Securities and Exchange Commission
450 5 Street, N.W.
Washington, DC 20549
RE: Midland National Life Separate Account A
File Number 811-5271
Commissioners:
Enclosed for filing is an amended Registration Statement under the
1940 Act of Form N-8B-2 for Midland National Life Separate Account A.
If you have any comments or questions about this filing, please contact
Fred Bellamy of Sutherland, Asbill and Brennan at 202-383-0126.
Sincerely,
Paul M. Phalen, CLU, FLMI
Assistant Vice-President
Variable Services
SECN8B2.TXT
<PAGE>
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 _November 12, 1999_____________
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)
Variable Survivorship Life (VSL)
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 VSL, 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).
Partial withdrawals must be at least $200. The withdrawal
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.
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 Last Survivor 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 12 during each Contract Year. 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.
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. 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 insureds. 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, American Century Portfolios, MFS
Variable Insurance Trust and the shares in the Lord Abbett Series Fund
(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 $50.
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.
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. As long as the Contract remains
in force, the Company will, upon receipt of due proof of the Last
Survivor'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.
Two benefit options are provided: 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.
There is an Enhanced Corridor Percentage feature. The
Percentages used differ from the standard percentages. Election
takes place at the time of application. Once chosen, the owner may
not change this election. The Enhanced Corridor Percentages may
provide for a larger death benefit for ages 86 to 94 if the policy
is in a corridor situation upon the death of the Survivor.
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. If the survivor
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
of the Survivor. 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
either insured, the contractowner can select a plan. If a plan has not
been chosen at the Survivor'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 a Guaranteed Death Benefit to Maturity Rider, an Estate
Protection Rider and a Individual Life Term Rider. The Guaranteed
Death Benefit to Maturity Rider provides a second Minimum Premium Period
To the Maturity Date which is age 100 of the youngest insured. The
Estate Protection Rider increases the death benefit if both deaths are
Within 4 years of the issue age. The Individual Life Term Rider
provides a death benefit upon the individual death of either the First
Or Second Insured.
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, the American Century Portfolios, the MFS Variable
Insurance Trust and the Lord Abbett Series Fund ("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, American Century, MFS and Lord Abbett.
Each portfolio tries to achieve a specified investment objective
By following certain investment policies. A portfolio's objectives and
policies affect its returns and risks. Each investment division's
performance depends on the experience of the corresponding portfolio.
The objectives of the portfolios are as follows:
PORTFOLIO/OBJECTIVE
VIP High Income
Seeks a high level of current income by investing primarily in
income-producing debt securities while also considering growth
of capital. Policyowners should understand that the fund's unit
price may be volatile due to the nature of the high yield bond
marketplace..
VIP Equity-Income
Seeks reasonable income by investing primarily in income-
producing equity securities. In choosing these securities,
the Manager will consider the potential for capital appreciation.
The Portfolio's goal is to achieve a yield which exceeds the
composite yield on the securities comprising the Standard &
Poor's Composite Index of 500 Stocks.
VIP Growth
Seeks capital appreciation by investing in common stocks.
The adviser invests the fund's assets in companies the adviser
believes have above-average growth potential.
VIP Overseas
Seeks long-term growth of capital, primarily through
investments in foreign securities.
VIP II 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 instruments.
VIP II Investment Grace Bond
Seeks a high level of current income as is consistent with
the preservation of capital by investing in U.S. dollar-
denominated investment-grade bonds.
VIP II Contrafund
Seeks to achieve capital appreciation over the long term by
investing in common stocks and securities of companies
whose value the manager believes is not fully recognized by
the public.
VIP II Asset Manager: Growth
Seeks to maximize total return by allocating its assets among
stocks, bonds, short-term instruments, and other investments.
VIP II Index 500
Seeks to provide investment results that correspond to the
total return of common stocks publicly traded in the United
states by duplicating the composition and total return of the
Standard & Poor's Composite Index of 500 Stocks.
VIP III Growth & Income
Seeks high total return, combining current income and capital
appreciation. Invests mainly in stocks that pay current
dividends and sow potential for capital appreciation.
VIP III Balanced
Seeks both income and growth of capital. When FMR's outlook
is neutral, it will invest approximately 60 percent of the
fund's assets in equity securities and will always invest at
least 25 percent of the fund's assets in fixed-income senior
securities.
VIP III Growth Opportunities
Seeks capital growth by investing primarily in common stocks.
Although the fund invests primarily in common stocks, it has
the ability to purchase other securities, including bonds,
which may be lower-quality debt securities.
American Century VP Capital Appreciation
Seeks capital growth by investing primarily in common stocks
that management considers to have better-than-average
prospects for appreciation.
American Century VP Value
Seeks long-term capital growth with income as a secondary
objective. Invests primarily in equity securities of
well-established companies that management believes to be
under-valued.
American Century VP Balanced
Seeks capital growth and current income. Invests
approximately 60 percent of its assets in common stocks
that management considers to have better than average
potential for appreciation and the rest in fixed income
securities.
American Century VP International
Seeks capital growth by investing primarily in securities
of foreign companies that management believes to have
potential for appreciation.
American Century VP Income and Growth
Seeks dividend growth, current income and capital
appreciation. The Portfolio will seek to achieve its
investment objective by investing in common stocks.
MFS VIT Emerging Growth
Seeks to provide long-term growth of capital. Dividend
and interest income from portfolio securities, if any,
is incidental to the Series' investment objective of
long-term growth capital.
MFS VIT Research
Seeks to provide long-term growth of capital and
future income.
MFS VIT Growth with Income
Seeks to provide reasonable current income and long-
term growth of capital and income.
MFS VIT New Discovery
Seeks capital appreciation.
Lord Abbett VC Growth and Income
Seeks long-term growth of capital and income without
excessive fluctuation in market value.
Lord Abbett VC Mid-Cap Value
Seeks capital appreciation through investments,
primarily in equity securities which are believed
to be undervalued in the marketplace.
Lord Abbett VC International
Seeks long-term capital appreciation, by investing
primarily in equity securities of non-U.S. issuers.
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.
(1) Variable Insurance Products Fund
(2) Variable Insurance Products Fund II
(3) Variable Insurance Products Fund III
(4) MFS Variable Insurance Trust
(5) American Century Variable Portfolios
(6) Lord Abbett Series Fund
(b) Name and Principal Business Address of Depositor.
(1) Fidelity Investments
82 Devonshire Street
Boston, MA 02109
(2) MFS
500 Boylston
Boston, MA 02116
(3) American Century Investments
4500 Main Street
Kansas City, MO 64111-7709
(4) Lord Abbett
767 5th Avenue
New York, NY 10153-0203
(c) Name and Principal Business Address of Trustee or
Custodian.
Fidelity:
The Bank of New York, New York, NY
Money Market, Investment Grade Bond and High
Income Portfolios.
The Chase Manhattan Bank, New York, NY
Equity-Income, Asset Manager, Asset Manager:
Growth, Growth & Income, Balanced and Overseas
Portfolios
Brown Brothers Harriman & Co., Boston, MA
Growth, Growth Opportunities, Mid Cap and
Contrafund Portfolios
Bankers Trust, New York, NY
Index 500 Portfolio
MFS:
State Street Bank & Trust Company
American Century:
Chase Manhattan Bank
770 Broadway
10th Floor
New York, New York 10003-9598
Commerce Bank, N.A.
1000 Walnut Street
Kansas City, MO 64105
Lord Abbett:
Bank of New York
48 Wall Street
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 Fidelity MONEY MARKET, Fidelity HIGH INCOME, Fidelity
EQUITY INCOME, Fidelity GROWTH and Fidelity OVERSEAS have been
offered since August, 1988. The Fidelity ASSET MANAGER has been
offered since September, 1989. The Fidelity INVESTMENT GRADE
BOND has been offered since June, 1991. The Fidelity INDEX 500
has been offered since May, 1993. The Fidelity CONTRA FUND and
Fidelity ASSET MANAGER GROWTH has been offered since May, 1995.
The Fidelity GROWTH and INCOME, Fidelity BALANCED, Fidelity
GROWTH OPPORTUNITIES, American Century CAPITAL APPRECIATION,
American Century VALUE, American Century BALANCED, American
Century INTERNATIONAL and American Century INCOME and GROWTH
have been offered since May, 1997. The MFS EMERGING GROWTH,
MFS RESEARCH, MFS GROWTH with INCOME, MFS NEW DISCOVERY and
Lord Abbett GROWTH and INCOME have been offered since
September, 1998. The Lord Abbett MID-CAP, and INTERNATIONAL
have been offered since September, 1999.
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 paid minus a premium load.
The premium loan is a sales charge of 2.25 percent, a premium
tax of 2.25 percent and a federal tax of 1.50 percent. The
tax deductions from each premium is to compensate the Company
for premium taxes imposed by various states, the federal tax is
for compensation for federal taxes imposed by the Federal
government. The premium tax 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 Fidelity Fund Fees are calculated as follows:
The fee for each fund (except Money Market) is
calculated by adding a group fee rate to an individual fund fee
rate, dividing by twelve, and multiplying the result by the
fund's average net assets throughout the month.
The fee for Money Market is calculated by adding a group fee
rate to an individual fund fee rate, dividing by twelve, and
multiplying the result by the fund's average net assets throughout
the month, and then adding an income-based fee. The income-based
fee is 6 percent of the fund's monthly gross income in excess
of an annualized 5 percent yield, but it cannot rise above an
annual rate of 0.24 percent of the fund's average net assets
throughout that month.
The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52
percent for Growth Opportunities, Contrafund, Growth, Overseas,
Balanced, Equity-Income, Growth & Income, Asset Manager, and
Asset Manager: Growth, or 0.37% for Investment Grade Bond,
High Income, and Money Market, and it drops as total assets
under management increase.
Index 500 pays management and sub-advisory fees to FMR and BT,
respectively, these fees are calculated and paid every month.
The fund pays a management fee at an annual rate of 0.24
percent of its average net assets to FMR, and a sub-advisory
fee (representing 40 percent of net income from securities
lending) of less than 0.01 percent to BT.FMR, independently
of the fund, also compensates BT for investment management,
securities lending and custodial services.
The MFS Fund Fees are calculated as follows:
Each series has an expense offset arrangement
which reduces the series' custodian fee based upon the
amount of cash maintained by the series with its custodian
and dividend disbursing agent. Each series may enter into
other such arrangements and directed brokerage arrangement,
which would also have the effect of reducing the series'
expenses. Expenses do not take into account these expense
reductions, and are therefore higher than the actual expenses
of the series. MFS has contractually agrees to bear expenses
for these series, subject to reimbursement by these series,
subject to reimbursement by these series, such that each such
series' "Other Expenses" shall not exceed 0.25% of the series
during the current fiscal year. The payments made by MFS on
behalf of each series under this arrangement are subject to
reimbursement by the series to MFS, which will be accomplished
by the payment of an expense reimbursement fee by the series to
MFS computed and paid monthly at a percentage of the series'
average daily net assets for its then current fiscal year, with
a limitation that immediately after such payment the series'
"Other Expenses" will not exceed the percentage set forth above
for that series. The obligation of MFS to bear a series'
"Other Expenses" pursuant to this arrangement, and the series'
obligation to pay the reimbursement fee to MFS, terminates on
the earlier of the date on which payments made by the series'
equal the prior payment of such reimbursable expenses by MFS,
or December 31, 2004 (May 1, 2001, in case of the New Discovery
Series). MFS may, in its discretion, terminate this contractual
arrangement at an earlier date, provided that the arrangement
will continue for each series until at least May 1, 2000, unless
terminated with the consent of the board f trustees which
oversees the series.
The Lord Abbett fund fees are calculated as follows:
The fund pays Lord Abbett a monthly fee based on average net
assets for each month. For the fiscal year ended December 31,
1998, the fee paid to Lord Abbett was at an annual rate of .50
of 1%. In addition, the fund pays all expenses not expressly
assumed by Lord Abbett.
The American Century VP Value Fee is calculated
as follows:
For services it provided to the fund during the most recent
fiscal year, the advisor received a unified management fee of
1.00 percent of the average net assets of the fund. In November
1998, the fund's shareholders approved a new management
agreement with lower fees. Under the new agreement, the
advisor will receive a unified management fee of 1.00 percent
of the first $500 million of the average net assets of the
fund, 0.95 percent of the next $500 million and 0.90 percent
thereafter. The amount of the management fee is calculated
daily and paid monthly.
Out of that fee, the advisor paid al expenses of managing
and operating the fund except brokerage expenses, taxes,
interest, fees and expenses of the independent directors
(including legal counsel fees), and extraordinary expenses.
The American Century VP International Fund
Fee is calculated as follows:
For the services it provided to the fund during the most
recent fiscal year, the advisor received a unified
management fee of 1.47 percent of the average net assets
of the fund. In November 1998, the fund's shareholders
approved a new management agreement with lower fees.
Under the new agreement, the advisor will receive a
unified management fee of 1.50 percent of the first $250
million of the average net assets of the fund, 1.20
percent of the next $250 million and 1.10 percent there-
after. The amount of the management fee is calculated
daily and paid monthly.
Out of that fee, the advisor paid all expenses of
managing and operating the fund except brokerage
expenses, taxes, interest, fees and expenses of the
independent directors (including legal counsel fees),
and extraordinary expenses.
The American Century VP Income and Growth
Fund Fee is calc8lated as follows:
For the services it provided to the fund during the
most recent fiscal year, the advisory received a
unified management fee of 0.70 percent of the average
net assets of the fund. The amount of the management
fee is calculated daily and paid monthly.
Out of that fee, the advisor paid all expenses of
managing and operating the fund except brokerage
expenses, taxes, interest, fees and expenses of the
independent directors (including legal counsel fees),
and extraordinary expenses.
The American Century VP Capital
Appreciation Fund Fee is calculated as follows:
For services it provided to the fund during the most
recent fiscal year, the advisor received a unified
management fee of 1.00 percent of the average net
assets of the fund. In November 1998, the fund's
shareholders approved a new management agreement with
lower fees. Under the new agreement, the advisor will
receive a unified management fee of 1.00 percent of the
first $500 million of the average net assets of the fund,
0.95 percent of the next $500 million and 0.90 percent
thereafter. The amount of the management fee is
calculated daily and paid monthly.
Out of that fee, the advisor paid all expenses of
managing and operating the fund except brokerage
expenses, taxes, interest, fees and expenses of the
independent directors (including legal counsel fees),
and extraordinary expenses.
The American Century VP Balanced Fund
Fee is calculated as follows:
For the services it provided to the fund during the
most recent fiscal year, the advisor received a
unified management fee of 0.97 percent of the
average net assets of the fund. In November 1998,
the fund's shareholders approved a new management
agreement with lower fees. Under the new agreement,
the advisor will receive a unified management fee
of 0.90 percent of the first $250 million of the average
net assets of the fund, 0.85 percent of the next $250
million and 0.80 percent thereafter. The amount of
the management fee is calculated daily and paid monthly.
Out of that fee, the advisor paid all expenses of
managing and operating the fund except brokerage expenses,
taxes, interest, fees and expenses of the independent
directors (including legal counsel fees), and extraordinary
expenses.
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
During the earlier of joint equal age 95 or 15
contract years, a surrender charge will be imposed if the
Contract is surrendered for its Net Cash Surrender Value, or if
the Contract lapses.
Withdrawal Charges
A $25 charge 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 12th transfer during a contract year.
(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 6.0 percent from
each premium paid. 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.
The sales load is 2.25 percent.
(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 .50 percent of the net assets of the Investment
Division for Contract Years one through 10 and .25 percent after the
tenth Contract Year.
(2) Administrative Charge. There is an annual Policy
Load of not more than $120 plus an annual Expense Amount which is
equal to $0.84 multiplied by the number of thousands of Specified
Amount then in effect.
(3) Taxes. Currently a charge is made to Separate
Account A for Federal income taxes that may be attributable to the
Account. The Federal Tax is 1.5 percent. 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.
The Variable Survivorship Life will use an Exact Age
calculation (also known as the Frazier Method) for the mortality charge.
The Exact Age calculation derives a mortality charge based on the
individual mortality charges of the two insureds. Exact Age requires
the calculation of the mortality charge of each insured based on their
individual age, sex, smoking status and rating. It then combines
these individual mortality charges (via a ten step process) into a
combined last-to-die mortality charge.
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 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 three categories: preferred, nonsmokers,
and smokers.
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. There is no Expense Charge.
(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 the Variable Survivorship Life
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 85 nor under the age of 20. The minimum
specified amount for the Contract is $200,000. 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.
Not Applicable
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 Contract 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. The
maximum loan amount 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. After the tenth contract year the interest
rate the Company charges on Contract Loans will be the General Account
Interest Rate for any portion of the Contract Loan that does not exceed
the Contract Fund, minus premiums paid. 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. 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.
Not Applicable
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 $10 million issued by
Reliance Insurance Company of Philadelphia, PA 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 either 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 Survivor's death.
If either 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 either 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.
This was filed previously in Pre-Effective Amendment
No. 2 for Form S-6, File No. 333-14061 on April 23, 1997, and Post
Effective Amendment No. 1 for Form S-6, File No. 333-14061 on April 28,
1998, and Post Effective Amendment No. 3 for Form S-6, File No. 333-14061
on April 29, 1999, and Pre-Effective Amendment No. 1, for Form S-6, File
No. 333-80975.
(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.
This was filed previously in Pre-Effective Amendment
No. 2 for Form S-6, File No. 333-14061 on April 23, 1997, and Post
Effective Amendment No. 1 for Form S-6, File No. 333-14061 on April 28,
1998, and Post Effective Amendment No. 3 for Form S-6, File No. 333-14061
on April 29, 1999, and Pre-Effective Amendment No. 1, for Form S-6, File
No. 333-80975.
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
Management of Midland
Here is a list of our directors and officers.
Directors
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
Michael M. Masterson Chairman of the Board
Midland National Life President and Chief
One Midland Plaza Executive Officer
Sioux Falls, SD 57193-0001
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Chairman of the Board (March 1999 to present), Chief
Executive Officer and President (March 1997 to present)
President and Chief Operating Officer (March 1996 to
February 1997), Executive Vice President-Marketing
(March 1995 to February 1996), Midland National Life
Insurance Company; Vice President - Individual Sales
(prior thereto), Northwestern National Life
John J. Craig, II Executive Vice President
Midland National Life
One Midland Plaza
Sioux Falls, SD 57193-0001
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Executive Vice President (January 1998 to present),
Midland National Life Insurance Company; Senior Vice
President and Chief Financial Officer (October 1993
to 1998), Midland National Life Insurance Company;
Treasurer (January 1996 to present), Briggs ITD Corp.;
Treasurer (March 1996 to present), Sammons Financial
Holdings, Inc.; Treasurer (November 1993 to present),
CH Holdings; Treasurer (November 1993 to present),
Consolidated Investment Services, Inc.; Treasurer
(November 1993 to present), Richmond Holding Company,
L.L.C.; Partner (prior thereto), Ernst and Young
Steven C. Palmitier Executive Vice President
Midland National Life Chief Marketing Officer
One Midland Plaza
Sioux Falls, SD 57193-0001
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Senior Vice President and Chief Marketing Officer (March
1997 to present), Senior Vice President-Sales (August 1996
to February 1997), Midland National Life Insurance Company;
Senior Vice President-Sales (prior thereto), Penn Mutual
Life Insurance
Robert W. Korba Board of Directors
Sammons Enterprises, Inc. Member, Vice President
300 Crescent CT
Dallas, TX 75201
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
President and Director (since 1988), Sammons
Enterprises, Inc., Vice President (August 1998 to
present), Midland National Life Company
Executive Officers (other than Directors)
Unless otherwise indicated, the addresses for the
following are One Midland Plaza, Sioux Falls, SD
57193-0001
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
E. John Fromelt Senior Vice President
Midland National Life Chief Investment Officer
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Senior Vice President, Chief Investment Officer (since
1990), Midland National Life Insurance Company;
Shareholder (June 1996 to December 1997), Sorling
Law Firm; Senior Vice President, General Counsel &
Secretary (prior thereto), Franklin Life Insurance
Company
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
Jack L. Briggs Vice President, Secretary,
Midland National Life and General Counsel
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Vice President, Secretary and General Counsel (since
1978), Midland National Life Insurance Company
Gary W. Helder Vice President, Policy
Midland National Life Administration
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Vice President - Policy Administration (since 1991),
Midland National Life Insurance Company
Robert W. Buchanan Vice President, Marketing
Midland National Life Services
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Vice President - Marketing Services (March 1996 to
present), Second Vice President-Sales Development
(prior thereto), Midland National Life Insurance Company
Thomas M. Meyer Vice President and Chief
Midland National Life Financial Officer
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Vice President and Chief Financial Officer (January 1998
To present), Second Vice President and Controller (1995 to
1998), Midland National Life Insurance Company
Julia B. Roper Vice President & Chief
North American Compliance Officer
Company for Life &
Health Insurance
222 South Riverside Plaza
Chicago, IL 60606-5929
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Vice President and Chief Compliance Officer (August 1998 to
Present), Midland National Life Insurance; Vice President &
Chief Compliance Officer (September 1997 to present), North
American Company for Life & Health Insurance; Assistant Vice
President (prior thereto), CAN Insurance Companies
Joseph B. Moran Vice President - Parkway
Parkway Mortgage Mortgage Division
1700 galloping Hill Road
Kenilworth, NJ 07033
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Vice President - Parkway Mortgage Division (January 1999 to
Present), Midland National Life Insurance Company; President
(prior thereto), Parkway Mortgage, Inc.
James T. Fehon Vice President - Parkway
Parkway Mortgage Mortgage Division
1700 galloping Hill Road
Kenilworth, NJ 07033
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Vice President - Parkway Mortgage Division (January 1999 to
Present), Midland National Life Insurance Company; Executive
Vice President (prior thereto), Parkway Mortgage, Inc.
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 Alabama, Montana, and New York. It is proposed that the
Contract will ultimately be offered in Puerto Rico, and all
states, except New York and Alabama.
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.
Dick Miller
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.
There were no brokerage commissions for the
Variable Survivorship product last year.
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.
There were no brokerage commissions for the
Variable Survivorship product last year.
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 09/30/99.
Money Market 16.741
High Income 27.709
Equity-Income 43.246
Growth 61.424
Overseas 27.440
Asset Manager 28.245
Investment Grade Bond 17.079
Index 500 30.563
Contrafund 23.601
Asset Manager: Growth 20.018
Growth & Income 15.878
Balanced 13.162
Growth Opportunities 14.729
Capital Appreciation 12.341
Value 12.711
Balanced 13.232
International 14.179
Emerging Growth 14.213
Research 11.905
Growth & Income 11.061
New Discovery 14.484
Growth & Income 12.009
(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 insureds' 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 09/30/99
Money Market 16.741
High Income 27.709
Equity-Income 43.246
Growth 61.424
Overseas 27.440
Asset Manager 28.245
Investment Grade Bond 17.079
Index 500 30.563
Contrafund 23.601
Asset Manager: Growth 20.018
Growth & Income 15.878
Balanced 13.162
Growth Opportunities 14.729
Capital Appreciation 12.341
Value 12.711
Balanced 13.232
International 14.179
Emerging Growth 14.213
Research 11.905
Growth & Income 11.061
New Discovery 14.484
Growth & Income 12.009
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
Survivorship life insurance contract issued on an individual basis.
(c) The types of risks insured and excluded.
The Company insures against the Survivor'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.
Not Applicable
(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. This was filed
previously in Post Effective Amendment No. 1 for Form S-6, File No.
333-14061 on April 28, 1998.
(2) Not applicable.
(3) (a) Form of Principal Underwriting Agreement. This
was filed previously in Pre-Effective Amendment No. 1 for Form S-6,
File No. 333-14061 on January 31, 1997.
(b) Form of Selling Agreement. This was filed
previously in Pre-Effective Amendment No. 1 for Form S-6, File
No. 333-14061 on January 31, 1997.
(c) Commission Schedule. This was filed
previously in Pre-Effective Amendment No. 1 for Form S-6, File No.
333-80975.
(4) Not applicable.
(5) Form of Contract. This was filed previously in
Pre-Effective Amendment No. 1 for Form S-6, File No. 333-80975.
(6) (a) Articles of Incorporation of the Company.
This was filed previously in Post Effective Amendment No. 1 for
Form S-6, File No. 333-14061 on April 28, 1998.
(b) By-Laws of the Company. This was filed
previously in Post Effective Amendment No. 1 for Form S-6,
File No. 333-14061 on April 28, 1998.
(7) Not applicable.
(8) (a) Participation Agreements for Fidelity Distributors
Corporation/Variable Insurance Products Fund, and Variable Products
Fund II. This was filed previously in Pre-Effective Amendment No. 2
for Form S-6, File No. 333-14061 on April 23, 1997.
(b) Amendments to Participation Agreements for Fidelity
Distributors Corporation/Variable Insurance Products Fund, and
Variable Products Fund II. This was filed previously in Pre-Effective
Amendment No. 2 for Form S-6, File No. 333-14061 on April 23, 1997.
(c) Participation Agreement for Fidelity Distributors
Corporation/Variable Insurance Products Fund III. This was filed
previously in Post Effective Amendment No. 1 for Form S-6, File No.
333-14061 on April 28, 1998.
(d) Participation Agreement for American Century
Investment Services, Inc. This was filed previously in Pre-Effective
Amendment No. 2 for Form S-6, File No. 333-14061 on April 23, 1997
(e) Participation Agreement for Lord Abbett Series Funds,
Inc. This was filed previously in Post Effective Amendment No. 3 for
Form S-6, File No. 333-14061 on April 29, 1999.
(f) Amendments to Participation Agreement for Lord Abbett
Series Funds, Inc. This was filed previously in Pre-Effective
Amendment No. 1 for Form S-6, File No. 333-80975.
(g) Participation Agreement for Massachusetts Financial
Variable Insurance Trusts. This was filed previously in Post
Effective Amendment No. 3 for Form S-6, File No. 333-14061 on April 29,
1999.
(9) Not Applicable.
(10) Proposed form of application. This was filed previously in
Pre-Effective Amendment No. 1 for Form S-6, File No. 333-80975.
(11) Memorandum describing the Company's issuance, transfer and
redemption procedures for the Contract. This was filed previously in
Pre-Effective Amendment No. 1 for Form S-6, File No. 333-80975.
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 _12th_ day of _November, 1999_.
(SEAL) MIDLAND NATIONAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
(Name of registrant)
BY: MIDLAND NATIONAL LIFE INSURANCE COMPANY
(Name of depositor)
BY:
/s/_Michael M._Masterson___________
President and Chairman of the Board
Attest: /s/_Jack_L._Briggs___________________
Secretary
Midland National Life Insurance Company
N8B2.txt
