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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No.
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 X
Amendment No.
APL VARIABLE ANNUITY ACCOUNT 1
___________________________________________________________________
(Exact Name of Registrant)
American Partners Life Insurance Company
___________________________________________________________________
(Name of Depositor)
80 South 8th Street, P.O. Box 534, Minneapolis, MN 55440-0534
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (612)
Mary Ellyn Minenko, IDS Tower 10, Minneapolis, MN 55440-0010
(Name and Address of Agent for Service)
It is proposed that this filing will become effective: As soon as
practicable.
DECLARATION REQUIRED BY RULE 24f-2(a)(1)
An indefinite number of shares of securities of the Registrant is
being registered by this Registration Statement.
The Registrant hereby amends the Registration Statement under the
Securities Act of 1933 on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission acting pursuant to Section 8(a) may determine.
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CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Cross reference sheet showing location in the prospectus and Statement of Additional
Information of the information called for by the items enumerated in Part A and B of
Form N-4.
Negative answers omitted from prospectus and Statement of Additional Information are
so indicated.
PART A PART B
Section in
Section Statement of
Item No. in Prospectus Item No. Additional Information
<C> <C> <C> <C>
1 Cover page 15 Cover page
2 Key terms 16 Table of contents
3(a) Expense summary 17(a) Depositor
(b) The Annuity in brief (b) NA
(c) About American Partners Life*
4(a) Condensed financial
information 18(a) NA
(b) Performance information (b) NA
(c) Financial statements (c) Independent auditors
(d) NA
5(a) Cover page; About (e) NA
American Partners Life (f) NA
(b) The variable account
(c) The funds 19(a) Distribution of the contracts*
(d) Cover page; The funds About American Partners Life*
(e) Voting rights (b) NA
(f) NA
20(a) Principal underwriter
6(a) Charges (b) Principal underwriter
(b) Charges (c) NA
(c) Charges (d) NA
(d) NA
(e) The funds 21(a) Performance information
(f) NA (b) Performance information
7(a) Buying your annuity; 22 Calculating Annuity Payouts
Benefits in case of
death; 23(a) NA
The annuity payout (b) NA
period
(b) The variable account;
Making the most of your
annuity
(c) The funds; Charges
(d) Cover page
8(a) The annuity payout period
(b) Buying the annuity
(c) The annuity payout period
(d) The annuity payout period
(e) The annuity payout period
(f) The annuity payout period
9(a) Benefits in case of death
(b) Benefits in case of death
10(a) Buying your annuity;
Valuing your investment
(b) Valuing your investment
(c) Buying your annuity; Valuing
your investment
(d) About American Partners Life
11(a) Surrendering your contract
(b) NA
(c) Surrendering your contract
(d) Buying your annuity
(e) The annuity in brief
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12(a) Taxes
(b) Key terms
(c) NA
13 NA
14 Table of contents of the
Statement of Additional Information
*Designates page number in the prospectus, which is hereby incorporated by reference
in this Statement of Additional Information.
</TABLE>
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Annuity
Prospectus
The ___________ Annuity is a flexible premium deferred
fixed/variable annuity contract offered by American Partners Life
Insurance Company (American Partners Life), a subsidiary of IDS
Life Insurance Company (IDS Life), which is a subsidiary of
American Express Financial Corporation. Purchase payments may be
allocated among different accounts, providing variable and/or fixed
returns. Through the subaccounts of the variable account, you can
invest in mutual funds which are managed to meet a variety of
investment objectives. The contract value will vary according to
the investment performance of the funds you select. You bear the
entire investment risk under the contract.
The annuity is available for non-qualified and certain qualified
retirement plans. The annuity offers tax-deferred asset
accumulation. This may be particularly attractive to investors in
high federal and state tax brackets who have made maximum
contributions to employer-sponsored retirement programs and IRAs.
The annuity has no front-end sales charge, nor does it have a
redemption or surrender charge.
The ______________ Annuity is designed to allow you to build up
funds for retirement. When you need to access your money, such as
at retirement, you may do so in several ways. You may take a
monthly fixed annuity payout for the lifetime of the annuitant(s)
you have designated, or you may take a lump-sum, a fixed amount per
month or the earnings on the annuity.
APL Variable Annuity Account 1
Sold by: American Partners Life Insurance Company.
Service Office: 80 South Eighth Street, P.O. Box 534,
Minneapolis, MN 55440-0534.
Telephone: ____________.
THIS PROSPECTUS CONTAINS THE INFORMATION ABOUT THE VARIABLE
ACCOUNTS THAT YOU SHOULD KNOW BEFORE INVESTING. Refer to "The
variable accounts" in this prospectus.
THE PROSPECTUS IS ACCOMPANIED OR PRECEDED BY THE RETIREMENT ANNUITY
MUTUAL FUND PROSPECTUS FOR IDS LIFE AGGRESSIVE GROWTH FUND, IDS
LIFE INTERNATIONAL EQUITY FUND, IDS LIFE CAPITAL RESOURCE FUND, IDS
LIFE MANAGED FUND, INC., IDS LIFE SPECIAL INCOME FUND, INC. AND IDS
LIFE MONEYSHARE FUND, INC. PLEASE KEEP THESE PROSPECTUSES FOR
FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
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ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
AMERICAN PARTNERS LIFE IS NOT A BANK, AND THE SECURITIES IT OFFERS
ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY
ANY BANK NOR ARE THEY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
A Statement of Additional Information (SAI) dated _________, 1995
(incorporated by reference into this prospectus) has been filed
with the Securities and Exchange Commission (SEC), and is available
without charge by contacting American Partners Life at the
telephone number above or by completing and sending the order form
on the last page of this prospectus. The table of contents of the
SAI is on the last page of this prospectus.
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Contents
Key terms.....................................................
The ________ Annuity in brief.................................
Expense summary...............................................
Condensed financial information...............................
Financial statements..........................................
Performance information.......................................
The variable account..........................................
The funds.....................................................
IDS Life Aggressive Growth Fund..........................
IDS Life International Equity Fund.......................
IDS Life Capital Resource Fund...........................
IDS Life Managed Fund....................................
IDS Life Special Income Fund.............................
IDS Life Moneyshare Fund.................................
The fixed account.............................................
Buying your annuity...........................................
Setting the annuity start date...........................
Beneficiary..............................................
Three ways to make purchase payments.....................
Charges.......................................................
Contract administrative charge...........................
Mortality and expense risk fee...........................
Premium taxes............................................
Other information on charges.............................
Valuing your investment.......................................
Number of units..........................................
Accumulation unit value..................................
Net investment factor....................................
Factors that affect variable account
accumulation units....................................
Making the most of your annuity...............................
Automated dollar-cost averaging..........................
Transferring money between accounts......................
Transfer policies........................................
Three ways to request a transfer or a surrender..........
Surrendering your contract....................................
Surrender policies.......................................
Receiving payment when you request a surrender...........
Changing ownership............................................
Benefits in case of death.....................................
The annuity payout period.....................................
Annuity payout plans.....................................
Death after annuity payouts begin........................
Taxes.........................................................
Voting rights.................................................
About American Partners Life..................................
Substitution of investments...................................
Distribution of the contracts.................................
Regular and special reports...................................
Table of contents of the Statement of Additional
Information................................................
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Key terms
These terms can help you understand details about your annuity.
American Partners Life - In this prospectus, "we," "us," "our" and
"American Partners Life" refer to American Partners Life Insurance
Company.
Annuity - A contract purchased from an insurance company that
offers tax-deferred growth of the contract owner's investment until
earnings are withdrawn, and that can be tailored to meet the
specific needs of the individual during retirement.
Accumulation unit - A measure of the value of each variable account
before annuity payouts begin.
Annuitant - The person on whose life or life expectancy the payouts
are based.
Annuity payout - An amount paid at regular intervals under one of
several plans available to the owner and/or any other payee. This
amount is paid on a fixed basis.
Annuity start date - The date when annuity payouts are scheduled to
begin. This date is established when you start your contract. As
your financial goals change, you may change the annuity start date.
Beneficiary - The person designated to receive annuity benefits in
case of the owner's or annuitant's death.
Close of business - When the New York Stock Exchange (NYSE) closes,
normally 4 p.m. Central time.
Code - Internal Revenue Code of 1986, as amended.
Contract value - Your total purchase payments, plus investment
return, less any contract administrative charges and premium tax
charges.
Contract year - A period of 12 months, starting on the effective
date of your contract and on each anniversary of the effective
date.
Fixed account - An account to which you may allocate purchase
payments. Amounts allocated to this account earn interest at rates
that are declared periodically by American Partners Life.
Mutual funds (funds) - Mutual funds or portfolios, each with a
different investment objective. (See "The funds.") You may
allocate your purchase payments into variable subaccounts investing
in shares of any or all of these funds.
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Owner (you, your) - The person who controls the annuity (decides on
investment allocations, transfers, payout options, etc.) Usually,
but not always, the owner is also the annuitant. The owner is
responsible for taxes, regardless of whether he or she receives the
annuity's benefits.
Purchase payments - Payments made to American Partners Life for an
annuity.
Qualified annuity - An annuity purchased for a retirement plan
that is subject to applicable federal law and any rules of the plan
itself. These plans include:
o Individual Retirement Annuities (IRAs), including rollovers from
qualified plans
o Simplified Employee Pension (SEP) Plans
All other annuities are considered nonqualified annuities.
Surrender value - The amount you are entitled to receive if you
surrender your annuity. It is the contract value minus any
applicable state premium taxes. No surrender charge will apply.
Valuation date - Any normal business day, Monday through Friday,
that the NYSE is open. The value of each variable subaccount is
calculated at the close of business on each valuation date.
Variable account - An account consisting of separate subaccounts to
which you may allocate purchase payments; each invests in shares of
one mutual fund. (See "The variable account.") The value of your
investment in each variable subaccount changes with the performance
of the particular fund.
The _____________ Annuity in brief
Purpose: The ___________ Annuity is designed to allow you to build
up funds for retirement. You do this by making one or more
investments (purchase payments) that may earn returns that increase
the value of the annuity. Beginning at a specified future date
(the annuity start date), the annuity provides lifetime or other
forms of payouts to you or to anyone you designate.
Accounts: You may allocate your purchase payments among any or all
of:
o variable subaccounts, each of which invests in a mutual fund
with a particular investment objective. The value of each
variable subaccount varies with the performance of the
particular fund. Therefore the contract value at the annuity
start date may be more or less than the total of purchase
payments allocated to the variable subaccounts. (p.)
o a fixed account, which earns interest at rates that are declared
periodically by American Partners Life. The guaranteed minimum
interest rate is 3%. (p.)
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Buying the annuity: You can purchase an annuity contract by
submitting a complete application. Applications are subject to
acceptance at our service office. You may buy a nonqualified
annuity or a qualified annuity. Payment may be made either in a
lump sum with the option of additional payments in the future or
installments:
o Minimum purchase payment - $2,000 ($1,000 for qualified
annuities) unless you pay in installments by means of a bank
authorization or under a group billing arrangement such as
payroll deduction at a rate of $100/month or more or other
payment plan acceptable to us.
o Minimum additional payment - $100.
o Maximum first-year payment(s) - $50,000 to $1,000,000 depending
on your age.
o Maximum payment for each subsequent year - $50,000. (p.)
Ten-day free look: You may return your contract for a refund
within 10 days after you receive it. The portion of your first
purchase payment allocated to the variable account must be invested
initially in the IDS Life Moneyshare subaccount for the period we
estimate or calculate your free look right to be in existence
(generally 15 days after the contract date or 5 days if you are
replacing an existing annuity).
If you choose not to keep your contract, return it to us within the
free look period. The contract will be canceled and we will refund
promptly the greater of (1) your purchase payment without
investment earnings, or (2) your contract value plus any amount
deducted from your payment prior to allocation to the variable
account or the fixed account.
Transfers: Subject to certain restrictions you may re-allocate
your money among accounts without charge at any time until annuity
payouts begin. You may establish automated transfers among the
fixed account and variable subaccount(s) and you may request a
transfer by telephone. (p.)
Surrenders: You may surrender all or part of your contract value at
any time before the annuity start date. You also may establish
systematic surrenders. There is no surrender charge. Amounts you
surrender may be taxable (and include a 10% penalty if surrenders
are made prior to your reaching age 59 1/2); and have other tax
consequences; also, certain restrictions apply. (p.)
Changing ownership: You may change ownership of a nonqualified
annuity by written instruction. However, such changes of
nonqualified annuities may have federal income tax consequences.
Certain restrictions apply concerning change of ownership of a
qualified annuity. (p.)
Payment in case of death: If you or the annuitant dies before
annuity payouts begin, we will pay the beneficiary the greater of
the contract value or total purchase payments made less partial
surrenders. (p.)
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Annuity payouts: The contract value of your investment can be
applied to an annuity payout plan that begins on the annuity start
date. You may choose from a variety of plans to make sure that
payouts continue as long as they are needed. If you purchased a
qualified annuity, the payout schedule must meet requirements of
the qualified plan. Payouts will be made on a fixed basis. (p.)
Taxes: Generally, your annuity grows tax-deferred until you
surrender it or begin to receive payouts. (Under certain
circumstances, IRS penalty taxes may apply.) Even if you direct
payouts to someone else, you will still be taxed on the income if
you are the owner.
Charges: Your ___________ Annuity is subject to a $30 annual
contract administrative charge, a 1% mortality and expense risk
charge, and any premium taxes that may be imposed by state or local
governments. Premium taxes are deducted either from your purchase
payments or upon full surrender or when annuity payments begin.
(p.)
Expense summary
The purpose of this summary is to help you understand the various
costs and expenses associated with the _______________ Annuity.
You pay no sales charge when you purchase the ___________ Annuity
nor do you pay a surrender charge if you surrender your annuity.
All costs that you bear directly or indirectly for the variable
subaccounts and underlying mutual funds are shown below. Some
expenses may vary as explained under "Contract charges."
Direct charge. This charge is deducted directly from the contract
value.
Annual contract administrative charge: $30. If the total purchase
payments (less partial surrenders) is at least $10,000, we will
waive the charge.
Indirect charges. The variable account pays these expenses out of
its assets. They are reflected in the variable subaccounts' daily
accumulation unit value and are not charged directly to your
account. They include:
Mortality and expense risk fee: 1% per year, deducted from the
variable subaccounts as a percentage of the average daily net
assets of the underlying fund.
Operating expenses of underlying mutual funds: management fees and
other expenses deducted as a percentage of average net assets as
follows: *
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<TABLE>
<CAPTION>
IDS Life IDS Life IDS Life IDS Life
Aggressive International Capital IDS Life Special IDS Life
Growth Equity Resource Managed Income Moneyshare
<S> <C> <C> <C> <C> <C> <C>
Management fees
Other expenses
Total**
</TABLE>
* Premium taxes imposed by some state and local governments are not
reflected in this table.
** Annualized operating expenses of underlying mutual funds at ___.
Example:* You would pay the following expenses on a $1,000
investment, assuming 5% annual return and surrender, no surrender
or selection of an annuity payout plan at the end of each time
period:
<TABLE>
<CAPTION>
IDS Life IDS Life IDS Life IDS Life
Aggressive International Capital IDS Life Special IDS Life
Growth Equity Resource Managed Income Moneyshare
<S> <C> <C> <C> <C> <C> <C>
1 year
3 years
</TABLE>
This example should not be considered a representation of past or
future expenses. Actual expenses may be more or less than those
shown.
* In this example, the $30 annual contract administrative charge is
approximated as a .___% charge based on our estimated average
contract size.
Financial statements
[To be filed by amendment]
Performance information
Performance information for the variable subaccounts may appear
from time to time in advertisements or sales literature. In all
cases, such information reflects the performance of a hypothetical
investment in a particular account during a particular time period.
Calculations are performed as follows:
Simple yield - IDS Life Moneyshare Subaccount: Income over a given
seven-day period (not counting any change in the capital value of
the investment) is annualized (multiplied by 52) by assuming that
the same income is received for 52 weeks. This annual income is
then stated as an annual percentage return on the investment.
Compound yield - IDS Life Moneyshare Subaccount: Calculated like
simple yield, except that, when annualized, the income is assumed
to be reinvested. Compounding of reinvested returns increases the
yield as compared to a simple yield.
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Yield - IDS Life Special Income: Net investment income (income
less expenses) per accumulation unit during a given 30-day period
is divided by the value of the unit on the last day of the period.
The result is converted to an annual percentage.
Average annual total return: Expressed as an average annual
compounded rate of return of a hypothetical investment over a
period of one, five and ten years (or up to the life of the
subaccount if it is less than ten years old). This figure reflects
deduction of all applicable charges, including the contract
administrative charge, and mortality and expense risk fee.
Aggregate total return: Represents the cumulative change in value
of an investment for a given period (reflecting change in an
account's accumulation unit value). The calculation assumes
reinvestment of investment earnings. Aggregate total return may be
shown by means of schedules, charts or graphs.
The following performance figures are calculated on the basis of
historical performance of the funds. The performance figures
relating to these funds assume that the contract was in existence
prior to ____, which it was not. Beginning ____, when these funds
became available as investment options under the contract, actual
values are used for the calculations.
Annualized yields based on 7-Day Period ended _____, 1995
Subaccount investing in: Simple Yield Compound Yield
IDS Life Moneyshare Fund % %
Annualized yield based on 30-Day Period ended _____, 1995
Subaccount investing in: Yield
IDS Life Special Income %
Average Annual Total Return Period Ended: _______, 1995
<TABLE>
<CAPTION>
Average Annual Total Return with or without Surrender
Subaccount investing in: 1 Year 5 Years 10 Years Since inception
<S> <C> <C> <C> <C>
IDS Life
Aggressive Growth Fund (1/92)*
Capital Resource Fund (10/81)
International Equity Fund (1/92)
Managed Fund (4/86)
Moneyshare Fund (10/81)
Special Income Fund (10/81)
* Inception dates of the funds are shown in parentheses.
</TABLE>
Performance information should be considered in light of the
investment objectives and policies, characteristics and quality of
the fund in which the account invests, and the market conditions
during the given time period. Such information is not intended to
indicate future performance. Because advertised yields and total
return figures include all charges attributable to the annuity,
which has the effect of decreasing advertised performance, account
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performance should not be compared to that of mutual funds that
sell their shares directly to the public. (See the SAI for a
further description of methods used to determine yield and total
return for the subaccounts.)
If you would like additional information about actual performance,
contact American Partners Life.
The variable account
Purchase payments can be allocated to any or all of the subaccounts
of the variable account that invest in shares of the following
funds:
Subaccount
IDS Life Aggressive Growth Fund CAG
IDS Life International Equity Fund CIE
IDS Life Capital Resource Fund CCR
IDS Life Managed Fund CMG
IDS Life Special Income Fund CSI
IDS Life Moneyshare Fund CMS
Each variable subaccount meets the definition of a separate account
under federal securities laws. Income, capital gains and capital
losses of each subaccount are credited or charged to that account
alone. No subaccount will be charged with liabilities of any other
variable account or of our general business. The obligations
arising under the contracts are general obligations of American
Partners Life.
The variable account was established under Arizona law and the
subaccounts are registered together as a single unit investment
trust under the Investment Company Act of 1940 (the 1940 Act).
This registration does not involve any supervision of our
management or investment practices and policies by the SEC.
The funds
IDS Life Aggressive Growth Fund
Objective: capital appreciation. Invests primarily in common stock
of small- and medium-size companies.
IDS Life International Equity Fund
Objective: capital appreciation. Invests primarily in common stock
of foreign issuers and foreign securities convertible into common
stock.
IDS Life Capital Resource Fund
Objective: capital appreciation. Invests primarily in U.S. common
stocks listed on national securities exchanges and other securities
convertible into common stock, diversified over many different
companies in a variety of industries.
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IDS Life Managed Fund
Objective: maximum total investment return. Invests primarily in
U.S. common stocks listed on national securities exchanges,
securities convertible into common stock, warrants, fixed income
securities (primarily high-quality corporate bonds) and money
market instruments.
IDS Life Special Income Fund
Objective: to provide a high level of current income while
conserving the value of the investment for the longest time period.
Invests primarily in high-quality, lower-risk corporate bonds
issued by many different companies in a variety of industries, and
in government bonds.
IDS Life Moneyshare Fund
Objective: maximum current income consistent with liquidity and
conservation of capital. Invests in high-quality money market
securities with remaining maturities of 13 months or less. The
fund also will maintain a dollar-weighted average portfolio
maturity not exceeding 90 days. The fund attempts to maintain a
constant net asset value of $1 per share.
All funds are available to serve as the underlying investment for
variable annuities, and some funds are available to serve as the
underlying investment for variable annuities and variable life
insurance contracts. It is conceivable that in the future it may
be disadvantageous for variable annuity separate accounts and
variable life insurance separate accounts to invest in the
available funds simultaneously. Although American Partners Life
and the funds do not currently foresee any such disadvantages
either to variable annuity contract owners or to variable life
insurance policy owners, the boards of directors or trustees of the
appropriate funds will monitor events in order to identify any
material conflicts between such contract owners and policy owners
and to determine what action, if any, should be taken in response
to a conflict. If a board were to conclude that separate funds
should be established for variable life insurance and variable
annuity separate accounts, the variable annuity contract holders
would not bear any expenses associated with establishing separate
funds.
The Internal Revenue Service (IRS) has issued final regulations
relating to the diversification requirements under Section 817(h)
of the Code. Each mutual fund intends to comply with these
requirements.
The U.S. Treasury and the IRS have indicated they may provide
additional guidance concerning how many variable subaccounts may be
offered and how many exchanges among variable subaccounts may be
allowed before the owner is considered to have investment control,
and thus is currently taxed on income earned within variable
subaccount assets. We do not know at this time what the additional
guidance will be or when action will be taken. We reserve the
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PAGE 15
right to modify the contract, as necessary, to ensure that the
owner will not be subject to current taxation as the owner of the
variable subaccount assets.
We intend to comply with all federal tax laws to ensure that the
contract continues to qualify as an annuity for federal income tax
purposes. We reserve the right to modify the contract as necessary
to comply with any new tax laws.
IDS Life, IDS Tower 10, Minneapolis, MN 55440, is the investment
manager for each of the IDS Life Funds. The investment manager
cannot guarantee that the funds will meet their investment
objectives. Please read the prospectus for complete information on
investment risks, deductions, expenses and other facts you should
know before investing. It is available by contacting American
Partners Life at the address or telephone number on the front of
this publication.
The fixed account
Purchase payments can also be allocated to the fixed account. The
cash value of the fixed account increases as interest is credited
to the account. Purchase payments and transfers to the fixed
account become part of the general account of American Partners
Life, the company's main portfolio of investments. Interest is
credited daily and compounded annually. We guarantee a minimum
interest rate of 3%. We may declare the interest rates above the
guaranteed rate from time to time.
Because of exemptive and exclusionary provisions, interests in the
fixed account have not been registered under the Securities Act of
1933 (1933 Act), nor is the fixed account registered as an
investment company under the 1940 Act. Accordingly, neither the
fixed account nor any interests in it are generally subject to the
provisions of the 1933 or 1940 Acts, and we have been advised that
the staff of the SEC has not reviewed the disclosures in this
prospectus that relate to the fixed account. Disclosures regarding
the fixed account, however, may be subject to certain generally
applicable provisions of the federal securities laws relating to
the accuracy and completeness of statements made in prospectuses.
Buying your annuity
Our representative can help you prepare and submit your
application. Alternatively, you may ask us for the forms and
prepare them yourself. As the owner, you have all rights and may
receive all benefits under the contract. Annuities cannot be owned
in joint tenancy. (In Pennsylvania, you cannot be an annuitant if
you are 79 or older.)
When you apply, you can select:
o the account(s) in which you want to invest;
o how you want to make purchase payments;
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PAGE 16
o the date you want to start receiving annuity payouts (the
annuity start date); and
o a beneficiary.
If your application is complete, we will process it and apply your
purchase payment to your account(s) within two days after we
receive it. If your application is accepted, we will send you a
contract. If we cannot accept your application within five days,
we will decline it and return your payment. We will credit
additional purchase payments you make to an existing contract to
your account(s) at the next close of business.
Setting the annuity start date
Annuity payouts will be scheduled to begin on the annuity start
date. This date can be aligned with your actual retirement from a
job, or it can be a different future date, depending on your needs
and goals and on certain restrictions. You can also change the
date, provided you send us written instructions at least 30 days
before annuity payouts begin.
For nonqualified annuities, the annuity start date must be:
o no earlier than the 60th day after the contract's effective
date; and
o no later than the annuitant's 85th birthday (or before the 10th
contract anniversary, if purchased after age 75).
For qualified annuities, to avoid IRS penalty taxes, the annuity
start date generally must be:
o on or after the annuitant reaches age 59 1/2; and
o by April 1 of the year following the calendar year when the
annuitant reaches age 70 1/2.
If you are taking the minimum IRA distributions as required by the
Code from another tax-qualified investment, or in the form of
partial surrenders from this annuity, annuity payouts can start as
late as the annuitant's 85th birthday or the 10th contract
anniversary.
Beneficiary
If death benefits become payable before the annuity start date,
your named beneficiary will receive all or part of the contract
value. If there is no named beneficiary, then you or your estate
will be the beneficiary. (See "Payment in case of death" for more
about beneficiaries.)
Minimum purchase payment
If single payment:
Nonqualified: $2,000
Qualified: $1,000
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PAGE 17
If installment payments:
$100 monthly; $50.00 biweekly
Installments must total at least $1,000 in the first year.*
*If you make no purchase payments for the most recent 24 months,
and your previous payments total $1,000 or less, we have the right
to give you 30 days' written notice and pay you the total value of
your contract in a lump sum. This restriction does not apply to
contracts sold to New Jersey residents.
Minimum additional purchase payment(s): $100
Maximum first-year payment(s):
This maximum is based on your age or age of the annuitant (whomever
is older) on the effective date of the contract.
Up to age 75 $1 million
76 to 85 $500,000
86 to 90 $50,000
Maximum payment for each subsequent year: $50,000**
**These limits apply in total to all American Partners Life
annuities you own. We reserve the right to increase maximum limits
or reduce age limits. For qualified annuities the qualified plan's
limits on annual contributions also apply.
Three ways to make purchase payments
1 By letter
Send your check along with your name and account number to:
Regular mail:
American Partners Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534
Express mail:
American Partners Life Insurance Company
Attention Unit ____
80 South Eighth Street
Minneapolis, MN 55402
2 By scheduled payment plan
Through:
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PAGE 18
o an automatic payroll deduction, or
o a bank authorization.
3 Other
o wire transfer; or
o other method acceptable to us.
Charges
Contract administrative charge
This charge is for establishing and maintaining your records. On
each contract anniversary we will deduct $30 from the contract
value. The deduction will be allocated among the subaccounts on a
pro-rata basis.
This charge will be waived for any contract year where the total
purchase payments (less partial surrenders) on the current contract
anniversary is $10,000 or more, or if, during the contract year, a
death benefit is payable or the contract is surrendered in full.
This charge does not apply after annuity payouts begin.
We do not expect to profit from the contract administrative charge.
While we do not currently plan to increase the charge we reserve
the right to increase the charge in the future. In no event will
the charge exceed $50 per year. Also, we reserve the right to
impose the charge on all contracts, including those with purchase
payments equal to or greater than $10,000.
Mortality and expense risk fee
This fee is to cover the mortality risk and expense risk and is
applied daily to the variable accounts and reflected in the unit
values of the accounts. Annually it totals 1% of their average
daily net assets. Approximately two-thirds of this amount is for
our assumption of mortality risk, and one-third is for our
assumption of expense risk. This fee does not apply to the fixed
account.
Mortality risk arises because of our guarantee to pay a death
benefit and our guarantee to make annuity payouts according to the
terms of the contract, no matter how long a specific annuitant
lives and no matter how long the entire group of American Partners
Life annuitants live. If, as a group, American Partners Life
annuitants outlive the life expectancy we have assumed in our
actuarial tables, then we must take money from our general assets
to meet our obligations. If, as a group, American Partners Life
annuitants do not live as long as expected, we could profit from
the mortality risk fee.
Expense risk arises because the contract administrative charge may
not cover our expenses. Any deficit would have to be made up from
our general assets. We could profit from the expense risk fee if
the annual contract administrative charge is more than sufficient
to meet expenses.
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PAGE 19
We do hope to profit from the mortality and expense risk fee. We
may use any profits realized from this fee for any proper corporate
purpose, including, among others, payment of distribution (selling)
expenses.
Premium taxes
Certain state and local governments impose premium taxes of up to
3.5%. These taxes are dependent upon the state of residence or the
state in which the contract was sold. In some cases, premium taxes
are deducted from your purchase payments before they are allocated.
In other cases, the deduction is made when you surrender your
contract or when annuity payouts begin.
Other information on charges
There is no surrender charge if you take a total or a partial
surrender from your contract.
In some cases lower sales and administrative expenses may be
incurred. In such cases, we may be able to reduce or eliminate the
contract administrative charge. However, we expect this to occur
infrequently.
Valuing your investment
Here is how your accounts are valued:
Fixed account: The amounts allocated to the fixed account are
valued directly in dollars and equal the sum of your purchase
payments plus interest earned, less any amounts surrendered or
transferred.
Variable subaccounts: Amounts allocated to the variable
subaccounts are converted into accumulation units. Each time you
make a purchase payment or transfer amounts into one of the
variable subaccounts, a certain number of accumulation units are
credited to your contract for that account. Conversely, each time
you take a partial surrender, transfer amounts out of a variable
subaccount, or are assessed a contract administrative charge, a
certain number of accumulation units are subtracted from your
contract.
The accumulation units are the true measure of investment value in
each subaccount during the accumulation period. They are related
to, but not the same as, the net asset value of the underlying
fund.
The dollar value of each accumulation unit can rise or fall daily
depending on the performance of the underlying mutual fund and on
certain fund expenses. Here is how unit values are calculated:
Number of units
To calculate the number of accumulation units for a particular
subaccount, we divide your investment, after deduction of any
premium taxes, by the current accumulation unit value.
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PAGE 20
Accumulation unit value
The current accumulation unit value for each variable subaccount
equals the last value times the subaccount's current net investment
factor.
Net investment factor
o Determined each business day by adding the underlying mutual
fund's current net asset value per share plus per-share amount
of any current dividend or capital gain distribution; then
o dividing that sum by the previous net asset value per share; and
o subtracting the percentage factor representing the mortality and
expense risk fee from the result.
Because the net asset value of the underlying mutual fund may
fluctuate, the accumulation unit value may increase or decrease.
You bear this investment risk in a variable subaccount.
Factors that affect variable subaccount accumulation units
Accumulation units may change in two ways; in number and in value.
Here are the factors that influence those changes:
The number of accumulation units you own may fluctuate due to:
o additional purchase payments allocated to the variable
subaccounts;
o transfers into or out of the variable subaccount(s);
o partial surrenders; and/or
o contract administrative charges.
Accumulation unit values may fluctuate due to:
o changes in underlying mutual fund(s) net asset value;
o dividends distributed to the variable subaccount(s);
o capital gains or losses of underlying mutual funds;
o mutual fund operating expenses; and/or
o mortality and expense risk fees.
Making the most of your annuity
Automated dollar-cost averaging
You can use automated transfers to take advantage of dollar-cost
averaging (investing a fixed amount at regular intervals). For
example, you might have a set amount transferred monthly from a
relatively conservative variable subaccount to a more aggressive
one, or to several others.
This systematic approach can help you benefit from fluctuations in
accumulation unit values caused by fluctuations in the market
value(s) of the underlying mutual fund(s). Since you invest the
same amount each period, you automatically acquire more units when
the market value falls, fewer units when it rises. The potential
effect is to lower your average cost per unit. Contact our service
office for more information.
<PAGE>
PAGE 21
<TABLE>
<CAPTION>
How dollar-cost averaging works
Month Amount Accumulation Number of units
invested unit value purchased
<S> <C> <C> <C> <C>
By investing an Jan $100 $20 5.00
equal number of
dollars each month.... Feb 100 16 6.25
Mar 100 9 11.11
you automatically Apr 100 5 20.00
buy more units
when the per unit May 100 7 14.29
market price is low....
June 100 10 10.00
July 100 15 6.67
and fewer units Aug 100 20 5.00
when the per unit
market price is Sept 100 17 5.88
high.
Oct 100 12 8.33
</TABLE>
You have paid an average price of only $10.81 per unit over the 10
months, while the average market price actually was $13.10.
Dollar-cost averaging does not guarantee that any variable
subaccount will gain in value, nor will it protect against a
decline in value if market prices fall. However, if you can
continue to invest regularly throughout changing market conditions,
it can be an effective strategy to help meet your long term goals.
Transferring money between accounts
You may transfer money from any one subaccount or the fixed account
to another at any time before annuity payouts begin. If we receive
your request before the close of business, we will process it that
day. Requests received after the close of business will be
processed the next business day. Before making a transfer, you
should consider the risks involved in switching investments. We
may suspend or modify transfer privileges at any time.
Transfer policies
o You may transfer contract values at any time between the
variable subaccounts, from the variable subaccount(s) to the
fixed account or from the fixed account to the variable
subaccount(s).
o The amount being transferred to any one account must be at least
$100.
o If you make more than 12 transfers in a contract year, we will
charge $25 for each transfer in excess of 12.
o Excessive trading activity can disrupt mutual fund management
strategy and increase expenses, which are borne by all contract
owners participating in the mutual fund regardless of their
transfer activity. Therefore, we reserve the right to limit the
number of transfers permitted, but not to fewer than twelve per
contract year.
<PAGE>
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Three ways to request a transfer or a surrender
1 By letter
Send your name, contract number, Social Security Number or Taxpayer
Identification Number and signed request for a transfer or
surrender to:
Regular mail:
American Partners Life Insurance Company
P.O. Box 534
Minneapolis, MN 55440-0534
Express mail:
American Partners Life Insurance Company
80 South Eighth Street
Minneapolis, MN 55402
Minimum amount
Mail transfers: $100 or entire account balance
Mail surrenders: $100 or entire account balance
Maximum amount
Mail transfers: None (up to contract value)
Mail surrenders: None (up to contract value)
2 By phone
Call between 7 a.m. and 6 p.m. Central time:
1-800- (toll free) or
# (local) (Minneapolis/St. Paul area)
TTY service for the hearing impaired:
1-800- (toll free)
Minimum amount
Phone transfers: $100 or entire account balance
Phone surrenders: $100 or entire account balance
Maximum amount
Phone transfers: None (up to contract value)
Phone surrenders: $50,000
We answer phone requests promptly, but you may experience delays
when the call volume is unusually high. If you are unable to get
through, use the mail procedure as an alternative.
We will honor any telephone transfer or surrender request believed
to be authentic and will use reasonable procedures to confirm that
they are. This includes asking identifying questions and tape
recording calls. A telephone surrender will not be allowed within
30 days of a phoned-in address change. As long as the procedures
are followed, neither American Partners Life nor its affiliates
will be liable for any loss resulting from fraudulent requests.
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PAGE 23
Telephone transfers or surrenders are automatically available. You
may request that telephone transfers or surrenders not be
authorized from your account by writing American Partners Life.
3 By automated transfers and automated partial surrenders
o You can set up automated transfers among your accounts or
partial surrenders from the accounts.
You can start or stop this service by written request or other
method acceptable to American Partners Life. You must allow 30
days for American Partners Life to change any instructions that are
currently in place.
o Automated transfers and automated partial surrenders are subject
to all of the contract provisions and terms, including transfer
of contract values between accounts. Automated surrenders may
be restricted by applicable law under some contracts.
o Automated partial surrenders may result in IRS taxes and
penalties on all or part of the amount surrendered.
Minimum amount
Automated transfers or surrenders: $100
Maximum amount
Automated transfers or surrenders: None
Surrendering your contract
As owner, you may surrender all or part of your contract at any
time before annuity payouts begin by sending a written request or
calling American Partners Life. For total surrenders we will
compute the value of your contract at the close of business after
we receive your request. We may ask you to return the contract.
You may have to pay IRS taxes and penalties (see "Taxes"). No
surrenders may be made after annuity payouts begin.
Surrender policies
If you have a balance in more than one account and request a
partial surrender, we will surrender money from all your accounts
in the same proportion as your value in each account correlates to
your total contract value, unless you request otherwise.
Receiving payment when you request a surrender
By regular or express mail:
o Payable to owner.
o Normally mailed to address of record within seven days after
receiving your request. However, we may postpone the payment
if:
-the surrender amount includes a purchase payment check that
has not cleared;
-the NYSE is closed, except for normal holiday and weekend
closings;
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PAGE 24
-trading on the NYSE is restricted, according to SEC rules;
-an emergency, as defined by SEC rules, makes it impractical
to sell securities or value the net assets of the accounts;
or
-the SEC permits us to delay payment for the protection of
security holders.
Changing ownership
You may change ownership of your non-qualified annuity at any time
by filing a change of ownership with us at our service office. The
change will become binding upon us when we receive and record it.
We take no responsibility for the validity of the change.
If you have a non-qualified annuity, you may lose your tax
advantages by transferring, assigning or pledging any part of it.
(See "Taxes".)
If you have a qualified annuity, you may not sell, assign,
transfer, discount or pledge your contract as collateral for a
loan, or as security for the performance of an obligation or for
any other purpose to any person except American Partners Life.
However, if the owner is a trust or custodian, or an employer
acting in a similar capacity, ownership of a contract may be
transferred to the annuitant.
Benefits in case of death
If you or the annuitant dies (or, for qualified annuities, if the
annuitant dies) before annuity payouts begin, we will pay the
beneficiary the greater of:
o the contract value; or
o purchase payments, minus any partial surrenders.
If your spouse is sole beneficiary under a non-qualified annuity
and you die before the annuity start date, your spouse may keep the
annuity as owner. To do this your spouse must, within 60 days
after we receive proof of death, give us written instructions to
keep the contract in force.
Under a qualified annuity, if the annuitant dies before reaching
age 70 1/2 and before the annuity start date, and the spouse is the
only beneficiary, the spouse may keep the annuity in force as owner
or until the date on which the annuitant would have reached age 70
1/2. To do this, the spouse must give us written instructions
within 60 days after we receive proof of death.
Payouts: We will pay the beneficiary in a single sum unless you
have given us other written instructions, or the beneficiary may
receive payouts under any annuity payout plan available under this
contract if:
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PAGE 25
o the beneficiary asks us in writing within 60 days after we
receive proof of death;
o payouts begin no later than one year after death; and
o the payout period does not extend beyond the beneficiary's life
or life expectancy.
When paying the beneficiary, we will determine the contract's value
at the next close of business after our death claim requirements
are fulfilled. Interest, if any, will be paid from the date of
death at a rate no less than required by law. We will mail payment
to the beneficiary within seven days after our death claim
requirements are fulfilled. (See "Taxes.")
The annuity payout period
As owner of the contract, you have the right to decide how and to
whom annuity payouts will be made starting at the annuity start
date. You may select one of the annuity payout plans outlined
below, or we will mutually agree on other payout arrangements. The
amount available for payouts under the plan you select is the
contract value on your annuity start date. Annuity payouts will be
made on a fixed basis.
Amounts of payouts depend on:
o the annuity payout plan you select;
o the annuitant's age and, in most cases, sex;
o the annuity table in the contract.
Annuity payout plans
You may choose any one of these annuity payout plans by giving us
written instructions at least 30 days before contract values are to
be used to purchase the payout plan:
o Plan A - Life annuity - no refund: Monthly payouts are made
until the annuitant's death. Payouts end with the last payout
before the annuitant's death; no further payouts will be made.
This means that if the annuitant dies after only one monthly payout
has been made, no more payouts will be made.
o Plan B - Life annuity with five, 10 or 15 years certain: Monthly
payouts are made for a guaranteed payout period of five, 10 or 15
years that the annuitant elects. This election will determine the
length of the payout period to the beneficiary if the annuitant
should die before the elected period has expired. The guaranteed
payout period is calculated from the annuity start date. If the
annuitant outlives the elected guaranteed payout period, payouts
will continue until the annuitant's death.
o Plan C - Life annuity - installment refund: Monthly payouts are
made until the annuitant's death, with our guarantee that payouts
will continue for some period of time. Payouts will be made for at
least the number of months determined by dividing the amount
applied under this option by the first monthly payout, whether or
not the annuitant is living.
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PAGE 26
o Plan D - Joint and last survivor life annuity - no refund:
Monthly payouts are made to the annuitant and a joint annuitant
while both are living. If either annuitant dies, monthly payouts
continue at the full amount until the death of the surviving
annuitant. Payouts end with the death of the second annuitant.
o Plan E - Payouts for a specified period: Monthly payouts are
made for a specific payout period of 10 to 30 years chosen by the
annuitant. Payouts will be made only for the number of years
specified whether the annuitant is living or not. Depending on the
time period selected, it is foreseeable that an annuitant can
outlive the payout period selected. In addition, a 10% IRS penalty
tax could apply under this payout plan. (See "Taxes".)
Restrictions for some qualified plans: If you purchased a
qualified annuity, you must select a payout plan that provides for
payouts:
o over the life of the annuitant;
o over the joint lives of the annuitant and a designated
beneficiary;
o for a period not exceeding the life expectancy of the
annuitant; or
o for a period not exceeding the joint life expectancies
of the annuitant and a designated beneficiary.
If we do not receive instructions: You must give us written
instructions for the annuity payouts at least 30 days before the
annuitant's annuity start date. If you do not, we will make
payouts under Plan B, with 120 monthly payouts guaranteed.
If monthly payouts would be less than $20: We will calculate the
amount of monthly payouts at the time the contract value is used to
purchase a payout plan. If the calculations show that monthly
payouts would be less than $20, we have the right to pay the
contract value to the owner in a lump sum.
Death after annuity payouts begin
If you or the annuitant dies after annuity payouts begin, any
amount payable to the beneficiary will be provided in the annuity
payout plan in effect.
Taxes
Generally, under current law, any increase in your contract value
is taxable to you only when you receive a payout or surrender.
(However, see detailed discussion below.) Any portion of the
annuity payouts and any surrenders you request that represent
ordinary income are normally taxable. You will receive a 1099 tax
information form for any year in which a taxable distribution was
made.
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PAGE 27
Annuity payouts under nonqualified annuities: A portion of each
payout will be ordinary income and subject to tax, and a portion of
each payout will be considered a return of part of your investment
and will not be taxed. All amounts received after your investment
in the annuity is fully recovered will be subject to tax.
Tax law requires that all nonqualified deferred annuity contracts
issued by the same company to the same owner during a calendar year
are to be taxed as a single, unified contract when distributions
are taken from any one of such contracts.
Annuity payouts under qualified annuities: Under a qualified
annuity, the entire payout generally will be includable as ordinary
income and subject to tax except to the extent that contributions
were made with after-tax dollars. If you invested in your contract
with pre-tax dollars as part of a qualified retirement plan, such
amounts are not considered to be part of your investment in the
contract and will be taxed when paid to you.
Surrenders: If you surrender part or all of your contract before
your annuity payouts begin, your surrender payment will be taxed to
the extent that the value of your contract immediately before the
surrender exceeds your investment. You also may have to pay a 10%
IRS penalty for surrenders before reaching age 59 1/2. For
qualified annuities, other penalties may apply if you surrender
your annuity before your plan specifies that you can receive
payouts.
Death benefits to beneficiaries: The death benefit under an
annuity is not tax-exempt. Any amount received by the beneficiary
that represents previously deferred earnings within the contract is
taxable as ordinary income to the beneficiary in the year(s) he or
she receives the payments.
Annuities owned by corporations, partnerships or trusts: Any
annual increase in the value of annuities held by such entities
generally will be treated as ordinary income received during that
year. This provision is effective for purchase payments made after
Feb. 28, 1986. However, if the trust was set up for the benefit of
a natural person only, the increase in value will be tax-deferred.
Penalties: If you receive amounts from your contract before
reaching age 59 1/2, you may have to pay a 10% IRS penalty on the
amount includable in your ordinary income. However, this penalty
will not apply to any amount received by you or your beneficiary:
o because of your death;
o because you become disabled (as defined in the Code);
o if the distribution is part of a series of substantially equal
periodic payments, made at least annually, over your life or
life expectancy (or joint lives or life expectancies of you and
your beneficiary); or
o if it is allocable to an investment before Aug. 14, 1982 (except
for qualified annuities).
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PAGE 28
For a qualified annuity, other penalties or exceptions may apply if
you surrender your annuity before your plan specifies that payouts
can be made.
Withholding, generally: If you receive all or part of the contract
value from an annuity, withholding may be imposed against the
taxable income portion of the payment. Any withholding that is
done represents a prepayment of your tax due for the year. You
take credit for such amounts on the annual tax return that you
file.
If the payment is part of an annuity payout plan, the amount of
withholding generally is computed using payroll tables. You can
provide us with a statement of how many exemptions to use in
calculating the withholding. As long as you've provided us with a
valid Social Security Number or Taxpayer Identification Number, you
can elect not to have any withholding occur.
If the distribution is any other type of payment (such as a partial
or total surrender) withholding is computed using 10% of the
taxable portion. Similar to above, as long as you've provided us
with a valid Social Security Number or Taxpayer Identification
Number, you can elect not to have this withholding occur.
Some states also impose withholding requirements similar to the
federal withholding described above. If this should be the case,
any payment from which federal withholding is deducted may also
have state withholding deducted. The withholding requirements may
differ if payment is being made to a non-U.S. citizen or if the
payment is being delivered outside the United States.
Transfer of ownership of a nonqualified annuity: If you make such
a transfer without receiving adequate consideration, the transfer
is considered a gift, and also may be considered a surrender for
federal income tax purposes. If the gift is a currently taxable
event, the amount of deferred earnings at the time of the transfer
will be taxed to the original owner, who also may be subject to a
10% IRS penalty as discussed earlier. In this case, the new
owner's investment in the annuity will be the value of the annuity
at the time of the transfer.
Collateral assignment of a nonqualified annuity: If you
collaterally assign or pledge your contract, earnings on purchase
payments you made after Aug. 13, 1982 will be taxed to you like a
surrender.
Important: Our discussion of federal tax laws is based upon our
understanding of these laws as they are currently interpreted.
Federal tax laws or current interpretations of them may change.
For this reason and because tax consequences are complex and highly
individual and cannot always be anticipated, you should consult a
tax adviser if you have any questions about taxation of your
contract.
<PAGE>
PAGE 29
Tax Qualifications
The contract is intended to qualify as an annuity for federal
income tax purposes. To that end, the provisions of the contract
are to be interpreted to ensure or maintain such tax qualification,
notwithstanding any other provisions of the contract. We reserve
the right to amend the contract to reflect any clarifications that
may be needed or are appropriate to maintain such qualification or
to conform the contract to any applicable changes in the tax
qualification requirements. We will send you a copy of any such
amendments.
Voting rights
As a contract owner with investments in the variable account(s),
you may vote on important mutual fund policies. We will vote fund
shares according to your instructions.
The number of votes you have is determined by applying your
percentage interest in each variable subaccount to the total number
of votes allowed to the subaccount.
We calculate votes separately for each subaccount not more than 60
days before a shareholders' meeting. Notice of these meetings,
proxy materials and a statement of the number of votes to which the
voter is entitled, will be sent.
We will vote shares for which we have not received instructions in
the same proportion as the votes for which we have received
instructions. We also will vote the shares for which we have
voting rights in the same proportion as the votes for which we have
received instructions.
Substitution of Investments
If shares of any fund should not be available for purchase by the
appropriate variable subaccount or if, in the judgment of American
Partners Life's Management, further investment in such shares is no
longer appropriate in view of the purposes of the subaccount,
investment in the subaccount may be discontinued or another
registered open-end management investment company may be
substituted for fund shares held in the subaccounts if American
Partners Life believes it would be in the best interest of persons
having voting rights under the contract. The variable account may
be operated as a management company under the 1940 Act or it may be
deregistered under this Act if the registration is no longer
required. In the event of any such substitution or change,
American Partners Life, without the consent or approval of the
owners, may amend the contract and take whatever action is
necessary and appropriate. However, no such substitution or change
will be made without the necessary approval of the SEC and state
insurance departments. American Partners Life will notify owners
of any substitution or change.
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PAGE 30
Distribution of the Contracts
The contracts will be distributed by American Express Financial
Advisors Inc., the principal underwriter for the variable account.
About American Partners Life
The ________________ Annuity is issued by American Partners Life.
American Partners Life is a wholly owned subsidiary of IDS Life
Insurance Company, which is a wholly owned subsidiary of American
Express Financial Corporation. American Express Financial
Corporation is a wholly owned subsidiary of the American Express
Company. American Express Company is a financial services company
principally engaged through subsidiaries (in addition to American
Express Financial Corporation) in travel related services,
investment services and international banking services.
American Partners Life is a stock life insurance company organized
in 1988 under the laws of the State of Arizona. Its service office
is located at 80 South Eighth Street, Minneapolis, MN 55402. Its
statutory address is 3225 North Central Avenue, Phoenix, AZ.
American Partners Life is licensed in the state of Arizona and it
conducts a conventional life insurance business.
American Express Financial Advisors Inc. is the principal
underwriter for the variable account. Its home office is IDS Tower
10, Minneapolis, MN 55440-0010. American Express Financial
Advisors Inc. is registered with the SEC under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc. American Express
Financial Advisors Inc. is a wholly owned subsidiary of American
Express Financial Corporation.
The American Express Financial Corporation family of companies also
offers mutual funds, investment certificates and a broad range of
financial management services. Today, the American Express
Financial Corporation group of companies owns or manages assets of
more than $100 billion.
Other subsidiaries provide investment management and related
services for pension, profit-sharing, employee savings and
endowment funds of businesses and institutions.
Regular and special reports
Services
To help you track and evaluate the performance of your annuity,
American Partners Life provides:
Quarterly statements showing the value of your investment.
Annual reports containing required information on the annuity and
its underlying investments.
<PAGE>
PAGE 31
Table of contents of the Statement of Additional Information
Performance information............................
Calculating annuity payouts........................
Depositor..........................................
Principal underwriter..............................
Mortality and expense risk fee.....................
Independent auditors...............................
Prospectus.........................................
Financial statements -
American Partners Life Insurance Company.....
___________________________________________________________________
Please check the appropriate box to receive a copy of the Statement
of Additional Information for:
_____ _______________ Annuity
_____ IDS Life Retirement Annuity Mutual Funds
Please return this request to:
American Partners Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534
Your name _______________________________________________________
Address _________________________________________________________
City ______________________ State ______________ Zip ___________
<PAGE>
PAGE 32
STATEMENT OF ADDITIONAL INFORMATION
for
_________________ ANNUITY
APL VARIABLE ANNUITY ACCOUNT 1
________________, 1995
APL Variable Annuity Account 1 is a separate account established
and maintained by American Partners Life Insurance Company
(American Partners Life).
This Statement of Additional Information, dated _________, 1995, is
not a prospectus. It should be read together with the Accounts'
prospectus, dated ____________, 1995, which may be obtained by
writing or calling American Partners Life at the address or
telephone number below.
American Partners Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534
Phone #
<PAGE>
PAGE 33
TABLE OF CONTENTS
Performance Information.......................................p.
Calculating Annuity Payouts...................................p.
Depositor.....................................................p.
Principal Underwriter.........................................p.
Independent Auditors..........................................p.
Mortality and Expense Risk Fee................................p.
Prospectus....................................................p.
Financial Statements
- American Partners Life Insurance Company..........p.
<PAGE>
PAGE 34
PERFORMANCE INFORMATION
Calculation of yield for IDS Life Moneyshare Subaccount
Simple yield for the IDS Life Moneyshare subaccount (CMS) will be
based on the: (a) change in the value of a hypothetical investment
(exclusive of capital changes) at the beginning of a seven-day
period for which yield is to be quoted; (b) subtracting a pro rata
share of subaccount expenses accrued over the seven-day period; (c)
dividing the difference by the value of the subaccount at the
beginning of the period to obtain the base period return; and (d)
annualizing the results (i.e., multiplying the base period return
by 365/7). Calculation of compound yield begins with the same base
period return used in the calculation of yield, which is then
annualized to reflect compounding according to the following
formula:
Compound Yield = [(return for seven-day period + 1) 365/7 ]-1
On ________________, the account's annualized yield was ____% and
its compound yield was ____%.
The rate of return, or yield, on the account's accumulation unit
may fluctuate daily and does not provide a basis for determining
future yields. Investors must consider, when comparing an
investment in subaccount CMS with fixed annuities, that fixed
annuities often provide an agreed-to or guaranteed fixed yield for
a stated period of time, whereas the variable subaccount's yield
fluctuates. In comparing the yield of subaccount CMS to a money
market fund, you should consider the different services that the
annuity provides.
Calculation of yield for IDS Life Special Income Subaccount
For the IDS Life Special Income Subaccount (CSI), quotations of
yield will be based on all investment income earned during a
particular 30-day period, less expenses accrued during the period
(net investment income) and will be computed by dividing net
investment income per accumulation unit by the value of an
accumulation unit on the last day of the period, according to the
following formula:
YIELD = 2[(a-b + 1)6 - 1]
cd
where: a = dividends and investment income earned during the
period.
b = expenses accrued for the period (net of
reimbursements).
c = the average daily number of accumulation units
outstanding during the period that were entitled to
receive dividends.
d = the maximum offering price per accumulation unit on
the last day of the period.
<PAGE>
PAGE 35
Yield on the subaccount is earned from the increase in the net
asset value of shares of the fund in which the subaccount invests
and from dividends declared and paid by the fund, which are
automatically invested in shares of the fund.
On ________________, the account's annualized yield was ____%.
Calculation of average annual total return
Quotations of average annual total return for a subaccount will be
expressed in terms of the average annual compounded rate of return
of a hypothetical investment in the annuity contract over a period
of one, five and 10 years (or, if less, up to the life of the
subaccount), calculated according to the following formula:
P(1+T)n = ERV
where: P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = Ending Redeemable Value of a hypothetical $1,000
payment made at the beginning of the one, five,
or ten year (or other) period at the end of the
one, five, or ten year (or other) period (or
fractional portion thereof).
Subaccount total return figures reflect the deduction of the
contract administrative charge and mortality and expense risk fee.
The Securities and Exchange Commission requires that an assumption
be made that the contract owner surrenders the entire contract at
the end of the one, five and ten year periods (or, if less, up to
the life of the subaccount) for which performance is required to be
calculated.
Aggregate Total Return
Aggregate total return represents the cumulative change in value of
an investment for a given period (reflecting change in an account's
accumulation unit value) and is computed by the following formula:
ERV-P
P
where: P = a hypothetical initial payment of $1,000.
ERV = Ending Redeemable Value of a hypothetical $1,000
payment made at the beginning of the one, five,
or ten year (or other) period at the end of the
one, five, or ten year (or other) period (or
fractional portion thereof).
The following performance figures are calculated on the basis of
historical performance of the funds. The performance figures
relating to these funds assume that the contract was in existence
prior to _______________, 1995, which it was not. Beginning
<PAGE>
PAGE 36
__________________, 1995, when these funds became available as
investment options under the contract, actual values are used for
the calculations.
Average Annual Total Return Period Ended: _____________, 1995
<TABLE>
<CAPTION>
Average Annual Total Return with or without Surrender
Since
Subaccount investing in: 1 Year 5 Years 10 Years Inception
<S> <C> <C> <C> <C>
IDS LIFE
Aggressive Growth Fund (1/92)*
Capital Resource Fund (10/81)
International Equity Fund (1/92)
Managed Fund (4/86)
Moneyshare Fund (10/81)
Special Income Fund (10/81)
*inception dates of the funds are shown in parentheses.
</TABLE>
Performance of the subaccounts may be quoted or compared to
rankings, yields, or returns as published or prepared by
independent rating or statistical services or publishers or
publications such as The Bank Rate Monitor National Index,
Barron's, Business Week, Donoghue's Money Market Fund Report,
Financial Services Week, Financial Times, Financial World, Forbes,
Fortune, Global Investor, Institutional Investor, Investor's Daily,
Kiplinger's Personal Finance, Lipper Analytical Services, Money,
Mutual Fund Forecaster, Newsweek, The New York Times, Personal
Investor, Stanger Report, Sylvia Porter's Personal Finance, USA
Today, U.S. News and World Report, The Wall Street Journal and
Wiesenberger Investment Companies Service.
CALCULATING ANNUITY PAYOUTS
Your fixed annuity payout amounts are guaranteed. Once calculated,
your payout will remain the same and never change. To calculate
your annuity payouts we:
o take the total value of your fixed account and the subaccounts
at the annuity start date or the date you have selected to begin
receiving your annuity payouts; then
o using an annuity table we apply the value according to the
annuity payout plan you select.
o The annuity payout table we use will be the one in effect at the
time you choose to begin your annuity payouts. The table will be
equal to or greater than the table in your contract.
DEPOSITOR
National Pension Life Insurance Company was established on October
14, 1988 and changed its name to American Partners Life Insurance
Company on February 18, 1994.
PRINCIPAL UNDERWRITER
The principal underwriter for the accounts is American Express
Financial Advisors Inc. which offers the variable contracts on a
continuous basis.
<PAGE>
PAGE 37
INDEPENDENT AUDITORS
[To be filed by amendment]
MORTALITY AND EXPENSE RISK FEE
American Partners Life has represented to the SEC that:
American Partners Life has reviewed publicly available information
regarding products of other companies. Based upon this review,
American Partners Life has concluded that the mortality and expense
risk fee is within the range of charges determined by industry
practice. American Partners Life will maintain at its
administrative office, and make available on request of the SEC or
its staff, a memorandum setting forth in detail the variable
products analyzed and the methodology, and results of, its
comparative review.
American Partners Life has concluded that there is a reasonable
likelihood that the proposed distribution financing arrangements
made with respect to the contracts will benefit the variable
account and investors in the contracts. The basis for such
conclusion is set forth in a memorandum which will be made
available to the SEC or its staff on request.
PROSPECTUS
The prospectus dated ______________, 1995, is hereby incorporated
in this Statement of Additional Information by reference.
<PAGE>
PAGE 38
PART C.
Item 24. Financial Statements and Exhibits
(a) To be filed by amendment.
(b) Exhibits:
1. Consent in Writing in Lieu of Meeting of Board of Directors
establishing the APL Variable Annuity Account 1 dated
February 9, 1995, filed electronically herewith.
2. Not applicable.
3. Form of Variable Annuity Distribution Agreement to be filed
by amendment.
4.1 Form of Deferred Annuity Contract for nonqualified contract
(form 32028), filed electronically herewith.
5.1 Form of Application for American Partners Life Variable
Annuity (form 32025), filed electronically herewith.
6.1 Articles of Amendment and Restatement of National Pension
Life Insurance Company dated February 18, 1994, filed
electronically herewith.
6.2 Amended and Restated By-Laws of American Partners Life, filed
electronically herewith.
7. Not applicable.
8. Not applicable.
9. Opinion of counsel to be filed by amendment.
10. Consent of Independent Auditors to be filed by amendment.
11. Not applicable.
12. Not applicable.
13. Copy of schedule for computation of each performance
quotation provided in the Registration Statement in response
to Item 21, filed electronically herewith.
14.1 Financial Data Schedule to be filed by amendment.
14.2 Power of Attorney to sign this Registration Statement dated
February 9, 1995, filed electronically herewith.
<PAGE>
PAGE 39
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
Positions and
Name Principal Business Address Offices with Depositor
<S> <C> <C>
Alan R. Dakay IDS Tower 10 Director and President
Minneapolis, MN 55440
Lorraine R. Hart IDS Tower 10 Director and Vice President-
Minneapolis, MN 55440 Investments
Richard W. Kling IDS Tower 10 Director and Chairman
Minneapolis, MN 55440 of the Board
F. Dale Simmons IDS Tower 10 Vice President-Real
Minneapolis, MN 55440 Estate Loan Management
William A. Stoltzmann IDS Tower 10 Director, Vice President,
Minneapolis, MN 55440 General Counsel and
Secretary
Melinda S. Urion IDS Tower 10 Director, Vice President,
Minneapolis, MN 55440 Controller and Treasurer
Laura G. Zimmerman IDS Tower 10 Vice President-Marketing
Minneapolis, MN 55440
</TABLE>
Item 26. Persons Controlled by or Under Common Control with the
Depositor or Registrant
American Partners Life Insurance Company is a wholly
owned subsidiary of IDS Life Insurance Company which is
a wholly owned subsidiary of American Express Financial
Corporation. American Express Financial Corporation is
a wholly owned subsidiary of American Express Company
(American Express).
The following list includes the names of major
subsidiaries of American Express.
Jurisdiction
Name of Subsidiary of Incorporation
I. Travel Related Services
American Express Travel Related
Services Company, Inc. New York
II. International Banking Services
American Express Bank Ltd. Connecticut
<PAGE>
PAGE 40
III. Companies engaged in Investors
Diversified Financial Services
American Enterprise Investment Services Inc. Minnesota
American Enterprise Life Insurance Company Indiana
American Express Financial Corporation Delaware
American Express Financial Advisors Inc. Delaware
American Express Minnesota Foundation Minnesota
American Express Service Corporation Delaware
American Express Trust Company Minnesota
American Partners Life Insurance Company Arizona
IDS Advisory Group Inc. Minnesota
IDS Aircraft Services Corporation Minnesota
IDS Cable Corporation Minnesota
IDS Cable II Corporation Minnesota
IDS Capital Holdings Inc. Minnesota
IDS Certificate Company Delaware
IDS Deposit Corp. Utah
IDS Fund Management Limited U.K.
IDS Futures Corporation Minnesota
IDS Futures III Corporation Minnesota
IDS Insurance Agency of Alabama Inc. Alabama
IDS Insurance Agency of Arkansas Inc. Arkansas
IDS Insurance Agency of Massachusetts Inc. Massachusetts
IDS Insurance Agency of Mississippi Inc. Mississippi
IDS Insurance Agency of Nevada Inc. Nevada
IDS Insurance Agency of New Mexico Inc. New Mexico
IDS Insurance Agency of North Carolina Inc. North Carolina
IDS Insurance Agency of Ohio Inc. Ohio
IDS Insurance Agency of Texas Inc. Texas
IDS Insurance Agency of Utah Inc. Utah
IDS Insurance Agency of Wyoming Inc. Wyoming
IDS International, Inc. Delaware
IDS Life Insurance Company Minnesota
IDS Life Insurance Company of New York New York
IDS Management Corporation Minnesota
IDS Partnership Services Corporation Minnesota
IDS Plan Services of California, Inc. Minnesota
IDS Property Casualty Insurance Company Wisconsin
IDS Real Estate Services, Inc. Delaware
IDS Realty Corporation Minnesota
IDS Sales Support Inc. Minnesota
IDS Securities Corporation Delaware
Investors Syndicate Development Corp. Nevada
Item 27. Number of Contractowners
Not applicable.
Item 28. Indemnification
The By-Laws of the depositor provide that it shall
indemnify a director, officer, agent or employee of the
depositor pursuant to the provisions of applicable
statutes or pursuant to contract.
<PAGE>
PAGE 41
Insofar as indemnification for liability arising under
the Securities Act of 1933 may be permitted to director,
officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the
registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities
being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 29. Principal Underwriters.
(a) American Expess Financial Advisors Inc. (formerly IDS
Financial Services Inc.) acts as principal underwriter
for the following investment companies:
IDS Bond Fund, Inc.; IDS California Tax-Exempt Trust; IDS
Discovery Fund, Inc.; IDS Equity Select Fund, Inc.; IDS Extra
Income Fund, Inc.; IDS Federal Income Fund, Inc.; IDS Global
Series, Inc.; IDS Growth Fund, Inc.; IDS High Yield Tax-Exempt
Fund, Inc.; IDS International Fund, Inc.; IDS Investment
Series, Inc.; IDS Managed Retirement Fund, Inc.; IDS Market
Advantage Series, Inc.; IDS Money Market Series, Inc.; IDS New
Dimensions Fund, Inc.; IDS Precious Metals Fund, Inc.; IDS
Progressive Fund, Inc.; IDS Selective Fund, Inc.; IDS Special
Tax-Exempt Series Trust; IDS Stock Fund, Inc.; IDS Strategy
Fund, Inc.; IDS Tax-Exempt Bond Fund, Inc.; IDS Tax-Free Money
Fund, Inc.; IDS Utilities Income Fund, Inc. and IDS
Certificate Company.
(b) As to each director, officer or partner of the principal
underwriter:
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Ronald G. Abrahamson Vice President- None
IDS Tower 10 Service Quality and
Minneapolis, MN 55440 Reengineering
Douglas A. Alger Vice President-Total None
IDS Tower 10 Compensation
Minneapolis, MN 55440
<PAGE>
PAGE 42
Item 29. (continued)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Jerome R. Amundson Vice President- None
IDS Tower 10 Investment Accounting
Minneapolis, MN 55440
Peter J. Anderson Senior Vice President- None
IDS Tower 10 Investments
Minneapolis, MN 55440
Ward D. Armstrong Vice President- None
IDS Tower 10 Sales and Marketing,
Minneapolis, MN 55440 American Express
Institutional Services
Alvan D. Arthur Group Vice President- None
IDS Tower 10 Central California/Western
Minneapolis, MN 55440 Nevada
Kent L. Ashton Vice President- None
IDS Tower 10 Financial Education
Minneapolis, MN 55440 Services
Joseph M. Barsky III Vice President-Senior None
IDS Tower 10 Portfolio Manager
Minneapolis, MN 55440
Robert C. Basten Vice President-Tax None
IDS Tower 10 and Business Services
Minneapolis, MN 55440
Timothy V. Bechtold Vice President-Insurance None
IDS Tower 10 Product Development
Minneapolis, MN 55440
John D. Begley Group Vice President- None
Olentangy Valley Center Ohio/Indiana
Suite 300
7870 Olentangy River Rd.
Columbus, OH 43235
Carl E. Beihl Vice President- None
IDS Tower 10 Strategic Technology
Minneapolis, MN 55440 Planning
Jack A. Benjamin Group Vice President- None
Greater Pennsylvania
Alan F. Bignall Vice President- None
IDS Tower 10 Financial Planning
Minneapolis, MN 55440 Systems
<PAGE>
PAGE 43
Item 29. (continued)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Brent L. Bisson Group Vice President- None
Seafirst Financial Los Angeles Metro
Center, Suite 1730
601 W. Riverside Ave.
Spokane, WA 99201
John C. Boeder Vice President- None
IDS Tower 10 Mature Market Group
Minneapolis, MN 55440
Bruce J. Bordelon Group Vice President- None
Gulf States
Charles R. Branch Group Vice President- None
Northwest
Karl J. Breyer Senior Vice President- None
IDS Tower 10 Corporate Affairs and
Minneapolis, MN 55440 Special Counsel
Harold E. Burke Vice President None
IDS Tower 10 and Assistant
Minneapolis, MN 55440 General Counsel
Daniel J. Candura Vice President- None
IDS Tower 10 Marketing Support
Minneapolis, MN 55440
Cynthia M. Carlson Vice President- None
IDS Tower 10 American Express
Minneapolis, MN 55440 Securities Services
Orison Y. Chaffee III Vice President-Field None
IDS Tower 10 Real Estate
Minneapolis, MN 55440
James E. Choat Senior Vice President- None
Suite 124 Field Management
6210 Campbell Rd.
Dallas, TX 75248
Kenneth J. Ciak Vice President and None
IDS Property Casualty General Manager-
1400 Lombardi Avenue IDS Property Casualty
Green Bay, WI 54304
Roger C. Corea Group Vice President- None
345 Woodcliff Drive Upstate New York
Fairport, NY 14450
<PAGE>
PAGE 44
Item 29. (Continued)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Henry J. Cormier Group Vice President- None
Connecticut
John M. Crawford Group Vice President- None
Arkansas/Springfield/Memphis
Kevin F. Crowe Group Vice President- None
IDS Tower 10 Carolinas/Eastern Georgia
Minneapolis, MN 55440
Alan R. Dakay Vice President- None
IDS Tower 10 Institutional Insurance
Minneapolis, MN 55440 Marketing
Regina David Vice President- None
IDS Tower 10 Systems Services
Minneapolis, MN 55440
Scott M. Digiammarino Group Vice President- None
Washington/Baltimore
Bradford L. Drew Group Vice President- None
Eastern Florida
William H. Dudley Director and Executive Director/
IDS Tower 10 Vice President- Trustee
Minneapolis MN 55440 Investment Operations
Roger S. Edgar Senior Vice President- None
IDS Tower 10 Information Systems
Minneapolis, MN 55440
Gordon L. Eid Senior Vice President None
IDS Tower 10 and General Counsel
Minneapolis, MN 55440
Robert M. Elconin Vice President- None
IDS Tower 10 Government Relations
Minneapolis, MN 55440
Mark A. Ernst Vice President- None
IDS Tower 10 Retail Services
Minneapolis, MN 55440
Joseph Evanovich Jr. Group Vice President- None
Nebraska/Iowa/Dakotas
Louise P. Evenson Group Vice President- None
San Francisco Bay Area
<PAGE>
PAGE 45
Item 29. (Continued)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Gordon M. Fines Vice President- None
IDS Tower 10 Mutual Fund Equity
Minneapolis MN 55440 Investments
Louis C. Fornetti Senior Vice President None
IDS Tower 10 and Chief Financial
Minneapolis, MN 55440 Officer
Douglas L. Forsberg Group Vice President- None
IDS Tower 10 Portland/Eugene
Minneapolis, MN 55440
William P. Fritz Group Vice President- None
Northern Missouri
Carl W. Gans Group Vice President- None
IDS Tower 10 Twin City Metro
Minneapolis, MN 55440
Bruce M. Gaurino Group Vice President- None
Hawaii
Robert G. Gilbert Vice President- None
IDS Tower 10 Real Estate
Minneapolis, MN 55440
John J. Golden Vice President- None
IDS Tower 10 Field Compensation
Minneapolis, MN 55440 Development
Morris Goodwin Jr. Vice President and None
IDS Tower 10 Corporate Treasurer
Minneapolis, MN 55440
Suzanne Graf Vice President- None
IDS Tower 10 Systems Services
Minneapolis, MN 55440
Bruce M. Guarino Group Vice President- None
Hawaii
David A. Hammer Vice President None
IDS Tower 10 and Marketing
Minneapolis, MN 55440 Controller
Teresa A. Hanratty Group Vice President- None
Northern New England
John R. Hantz Group Vice President- None
Detroit Metro
<PAGE>
PAGE 46
Item 29. (Continued)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Robert L. Harden Group Vice President- None
Suite 403 Boston Metro
8500 Leesburg Pike
Vienna, VA 22180
Lorraine R. Hart Vice President- None
IDS Tower 10 Insurance Investments
Minneapolis, MN 55440
Scott A. Hawkinson Vice President-Assured None
IDS Tower 10 Assets Product Development
Minneapolis, MN 55440 and Management
Brian M. Heath Group Vice President- None
IDS Tower 10 North Texas
Minneapolis, MN 55440
Raymond E. Hirsch Vice President-Senior None
IDS Tower 10 Portfolio Manager
Minneapolis, MN 55440
James G. Hirsh Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel
David J. Hockenberry Group Vice President- None
Eastern Tennessee
Kevin P. Howe Vice President- None
IDS Tower 10 Government and
Minneapolis, MN 55440 Customer Relations
David R. Hubers Chairman, Chief None
IDS Tower 10 Executive Officer and
Minneapolis, MN 55440 President
Marietta L. Johns Senior Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440
Douglas R. Jordal Vice President-Taxes None
IDS Tower 10
Minneapolis, MN 55440
Craig A. Junkins Vice President - IDS 1994 None
IDS Tower 10 Implementation Planning
Minneapolis, MN 55440 and Financial Planning
Development
James E. Kaarre Vice President- None
IDS Tower 10 Marketing Information
Minneapolis, MN 55440
<PAGE>
PAGE 47
Item 29. (Continued)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Linda B. Keene Vice President- None
Market Development
G. Michael Kennedy Vice President-Investment None
IDS Tower 10 Services and Investment
Minneapolis, MN 55440 Research
Susan D. Kinder Senior Vice President- None
IDS Tower 10 Human Resources
Minneapolis, MN 55440
Richard W. Kling Senior Vice President- None
IDS Tower 10 Risk Management Products
Minneapolis, MN 55440
Harold D. Knutson Vice President- None
IDS Tower 10 System Services
Minneapolis, MN 55440
Paul F. Kolkman Vice President- None
IDS Tower 10 Actuarial Finance
Minneapolis, MN 55440
Claire Kolmodin Vice President- None
IDS Tower 10 Service Quality
Minneapolis, MN 55440
David S. Kreager Group Vice President- None
IDS Tower 10 Greater Michigan
Minneapolis, MN 55440
Steven C. Kumagai Director and Senior None
IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Management and Business
Systems
Mitre Kutanovski Group Vice President- None
IDS Tower 10 Chicago Metro
Minneapolis, MN 55440
Edward Labenski Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager
Kurt A. Larson Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager
Lori J. Larson Vice President- None
IDS Tower 10 Variable Assets Product
Minneapolis, MN 55440 Development
<PAGE>
PAGE 48
Item 29. (Continued)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Ryan R. Larson Vice President- None
IDS Tower 10 IPG Product Development
Minneapolis, MN 55440
Daniel E. Laufenberg Vice President and None
IDS Tower 10 Chief U.S. Economist
Minneapolis, MN 55440
Richard J. Lazarchic Vice President- None
IDS Tower 10 Senior Portfolio
MInneapolis, MN 55440 Manager
Peter A. Lefferts Senior Vice President and None
IDS Tower 10 Chief Marketing Officer
Minneapolis, MN 55440
Douglas A. Lennick Director and Executive None
IDS Tower 10 Vice President-Private
Minneapolis, MN 55440 Client Group
Mary J. Malevich Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager
Fred A. Mandell Vice President- None
IDS Tower 10 Field Marketing Readiness
Minneapolis, MN 55440
Daniel E. Martin Group Vice President- None
Pittsburgh Metro
William J. McKinney Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440 Support
Thomas W. Medcalf Vice President- None
IDS Tower 10 Senior Portfolio Manager
Minneapolis, MN 55440
William C. Melton Vice President- None
IDS Tower 10 International Research
Minneapolis, MN 55440 and Chief International
Economist
Janis E. Miller Vice President- None
IDS Tower 10 Variable Assets
Minneapolis, MN 55440
James A. Mitchell Executive Vice President- None
IDS Tower 10 Marketing and Products
Minneapolis, MN 55440
<PAGE>
PAGE 49
Item 29. (Continued)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
John P. Moraites Group Vice President- None
Kansas/Oklahoma
Pamela J. Moret Vice President- None
IDS Tower 10 Corporate Communications
Minneapolis, MN 55440
Barry J. Murphy Senior Vice President- None
IDS Tower 10 Client Service
Minneapolis, MN 55440
Robert J. Neis Vice President- None
IDS Tower 10 Information Systems
Minneapolis, MN 55440 Operations
Ronald E. Newton Group Vice President- None
Rhode Island/Central
Massachusetts
Thomas V. Nicolosi Group Vice President- None
New York Metro Area
Vernon F. Palen Region Vice President- None
Suite D-222 Rocky Mountain Region
7100 E. Lincoln Drive
Scottsdale, AZ 85253
James R. Palmer Vice President- None
IDS Tower 10 Insurance Operations
Minneapolis, MN 55440
Carla P. Pavone Vice President- None
IDS Tower 10 Specialty Service Teams
Minneapolis, MN 55440 and Emerging Business
Judith A. Pennington Vice President- None
IDS Tower 10 Field Technology
Minneapolis, MN 55440
George M. Perry Vice President- None
IDS Tower 10 Corporate Strategy
Minneapolis, MN 55440 and Development
Susan B. Plimpton Vice President- None
IDS Tower 10 Segmentation Development
Minneapolis, MN 55440 and Support
Larry M. Post Group Vice President- None
Philadelphia Metro
<PAGE>
PAGE 50
Item 29. (Continued)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Ronald W. Powell Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel
James M. Punch Vice President- None
IDS Tower 10 TransAction Services
Minneapolis, MN 55440
Frederick C. Quirsfeld Vice President-Taxable None
IDS Tower 10 Mutual Fund Investments
Minneapolis, MN 55440
R. Daniel Richardson Group Vice President- None
Southern Texas
Roger B. Rogos Group Vice President- None
Suite 15, Parkside Pl. Western Florida
945 Boardman-Canfield Rd
Youngstown, Ohio 44512
ReBecca K. Roloff Vice President-1994 None
IDS Tower 10 Program Director
Minneapolis, MN 55440
Stephen W. Roszell Vice President- None
IDS Tower 10 Advisory Institutional
Minneapolis, MN 55440 Marketing
Max G. Roth Group Vice President- None
Wisconsin/Upper Michigan
Robert A. Rudell Vice President- None
IDS Tower 10 American Express
Minneapolis, MN 55440 Institutional Services
John P. Ryan Vice President and None
IDS Tower 10 General Auditor
Minneapolis, MN 55440
Erven A. Samsel Senior Vice President- None
45 Braintree Hill Park Field Management
Braintree, MA 02184
Russell L. Scalfano Group Vice President- None
Illinois/Indiana/Kentucky
William G. Scholz Group Vice President- None
Arizona/Las Vegas
<PAGE>
PAGE 51
Item 29. (Continued)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Stuart A. Sedlacek Vice President- None
IDS Tower 10 Assured Assets
Minneapolis, MN 55440
Donald K. Shanks Vice President- None
IDS Tower 10 Property Casualty
Minneapolis, MN 55440
F. Dale Simmons Vice President-Senior None
IDS Tower 10 Portfolio Manager,
Minneapolis, MN 55440 Insurance Investments
Judy P. Skoglund Vice President- None
IDS Tower 10 Human Resources and
Minneapolis, MN 55440 Organization Development
Julian W. Sloter Group Vice Presidnet- None
9040 Roswell Rd. Orlando/Jacksonville
River Ridge-Suite 600
Atlanta, GA 30350
Ben C. Smith Vice President- None
IDS Tower 10 Workplace Marketing
Minneapolis, MN 55440
William A. Smith Vice President and None
IDS Tower 10 Controller-Private
Minneapolis, MN 55440 Client Group
James B. Solberg Group Vice President- None
IDS Tower 10 Eastern Iowa Area
Minneapolis, MN 55440
Bridget Sperl Vice President- None
IDS Tower 10 Human Resources
Minneapolis, MN 55440 Management Services
Paul J. Stanislaw Group Vice President- None
Southern California
Lois A. Stilwell Group Vice President- None
IDS Tower 10 Outstate Minnesota Area/
Minneapolis, MN 55440 North Dakota/Western Wisconsin
William A. Stoltzmann Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel
James J. Strauss Vice President- None
IDS Tower 10 Corporate Planning
Minneapolis, MN 55440 and Analysis
<PAGE>
PAGE 52
Item 29. (Continued)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Jeffrey J. Stremcha Vice President-Information None
IDS Tower 10 Resource Management/ISD
Minneapolis, MN 55440
Neil G. Taylor Group Vice President- None
IDS Tower 10 Seattle/Tacoma
Minneapolis, MN 55440
John R. Thomas Senior Vice President- Director/
IDS Tower 10 Information and Trustee
Minneapolis, MN 55440 Technology
Melinda S. Urion Vice President and None
IDS Tower 10 Corporate Controller
Minneapolis, MN 55440
Peter S. Velardi Group Vice President- None
Atlanta/Birmingham
Charles F. Wachendorfer Group Vice President- None
Denver/Salt Lake City/
Albuquerque
Wesley W. Wadman Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager
Norman Weaver Jr. Senior Vice President- None
Suite 215 Field Management
1501 Westcliff Drive
Newport Beach, CA 92660
Michael L. Weiner Vice President- None
IDS Tower 10 Corporate Tax
Minneapolis, MN 55440 Operations
Lawrence J. Welte Vice President- None
IDS Tower 10 Investment Administration
Minneapolis, MN 55440
Jeffry M. Welter Vice President- None
IDS Tower 10 Equity and Fixed Income
Minneapolis, MN 55440 Trading
William N. Westhoff Senior Vice President and None
IDS Tower 10 Global Chief Investment
Minneapolis, MN 55440 Officer
Thomas L. White Group Vice President- None
Cleveland Metro
<PAGE>
PAGE 53
Item 29. (Continued)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Eric S. Williams Group Vice President- None
Virginia
Edwin M. Wistrand Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel
Michael R. Woodward Senior Vice President- None
Suite 815 Field Management
8585 Broadway
Merrillville, IN 46410
<PAGE>
PAGE 54
SIGNATURES
As required by the Securities Act of 1933 and the Investment
Company Act of 1940, American Partners Life Insurance Company, on
behalf of the Registrant has duly caused this Registration
Statement to be signed on its behalf, in the City of Minneapolis,
and State of Minnesota, on the 15th day of February, 1995.
APL VARIABLE ANNUITY ACCOUNT 1
(Registrant)
By American Partners Life Insurance Company
(Sponsor)
By /s/ Richard W. Kling*
Richard W. Kling
Chairman of the Board
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities indicated on the 15th day of February, 1995.
Signature Title
/s/ Richard W. Kling* Director and Chairman of
Richard W. Kling the Board
/s/ Alan R. Dakay* Director and President
Alan R. Dakay
/s/ Lorraine R. Hart* Director and Vice President
Lorraine R. Hart
/s/ William A. Stoltzmann* Director, Vice President,
William A. Stoltzmann General Counsel and
Secretary
/s/ Melinda S. Urion* Director, Vice President,
Melinda S. Urion Controller and Treasurer
*Signed pursuant to Power of Attorney filed electronically
herewith.
______________________________
Mary Ellyn Minenko
<PAGE>
PAGE 55
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement is comprised of the following papers
and documents:
The Cover Page.
Cross-reference sheet.
Part A.
The prospectus.
Part B.
Statement of Additional Information.
Financial Statements.
Part C.
Other Information.
The signatures.
Exhibits.
<PAGE>
PAGE 1
APL VARIABLE ANNUITY ACCOUNT 1
EXHIBIT INDEX
Exhibit 1 Consent in Writing in Lieu of Meeting of Board of
Directors.
Exhibit 4.1 Form of Deferred Annuity Contract for nonqualified
contract.
Exhibit 5.1 Form of Application for American Partners Life
Variable Annuity.
Exhibit 6.1 Articles of Amendment and Restatement of National
Pension Life Insurance Company.
Exhibit 6.2 Amended and Restated By-Laws of American Partners
Life.
Exhibit 13 Copy of schedule for computation of each performance
quotation.
Exhibit 14.2 Power of Attorney to sign this Registration
Statement.
<PAGE>
PAGE 1
CONSENT IN WRITING IN LIEU
OF MEETING OF BOARD OF DIRECTORS
TO THE SECRETARY OF AMERICAN
PARTNERS LIFE INSURANCE COMPANY
By this consent in writing in lieu of a meeting of the Board of
Directors of American Partners Life Insurance Company, an Arizona
corporation, we, the Directors of said Corporation, do hereby
consent to and authorize the adoption of the following resolution
to be effective immediately upon receipt by the Secretary of the
Corporation:
WHEREAS, This Board of Directors has determined that it is
desirable for the Corporation to develop certain variable
annuity contracts to be issued by the Corporation. Now,
therefore, be it
RESOLVED, that the APL Variable Annuity Account 1, comprised
of one or more subaccounts, is hereby established as a
separate account in accordance with A.R.S. Section 20-651
(Arizona Insurance Laws);
RESOLVED FURTHER, That the proper officers of the Corporation
are hereby authorized and directed to establish such
subaccounts within such separate account as they determine to
be appropriate;
RESOLVED FURTHER, That the proper officers of the Corporation
are hereby authorized and directed, as they may deem
appropriate from time to time and in accordance with
applicable laws and regulations to: establish further any
subaccounts; change the designation of any subaccount or the
separate account to another designation; and/or deregister the
separate account;
RESOLVED FURTHER, That the proper officers of the Corporation
are hereby authorized and directed to accomplish all filings,
registrations and applications for exemptive relief necessary
to carry the foregoing into effect.
/s/ Alan R. Dakay /s/ William A. Stoltzmann
Alan R. Dakay William A. Stoltzmann
/s/ Lorraine R. Hart /s/ Melinda S. Urion
Lorraine R. Hart
/s/ Richard W. Kling
Richard W. Kling
Received by the Secretary
February 9, 1995
/s/ William A. Stoltzmann
William A. Stoltzmann
<PAGE>
PAGE 1
American Partners Life Insurance Company
Administrative Office
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440
DEFERRED ANNUITY CONTRACT
Flexible purchase payments.
Optional fixed dollar or variable accumulation values.
Fixed dollar annuity payments to begin on the annuity start date.
This contract is nonparticipating.
Annuitant: John Doe Contract Date: October 1, 1995
Contract Number: 9300-1234567 Annuity Start Date: October 1, 2015
This is a deferred annuity contract. It is a legal contract
between you as the owner, and us, American Partners Life Insurance
Company, a Stock Company, Phoenix, Arizona. PLEASE READ YOUR
CONTRACT CAREFULLY.
If the annuitant is living on the Annuity Start Date, upon your
request, we will begin to pay you monthly annuity
payments. Any payments made by us are subject to the terms of this
contract.
We issue this contract in consideration of your application and the
initial purchase payment.
Signed for and issued by American Partners Life Insurance Company
at our administrative office in Minneapolis, Minnesota, as of the
contract date shown above.
ACCUMULATION VALUES, WHEN BASED ON THE INVESTMENT RESULTS OF THE
VARIABLE SUB-ACCOUNTS, ARE VARIABLE AND NOT GUARANTEED AS TO FIXED
DOLLAR AMOUNT. SEE PAGE 10 FOR VARIABLE PROVISIONS.
NOTICE OF YOUR RIGHT TO EXAMINE THIS CONTRACT FOR 10 DAYS
If for any reason you are not satisfied with this contract, return
it to us or our representative within 10 days after you receive it.
We will then cancel this contract. Upon such cancellation we will
refund an amount equal to the sum of: (1) the contract value; and
(2) any premium tax charges paid. This contract will then be
considered void from its start.
President
Secretary
32028 (1/95)
<PAGE>
PAGE 2
GUIDE TO CONTRACT PROVISIONS
Definitions Important words and meanings/Page 4
General Provisions Entire contract; Incontestability;
Benefits based upon incorrect data;
State Laws; Federal Laws; Reports to
owner; Evidence of survival;
Protection of proceeds; Payments by
us; Voting rights; Nonparticipating/
Page 5
Ownership and Beneficiary Owner rights; Change of ownership:
Beneficiary; Change of Beneficiary;
Assignment/Page 6
Payments to Beneficiary Describes options and amounts
payable upon death/Page 7
Purchase Payments Purchase payments amounts and
intervals; payment limits;
Allocation of purchase
payments/Page 8
Contract Value Describes the fixed and variable
account contract values; Interest to
be credited; Contract administrative
charge; Premium taxes; Transfers of
Contract Values/Page 9
Fixed and Variable Accounts Describes the variable accounts,
accumulation units and values; Net
investment factor; Mortality and
expense risk charge/Page 10
Surrender Provisions Surrender of the contract for its
surrender value; Rules for
surrender/Page 12
Annuity Provisions When annuity payments begin;
Different ways to receive annuity
payments; Determination of payment
amounts/Page 13
Table of Settlement Rates Tables showing amount of guaranteed
fixed annuity payments for the
various payment plans/Page 14
<PAGE>
PAGE 3
CONTRACT DATA
Annuitant: John Doe Contract Date: April 1, 1995
Contract Number: 9300-1234567 Annuity Start Date: April 1, 2013
Contract Owner: John Doe
DEFERRED ANNUITY CONTRACT ("PRIVILEGED EQUITY VARIABLE ANNUITY")
Upon issuance of this contract your purchase payments have been
scheduled to be paid as shown below. You may change the amount and
frequency as provided in this contract. Refer to the purchase
payments provision on Page X.
Amount Submitted With Application: $100
Scheduled Purchase Payment:
Annual Amount: $1,200
FIXED ACCOUNT AND VARIABLE ACCOUNT INVESTMENT OPTIONS
Variable
Subaccounts Mutual Fund
CCR IDS Capital Resource Fund
CSI IDS Life Special Income Fund
CMS IDS Life Moneyshare Fund
CMG IDS Life Managed Fund
CIE IDS Life International Equity Fund
CAG IDS Life Aggressive Growth Fund
CAB ABC Fund
CBD DEF Fund
CCG GHI Fund
CDJ JKL Fund
CEM MNO Fund
CFP PQR Fund
CGS STU Fund
Fixed Account Guaranteed Fixed Account Interest Rate:
3% per year compounded annually
SURRENDER CHARGE: None
CONTRACT ADMINISTRATIVE CHARGE: $30 per year. Charge is currently
waived if purchase payment less withdrawals are equal to or greater
than $10,000. We reserve the right to apply the charge to all
contracts regardless of purchase payments made.
We also reserve the right to increase the charge to not more than
$50 per year. See page 9.
PURCHASE PAYMENT LIMITS.
Maximum Minimum
1st contract year: $1,000,000 Additional Purchase Payment: $100
Each contract year thereafter: $ 50,000
<PAGE>
PAGE 4
DEFINITIONS
The following words are used often in this contract. When we use
these words, this is what we mean:
annuitant
The person or persons on whose life monthly annuity payments
depend.
you, your
The owner of this contract. The owner may be someone other than
the annuitant. The owner may be changed
as provided in this contract.
we, our, us
American Partners Life Insurance Company
accumulation unit
An accumulation unit is an accounting unit of measure. It is used
to calculate the contract value prior to settlement.
contract date
It is the date from which contract anniversaries, contract years,
and contract months are determined. Your contract date is shown
under Contract Data.
contract anniversary
The same day and month as the contract date each year that the
contract remains in force.
annuity start date
The date shown under Contract Data on which annuity payments are
scheduled to begin. This date may be changed as provided in this
contract. You will be notified prior to the annuity start date in
order to select an appropriate annuity payment plan.
settlement
The application of the contract value of this contract under an
Annuity Payment Plan to provide annuity payments.
valuation date
A valuation date is each day the New York Stock Exchange is open
for trading.
valuation period
A valuation period is the interval of time commencing at the close
of business on each valuation date and ending at the close of
business on the next valuation date.
fixed account
The fixed account is made up of all our assets other than those in
any separate account.
written request
A request in writing signed by you and delivered to us at our
administrative office.
<PAGE>
PAGE 5
subaccounts
The portfolios of the Variable Account. The subaccounts available
on the contract date are named under Contract Data.
contract value
The sum of the Fixed Account Contract Value (which receives a
declared interest rate) and the Variable Account Contract Value
(which varies with the investment performance of the elected
subaccounts) for this contract.
<PAGE>
PAGE 6
GENERAL PROVISIONS
General information about the contract.
Entire Contract
This contract form and the application, a copy of which is
attached, are the entire contract between you and us.
No one except one of our corporate officers (President, Vice
President, Secretary or Assistant Secretary) can change or waive
any of our rights or requirements under this contract. That person
must do so in writing. None of our representatives or other
persons has the authority to change or waive any of our rights or
requirements under this contract.
Incontestable
This contract is incontestable from its date of issue.
Benefits Based on Incorrect Data
If the amount of benefits is determined by data as to a person's
age or sex that is incorrect, benefits will be recalculated on the
basis of the correct data. Any underpayments made by us will be
made up immediately. Any overpayments made by us will be
subtracted from the future payments.
State Laws
This contract is governed by the law of the state in which it is
delivered. The values and benefits of this contract are at least
equal to those required by such state.
Federal Laws
This contract is intended to qualify as an annuity contract for
Federal income tax purposes. To that end, the provisions of this
contract are to be interpreted to ensure or maintain such tax
qualification, despite any other provisions to the contrary. We
reserve the right to amend this contract to reflect any
clarification that may be needed or are appropriate to maintain
such qualification or to conform them to any applicable changes in
the tax qualification requirements. We will send you a copy of any
such amendments.
Reports to Owner
At least once a year we will send you a statement showing the
contract value, purchase payments, surrenders and contract charges
made since the last report. This statement will be based on any
laws or regulations that apply to contracts of this type.
Evidence of Survival
Where any payments under this contract depend on the recipient or
the annuitant being alive on a given date, proof that such
condition has been met may be required by us. Such proof may be
required prior to making payments.
Protection of Proceeds
Payments under this contract are not assignable by any beneficiary
prior to the time they are due. To the extent allowed by law,
payments are not subject to the claims of creditors or to legal
process.
<PAGE>
PAGE 7
Payments By Us
All sums payable by us are payable from our administrative office.
Any surrender payment based on the variable account contract value
shall be payable only from the variable subaccounts.
Voting Rights
As long as federal law requires, we will give certain voting rights
to contract owners. As contract owner, if you have voting rights
we will send a notice to you telling you the time and place of a
shareholder meeting. The notice will also explain matters to be
voted upon and how many votes you get.
Nonparticipating
This contract does not participate in the profits or surplus of the
company.
<PAGE>
PAGE 8
OWNERSHIP AND BENEFICIARY
This section describes information about the contract owner and
beneficiary.
Owner's Rights
As long as the annuitant is living and unless otherwise provided in
this contract, you may exercise all rights and privileges provided
in this contract or allowed by us.
These include the right to:
Name a different owner for the contract;
Name or change the beneficiary.
Assign the contract to another person.
Withdraw money from the contract.
Select an annuity payment plan and specify the annuity start
date;
Receive the income payments if an annuity payment plan is
started.
Name or change the person who is to receive payments if an
annuity payment plan is chosen.
Cancel the contract and receive its value.
These rights are more fully described below and on the following
pages.
Change of Ownership
You can change the ownership of this contract by written request on
a form approved by us. The change must be made while the annuitant
is living. Once the change is recorded by us, it will take effect
as of the date of your request, subject to any action taken or
payment made by us before the recording. We take no responsibility
for the validity of the change.
Beneficiary
Beneficiaries are those you name, in a form satisfactory to us, to
receive benefits of this contract if you or the annuitant die while
this contract is in force.
Only those beneficiaries who are living when death benefits become
payable may share in the benefits, if any. If no beneficiary is
then living, we will pay the benefits to you, if living, otherwise
to your estate.
Change of Beneficiary
You may change the beneficiary anytime while the annuitant is
living by satisfactory written request to us. Once the change is
recorded by us, it will take effect as of the date of your request,
subject to any action taken or payment made by us before the
recording.
Assignment
While the annuitant is living, you can assign this contract or any
interest in it. Your interest and the interest of any beneficiary
is subject to the interest of the assignee. As assignment is not a
change of ownership and an assignee is not an owner as these terms
are used in this contract. Any amounts payable to the assignee
will be paid in a single sum.
<PAGE>
PAGE 9
A copy of any assignment must be submitted to us at our
administrative office. Any assignment is subject to any action
taken or payment made by us before the assignment was recorded at
our administrative office. We are not responsible for the validity
of any assignment.
<PAGE>
PAGE 10
PAYMENT TO BENEFICIARY
This section of the contract describes what happens and what is
payable after the death of the owner or annuitant.
Death Benefit Before the Annuity Start Date
If the annuitant or owner dies before the annuity start date while
this contract is in force we will pay to the beneficiary the
greater of:
1. the contract value, or
2. the purchase payments paid less any amounts surrendered.
The above amount will be payable in a lump sum upon the receipt of
due proof of death of the annuitant or owner whichever first
occurs. The beneficiary may elect to receive payment anytime
within 5 years after the date of death.
In lieu of a lump sum, payment may be made under an Annuity Payment
Plan, provided:
1. the beneficiary elects the plan within 60 days after we
receive due proof of death; and
2. payments begin no later than one year after the date of
death; and
3. the plan provides payments over a period which does not
exceed the life of the beneficiary, or the life expectancy of the
beneficiary.
In this event, the reference to "annuitant" in the Annuity
Provisions shall apply to the beneficiary.
Any amounts payable or applied by us as described in this section
will be based on the contract value as of the valuation date on or
next following the date on which due proof of death is received at
our administrative office.
Spouse Option to Continue Contract Upon Owner's Death
If the owner's death occurs prior to the annuity start date, the
owner's spouse, if designated as sole beneficiary, may elect in
writing to forego receipt of the death benefit and instead continue
this contract in force as owner. The election by the spouse must
be made within 60 days after we receive due proof of death.
Death Benefit After the Annuity Start Date
If the annuitant or owner dies after the annuity start date, the
amount payable, if any, will be as provided in the Annuity Payment
Plan then in effect.
<PAGE>
PAGE 11
PURCHASE PAYMENTS
This section describes the rules about how you can make payments
into the contract.
Purchase Payments
Purchase payments are the payments you make for this contract and
the benefits it provides. Purchase payments must be paid or mailed
to us at our administrative office or to our authorized agent. If
requested, we'll give you a receipt for your purchase payments.
Upon payment to us, purchase payments become our property.
Net purchase payments are that part of your purchase payments
applied to the contract value. A net purchase payment is equal to
the purchase payment less any applicable premium tax charge.
Amount and Intervals
Purchase payments may be paid in a single sum or in installments
until the earlier of: (1) the date this contract terminates by
surrender or otherwise; or (2) the date on which annuity payments
begin.
Subject to the Payment Limits Provision you may: (1) stop and/or
restart purchase payments; or (2) increase or decrease the amount
of your purchase payments; or (3) change the interval of your
purchase payments.
Payment Limits Provision
Maximum Purchase Payments - The maximum purchase payments in the
first or later contract years may not exceed the amounts shown
under Contract Data. We reserve the right to increase the
maximums. We will not decrease the maximums.
Minimum Purchase Payments - Upon issue of this contract, a purchase
payment intended as a Single Purchase Payment must be at least
$2,000. If you intend to make installment purchase payments such
payments, on an annualized basis, must be at least equal to $1,200.
(For example: 12 monthly payments of $100 each; or four quarterly
payments of $300 each).
The minimum additional purchase payment is $100.
We also reserve the right to cancel this contract if both of the
following conditions exist at the same time; (1) no purchase
payments have been paid for a continuous period of 24 months; and
(2) less than $1,000 in purchase payments have been paid under this
contract. In this event we will give you 30 days written notice of
our intent to cancel this contract. Upon such cancellation we will
pay you the contract value in one sum. This contract will then
terminate.
Allocation of Purchase Payments
You may allocate your purchase payments to the fixed account and
among one or more of the variable subaccounts. Your choice for each
account may be made in any whole percent from 0% to 100% as long as
the total adds up to 100%.
<PAGE>
PAGE 12
The entire portion of any net purchase payment that you allocate to
the Variable Subaccounts will be invested in the Moneyshare
subaccount until the estimated end of the "Right to Examine the
Contract" period. The contract value in the Moneyshare subaccount
will then be transferred to the subaccounts you elected on the
application.
The entire portion of any net purchase payment that you allocate to
the Fixed Account will be invested in the Fixed Account when
received.
Additional net purchase payments received after the "Right to
Examine the Contract" period will be allocated to the Fixed Account
and the Variable Subaccounts as you elected on the application
unless you elect a different allocation. By written request, or by
another method agreed to by us, you may change your purchase
payment allocations.
The first net purchase payment will be allocated as of the end of
the valuation period during which we make an affirmative decision
to issue this contract. Net purchase payments after the first will
be allocated as of the end of the valuation period during which we
receive the payment at our administrative office.
<PAGE>
PAGE 13
CONTRACT VALUE
This section explains the main parts of the contract that determine
its value and charges that may apply.
Contract Value
The contract value at any time is the sum of : (1) the Fixed
Account Contract Value; and 2) the Variable Account Contract Value.
If: (1) part or all of the contract value is surrendered; or (2)
charges described herein are made against the contract value; then
a number of accumulation units from the variable accounts and an
amount from the fixed account will be deducted to equal such
amount. For surrenders, deductions will be made from the fixed or
variable subaccounts that you specify. Otherwise, the number of
units from the variable subaccounts and the amount from the fixed
account will be deducted in the same proportion that your interest
in each bears to the total contract value.
Fixed Account Contract Value
The fixed account contract value at any time will be: (1) the sum
of all amounts credited to the fixed account under this contract;
less (2) any amounts deducted for charges or surrenders.
We will credit interest to the fixed account contract value.
Interest will begin to accrue on the date the purchase payments
which are received in our administrative office become available to
us for use. Such interest will be credited at rates that we
determine from time to time. However, we guarantee that the rate
will not be less than the Guaranteed Interest Rate shown under
Contract Data.
Variable Account Contract Value
The variable account contract value at any time will be: (1) the
sum of the value of all variable subaccount accumulation units
under this contract resulting from purchase payments so allocated,
or transfers among the variable subaccounts and fixed accounts;
less (2) any units deducted for charges or surrenders.
Transfers of Contract Values
While this contract is in force prior to the annuity start date,
transfer of contract values may be made at any time below:
between the variable subaccounts; or
from the variable subaccount(s) to the fixed account; or
from the fixed account to the variable subaccount(s).
The minimum transfer amount is $100, or if less, the entire
value in the account from which the transfer is being made.
Smaller minimums may apply to automated transfer procedures.
You may make a transfer by written request. Transfer requests may
also be made according to telephone procedures or automated
transfer procedures that are then currently in effect, if any.
If you make 12 transfer requests in a contract year we charge $25
for each additional request. This transfer privilege may be
suspended or modified by us at any time.
<PAGE>
PAGE 14
Contract Administrative Charge
We charge a fee for establishing and maintaining our records for
this contract. The charge is $30 per year and is deducted from the
contract value at the end of each contract year prior to the
annuity start date. We currently waive this annual charge if your
total purchase payments, less any withdrawals, equal at least
$10,000. The charge does not apply after the annuity start date.
Although we do not now intend to charge more than $30 per year, we
reserve the right to increase this annual charge to up to $50 if
warranted by the expenses we incur. We also reserve the right to
assess this charge, prior to the annuity start date against all
contracts regardless of the amount of purchase payments you have
made.
Premium Tax Charges
If a premium tax is imposed by any taxing authority, we reserve the
right to deduct the amount of the tax from your purchase payments
when they are received or from the contract value either at the
time of surrender or when you elect an annuity payment plan.
<PAGE>
PAGE 15
FIXED AND VARIABLE ACCOUNT
This section provides detailed information about the variable
account, accumulation units of the variable subaccounts and how
they are valued.
The Fixed Account
The fixed account is our general account. It is made up of all of
our assets other than: (1) those in the variable accounts; and (2)
those in any other segregated asset account.
The Variable Account
The variable account is a separate investment account of ours. It
consists of several subaccounts which are named under Contract
Data. We have allocated a part of our assets for this and certain
other contracts to the variable accounts. Such assets remain our
property. However, they may not be charged with the liabilities
from any other business in which we may take part.
Investments of the Variable Account
Purchase payments applied to the variable account will be allocated
as specified by the owner. Each variable subaccount will buy, at
net asset value, shares of the mutual fund shown for that
subaccount under Contract Data or as later added or changed.
We may change the mutual funds from which the variable subaccounts
buy shares if laws or regulations change, the existing funds become
unavailable or in the judgment of American Partners Life, the funds
are no longer suitable for the subaccounts. If any of these
situations occur, we would have the right to substitute funds other
that those shown under Contract Data. We may also add additional
subaccounts investing in other funds.
We would first seek approval of the Securities and Exchange
Commission and, where required, the insurance regulator of the
state where this contract is delivered.
Valuation of Assets
Mutual fund shares in the variable subaccounts will be valued at
their net asset value.
Variable Account Accumulation Units
The company will credit net purchase payments and amounts of
variable subaccount transfers in the form of accumulation units.
The number of units to be credited to each subaccount will be
determined by dividing the net amount allocated to that subaccount
by the unit value of the subaccount. In the case of the initial
net purchase payment, units will be credited on the date we make an
affirmative decision to issue this contract. For additional
payments, units will be credited as of the valuation period during
which the purchase payment is received.
The amount of any Contract Administrative Charge, other applicable
charges or partial surrenders charge deducted from the Variable
Account Contract Value will reduce the number of units credited to
the contract in the subaccounts. A transfer out of a subaccount
will reduce the number of units credited to the contract in that
subaccount while a transfer into a subaccount will increase the
number of units.<PAGE>
PAGE 16
Variable Account Accumulation Unit Value
The value of an accumulation unit for each of the variable
subaccounts was arbitrarily set at $1 when the first mutual fund
shares were bought. The value for any later valuation period is
found as follows:
The accumulation unit value for each variable subaccount for the
last prior valuation period is multiplied by the net investment
factor for the same subaccount for the next following valuation
period. The result is the accumulation unit value. The value of
an accumulation unit may increase or decrease from one valuation
period to the next.
Net Investment Factor
The net investment factor is an index applied to measure the
investment performance of a variable subaccount from one valuation
period to the next. The net investment factor may be greater or
less than one; therefore, the value of an accumulation unit may
increase or decrease.
The net investment factor for any such subaccount for any valuation
period is determined by; dividing (1) by (2) and subtracting (3)
from the result. This is done where:
(1) is the sum of:
a. the net asset value per share of the mutual fund held
in the variable subaccount determined at the end of the
current valuation period; plus
b. the per share amount of any dividend or capital gain
distributions made by the mutual fund held in the
variable subaccount, if the "ex-dividend" date occurs
during the current valuation period.
(2) is the net asset value per share of the mutual fund held in
the variable subaccount, determined at the end of the last
prior valuation period.
(3) is a factor representing the mortality and expense risk
charge.
Mortality and Expense Risk Charge
In calculating accumulation unit values we will deduct a mortality
and expense risk charge from the variable subaccounts equal, on an
annual basis, to 1.00% of the daily net asset value. This
deduction is made to compensate us for assuming the mortality and
expense risks under contracts of this type. We estimate that
approximately 2/3 of this charge is for assumption of mortality
risk and 1/3 is for assumption of expense risk. The deduction will
be: (1) made from each variable subaccount; and (2) computed on a
daily basis.
<PAGE>
PAGE 17
SURRENDER PROVISIONS
This section describes how you may obtain some or all of the value
of your contract other than through an Annuity Payment Plan.
Surrender
By written request and subject to the rules below you may:
1. surrender this contract for the total surrender value; or
2. partially surrender this contract for a part of the
surrender value.
Surrender Value
The surrender value at any time will be:
1. the contract value;
2. minus any applicable premium tax.
Rules For Surrender
All surrenders will have the following conditions:
1. You must apply by written request or other method agreed to
by us: (a) while this contract is in force; and (b) prior to
the earlier of the annuity start date or the death of the
annuitant.
2. Unless we agree otherwise, you must surrender an amount
equal to at least $100 or the contract value, if less.
3. The amount surrendered, less any charges, will normally be
paid to you within seven days of the receipt of your
written request and this contract, if required. In
accordance with state law for surrenders from the fixed
account, we have the right to defer payment to you for up to
6 months from the date we receive your request.
4. For partial surrenders, if you do not specify from which
accounts the surrender is to be made, the surrender will be
made from the variable subaccounts and fixed account in the
same proportion as your interest in each bears to the
contract value.
5. Any amounts surrendered can not be reversed. Amounts paid
after a partial surrender are considered new purchase
payments.
Upon surrender for the full surrender value this contract will
terminate. We may require that you return the contract to us
before we pay the full surrender value.
Suspension or Delay in Payment of Surrender
We have the right to suspend or delay the date of any surrender
payment from the variable subaccounts for any period:
1. When the New York Stock Exchange is closed; or
<PAGE>
PAGE 18
2. When trading on the New York Stock Exchange is restricted;
or
3. When an emergency exists as a result of which: (a)
disposal of securities held in the variable subaccounts is
not reasonable practicable; or (b) it is not reasonably
practicable to fairly determine the value of the net assets
of the variable subaccount: or
4. During any other period when the Securities and Exchange
Commission, by order, so permits for the protection of
security holders.
Rules and regulation of the Securities and Exchange Commission will
govern as to whether the conditions set forth in 2 and 3 exist.
<PAGE>
PAGE 19
ANNUITY PROVISIONS
This section describes using the contract value as a source of
guaranteed income and different ways to structure that income.
Settlement
When settlement occurs, the contract value less any applicable
premium taxes will be applied to make annuity payments under an
Annuity Payment Plan. The first payment will be made as of the
annuity start date. This date is shown under Contract Data unless
you have changed it. Before payments begin we will require
satisfactory proof that the annuitant is alive. We may also
require that you exchange this contract for a supplemental contract
which provides the annuity payments.
Change of Annuity Start Date
You may change the annuity start date shown for this contract.
Tell us the new date by written request. Any change must be
received by us at least 30 days prior to the date being changed.
However the annuity start date may not be later than the later of:
(1) the annuitant's 85th birthday; or (2) the tenth contract
anniversary. The new annuity start date you select must be at
least 30 days after we receive your written request.
Annuity Payment Plans
Subject to the terms of this contract, annuity payments will be
made on a fixed dollar basis. You can schedule receipt of annuity
payments according to one of the Plans A through E below or another
plan agreed to by us.
Plan A - This provides monthly annuity payments during the lifetime
of the annuitant. No payments will be made after the annuitant
dies.
Plan B - This provides monthly annuity payments during the lifetime
of the annuitant with a guarantee by us that payments will be made
for a period of at least five, ten or fifteen years. You must
select the guaranteed period.
Plan C - This provides monthly annuity payments during the lifetime
of the annuitant with a guarantee by us that payments will be made
for a certain number of months. We determine the number of months
by dividing the amount applied under this plan by the amount of the
first monthly annuity payment.
Plan D - Monthly payments will be paid during the lifetime of the
annuitant and a joint annuitant. When either the annuitant or the
joint annuitant dies we will continue to make monthly payments
during the lifetime of the survivor. No payments will be paid
after the death of both the annuitant and joint annuitant.
Plan E - (Installments for a specified period) this provides
monthly fixed dollar annuity payments for a period of years. The
period of years may be no less than 10 nor more than 30.
<PAGE>
PAGE 20
By written request to us at least 30 days before the Annuity Start
Date, you may select the Plan. If at least 30 days before the
Annuity Start Date we have not received your written request to
select a Plan, we will make payments according to Plan B with
payments guaranteed for ten years.
If the amount to be applied to a Plan would not provide an initial
monthly payment of at least $20, we have the right to make a lump
sum payment of the contract value.
Fixed Annuity
A fixed annuity is an annuity with payments that are guaranteed by
us as to dollar amount. Fixed annuity payments after the first
will never be less than the amount of the first payment. At
settlement, the contract value will be applied to the applicable
Annuity Table. This will be done in accordance with the Payment
Plan chosen. The amount payable for each $1,000 so applied is
shown in Table of Settlement Rates on page 14.
<PAGE>
PAGE 21
TABLE OF SETTLEMENT RATES
Rates used for various Annuity Payment Plans.
The amount of the first and all subsequent monthly fixed dollar
annuity payments for each $1,000 of value applied under any Payment
Plan will be based on our fixed dollar Table of Settlement Rates in
effect on the annuity start date. Such rates are guaranteed to be
not less than those shown in the table below. The amount of such
annuity payments under Plans A, B, and C will depend upon the sex
and the adjusted age of the annuitant on the annuity start date.
The amount of such annuity payments under Plan D will depend upon
the sex and the adjusted age of the annuitant and joint annuitant
on the date of settlement. Adjusted age shall be equal to the age
nearest birthday minus an "adjustment" depending on the calendar
year of birth of the annuitant and the joint annuitant as follows:
Calendar Calendar
Year of Year of
Annuitant's Annuitant's
Birth Adjustment Birth Adjustment
Prior to 1920 0 1945 through 1949 6
1920 through 1924 1 1950 through 1959 7
1925 through 1929 2 1960 through 1969 8
1930 through 1934 3 1970 through 1979 9
1935 through 1939 4 1980 through 1989 10
1940 through 1944 5 After 1989 11
<PAGE>
PAGE 22
<TABLE>
<CAPTION>
Table A
Dollar Amount of Each Monthly fixed dollar Annuity Payment Per $1,000 Applied
PLAN A PLAN B PLAN C PLAN D - Joint and Survivor
Life 5 Years 10 Years 15 Years With Adj. Adjusted Age of Female Joint Annuitant
Adj. Income Certain Certain Certain Refund Male 10 Years 5 Years Same 5 Years 10 years
Age* M F M F M F M F M F Age* Younger Younger Age Older Older
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.66 3.42 3.65 3.42 3.64 3.42 3.63 3.41 3.57 3.38 40 3.05 3.14 3.23 3.32 3.40
45 3.93 3.63 3.92 3.63 3.90 3.63 3.87 3.61 3.80 3.57 45 3.17 3.28 3.39 3.50 3.61
50 4.27 3.90 4.26 3.90 4.22 3.89 4.17 3.86 4.08 3.80 50 3.32 3.46 3.60 3.75 3.88
55 4.70 4.25 4.68 4.25 4.62 4.22 4.53 4.18 4.42 4.10 55 3.51 3.69 3.88 4.06 4.23
60 5.28 4.72 5.25 4.70 5.14 4.66 4.96 4.57 4.86 4.48 60 3.76 3.99 4.24 4.49 4.72
65 6.10 5.35 6.03 5.32 5.81 5.22 5.46 5.05 5.43 4.97 65 4.07 4.38 4.72 5.07 5.39
70 7.23 6.25 7.07 6.18 6.36 5.96 5.96 5.60 6.16 5.61 70 4.50 4.93 5.40 5.89 6.34
75 8.82 7.56 8.44 7.39 7.49 6.89 6.38 6.14 7.11 6.48 75 5.08 5.68 6.37 7.07 7.68
* Adjusted age of annuitant. M=Male F=Female
The table above is based on the "1983 Individual annuitant Mortality Table A" assuming a 3% annual effective interest rate.
Settlement rates for any age, or any combination of age and sex not shown above, will be calculated on the same basis as those
rates shown in the table above. Such rates will be furnished by us upon request. Amounts shown in the Table below are based on
assuming a 3% annual effective interest rate.
</TABLE>
<PAGE>
PAGE 23
<TABLE>
<CAPTION>
Table B
Dollar Amount of Each Monthly fixed dollar Annuity Payment Per $1,000 Applied
PLAN A PLAN B PLAN C PLAN D - Joint and Survivor
Life 5 Years 10 Years 15 Years With Adjusted Age of Joint Annuitant
Adj. Income Certain Certain Certain Refund Adj. 10 Years 5 Years Same 5 Years 10 years
Age* Age* Younger Younger Age Older Older
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.42 3.42 3.42 3.41 3.38 40 3.03 3.10 3.17 3.24 3.29
45 3.63 3.63 3.63 3.61 3.57 45 3.15 3.24 3.33 3.41 3.47
50 3.90 3.90 3.89 3.86 3.80 50 3.29 3.41 3.52 3.62 3.71
55 4.25 4.25 4.22 4.18 4.10 55 3.47 3.62 3.77 3.90 4.01
60 4.72 4.70 4.66 4.57 4.48 60 3.71 3.90 4.10 4.28 4.42
65 5.35 5.32 5.22 5.05 4.97 65 4.01 4.28 4.54 4.79 4.99
70 6.25 6.18 5.96 5.60 5.61 70 4.42 4.79 5.16 5.51 5.79
75 7.56 7.39 6.89 6.14 6.48 75 4.99 5.51 6.06 6.56 6.96
* Adjusted age of annuitant.
Table B above is based on the "1983 Individual annuitant Mortality Table A" assuming a 3% annual effective interest rate.
Settlement rates for any age, or any combination of age not shown above, will be calculated on the same basis as those rates shown
in the table above. Such rates will be furnished by us upon request. Amounts shown in the Table below are based on assuming a 3%
annual effective interest rate.
PLAN E Dollar Amount of Each Monthly Fixed Dollar annuity Payment Per $1,000 Applied
Years Monthly Years Monthly Years Monthly
Payable Payment Payable Payment Payable Payment
10 $9.61 17 $6.23 24 $4.84
11 8.86 18 5.96 25 4.71
12 8.24 19 5.73 26 4.59
13 7.71 20 5.51 27 4.47
14 7.26 21 5.32 28 4.37
15 6.87 22 5.15 29 4.27
16 6.53 23 4.99 30 4.18
</TABLE>
<PAGE>
PAGE 24
DEFERRED ANNUITY CONTRACT
Flexible purchase payments.
Optional fixed dollar or variable accumulation values.
Fixed dollar annuity payments to begin on the annuity start date.
This contract is nonparticipating.
American Partners Life Insurance Company
Administrative Office
80 South Eighth Street
P.O. Box 534
Minneapolis, Minnesota 55440
<PAGE>
PAGE 1
<TABLE>
<CAPTION>
American Partners Life Insurance Company Variable Annuity Application
Adminstrative office
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0499
An American Express Company
1. Who is the Proposed Annuitant? Is Annuitant the owner? Yes No (Always complete this section)
<C> <C> <C> <C> <C>
Mr. Mrs. Annuitant's name (first) (full middle) (last)
Miss Ms.
___________________________________________________________________________________________________________________________________
Social Security # Birthdate Marital status ! Male Citizenship
! Female ! U.S. ! Other __________
________________
___________________________________________________________________________________________________________________________________
Home address (street) (city) (state) (zip)
___________________________________________________________________________________________________________________________________
Telephone (Please provide both day and evening numbers) Day: ( ) Best time to call
Evening: ( ) Best time to call
___________________________________________________________________________________________________________________________________
2. Who will be the Owner? (Complete if owner is other than proposed annuitant)
___________________________________________________________________________________________________________________________________
Mr. Mrs. Owner's name (first) (full middle) (last)
Miss Ms.
___________________________________________________________________________________________________________________________________
Taxpayer ID or Social Security # Birthdate Relationship to annuitant
___________________________________________________________________________________________________________________________________
Home address (street) (city) (state) (zip)
___________________________________________________________________________________________________________________________________
3. What type of Annuity are you purchasing, and how will you pay for it? (Always complete this section)
___________________________________________________________________________________________________________________________________
Nonqualified IRA SEP Name of Employer_________________ Amount submitted
individual purchase Personal _________________________________________ $___________________
1035 exchange Spousal Address__________________________________ note: $2,000 minimum
Rollover _________________________________________ nonqualified
Transfer $1,000 minimum qualified
or $1,200 annually for
installment
___________________________________________________________________________________________________________________________________
Premium Payment Frequency Method of Payment (note: Minimum premium is waived if application includes
Monthly Quarterly setup of periodic payment of $100 or more)
Semiannually Annually Bank Authorization Check
Payroll Deduction 1035 exchange (please submit
exchange form)
___________________________________________________________________________________________________________________________________
4. How will you allocation your Investment Allocate in whole percentages. Total must equal 100%
___________________________________________________________________________________________________________________________________
Fixed Account ___________% ____________________ ___________% (* the entire portion of any net
Aggressive Growth ___________% ____________________ ___________% purchase payment that I allocate to
Capital Resource Fund ___________% ____________________ ___________% the Variable Accounts will be
International Equity Fund ___________% ____________________ ___________% in the Moneyshare Fund until the end
Managed Fund ___________% ____________________ ___________% of the Right to Examine the Contract
Moneyshare Fund* ___________% ____________________ ___________% period.)
Special Income Fund ___________% ____________________ ___________%
___________________________________________________________________________________________________________________________________
5. Who will be the beneficiary(ies) of this contract? (Always complete this section)
A. Beneficiary is: Annuitant's spouse, if living, otherwise the beneficiaries are the living lawful children of the Annuitant,
equally.
Annuitant spouse's full name _____________________________________________________________________
<PAGE>
PAGE 2
B. Other designation _____________________________________________________________________
Relationship to Annuitant _____________________________________________________________________
___________________________________________________________________________________________________________________________________
6. Replacement: Will this contract replace or change any existing life insurance or annuity?
___________________________________________________________________________________________________________________________________
Yes (if yes, please provide company name below) No
___________________________________________________________________________________________________________________________________
Company Name Policy Number
___________________________________________________________________________________________________________________________________
Company Address (street) (city) (state) (Zip)
___________________________________________________________________________________________________________________________________
7. Please read carefully, check appropriate boxes, and sign below.
___________________________________________________________________________________________________________________________________
SUITABILITY
BY SIGNING BELOW, I ACKNOWLEDGE RECEIPT OF THE PROSPECTUS. THE CONTRACT VALUE AND CASH SURRENDER VALUE WHEN BASED ON A SEPARATE
ACCOUNT MAY INCREASE OR DECREASE ON ANY DAY DEPENDING UPON THE INVESTMENT RESULTS. NO MINIMUM CASH SURRENDER VALUE IS GUARANTEED.
ALL VALUES UNDER THE VARIABLE ANNUITY PROVISIONS OF THE CONTRACT ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNTS.
Investment Objectives: I understand the investment objectives and risks of the contract for which I am applying. There can be no
assurance that such objectives will be achieved.
My specific long-term objectives are:
Aggressive Growth Growth with Income Income Growth Tax Deferral Preservation of Principal
My risk tolerance for investment is: Low Medium High
My Federal income tax bracket is: 15% 28% 31% 36% 39.6% Other
My annual income is: Under $15,000 $15,000 to $24,999 $25,000 to $49,999 $50,000 to $99,999 $100,000 or more
Specify any securities firm with which you are affiliated:_______________________________________________________.
Deferred Annuity
The basic purpose of an annuity is to provide lifetime income at retirement and it should be purchased for this purpose. You
should be aware of the benefits and consequences of tax deferral, and be confident that it can work to your advantage. The
contract value may be surrendered in full or in part before annuity payments begin, but not after. We reserve the right to
terminate certain installment payment contracts for full value, if in any 24 month period no purchase payments have been received
and the amount paid is less than $1,000.
IRA Applications
I assume all responsibility for any tax consequences and penalties that may result from making contributions to, transactions with
and distributions from this IRA.
AGREEMENTS
Cancellation: The contract provides me with certain cancellation privileges for a period of time from receipt (usually 10 days)
under which no fees will be charged by the company.
Each signer agrees that each of the statements and answers given in this application is true and complete to the best of his or her
knowledge and belief, and will be the basis of any annuity issued from this application. I certify under penalties of perjury that
my Social Security Number as listed on this application is correct. I also certify that I am of legal age to enter into this
agreement.
SIGNATURES:
Signed on (date) __________________________ at (city) ______________________, (state) __________________________
Signature of Annuitant X____________________________________________________________________________________
If Owner is other than Annuitant, please sign below.
Signature of Owner X________________________________________________________________________________________
32025 (1/95)
</TABLE>
<PAGE>
PAGE 1
ARTICLES OF AMENDMENT AND RESTATEMENT
OF
NATIONAL PENSION LIFE INSURANCE COMPANY
Pursuant to the provisions of Arizona Revised Statutes,
Section 10-061, the undersigned President and Secretary of National
Pension Life Insurance Company, an Arizona stock insurer
(hereinafter referred to as the "Corporation"), do hereby certify
that:
1. The name of the Corporation is National Pension Life
Insurance Company.
2. The Corporation's Restatement and Articles of
Redomestication were originally filed with the Arizona Corporations
Commission on October 14, 1988 and thereafter have not been
amended.
3. The Restatement and Articles of Redomestication
heretofore in effect are hereby amended and restated to effect the
following amendments.
4. SECTION ONE of the Restatement and Articles of
Redomestication is hereby amended in its entirety to read as
follows:
The name of the Corporation shall be known as American
Partners Life Insurance Company.
5. SECTION FIVE of the Restatement and Articles of
Redomestication is hereby amended in its entirety to read as
follows:
The address of the principal place of business of the
Corporation is 3225 North Central Avenue, Phoenix, Arizona
85012, and C T Corporation System is the statutory agent at
such address. The Corporaton may transact business in every
county of the State of Arizona, in each of the United States
of America, in the District of Columbia, and in all other
territories and possessions of the United States.
6. SECTION SEVEN of the Restatement and Articles of
Redomestication is hereby amended in its entirety to read as
follows:
The Corporation's directors shall be the following named
individuals and their terms shall expire one year from the
date of this restatement or when their successors shall be
elected and qualified, whichever occurs first:
Names Addresses
Alan R. Dakay IDS Tower 10, Minneapolis, MN 55440
Lorraine R. Hart IDS Tower 10, Minneapolis, MN 55440
Richard W. Kling IDS Tower 10, Minneapolis, MN 55440
William A. Stoltzmann IDS Tower 10, Minneapolis, MN 55440
Melinda S. Urion IDS Tower 10, Minneapolis, MN 55440
<PAGE>
PAGE 2
7. A new SECTION NINE shall be added to read as follows:
The corporation may indemnify its directors, officers,
employees and agents to the extent permitted by the laws of
the State of Arizona.
8. The foregoing amendments to the Restatement and Articles
of Redomestication were authorized by a resolution of the Board of
Directors at a meeting on the 18th day of February, 1994, followed
by the unanimous affirmative vote of the holder of all of the
25,000 outstanding shares entitled to vote thereon on the 18th day
of February, 1994.
RESTATED ARTICLES OF INCORPORATION
Upon resolution of the Corporation's Board of Directors adopted on
the 18th day of February, 1994, the text of the Restatement and
Articles of Redomestication, as further amended above, is hereby
restated in full and without change, shall supercede the original
Restatement and Articles of Redomestication and shall read as
follows:
SECTION ONE. The name of the Corporation shall be known as
American Partners Life Insurance Company.
SECTION TWO. The Corporation is organized for the purpose of
engaging in the business of disability insurance, life insurance
and annuities, as these kinds of insurance are defined in Article
2, Chapter 2 of the 1987 Arizona Revised Statutes Annotated, and
any amendments to such article and any provisions in substitution
therefor that may be hereafter adopted. Such purpose includes,
without limitation, the following:
A. To make insurance on single lives, joint lives, and
survivorships and to make reversionary payments and all
other contracts whatsoever appertaining to the business of
life and health insurance;
B. To do any and all insurance and reinsurance:
1. On the lives of persons and every insurance
appertaining thereto or connected therewith, including
endowments and to grant, purchase or dispose of
annuities; and
2. Against any bodily injury, disablement or
death by accident or accidental means, or the expenses
thereof, or against disablement or expense resulting
from sickness and every insurance appertaining
thereto;
C. To carry on any business or effect any object not
repugnant to the laws applicable to the Corporation that may
be done by a corporation engaged in the business of
insurance described above; and
<PAGE>
PAGE 3
D. To hold in trust or otherwise the proceeds of any
life or accident insurance policy or annuity issued by it
upon such terms and subject to such limitations as to
revocation by the policyholder or purchaser of the annuity
and control by the beneficiaries or annuitants and subject
to such limitations of the rights of creditors of the
beneficiaries or annuitants as shall have been agreed upon
in writing by the Corporation and the policyholder or the
purchaser of the annuity.
The Corporation shall have and possess all the powers
and authority necessary, proper and convenient to accomplish
fully its purposes through any lawful act or omission of
action. It shall have and possess all the usual rights,
powers, privileges, obligations and liabilities authorized,
granted or incident to domestic life, health and disability
stock insurers formed under Title 20 of the Arizona Revised
Statutes Annotated, any amendments to such statute and any
provisions in substitution therefor that may be hereafter
adopted.
Without limiting the effect of this general grant of
authority, it is hereby specially provided that the
Corporation may have a corporate seal and alter the same at
pleasure, may sue and be sued, may appoint agents, may make
contracts, may borrow money, may acquire real and personal
property by purchase, mortgage, gift, devise, bequest or by
foreclosure of a mortgage thereon owned by or pledged to it,
by purchase at sale under the provisions of such mortgage or
upon judgment for debts due, by settlements effected to
secure such debts or otherwise, and may maintain, manage,
convey, lease, mortgage, pledge or dispose of such property.
The Corporation may acquire and hold all real estate
necessary or convenient for the purposes of its business in
Arizona or elsewhere. The Corporation shall have the power
to establish branches in any place or places out of the
limits of the State of Arizona if in the opinion of its
directors its interest wil be promoted thereby.
SECTION THREE. The Corporation shall be a stock insurer with
its capital divided into shared and owned by the shareholders. The
Corporation is authorized to issue up to 30,000 shares of common
stock at a par value of $100.00 per share, each such share when
issued to be fully paid and nonassessable except as provided by
Article 14, Section 11, of the Constitution of the State of
Arizona.
SECTION FOUR. The Corporation's existence shall be
perpetual. Both its operating year and its fiscal year shall end on
December 31.
SECTION FIVE. The address of the principal place of business
of the Corporation is 3225 North Central Avenue, Phoenix, Arizona
85012, and C T Corporation System is the statutory agent at such
address. The Corporaton may transact business in every county of
the State of Arizona, in each of the United States of America, in
the District of Columbia, and in all other territories and
possessions of the United States.
<PAGE>
PAGE 4
SECTION SIX. The Board of Directors of this Corporation
shall have at least five but not more than fifteen members.
SECTION SEVEN. The Corporation's directors shall be the
following named individuals and their terms shall expire one year
from the date of this restatement or when their successors shall be
elected and qualified, whichever occurs first:
Names Addresses
Alan R. Dakay IDS Tower 10, Minneapolis, MN 55440
Lorraine R. Hart IDS Tower 10, Minneapolis, MN 55440
Richard W. Kling IDS Tower 10, Minneapolis, MN 55440
William A. Stoltzmann IDS Tower 10, Minneapolis, MN 55440
Melinda S. Urion IDS Tower 10, Minneapolis, MN 55440
SECTION EIGHT. The annual meeting of stockholders shall be
held at two o'clock p.m. on the third Thursday of each April, or on
such other date and time as shall be designated by the Board of
Directors in its notice to shareholders.
SECTION NINE. The corporation may indemnify its directors,
officers, employees and agents to the extent permitted by the laws
of the State of Arizona.
IN WITNESS WHEREOF, the Corporation's President and Secretary,
pursuant to Sections 20-707,10-061, 10-064 and 20-705 of the
Arizona Revised Statutes Annotated, have signed this certificate on
the 18th day of February, 1994, and do hereby affirm the statements
as contained herein as true to the best of our knowledge,
information and belief under penalties of perjury.
/s/ Alan R. Dakay
Alan R. Dakay, President
IDS Tower 10
Minneapolis, MN 55440
/s/ William A. Stoltzmann
William A. Stoltzmann,
Secretary
IDS Tower 10
Minneapolis, MN 55440
<PAGE>
PAGE 5
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
This instrument was acknowledged before me on February 18, 1994 by
Alan R. Dakay, President, and William A. Stoltzmann, Secretary, of
National Pension Life Insurance Company on behalf of said
corporation.
/s/ Mary Jo Olson
Notary Public
SEAL
<PAGE>
PAGE 1
AMENDED AND RESTATED BY-LAWS OF
AMERICAN PARTNERS LIFE INSURANCE COMPANY
ARTICLE I
OFFICES
Section 1. Known Place of Business. The known place of
business of this Corporation in the State of Arizona shall be
located at 3225 North Central Avenue in the City of Phoenix, State
of Arizona, with the principal place of business at IDS Tower 10,
Minneapolis, Minnesota 55440.
Section 2. Other Offices. The Corporation may also have
offices at such other places as the Board of Directors may from
time to time determine as necessary for the conduct of the
Corporation's business.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. Location of Meetings. All shareholders' meetings
shall be held either at the principal place of business or at such
place as the Board of Directors may designate.
Section 2. Annual Meeting of Shareholders. An annual meeting
of shareholders shall be held on the third Thursday of April of
each year or at such other time as the Board of Directors may
designate. At the annual meeting the shareholders shall elect by a
plurality vote a Board of Directors and transact such other
business as may properly be brought before the meeting.
Section 3. Special Meetings of Shareholders. Special
meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the Corporation's Articles of
Incorporation, may be called from time to time by the President,
and shall be called by the President or Secretary at the written
request of a majority of the Board of Directors, or at the written
request of shareholders owning one-fourth of all shares entitled to
vote at a shareholder's meeting. Such request shall state the
purpose or purposes of the proposed meeting.
Section 4. Notice of Shareholders' Meetings. Written notice
of shareholders' meetings stating the place and time of each
meeting, and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than
ten (10) or more than fifty (50) days before the date of the
meeting, either personally or by mail, by or at the direction of
the President, the Secretary, or the persons calling the meeting,
to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at his or
her address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
<PAGE>
PAGE 2
Section 5. Waiver of Notice. A written waiver signed by the
person or persons entitled to receive notice of a shareholder's
meeting, shall be deemed equivalent to notice of that meeting.
Section 6. Quorum; Vote of Shareholders. A majority of
shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If a quorum is
present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders unless the vote of a
greater number is required by statute, the Articles or these By-
Laws. If a quorum shall not be present or represented at any
meeting of the shareholders, however, the shareholders present in
person or represented by proxy shall have power to adjourn the
meeting without notice other than an announcement at the meeting,
unless otherwise required by law, until a quorum shall be present
or represented. At such an adjourned meeting at which a quorum
shall be present or represented, any business may be transacted
that might have been transacted at the meeting of which notice was
originally given.
Section 7. Proxy: Record Dates. A shareholder may vote
either in person or by proxy executed in writing by the shareholder
or by his duly authorized attorney-infact. No proxy shall be valid
after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy. Each shareholder shall have one
(1) vote for each share of voting stock registered in that
shareholder's name on the Corporation's books. Except when the
Board of Directors closes the Corporation's transfer books or fixes
a date as a record date for the determination of its shareholders
entitled to vote, no share of stock shall be voted on at any
election of Directors when such share shall have been transferred
on the Corporation's books within twenty (20) days next preceding
the election.
Section 8. Shareholder Action Without a Meeting. Any action
required or permitted to be taken by the shareholders may be taken
without a meeting if all shareholders consent in writing to the
adoption of a resolution authorizing the action.
ARTICLE III
DIRECTORS
Section 1. Number. The number of Directors constituting the
entire Board of Directors shall be not less than five (5) or more
than fifteen (15). The shareholders or Board of Directors by
resolution at any annual or special meeting may from time to time,
within the limits fixed by law or these By-Laws, determine the
number of Directors constituting the entire Board. Each Director
shall be elected to serve until his or her successor shall be
elected and qualified.
Section 2. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining Directors though less than a quorum of the Board of
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Directors. A Director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office. Any newly
created directorship shall be deemed a vacancy.
Section 3. Powers and Duties of the Board of Directors. The
business and affairs of the Corporation shall be managed by the
Board of Directors, which may adopt such rules and regulations for
that purpose and for the conduct of its meetings as it may deem
proper. In addition to the powers and authority expressly conferred
upon it by these By-Laws, the Board of Directors may exercise all
such powers of the Corporation and do all such lawful acts and
things as are allowed by the Articles or By-Laws.
Section 4. Quorum; Action by the Board of Directors. A
majority of the total number of Directors shall constitute a quorum
to do business. A number less than a quorum may meet and adjourn
from time to time until a quorum is present. If a quorum is
present, the affirmative vote of the majority of the Directors
present at the meeting shall be required to constitute an action by
the Board of Directors.
Section 5. Annual Meeting of the Board of Directors. The
first meeting of the Board of Directors held after the annual
election of Directors shall be called the Annual Meeting, shall be
held reasonably soon after the annual meeting of shareholders and
shall be held for the purpose of organization, the election or
appointment of officers, and the transaction of such other business
as may be stated in the notice thereof.
Section 6. Regular Meetings. In addition to the annual
meeting of the Board of Directors, regular meetings may be held in
each year at such times and places as the Board of Directors shall
designate. Except as otherwise provided by law, any business may be
transacted at any regular meeting.
Section 7. Special Meetings. Special meetings of the Board
of Directors for any purpose, unless otherwise prescribed by
statute or the Articles, may be called from time to time by the
Chairman of the Board or the President, or by the President or
Secretary on the written request of any two Directors.
Section 8. Location of Meetings. Meetings of the Board of
Directors shall be held at the principal office of the Corporation
or at such other place as the Board of Directors shall designate.
Section 9. Notice of Meetings. Notice of the time and place
of each meeting of the Board of Directors, other than any meeting
the giving of notice of which is otherwise prescribed by law, shall
be given to each Director at least one week prior to the date of
such meeting. No notice of any adjourned meeting of the Directors
shall be required.
Section 10. Waiver of Notice. A written waiver of notice
signed by a Director entitled to the notice, whether signed before
or after the time of the meeting, shall be deemed equivalent to
notice of that meeting. Actual attendance at any meeting shall
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constitute a waiver of notice of such meeting except when a
Director attends for the express purpose of objecting to the
lawfulness of the notice thereof.
Section 11. Director Action Without Meeting. Any action
required or permitted to be taken by the Board of Directors or any
Committee thereof may be taken without a meeting if all members of
the Board or Committee, as the case may be, consent in writing to
the adoption of a resolution authorizing the action. The resolution
or resolutions and the written consent thereto by the members of
the Board or Committee shall be filed with the minutes of the
proceedings of the Board or Committee.
Section 12. Participation by Telephone. Any one or more
members of the Board of Directors or of any Committee thereof may
participate in a meeting of such Board of Directors or Committee by
means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each
other at the same time. Participation by such means shall
constitute presence in person at a meeting.
ARTICLE IV
COMMITTEES OF DIRECTORS
Section 1. Creation and Powers of Committees. The Board of
Directors, by resolution adopted by a majority of the full Board of
Directors, may designate from among its members an Executive
Committee, which shall act only in the interval between meetings of
the entire Board, and one or more other Committees, each of which,
to the extent provided in such resolution, shall have and may
exercise all the authority of the Board of Directors; however, no
such Committee shall have the authority of the Board of Directors
in reference to amending the Articles, adopting a plan of merger or
consolidation, recommending to the shareholders the sale, lease,
exchange, mortgage, pledge or other disposition of all or
substantially all of the property and assets of the Corporation,
recommending to the shareholders a voluntary dissolution of the
Corporation or revocation thereof, electing or appointing any
director, or removing any officer or director, or repealing or
amending these By-Laws.
Section 2. Minutes of Committee Meetings. The committees
shall keep regular minutes of the proceedings and report the same
to the Board of Directors when required.
ARTICLE V
OFFICERS
Section 1. Principal Officers. The officers of the
Corporation shall be a Chairman of the Board of Directors, a
President, a Secretary, a Treasurer and such other officers as the
Board of Directors, the Chairman of the Board of Directors, or the
President determines is required to conduct the business of the
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PAGE 5
Corporation. The President shall be chosen from among the
directors. Any two or more of such offices, except those of
President and Secretary, may be held by the same person.
Section 2. Election/Appointment of Officers. The Board of
Directors, at its annual meeting shall elect a Chairman of the
Board, a President, a Secretary and a Treasurer, each of whom shall
hold office until the next annual meeting and until a successor is
elected and qualified. The President may appoint at any time any
other officer of the Corporation, each of whom shall hold office
for such period, have such authority and perform such duties as the
By-Laws of the Corporation, the Board of Directors, the Chairman of
the Board or the President may from time to time determine.
Section 3. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification, or any other cause
shall be filled in the manner prescribed in these By-Laws for
regular election or appointment to such office.
Section 4. Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the shareholders and of the
Directors, and shall perform such other duties as may be prescribed
by the Board of Directors.
Section 5. President. The President shall have general
supervision over the affairs of the Corporation. The President
shall, in the absence of the Chairman of the Board or if there be a
vacancy in such office, preside at all meetings of the Board of
Directors. The President shall ex-officio be a member of all
committees of the Board of Directors and shall perform all such
other duties as may be prescribed by the Board of Directors and the
Chief Executive Officer if the President is not the Chief Executive
Officer.
Section 6. Chief Executive Officer. The Chief Executive
Officer shall have general direction of the business subject to the
control of the Board of Directors. The officer of the Corporation
who shall serve as its Chief Executive Officer shall be designated
by the Board of Directors.
Section 7. Vice Presidents. Vice Presidents shall possess
such powers and perform such duties as may from time to time be
assigned to them by the Board of Directors or by the Chairman of
the Board of Directors, or by the President.
Section 8. Secretary. The Secretary shall see that all
notices are duly given in accordance with the provisions of these
By-Laws or as required by law. It shall be the duty of the
Secretary to attend meetings of the shareholders and of the Board
of Directors and keep the minutes of their proceedings. The
Secretary shall have charge of the minute books and shall make such
reports and perform such other duties as are incident to the office
or as are required of the Secretary by the Board of Directors, the
Chairman of the Board, or by the President.
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Section 9. Treasurer. The Treasurer shall receive and have
custody of all funds and securities of the Corporation subject to
the control of the Board of Directors. The Treasurer shall sign or
countersign such instruments as require the Treasurer's signature
and shall also perform such other duties as may be required of the
Treasurer by the Board of Directors, the Chairman of the Board, or
by the President.
Section 10. Other Officers. Except as otherwise specified by
the Board of Directors, all officers other than the Chairman of the
Board, President, Secretary and Treasurer shall have the powers and
duties usually attendant upon their respective offices, and such
other powers and duties as the Board or shall specify.
Section 11. Delegation of Duties of Officers. The Board of
Directors, the Chief Executive Officer or the President may
delegate the duties and powers of any officer of the Corporation to
any other officer or to any Director for a specified time during
the absence of any such officer or for any other reason that the
Board or the Chief Executive Officer or the President may deem
sufficient.
Section 12. Removal. The Board of Directors may remove any
officer at any time, with or without cause. The President may also
remove any officer whom the President is empowered by these By-Laws
to appoint.
ARTICLE VI
CERTIFICATES OF STOCK AND TRANSFER OF STOCK
AND OTHER STOCK MATTERS
Section 1. Certificates of Stock. Each certificate
representing shares of stock shall state or bear on the face
thereof:
(a) That the Corporation is organized under the laws of the
State of Arizona;
(b) The name of the person to whom issued;
(c) The number and class of shares, and the designation of
the series, if any, that such certificate represents;
(d) The par value of each share represented by such
certificate;
(e) The signatures of the President or a Vice President and
the Secretary or Assistant Secretary of the Corporation.
The signatures of the President or any Vice President and Secretary
or Assistant Secretary upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent, or registered
with and signed by a registrar, other than the Corporation itself
or an employee of the Corporation. In case any officer who has
signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such
certificate is issued, the Corporation may issue the certificate
with the same effect as if the former officer were such officer at
the date of the certificate's issue.
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Section 2. Transfer of Shares of Stock. Subject to the
restrictions, if any, imposed by the Articles, shares of stock of
the Corporation shall be transferable only the Corporation's books,
by written assignment, by the owner thereof, his attorney legally
constituted, or his legal representative, upon surrender and
cancellation of the certificate or certificates therefor. Whenever
any transfer of shares shall be made for collateral security, and
not absolutely, it shall be so expressed in the entry of the
transfer. The Corporation and its transfer agent and registrars, if
any, shall be entitled to treat the holder of record of any share
or shares of stock as the absolute owner thereof for all purposes,
except as otherwise expressly provided by the laws of the State of
Arizona.
Section 3. Closing of Transfer Books. For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the
Board of Directors may provide that the Corporation's stock
transfer books shall be closed for a stated period not to exceed,
in any case, fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders. Any such record date may not be more
than fifty (50) days and, in case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular
action requiring a determination of shareholders is to be taken. If
the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, twenty (20) days next preceding the
date on which the meeting is held or the date on which the
resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as
provided herein, such determination shall apply to any adjournment.
Section 4. Registered Shareholders. The Corporation shall be
entitled to treat the holder of record of any share or shares of
stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or
not the Corporation shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Arizona.
Section 5. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued by the
Corporation alleged to have been lost or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate
of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof,
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PAGE 8
require the owner of such lost or destroyed certificate or
certificates, or his or her legal representative, to advertise in
such manner as the Board may require and/or give the Corporation a
bond in such sum as the Board may direct as indemnity against any
claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
ARTICLE VII
POLICIES, CONTRACTS AND CONVEYANCES
Section 1. Execution of Contracts. Deeds. Etc. Subject to
the provisions of Section 2 of this Article, the President or any
Vice President may with the Secretary or any Assistant Secretary,
sign, cause the corporate seal to be affixed thereto when
necessary, acknowledge and deliver all conveyances, contracts,
deeds, notes, mortgages, satisfactions, leases, assignments,
licenses, transfers, powers of attorney, and all other similar and
dissimilar instruments.
The Board of Directors may by resolution authorize any officer or
officers alone or with another officer or officers, to sign, or
counter-sign, cause the corporate seal to be affixed thereto when
necessary, acknowledge and deliver any written instrument, or class
of written instruments, for and on behalf of the Corporation.
Section 2. Execution of Policies. All insurance, annuity or
endowment policies or contracts issued by the Corporation and all
reinsurance agreements of the Corporation shall be signed by the
President or a Vice President and the Secretary or an Assistant
Secretary. The signature of any of said officers, on the foregoing
or any other instrument may be a facsimile signature, if the same
is countersigned by an officer or employee duly authorized by the
Board of Directors to counter-sign the same.
Section 3. Signatures on Checks. All checks, demands for
money, and notes of the Corporation shall be signed by such officer
or officers or such other person or persons as may from time to
time be authorized by the Board of Directors.
ARTICLE VIII
CORPORATE SEAL
The seal of the Corporation shall be circular in form and
shall contain the name of the Corporation and the following words
and figures: "Corporate Seal", "1988" and "Arizona".
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall be from the 1 st
day of January to the 31st day of December, inclusive, of each
year.
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ARTICLE X
INDEMNIFICATION
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party, by reason of the fact
that he or she is or was a director, officer, employee or agent of
this Corporation, or is or was serving at the direction of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
to any threatened, pending or completed action, suit or proceeding,
wherever brought, to the fullest extent permitted by the laws of
the State of Arizona, as now existing or hereafter amended,
provided that this Article shall not indemnify or protect any such
director, officer, employee or agent against any liability to the
Corporation or its security holders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, or gross
negligence, in the performance of his duties or by reason of his or
her reckless disregard of his or her obligations and duties.
ARTICLE XI
AMENDMENTS
These By-Laws may be altered, amended or repealed, in whole
or in part, at any meeting of the Directors at which there is a
quorum present, by an affirmative vote of the majority of those
Directors present.
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Performance Calculations
NON-MONEY MARKET SUBACCOUNTS
TOTAL RETURN
The total return is the percentage change between the initial
investment at the beginning of the period and the total value of
the investment at the end of the period.
Total Return = Ending Total Value - Initial Investment
Initial Investment
The ending total value includes income and capital gains
distributions treated as reinvested. It also reflects deductions
for the contract administrative charge, charge and the mortality
and expense risk charge.
AVERAGE ANNUAL TOTAL RETURN
The average annual total return of a subaccount reflects the
average annual compounded rate of return of a hypothetical
investment over a period of one, five and ten years (or, if less,
up to the life of the subaccount), calculated according to the
following formula:
P(1+T)n = ERV
where: P = a hypothetical initial payment of $1000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the one, five
or ten year periods (or fractional portion
thereof).
The average annual total return reflects the deduction of the
contract administrative charge and mortality and expense risk
charge.
YIELD
Yield quotations will be based on all investment income earned
during a particular 30-day period, less expenses accrued during the
period (net investment income) and will be computed by dividing net
investment income per accumulation unit by the value of an
accumulation unit on the last day of the period, according to the
following formula:
YIELD = 2 [( a - b + 1)6 - 1]
cd
a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends.
d = the maximum offering price per share on the last day of
the period.
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MONEY MARKET SUBACCOUNT
SIMPLE YIELD
Simple yield for the money market subaccount will be based on the
net change in the value of a hypothetical investment (exclusive of
capital changes) from the beginning of a seven day period for which
yield is quoted. A prorata share of fund expenses accrued over the
seven day period is subtracted. The difference is divided by the
value of the subaccount at the beginning of the period to obtain
the base period return. The base period return is annualized by
multiplying by 365/7.
COMPOUND YIELD
Calculation of compound yield begins with the same base period
return used in the calculation of yield, which is then annualized
to reflect compounding according to the following formula:
Compound Yield = [(Base Period Return + 1)365/7] - 1
<PAGE>
PAGE 1
AMERICAN PARTNERS LIFE INSURANCE COMPANY
Variable Annuity Contract
POWER OF ATTORNEY
City of Minneapolis
State of Minnesota
Each of the undersigned, as a director of American Partners Life
Insurance Company (APL), sponsor of the unit investment trust
consisting of the APL Variable Annuity Account 1 in connection with
the filing of a registration statement on Form N-4 under the
Securities Act of 1933 and the Investment Company Act of 1940,
hereby constitutes and appoints William A. Stoltzmann, Mary Ellyn
Minenko and Colleen Curran or any one of them, as his/her attorney-
in-fact and agent, to sign for him/her in his/her name, place and
stead any and all filings, applications (including applications for
exemptive relief), periodic reports, registration statements (with
all exhibits and other documents required or desirable in
connection therewith), other documents, and amendments thereto and
to file such filings, applications periodic reports, registration
statements, other documents, and amendments thereto with the
Securities and Exchange Commission, and any necessary states, and
grants to any or all of them the full power and authority to do and
perform each and every act required or necessary in connection
therewith.
/s/ Alan R. Dakay Feb. 9, 1995
Alan R. Dakay
/s/ Lorraine R. Hart Feb. 6, 1995
Lorraine R. Hart
/s/ Richard W. Kling Feb. 6, 1995
Richard W. Kling
/s/ William A. Soltzmann Feb. 9, 1995
William A. Stoltzmann
/s/ Melinda S. Urion Feb. 7, 1995
Melinda S. Urion
