montana, New Jersey, and New York. Sales of the VUL have been
discontinued in all states. It is proposed that the Contract will ultimately
be offered in the District of Columbia, Puerto Rico, and all states, except
New York.
36. If sales of the trust's securities have at any time since January 1,
1986, been suspended for more than a month describe briefly the reasons
for such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each
instance where subsequent to January 1, 1937, any federal or state
governmental officer, agency, or regulatory body denied authority to
distribute securities of the trust, excluding a denial which was merely a
procedural step prior to any determination by such officer, etc. and which
denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for revocation.
Not applicable.
(b) Furnish the following information with regard to each
instance where, subsequent to January 1, 1937, the authority to distribute
securities of the trust has been revoked by any federal or state
governmental office, agency or regulatory body.
Not applicable.
38. (a) Furnish a general description of the method of distribution
of securities of the trust:
The contracts will be sold by individuals who, in
addition to being licensed as
life insurance agents for the Company, are also registered representatives
of Walnut Street Securities, the principal underwriter of the Contracts, or
of broker-dealers who have entered into written sales agreements with the
principal underwriter. Walnut Street Securities is a broker-dealer
registered with the Securities and Exchange Commission and is a member
of the National Association of Securities Dealers, Inc.
(b) State the substance of any current selling agreement
between each principal underwriter and the trust or the depositor,
including a statement as to the inception and termination dates of the
agreement, any renewal and termination provisions, and any assignment
provisions.
The Company has entered into an agreement with
Walnut Street Securities, the principal underwriter, pursuant to which the
Company will pay commissions to Walnut Street Securities for its services
in distributing and servicing the Contract.
(c) State the substance of any current agreements or
arrangements of each principal underwriter with dealers, agents, salesmen,
etc. with respect to commissions and overriding commissions, territories,
franchises, qualifications and revocations. If the trust is the issuer of
periodic payment plan certificates, furnish schedules of commissions and
the bases thereof. In lieu of a statement concerning schedules of
commissions, such schedules of commissions may be filed as Exhibit
A(3)(c).
Not applicable.
Information Concerning Principal Underwriter
39. (a) State the form of organization of each principal underwriter
of securities of the trust, the name of the state or other sovereign power
under the laws of which each underwriter was organized and the date of
organization.
Walnut Street Securities (WSS) will be the principal
underwriter of the Contract. WSS is a corporation organized on May 4,
1984, under the laws of the State of Missouri.
(b) State whether any principal underwriter currently
distributing securities of the trust is a member of the National Associate of
Securities Dealers, Inc.
Walnut Street Securities is a member of the
National Association of Securities Dealers, Inc.
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the sale of
securities of the trust and any other information in connection therewith
exercised by such underwriter in such capacity or otherwise during the
period covered by the financial statements filed herewith.
Incorporate by reference file #33-16354.
(b) Furnish the following information with respect to any fee or
any participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment
adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payments.
(3) The nature of the services rendered in
consideration for such fee or
participation.
(4) The aggregate amount received during the
last fiscal year covered by the financial statements filed herewith.
As principal underwriter of Separate Account A,
Walnut Street Securities will be reimbursed the estimated annual costs
WSS incurs in connection with certain financial reporting WSS has to
make relating to the Contracts. There were no such payments made during
the last fiscal year covered by the financial statements.
41. (a) Describe the general character of the business engaged in
by each principal underwriter, including a statement as to any business
other than the distribution of securities of the trust. If a principal
underwriter acts or has acted in any capacity with respect to any
investment company or companies other than the trust, state the name or
names of such company or companies, their relationship, if any, to the
trust and the nature of such activities. If a principal underwriter has ceased
to act in such named capacity, state the date of an the circumstances
surrounding such cessation.
Upon registration, Walnut Street Securities will act
as principal underwriter of the Contracts. In the future, Walnut Street
Securities plans to underwrite other flexible premium variable life
insurance contracts.
(b) Furnish as at latest practicable date the address of each
branch office of each principal underwriter currently selling securities of
the trust and furnish the name and residence address of the person in
charge of such office.
Nancy L. Gucwa
Walnut Street Securities, Inc.
670 Mason Ridge Center Drive, Suite 300
St. Louis, Missouri 63141
(c) Furnish the number of individual salesmen of each
principal underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the financial
statements filed herewith and furnish the aggregate amount of
compensation received by such salesmen in such year.
Incorporate by reference file #33-16354..
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities of the
trust and with respect to each of the officers, directors or partners of such
underwriter: (a) name and principal business address; (b) position with
principal underwriter; (c) ownership of securities of the trust.
See answer to Item 28(a).
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities exchange
and who is currently distributing the securities of the trust or effecting
transactions for the trust in the portfolio securities of the trust.
Incorporate by reference file #33-16354..
Offering Price or Acquisition Valuation of Securities of the Trust
44. (a) Furnish the following information with respect to the
method of valuation used by the trust for purposes of determining the
offering price to the public of securities issued by the trust or the valuation
of shares or interests in the underlying securities acquired by the holder of
a periodic payment plan certificate.
(1) The source of quotations used to determine the
value of portfolio securities.
Fund shares are valued at the net asset value per
share as supplied to the Company by the Funds or its agent.
(2) Whether opening, closing, bid, asked or any other
price is used.
See Item 44(a)(1) and 16.
(3) Whether price is as of the day of sale or as of any
other time.
See Item 16.
(4) A brief description of the methods used by
registrant for determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
The Separate Account's assets and liabilities (such
as charges against the Separate Account) are valued in accordance with
generally accepted accounting principles on an accrual basis. As such the
Company establishes a deferred Federal Income tax liability. This
includes amounts chargeable to the Separate Account.
(5) Other items which registrant adds to the net asset
value in computing offering price of its securities.
Not applicable.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation
(load); and
(ii) after adding distributor's compensation
(load).
Not applicable because Separate Account A does
not compute per-unit values and sales loads in the manner presupposed by
this Item and Item 44(b). Appropriate adjustments will be made for
fractions in all computations.
(b) Furnish a specimen, schedule showing the components of
the offering price of the trust's securities as at the latest practicable date.
Unit prices as of 08/19/96.
Money Market 14.729645
High Income 23.078774
Equity-Income 27.671319
Growth 30.681110
Overseas 18.392990
Asset Manager 19.081955
Investment Grade Bond 14.558336
Index 500 15.813506
Contrafund 12.743792
Asset Manager: Growth 12.394731
(c) If there is any variation in the offering price of the trust's
securities to any person or classes or persons other than underwriters, state
the nature and amount of such variation and indicate the person or classes
of persons to whom such offering is made.
The Company does not require a premium payment of a fixed
amount at designated intervals for a specified time period. A
contractowner may, subject to the limitations set forth in Item 10(i), pay
premiums at any frequency and in any amount. Nonetheless,
contractowners will need to pay sufficient premiums to maintain adequate
net cash surrender value to pay monthly charges, including the cost of
insurance. During the Death Benefit Guarantee Period, there is also a
minimum premium requirement. The cost of insurance will vary,
depending upon the insured's age, sex, risk classification, and contract
duration. In addition, there will be additional charges if optional insurance
benefits are elected. Thus, for the Contract to remain in force, a
contractowner will need to take the cost of insurance, as well as other
factors such as investment performance, into consideration in determining
the amount and frequency of premium payments.
45. Furnish the following information with respect to any suspension
of the redemption rights of the securities issued by the trust during the
three fiscal years covered by the financial statements filed herewith.
Not applicable.
Redemption Valuation of Securities of the Trust
46. (a) Furnish the following information with respect to the
method of determining the redemption or withdrawal valuation of
securities issued by the trust:
(1) The source of quotations used to determine the
value of portfolio securities.
See Item 44(a) (1).
(2) Whether opening, closing, bid, asked or any other
price is used.
See Item 44 (a) (2).
(3) Whether price is as of the day of sale or as of any
other time.
As of the day a request for surrender is received.
(4) A brief description of the methods used by
registrant for determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
See Item 44(a) (4) and 18(c).
(5) Other items which registrant deducts from the net
asset value in computing redemption value of its securities:
See Answer to Item 10(c).
(6) Whether adjustments are made for fractions.
Not applicable.
(b) Furnish a specimen schedule showing the components of
the redemption price to the holders of the trust's securities as at latest
practicable date.
Unit prices as of 08/19/96.
Money Market 14.729645
High Income 23.078774
Equity-Income 27.671319
Growth 30.681110
Overseas 18.392990
Asset Manager 19.081955
Investment Grade Bond 14.558336
Index 500 15.813506
Contrafund 12.743792
Asset Manager: Growth 12.394731
Purchase and Sale of Interests in Underlying Securities from and to
Security Holders
47. Furnish a statement as to the procedure with respect to the
maintenance of a position in the underlying securities or interests in the
underlying securities, the extent and nature thereof and the person who
maintains such a position. Include a description of the procedure with
respect to the purchase of underlying securities or interests in underlying
securities from security holders who exercise redemption or withdrawal
rights and the sale of such underlying securities and interests in the
underlying securities to other security holders. State whether the method
of valuation of such underlying securities or interests in underlying
securities differs from that set forth in Items 44 and 46. If any item of
expenditure included in the determination of the valuation is not or may
not actually be incurred or expended, explain the nature of such item and
who may benefit from the transaction.
Net premiums will be allocated to the Investment Divisions
of Separate Account A that the contractowner selects. Shares of the
Portfolio may be issued to other separate accounts that hold assets from
the sale of variable insurance products, and are not sold directly to the
general public. The Company will redeem sufficient shares of the
Portfolios of the Fund to pay life insurance proceeds, benefits at maturity,
or surrender proceeds, or for other purposes contemplated by the Contract.
V.
INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of
the trust:
(a) Name and principal business address.
(b) Form of organization.
(c) State of other sovereign power under the laws of which the
trustee or custodian was organized.
(d) Name of governmental supervising or examining authority.
The Company acts as custodian and holds the assets
of Separate Account A. The assets are kept physically segregated and held
separate and apart from the Company's general account. The Company
maintains records of all purchases and redemptions of shares of the
Portfolios held by Separate Account A.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its securities,
and the aggregate amount thereof for the last fiscal year. Indicate the
person paying such fees or expenses. If any fees or expenses are prepaid,
state the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or
may create a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement
with respect thereto.
The assets of Separate Account A are not
chargeable with liabilities arising out of any other business that the
Company may conduct except to the extent assets in Separate Account A
exceed liabilities arising under the Contracts. The income, capital gains,
and capital losses of each Investment Division are credited to or charged
against the assets held in that Investment Division in accordance with the
terms of the Contract.
VI.
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of
holders of securities:
(a) The name and address of the insurance company.
The name and address of the Company are set forth
in the Answer to Item 2.
(b) The types of Contracts and whether individual or group
contracts.
The Contract is a flexible premium variable life
insurance contract issued on an individual basis.
(c) The types of risks insured and excluded.
The Company insures against the insured's death.
The Company assumes
the risk that the deductions made for mortality risks will prove inadequate
to cover actual mortality costs. The Company also assumes the risk that
deductions for expenses may be inadequate.
(d) The coverage of the Contracts.
See Paragraph (c) of the Item. The minimum
specified amount is stated in each Contract. Life insurance proceeds will
be reduced by any outstanding contract loan and any due and unpaid
charges.
(e) The Beneficiaries of such Contracts and the uses to which
the proceeds of Contracts must be put.
The recipient of the benefits of the insurance
undertakings described in the Answer to Item 51(c) is either the
contractowner or the beneficiary or contingent beneficiary specified in the
Contract. There are no restrictions on the use of the proceeds other than
those established by the contractowner.
(f) The terms and manners of cancellation and of
reinstatement.
The insurance undertakings described in the Answer
to Item 51(c) are an integral part of the Contract and may not be
terminated while the Contract remains in effect.
(g) The method of determining the amount of premiums to be
paid by holders of securities.
See Answers to Items 13(a) and 13(d) for the
amount of charges imposed. See Items 10(c), 10(i) and 44(c) for the
manner in which the premium is determined.
(h) The amount of aggregate premiums paid to the insurance
company during the last fiscal year.
Incorporate by reference file #33-16354..
(i) Whether any person other than the insurance company
receives any part of such premiums, the name of each such person and the
amounts involved, and the nature of the services rendered therefor.
No person other than the Company receives any part
of the amounts deducted for assumption of mortality and expense risks.
(j) The substance of any other material provisions of any
indenture or agreement of the trust relating to insurance.
None.
VII.
POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the method of
selection by which particular portfolio securities must or may be
eliminated from assets of the trust or must or may be replaced by other
portfolio securities. If an investment adviser or other person is to be
employed in connection with such selection, elimination or substitution,
state the name of such person, the nature of any affiliation to the depositor,
trustee or custodian, and any principal underwriter, and the amount of
remuneration to be received for such services. If any particular person is
not designated in the indenture or agreement, describe briefly the method
of selection of such person.
See Answers to Items 10(g) and 10(h) as regards the
Company's right to substitute any other investment for shares of any Series
of the Fund.
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying security during the
period covered by the financial statements filed herewith.
None
(c) Describe the Contract of the trust with respect to the
substitution and elimination of the underlying securities of the trust with
respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be
substituted;
(3) whether the acquisition of such substituted
security or securities would constitute the concentration of investment in a
particular industry or group of industries or would conform to a Contract
of concentration of investment in a particular industry or group of
industries;
(4) whether such substituted securities may be
the securities of another investment company; and
(5) the substance of the provisions of any
indenture or agreement which authorize or restrict the Contract of the
registrant in this regard.
See Answer to Items 10(g) and 10(h).
(d) Furnish a description of any Contract (exclusive of
Contracts covered by paragraphs (a) and (b) herein) of the trust which is
deemed a matter of fundamental Contract and which is elected to be
treated as such.
None
53. (a) State the taxable status of the trust.
The Company is taxed as a life insurance
Company, and the operations of Separate Account A are included in the
Company's federal income tax returns.
The Company does not expect to incur any
federal income tax liability attributable to investment income in capital
gains retained as part of the reserves under the Contract. Based on these
expectations, no charge is being made currently to the Separate Account
A for Company federal income taxes which may be attributable to each
Investment Division.
The Company will review the question of a
charge to the Separate Account A for Company federal income taxes
periodically. Such a charge may be made in future years for any federal
income taxes incurred by the Company. This might become necessary if
the tax treatment of the Company is ultimately determined to be other than
what the Company currently believes it to be, if there are changes made in
the federal income tax treatment of variable life insurance at the Company
level, or if there is a change in the Company's tax status. Any such charge
would be designed to cover the federal income taxes attributable to the
investment results of each Investment Division of the Separate Account A.
Under current laws, the Company incurs
state and local premium taxes. The Company may also incur state and
local taxes (in addition to premium taxes for which a charge is made) in
several states. If there is a material change in applicable state or local tax
laws, charges for such taxes, or reserves for such taxes, if any, attributable
to each Investment Division of the Separate Account A may be made.
Any investment earnings on tax charges
accumulated in an investment Division will be retained by the Company.
(b) State whether the trust qualified for the last taxable year as
a regulated investment company as defined in Section 851 of the Internal
Revenue Code of 1954, and state its present intention with respect to such
qualifications during the current taxable year.
Not applicable. See Answer to Item 53(a).
VIII.
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series of its
securities.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a date
approximately ten years prior to the date of registration or at the
approximate date of organization of the trust.
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements filed
herewith in respect of certificates sold during each period, the following
information for each fully paid type and each installment payment type of
periodic payment plan certificate currently being issued by the trust.
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements filed
herewith the following information for each installment payment type of
periodic payment plan certificate currently being issued by the trust.
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates,
furnish the following information for each installment payment type of
periodic payment plan certificate outstanding as at the latest practicable
date.
Not applicable.
59. Financial statements:
Financial Statements of the Trust
Financial statements will be contained in a pre-effective
amendment to the registration statement for the Contract of Form S-6 filed
under the Securities Act of 1933.
Financial Statements of the Depositor
The financial statements of the Company will be contained
in a pre-effective amendment to the registration statement on Form S-6
filed by the Registrant pursuant to the Securities Act of 1933.
IX.
EXHIBITS
The following exhibits to the Midland National Life Separate
Account A registration statement on Form S-6 are incorporated by
reference:
A. (1) Resolution of the Board of Directors of the Company
authorizing the establishment of Separate Account A.
(2) Not applicable.
(3) (a) Form of Principal Underwriting Agreement.
(b) Form of Selling Agreement.
(c) See Exhibit A(3) (b).
(4) Not applicable.
(5) Proposed form of Contract.
(6) (a) Articles of Incorporation of the Company.
(b) By-Laws of the Company.
(7) Not applicable.
(8) Form of Agreement to Purchase Shares.
(9) Not Applicable.
(10) Proposed form of application.
(11) Memorandum describing the Company's issuance, transfer
and redemption procedures for the Contract.
B. (1) Not applicable.
(2) Not applicable.
C. Not applicable.
Signatures
Pursuant to the requirements of the Investment Company Act of
1940 the depositor of the registrant has caused this registration statement
to be duly signed on behalf of the registrant in the County of Minnehaha,
the State of South Dakota, on the ___ day of _______________.
(SEAL) MIDLAND NATIONAL LIFE
INSURANCE COMPANY
SEPARATE ACCOUNT
A
________________________________________
(Name of registrant)
BY: MIDLAND NATIONAL LIFE
INSURANCE COMPANY
______________________________________________
(Name of depositor)
BY:
___________________________________________
President and Chairman of
the Board
Attest: ____________________________
Secretary
Midland National Life Insurance Company
X9999a
