MIDLAND NATIONAL LIFE SEPARATE ACCOUNT C
497, 1999-09-30
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Flexible Premium Deferred Variable Annuity Contract
(Variable Annuity II)

Issued by
Midland National Life Insurance Company
(through Midland National Life Separate Account C)

Supplement dated September 1, 1999
to Prospectus dated May 1, 1999

The Midland Variable Annuity II now includes the following two
new investment options.

  Lord Abbett Mid-Cap Value (hereinafter referred to as Lord
Abbett VC Mid-Cap Value)
  Lord Abbett VC International (hereinafter referred to as
Lord Abbett VC International)

The Investment Objectives of the two newly available mutual
fund portfolios are as follows:

Portfolio     Objective
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.

The two new portfolios each invest in shares of the
corresponding portfolio of the Lord Abbett Series Fund, Inc.
(variable contract class).  The Investment Adviser of this Fund
is Lord, Abbett & Co.

The table on the following page summarizes the charges and
deductions that may be applicable to an investment in the two
portfolios listed above.  These charges and deductions are
explained in the prospectus for the Variable Annuity II and the
prospectus for the individual portfolios.

This Prospectus Supplement must be accompanied or preceded by
the Prospectus dated May 1, 1999 for the Variable Annuity II
and by the Prospectus dated February 10, 1999 for each
fund portfolio listed above.

As with all the fund portfolios described in your May 1, 1999
prospectus, the fund portfolios described above are not
available for purchase directly by the general public, and are
not the same as the mutual funds with very similar or nearly
identical names that are sold directly to the public.  However,
the investment objectives and policies of the portfolios are
very similar to the investment objectives and policies of other
(publicly available) mutual fund portfolios that have very
similar or nearly identical names and that are or may be
managed by Lord, Abbett & Co.  Nevertheless, the investment
performance and results of the above two fund portfolios may be
lower, or higher than the investment results of any of the
other (publicly available) available portfolios.  There can be
no assurance and no representation is made, that the investment
results of any of the available portfolios will be comparable
to the investment results of any other portfolio or mutual
fund, even if the other portfolio or mutual fund has the same
investment advisor or manager and the same investment
objectives and policies and a very similar or nearly identical
name.

This Prospectus Supplement provides very limited information
about the two newly available fund
portfolios.  The prospectuses for these portfolios, which
accompany this Prospectus Supplement, describe the investment
objectives, policies and risks of the portfolio.  The
information in the Prospectus Supplement is qualified in its
entirety by the information included in the Prospectus for the
Variable Annuity II and the prospectus for the two new
portfolios.

In addition to fees and charges deducted under the Contracts
(described in the Prospectus for the Variable Annuity II),
certain fees and charges are deducted by Lord, Abbett & Co. for
managing each portfolio's investments and providing services to
the portfolio.  The table below summarizes these
portfolio expenses:

Portfolio Annual Expenses (1)
(as a percentage of Portfolio average net assets)

                              Management     Other         Total
Portfolio                        Fees      Expenses(3)   Expenses(2)
Lord Abbett VC Mid-Cap Value      0.75%       0.35%        1.10%
Lord Abbett VC International      1.00%       0.35%        1.35%

(1) The fund data was provided by Lord Abbett Distributor LLC.
Midland has not independently verified the accuracy of the fund data.

(2) These portfolios were not available during the prior year.
Therefore, the expenses are based on expenses anticipated to be
incurred during 1999.

(3) Lord, Abbett & Co. has entered into an expense
reimbursement agreement with Lord Abbett VC Mid-Cap Value and
Lord Abbett VC International under which Lord, Abbett & Co.
will reimburse each portfolio if and to the extent such
portfolio's Other Expenses (excluding management fees) exceed
or would otherwise exceed 0.35%.

Expense Examples
If you surrender or annuitize Your Contract at the end of the
applicable time period, You would pay the following expenses on
a $1,000 investment, assuming 5% annual return on assets:

                               One     Three     Five     Ten
                               Year     Year     Year     Year
Lord Abbett VC Mid-Cap Value   $107     $151     $199     $295
Lord Abbett VC International   $109     $159     $211     $319

If you do not surrender Your Contract, You would pay the
following expenses on a $1,000 investment, assuming 5% annual
return on assets:

                                  One     Three     Five     Ten
                                  Year     Year     Year     Year
Lord Abbett VC Mid-Cap Value      $27     $81     $139     $295
Lord Abbett VC International      $29     $89     $151     $319

The above examples are based on estimated expenses for 1999 as
described in footnote (2) under the table titled 'Portfolio
Annual Expenses' and are net of any fee waivers or expense
reimbursements. The two new portfolios both contain an expense
reimbursement arrangement whereby the portfolio's Other
Expenses (excluding management fees) have a limit of 0.35%.
Without this arrangement, the portfolio's Other Expenses may
have been anticipated to be higher than 0.35%.  This would
result in higher expenses than what are shown in the above
examples.  Midland cannot predict whether such expense
reimbursement arrangements will continue.

The examples should not be considered a representation of past
or future expenses.  Actual expenses may be greater or less
than those shown.  The assumed 5% annual return is
hypothetical.  Past or future annual returns may be greater or
less than the assumed amount.  The above examples reflect the
$35 contract maintenance charge as an annual charge of 0.12% of
assets. The 0.12% is based on an average cash value of $30,000.

Portfolio Annual Expenses (1)
(as a percentage of Portfolio average net assets)

                             Management   Other        Total
Portfolio                      Fees      Expenses(3)  Expenses(2)
Lord Abbett VC Mid-Cap Value    0.75%      0.35%       1.10%
Lord Abbett VC International    1.00%      0.35%       1.35%

(1) The fund data was provided by Lord Abbett Distributor LLC.
Midland has not independently
verified the accuracy of the fund data.

(2) These portfolios were not available during the prior year.
Therefore, the expenses are based on expenses anticipated to be
incurred during 1999.

(3) Lord, Abbett & Co. has entered into an expense
reimbursement agreement with Lord Abbett VC Mid-Cap Value and
Lord Abbett VC International under which Lord, Abbett & Co.
will reimburse each portfolio if and to the extent such
portfolio's Other Expenses (excluding management fees) exceed
or would otherwise exceed 0.35%.

Expense Examples
If you surrender or annuitize Your Contract at the end of the
applicable time period, You would pay the following expenses on
a $1,000 investment, assuming 5% annual return on assets:

                                One     Three     Five     Ten
                                Year     Year     Year     Year
Lord Abbett VC Mid-Cap Value    $107     $151     $199     $295
Lord Abbett VC International    $109     $159     $211     $319

If you do not surrender Your Contract, You would pay the
following expenses on a $1,000 investment, assuming 5% annual
return on assets:

                                 One     Three     Five     Ten
                                 Year     Year     Year     Year
Lord Abbett VC Mid-Cap Value      $27     $81     $139     $295
Lord Abbett VC International      $29     $89     $151     $319

The above examples are based on estimated expenses for 1999 as
described in footnote (2) under the table titled 'Portfolio
Annual Expenses' and are net of any fee waivers or expense
reimbursements. The two new portfolios both contain an expense
reimbursement arrangement whereby the portfolio's Other
Expenses (excluding management fees) have a limit of 0.35%.
Without this arrangement, the portfolio's Other Expenses may
have been anticipated to be higher than 0.35%.  This would
result in higher expenses than what are shown in the above
examples.  Midland cannot predict whether such expense
reimbursement arrangements will continue.

The examples should not be considered a representation of past
or future expenses.  Actual expenses may be greater or less
than those shown.  The assumed 5% annual return is
hypothetical.  Past or future annual returns may be greater or
less than the assumed amount.  The above examples reflect the
$35 contract maintenance charge as an annual charge of 0.12% of
assets. The 0.12% is based on an average cash value of $30,000.

6813

STK99VA2.txt




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