PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
PERSONAL VARIABLE
(A Group Variable Annuity Contract
For Employer Sponsored Qualified
And Non-Qualified Retirement Plans)
Issued by Principal Mutual Life Insurance Company (the "Company")
Prospectus dated March 31, 1995
This Prospectus concisely sets forth information about Principal Mutual
Life Insurance Company Separate Account B and Personal Variable (a Group
Variable Annuity Contract) (the "Contract") that an investor ought to know
before investing. It should be read and retained for future reference.
Additional information about the Contracts, including a Statement of
Additional Information, dated March 31, 1995, has been filed with the Securities
and Exchange Commission. The Statement of Additional Information is incorporated
by reference into this Prospectus. The table of contents of the Statement of
Additional Information appears on page 29 of this Prospectus. A copy of the
Statement of Additional Information can be obtained, free of charge, upon
request by writing or telephoning:
Princor Financial Services Corporation
A Member of
The Principal Financial Group
Des Moines, IA 50392
Telephone: 1-800-247-4123
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 ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
This Prospectus is valid only when accompanied by the current prospectus for
Principal Balanced Fund, Inc., Principal Bond Fund., Inc., Principal Capital
Accumulation Fund, Inc., Principal Emerging Growth Fund, Inc., Principal
Government Securities Fund, Inc., Principal Growth Fund, Inc., Principal Money
Market Fund, Inc. and Principal World Fund, Inc. The Funds' prospectus should be
kept for future reference.
TABLE OF CONTENTS
Page
Glossary of Special Terms .................................................. 4
Expense Table ............................................................ 6
Example ................................................................... 7
Condensed Financial Information............................................. 7
Summary .................................................................. 8
Description of Principal Mutual Life Insurance Company...................... 9
Principal MutualLife Insurance Company Separate Account B................... 9
Deductions under the Contract............................................... 11
Contingent Deferred Sales Charge....................................... 11
Contract Administration Expense/Recordkeeping Charge .................. 12
Mortality and Expense Risks Charge .................................... 13
Other Expenses ........................................................... 13
Application Fee and Transfer Fee....................................... 13
Documentation Expense.................................................. 14
Location Fee .......................................................... 14
Outside Asset Recordkeeping Charge..................................... 14
Special Services....................................................... 14
Surplus Distribution at Sole Discretion of the Company ..................... 14
The Contract .............................................................. 14
Contract Values and Accounting Before Annuity Commencement Date ....... 15
Investment Accounts ............................................... 15
Unit Value ........................................................ 15
Net Investment Factor ............................................. 15
Hypothetical Example of Calculation of Unit Value for All
Divisions Except the Money Market Division.................... 15
Hypothetical Example of Calculation of Unit Value for
the Money Market Division.................................... 15
Income Benefits ....................................................... 16
Variable Annuity Payments.................... ..................... 16
Selecting a Variable Annuity ................................. 16
Forms of Variable Annuities .................................. 16
Basis of Annuity Conversion Rates ............................ 17
Determining the Amount of the First Variable Annuity Payment.. 18
Determining the Amount of the Second and Subsequent
Monthly Variable Annuity Payments ........................ 18
Hypothetical Example of Calculation of Variable Annuity
Payments ................................................. 19
Flexible Income Option............................................. 19
Payment on Death of Plan Participant................................... 20
Prior to Annuity Purchase Date .................................... 20
Subsequent to Annuity Purchase Date ............................... 20
<PAGE>
Page
Withdrawals and Transfers ............................................. 20
Cash Withdrawals .................................................. 20
Transfers Between Divisions ....................................... 21
Transfers to the Contract ......................................... 21
Transfers to Companion Contract ................................... 21
Special Situation Involving Alternate Funding Agents .............. 21
Postponement of Cash Withdrawal or Transfer ....................... 22
Loans ............................................................ 22
Other Contractual Provisions .......................................... 22
Contribution Limits ............................................... 22
Assignment ........................................................ 22
Cessation of Contributions ........................................ 22
Substitution of Securities......................................... 22
Changes in the Contract ........................................... 23
Statement of Values......................................................... 23
Services Available by Telephone............................................. 23
Distribution of the Contract................................................ 23
Performance Calculation..................................................... 24
Voting Rights ............................................................. 24
Federal Tax Status.......................................................... 25
Taxes Payable by Owners of Benefits and Annuitants..................... 25
Tax-Deferred Annuity Plans......................................... 25
Public Employee Deferred Compensation Plans........................ 26
401(a) Plans....................................................... 26
Creditor-Exempt Non-Qualified Plans................................ 27
General Creditor Non-Qualified Plans............................... 28
Fund Diversification................................................... 28
State Regulation .......................................................... 28
Legal Opinions ............................................................ 29
Legal Proceedings .......................................................... 29
Registration Statement...................................................... 29
Experts ................................................................... 29
Contractholders' Inquiries.................................................. 29
Table of Contents of the Statement of Additional Information................ 29
This Prospectus does not constitute an offer of, or solicitation of any
offer to acquire, any interest or participation in the Contracts in any
jurisdiction in which such an offer or solicitation may not lawfully be made. No
person is authorized to give any information or to make any representations in
connection with the Contracts other than those contained in this Prospectus.
<PAGE>
GLOSSARY OF SPECIAL TERMS
Aggregate Investment Account Value -- The sum of the Investment Account Values
for Investment Accounts which correlate to a Plan Participant.
Annual Average Balance -- The total value at the beginning of the Deposit Year
of all Investment Accounts which correlate to a Plan Participant under the
contract and other Plan assets that correlate to a Plan Participant that are not
allocated to the contract or an Associated or Companion Contract but for which
the Company provides recordkeeping services ("Outside Assets"), adjusted by the
time weighted average of Contributions to, and withdrawals from, Investment
Accounts and Outside Assets (if any) which correlate to the Plan Participant
during the period.
Annuity Change Factor -- The factor used to determine the change in value of a
Variable Annuity in the course of payment.
Annuity Commencement Date -- The beginning date for Annuity Payments.
Annuity Premium -- The amount applied under the contract to purchase an annuity.
Annuity Purchase Date -- The date an Annuity Premium is applied to purchase an
annuity.
Associated Contract -- An annuity contract issued by the Company to the same
Contractholder to fund the same or a comparable Plan as determined by the
Company.
Commuted Value -- The dollar value, as of a given date, of remaining Variable
Annuity Payments. It is determined by the Company using the interest rate
assumed in determining the initial amount of monthly income and assuming no
variation in the amount of monthly payments after the date of determination.
Companion Contract -- An unregistered group annuity contract offering guaranteed
interest crediting rates and which is issued by the Company to the
Contractholder for the purpose of funding benefits under the Plan. The Company
must agree in writing that a contract is a Companion Contract.
Contingent Deferred Sales Charge -- The charge deducted from certain cash
withdrawals from an Investment Account before the Annuity Purchase Date,
payments made because of a Termination of Employment or amounts transferred to
an Alternate Funding Agent.
Contract Administration/Recordkeeping Charge -- A charge deducted or paid
separately by the Contractholder on a quarterly basis each Deposit Year prior to
the Annuity Commencement Date or on a complete redemption of Investment Accounts
which correlate to a Plan Participant from the Aggregate Investment Accounts
that correlate to each Plan Participant.
Contract Date -- The date this contract is effective, as shown on the face page
of the contract.
Contract Year -- A period beginning on a Yearly Date and ending on the day
before the next Yearly Date.
Contractholder -- The entity to which the contract will be issued, which will
normally be an Employer, an association, or a trust established for the benefit
of Plan Participants and their beneficiaries.
Contributions -- Amounts contributed under the contract which are accepted by
the Company.
Deposit Year -- The twelve-month period ending on a day selected by the
Contractholder.
Division -- The part of Separate Account B which is invested in shares of a
single Mutual Fund.
Employer -- The corporation, sole proprietor, firm, organization, agency or
political subdivision named as employer in the Plan and any successor.
Flexible Income Option -- A periodic distribution from the contract in an amount
equal to the minimum annual amount determined in accordance with the minimum
distribution rules of the Internal Revenue Code, or a greater amount as
requested by the Owner of Benefits.
Funding Agent -- An insurance company, custodian or trustee designated by the
Contractholder and authorized to receive any amount or amounts transferred from
the contract described in this prospectus. Funding Agent will also mean
Principal Mutual Life Insurance Company where the Contractholder directs the
Company to transfer such amounts from the contract described in this prospectus
to another group annuity contract issued by the Company to the Contractholder.
Internal Revenue Code ("Code") -- The Internal Revenue Code of 1986, as amended,
and the regulations thereunder. Reference to the Internal Revenue Code means
such Code or the corresponding provisions of any subsequent revenue code and any
regulations thereunder.
Investment Account -- An account that correlates to a Plan Participant
established under the contract for each type of Contribution and for each
Division in which the Contribution is invested.
Investment Account Value -- The value of an Investment Account for a Division
which on any date will be equal to the number of units then credited to such
account multiplied by the Unit Value of this series of contracts for that
Division for the Valuation Period in which such date occurs.
Mutual Fund -- A registered open-end investment company in which a Division of
Separate Account B invests.
Net Investment Factor -- The factor used to determine the change in Unit Value
of a Division during a Valuation Period.
Normal Income Form -- The form of benefit to be provided under the Plan if the
Owner of Benefits does not elect some other form. If the Plan does not specify a
Normal Income Form, the Normal Income Form shall be: (a) for an unmarried Plan
Participant, the single life with ten years certain annuity option described in
this Prospectus, (b) for a married Plan Participant, the joint one-half survivor
annuity option described in this Prospectus.
Notification -- Any form of notice received by the Company at the Company's home
office and approved in advance by the Company including written forms,
electronic transmissions, telephone transmissions, facsimiles or photocopies.
Owner of Benefits -- The entity or individual that has the exclusive right to be
paid benefits and exercise rights and privileges pursuant to such benefits. The
Owner of Benefits is the Plan Participant under all contracts except contracts
used to fund General Creditor Non-Qualified Plans (see "Summary") wherein the
Contractholder is the Owner of Benefits.
Plan -- The plan established by the Employer in effect on the date the contract
is executed and as amended from time to time, which the Employer has designated
to the Company in writing as the Plan funded by the contract.
Plan Participant -- A person who is (i) a participant under the Plan, (ii) a
beneficiary of a deceased participant, or (iii) an alternative payee under a
Qualified Domestic Relations Order, in whose name an Investment Account has been
established under this contract.
Qualified Domestic Relations Order -- A Qualified Domestic Relations Order as
defined in Internal Revenue Code Section 414(p)(1)(A).
Quarterly Date -- The last Valuation Date of the third, sixth, ninth and twelfth
month of each Deposit Year.
SEPARATE ACCOUNT B -- A separate account established by the Company under Iowa
law to receive Contributions under the Contract offered by this Prospectus and
other contracts issued by the Company. It is divided into a Balanced Division,
Bond Division, Capital Accumulation Division, Emerging Growth Division,
Government Securities Division, Growth Division, Money Market Division and a
World Division. Additional Divisions may be added in the future.
Termination of Employment -- A Plan Participant's termination of employment with
the Employer, determined under the Plan and as reported to the Company.
Total and Permanent Disability -- The condition of a Plan Participant when, as
the result of sickness or injury, the Plan Participant is prevented from
engaging in any substantial gainful activity and such total disability has been
continuous for a period of at least six months. For contracts sold in the state
of Pennsylvania, this term shall have the same meaning as defined in the Plan.
The Plan Participant must submit due proof thereof which is acceptable to the
Company.
Unit Value -- The value of a unit of a Division of Separate Account B.
Valuation Date -- The date as of which the net asset value of a Mutual Fund is
determined.
Valuation Period -- The period of time between when the net asset value of a
Mutual Fund is determined on one Valuation Date and when such value is
determined on the next following Valuation Date.
Variable Annuity Payments -- A series of periodic payments, the amounts of which
are not guaranteed but which will increase or decrease to reflect the investment
experience of the Capital Accumulation Division of Separate Account B. Periodic
payments made pursuant to the Flexible Income Option are not Variable Annuity
Payments.
Variable Annuity Reserves -- The reserves held for annuities in the course of
payment for the Contract.
Yearly Date -- The Contract Date and the same day of each year thereafter.
<PAGE>
EXPENSE TABLE (1)
The following tables depict fees and expenses applicable to the aggregate
of all Investment Accounts that correlate to a Plan Participant established
under the Contract. The example below should not be considered a representation
of past or future expenses; actual expenses may be greater or lesser than those
shown. See "Deductions under the Contract."
Transaction Expenses
Sales Load Imposed on Purchases
(as a percentage of purchase payments) None
Deferred Sales Load (2)
(as a percentage of For Withdrawals Occurring During
amount surrendered) Plan Participant's Year of Coverage
1 2 3 4 5 6 7 Thereafter
- - - - - - - ----------
5.00% 4.25% 3.50% 2.75% 2.00% 1.25% 0.50% 0%
Surrender Fees None
Exchange Fee None
Annual Contract Fee (3)
Contract Administration Expense/ $28 per Plan Participant + .35% of the
Recordkeeping Charge (2) Annual Average Balance of the Investment
Accounts and Outside ssets hich correlate
to the Plan Participant (4)(5)
Separate Account Annual Expenses
(as a percentage of average account value)
Mortality and Expense Risk Charge (2) .55%
Annual Expenses of Mutual Funds
(as a percentage of average net assets of the following mutual funds)
Management Other Total Mutual Fund
Fees Expenses Annual Expenses
Principal Balanced Fund .60% .09% .69%
Principal Bond Fund .50 .08 .58
Principal Capital
Accumulation Fund .49 .02 .51
Principal Emerging
Growth Fund .65 .09 .74
Principal Government
Securities Fund .50 .06 .56
Principal Growth Fund .50 .25 .75
Principal Money
Market Fund .50 .10 .60
Principal World Fund .75 .49 1.24
(1) In addition to the expenses described in the Expense Table, the
Contractholder must pay a $825 application fee. If plan records are
transferred from another recordkeeper, a transfer fee of $500 plus $3 per
Plan Participant (maximum $1,000) must also be paid. The Contractholder
must also pay a documentation expense (if applicable) and, if services are
provided to multiple employee group locations, a location fee. If the
Company provides recordkeeping services for plan assets other than assets
under this contract or an Associated or Companion Contract, the
Contractholder must pay an outside asset recordkeeping charge that varies
depending on the number of Plan Participants to which such Outside Assets
correlate and whether ongoing Contributions will be allocated to such
Outside Assets. These fees are not deductible from Investment Accounts. See
"Other Expenses."
(2) The Contingent Deferred Sales Charge, Contract Administration
Expense/Recordkeeping Charge and mortality and expense risks charge
may be changed on 60-days notice subject to certain limitations. See "Other
Contractual Provisions."
(3) Annual contract fees are charged on a quarterly basis or assessed upon a
complete redemption of all Investment Accounts which correlate to a Plan
Participant. The amount of the quarterly charge deducted from Investment
Accounts which correlate to a Plan Participant will not exceed 1% of the
aggregate value of such accounts as of the date the charges are deducted.
The 1% limitation on the Contract Administration Expense/Recordkeeping
Charge does not apply if the annual contract fees are paid by the
Contractholder. See "Deductions Under the Contract."
(4) If benefit plan reports are mailed to the Plan Participants' home address,
the $31 charge will be increased to $34. If more than two 401(k) or 401(m)
non-discrimination tests are provided by the Company in any Deposit Year,
the $31 ($34) per Plan Participant Contract Administration Expense may be
increased by 3% for each additional test. If benefit plan reports are
mailed monthly instead of quarterly, the $31($34) charge will be increased
by 24%. The $31($34) charge will be reduced by 10% if data, investment
elections and ongoing Contributions are reported to the Company in the
Company's standard format on magnetic tapes or computer diskettes. See
"Deductions Under the Contract."
(5) An additional $25 annual charge will be made for aggregate Investment
Account Values which correlate to the Plan Participant for which a
Flexible Income Option has been selected. See "Deductions Under the
Contract."
(6) Based on annualized amounts for the period beginning May 1, 1994 and ending
December 31, 1994.
<PAGE>
<TABLE>
<CAPTION>
EXAMPLE
Separate Account
Division 1 Year 3 Years 5 Years 10 Years
-------- ------- -------- -------- ---------
If the Investments Accounts which
correlate to a Plan Participant are
surrendered at the end of the
applicable time period:
<S> <C> <C> <C> <C> <C>
The Owner of Benefits would Balanced $71 $98 $126 $223
pay the following expenses on Bond $70 $95 $121 $212
a $1,000 investment, assuming Capital Accumulation $69 $93 $117 $203
a 5% annual return on assets: Emerging Growth $71 $100 $129 $229
Government Securities $70 $94 $119 $208
Growth $72 $100 N/A N/A
Money Market $70 $96 $122 $214
World $76 $115 N/A N/A
If the Investment Accounts which
correlate to a Plan Participant
are annuitized at the end of
the applicable time period or
rate not surrendered:
The Owner of Benefits would Balanced $19 $60 $103 $223
pay the following expenses on Bond $18 $57 $97 $212
a $1,000 investment, assuming Capital Accumulation $17 $54 $93 $203
a 5% annual return on assets: Emerging Growth $20 $62 $106 $229
Government Securities $18 $56 $96 $208
Growth $20 $62 N/A N/A
Money Market $18 $57 $99 $214
World $25 $77 N/A N/A
The purpose of the above table is to assist the Owner of Benefits in
understanding the various costs and expenses that an Owner of Benefits will bear
directly or indirectly. The table reflects expenses of the Separate Account as
well as the expenses of the Mutual Funds in which the Separate Account invests.
See "Deductions Under the Contract."
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONDENSED FINANCIAL INFORMATION
Financial statements are included in the Statement of Additional
Information. Following are Unit Values for the Personal Variable Annuity
Contract for the periods ended December 31.
Accumulation Unit Value Number of Accumulation Units
Beginning End Outstanding at End of Period
of period of period (in thousands)
<S> <C> <C> <C>
Balanced Division
Period Ended December 31, 1994 (1) $1.000 $ .975 4
Bond Division
Period Ended December 31, 1994 (1) 1.000 1.012 0
Capital Accumulation Division
Year Ended December 31
1994 1.143 1.142 1,638
1993 1.066 1.143 504
1992 (2) 1.000 1.066 14
Emerging Growth Division
Period Ended December 31, 1994 (1) 1.000 .990 14
Government Securities Division
Year Ended December 31
1994 1.116 1.060 1,575
1993 1.020 1.116 809
1992 (2) 1.000 1.020 15
Growth Division
Period Ended December 31, 1994 (1) 1.000 1.000 5
Money Market Division
Year Ended December 31
1994 1.033 1.066 742
1993 1.011 1.033 183
1992 (2) 1.000 1.011 29
World Division
Period Ended December 31, 1994 (1) 1.000 .957 21
<FN>
(1) Commenced operations on October 3, 1994.
(2) Commenced operations on July 15, 1992.
</FN>
</TABLE>
<PAGE>
SUMMARY
The following summary should be read in conjunction with the detailed
information appearing elsewhere in this Prospectus.
Contract Offered
The group variable annuity contract offered by this Prospectus is issued by
the Company and designed to aid in retirement planning. The contract provides
for the accumulation of Contributions and the payment of Variable Annuity
Payments on a completely variable basis.
The Contract is generally available to fund the following types of plans:
1. Tax Deferred Annuity Plans ("TDA Plan"). Annuity purchase plans adopted
pursuant to Section 403(b) of the Code by certain organizations that qualify for
tax-exempt status under Section 501(c)(3) of the Code or are eligible public
schools or colleges. Contracts are issued to Contractholders, which typically
are such tax-exempt organizations or an association representing such
organization or its employees. Plan Participants may obtain certain Federal
income tax benefits provided under Section 403(b) of the Code (see "Federal Tax
Status"). Note: The contract is not currently offered to fund government 457
Plans in the state of New York.
2. Public Employee Deferred Compensation Plans ("PEDC Plan"). Public
Employee Deferred Compensation plans or programs adopted by a unit of a state or
local government and non-profit organizations pursuant to Section 457 of the
Code. (See "Federal Tax Status").
3. Qualified Pension or Profit-Sharing Plans ("401(a) Plans"). Plans
adopted pursuant to Section 401(a) of the Code. Participants of 401(a) Plans
obtain income tax benefits provided under the Code as qualified pension plans.
4. Creditor-Exempt or General Creditor Non-Qualified Plans
("Creditor-Exempt" or "General Creditor" Plan). Employer sponsored savings,
compensation or other plans the contributions for which are made without
Internal Revenue Code restrictions generally applicable to qualified retirement
plans. (See "Federal Tax Status").
The Contract will be sold primarily by persons who are insurance agents of
or brokers for Principal Mutual Life Insurance Company. In addition, these
persons will usually be registered representatives of Princor Financial Services
Corporation, which acts as distributor for the Contract. See "Distribution of
the Contract."
Contributions
The contract prescribes no limits on the minimum Contribution which may be
made to an Investment Account. Plan Participant maximum Contributions are
discussed under "Federal Tax Status." Contributions may also be limited by the
Plan. The Company may also limit Contributions on 60-days notice.
All Contributions made pursuant to the contract are allocated to one or
more Investment Accounts which correlate to a Plan Participant. An Investment
Account is established for each type of Contribution for each Division of
Separate Account B as directed by the Owner of Benefits. Currently Separate
Account B has eight Divisions: a Balanced Division, Bond Division, Capital
Accumulation Division, Emerging Growth Division, Government Securities Division,
Growth Division, Money Market Division and a World Division. The Contractholder
may choose to limit the number of Divisions available to the Owner of Benefits,
but the Money Market Division may not be so restricted to the extent the
Division is necessary to permit the Company to allocate initial Contributions
and the Capital Accumulation Division may not be so restricted to the extent the
Division is necessary to permit the Company to pay Variable Annuity Payments.
Additional Divisions may be added in the future. If no direction is provided for
a particular Contribution, such Contribution will be allocated to an Investment
Account which is invested in the Money Market Division.
Separate Account B
Each of the Divisions corresponds to one of the Mutual Funds in which
Contributions may be invested. The objective of the contract is to provide a
return on amounts contributed that will reflect the investment experience of the
Funds in which the Divisions to which Contributions are directed are invested.
The value of the Contributions accumulated in Separate Account B prior to the
Annuity Commencement Date will vary with the investment experience of the Mutual
Funds.
Each of the Divisions invests only in shares of a Mutual Fund as indicated
in the table below.
Division Mutual Fund
-------- -----------
Balanced Division Principal Balanced Fund, Inc.
Bond Division Principal Bond Fund, Inc.
Capital Accumulation Division Principal Capital Accumulation Fund, Inc.
Emerging Growth Division Principal Emerging Growth Fund, Inc.
Government Securities Division Principal Government Securities Fund, Inc.
Growth Division Principal Growth Fund, Inc.
Money Market Division Principal Money Market Fund, Inc.
World Division Principal World Fund, Inc.
Distributions, Transfers and Withdrawals
Variable Annuity Payments will be made on and after a Plan Participant's
Annuity Commencement Date. All Variable Annuity Payments will reflect the
performance of the Mutual Fund underlying the Capital Accumulation Division and
therefore the annuitant is subject to the risk that the amount of variable
annuity payments may decline. (See "Income Benefits.")
Generally, at any time prior to the Annuity Purchase Date, the Owner of
Benefits may transfer all or any portion of an Investment Account which
correlates to a Plan Participant to another available Investment Account
correlating to such Plan Participant. If a Companion Contract has been issued to
the Contractholder to fund the Plan, and if permitted by the Plan and Companion
Contract, amounts transferred from such Companion Contract may be invested in
this Contract to establish Investment Accounts which correlate to a Plan
Participant at any time at least one month before the Annuity Commencement Date.
Similarly, if the Company has issued a Companion Contract to the Contractholder,
and if permitted by the Plan and the Companion Contract, the Owner of Benefits,
subject to certain limitations, may file a Notification with the Company to
transfer all or a portion of the Investment Account values which correlate to a
Plan Participant to the Companion Contract. (See "Withdrawals and Transfers").
In addition, subject to any Plan limitations or any reduction for vesting
provided for in the Plan as to amounts available, the Owner of Benefits may
withdraw cash from the Investment Accounts that correlate to the Plan
Participant at any time prior to the Plan Participant's Termination of
Employment, disability, retirement or the Annuity Purchase Date subject to any
charges that may be applied. See "Withdrawals and Transfers." Note that
withdrawals before age 59 1/2 may involve an income tax penalty. See "Federal
Tax Status." No withdrawals are permitted after the Annuity Purchase Date.
DESCRIPTION OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY (The "Company")
Principal Mutual Life Insurance Company is a mutual life insurance company
with its home office at The Principal Financial Group, Des Moines, Iowa 50392,
telephone number 515-247-5111. It was originally incorporated under the laws of
the State of Iowa in 1879 as Bankers Life Association, changed its name to
Bankers Life Company in 1911 and changed its name to Principal Mutual Life
Insurance Company in 1986. It is a member of The Principal Financial Group, a
diversified family of insurance and financial services corporations.
Principal Mutual Life Insurance Company is authorized to do business in the
50 states of the United States, the District of Columbia, the Commonwealth of
Puerto Rico, and the Canadian Provinces of Alberta, British Columbia, Manitoba,
Ontario and Quebec. The Company offers a full range of products and services for
businesses, groups and individuals including individual insurance, pension plans
and group/employee benefits. The Company has ranked in the upper one percent of
life insurers in assets and premium income and has consistently received
excellent ratings from the major rating firms based upon the Company's claims
paying ability. The Company has $44.1 billion in assets under management and
serves more than 8.8 million individuals and their families.
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
Separate Account B was established on January 12, 1970 pursuant to a
resolution (as amended) of the Executive Committee of the Board of Directors of
the Company. Under Iowa insurance laws and regulations the income, gains or
losses, whether or not realized, of Separate Account B are credited to or
charged against the assets of Separate Account B without regard to the other
income, gains or losses of the Company. Although the assets of Separate Account
B equal to the reserves and liabilities arising under the contract will not be
charged with any liabilities arising out of any other business conducted by the
Company, the reverse is not true. Hence, all obligations arising under the
Contract, including the promise to make Variable Annuity Payments, are general
corporate obligations of the Company.
Separate Account B was registered on July 17, 1970 with the Securities and
Exchange Commission as a unit investment trust under the Investment Company Act
of 1940, as amended. Such registration does not involve supervision by the
Commission of the investments or investment policies of Separate Account B.
Currently, Separate Account B has a Balanced Division, Bond Division,
Capital Accumulation Division, Emerging Growth Division, Government Securities
Division, Growth Division, Money Market Division and a World Division.
Each of the Divisions invests only in shares of a Mutual Fund as indicated
in the table below.
Division Mutual Fund
-------- -----------
Balanced Division Principal Balanced Fund, Inc.
Bond Division Principal Bond Fund, Inc.
Capital Accumulation Division Principal Capital Accumulation Fund, Inc.
Emerging Growth Division Principal Emerging Growth Fund, Inc.
Government Securities Division Principal Government Securities Fund, Inc.
Growth Division Principal Growth Fund, Inc.
Money Market Division Principal Money Market Fund, Inc.
World Division Principal World Fund, Inc.
The Mutual Funds are diversified, open-end management investment
companies. The investment Manager for the Mutual Funds is Princor Management
Corporation. Some of the Mutual Funds are also used to fund variable life
insurance contracts. See "Eligible Purchasers and Purchase of Shares" in the
Funds' prospectus for a discussion of the potential risks associated with "mixed
funding."
The investment objective of Principal Balanced Fund is to generate a total
return consisting of current income and capital appreciation while assuming
reasonable risks in furtherance of the investment objective. In seeking to
achieve the investment objective, the Fund invests primarily in growth and
income-oriented common stocks (including securities convertible into common
stocks), corporate bonds and debentures and short-term money market instruments.
The portions of the Fund's total assets invested in equity securities, debt
securities and short-term money market instruments are not fixed, although
ordinarily 40% to 70% of the Fund's portfolio will be invested in equity
securities with the balance of the portfolio invested in debt securities.
The investment objective of Principal Bond Fund is to provide as high a
level of income as is consistent with preservation of capital and prudent
investment risk. In seeking to achieve the investment objective, the Fund
predominantly invests in marketable fixed-income securities. Investments will be
made generally on a long-term basis, but the Fund may make short-term
investments from time to time as deemed prudent by the Fund's Manager. Longer
maturities typically provide better yields but will subject the Fund to a
greater possibility of substantial changes in the values of its portfolio
securities as interest rates change.
The investment objective of Principal Capital Accumulation Fund is
primarily long-term capital appreciation and secondarily growth of investment
income. The Fund invests primarily in common stocks, but it may invest in other
equity securities. In making selections for the Fund's investment portfolio, the
Manager uses an approach described broadly as that of fundamental analysis. In
pursuit of the Fund's investment objectives, investments will be made in
securities which as a group appear to offer long-term prospects for capital and
income growth. Securities chosen for investment may include those of companies
which the Fund's Manager believes can reasonably be expected to share in the
growth of the nation's economy over the long term.
The objective of Principal Emerging Growth Fund is to achieve capital
appreciation. The strategy of this Fund is to invest primarily in common stocks
and securities (both debt and preferred stock) convertible into common stocks of
emerging and other growth-oriented companies that, in the judgment of the Fund's
Manager, are responsive to changes within the marketplace and have the
fundamental characteristics to support growth. In pursuing its objective of
capital appreciation, the Emerging Growth Fund may invest, for any period of
time, in any industry, in any kind of growth-oriented company, whether new and
unseasoned or well known and established.
Principal Government Securities Fund has an investment objective of a high
level of current income, liquidity and safety of principal. The Fund seeks to
achieve this objective through the purchase of obligations issued or guaranteed
by the United States Government or its agencies, with up to 55% of the Fund's
assets invested in Government National Mortgage Association Certificates ("GNMA
Certificates"). Fund shares, however, are not guaranteed by the United States
Government. The value of the Fund's investments fluctuates as interest rates
change. The value rises when rates decline and falls when rates increase.
Expected prepayments of mortgages included in a GNMA certificate can affect the
market value of the certificate, and actual prepayments can affect the return
ultimately received.
The objective of Principal Growth Fund is growth of capital. Realization of
current income will be incidental to the objective of growth of capital. The
Fund will invest primarily in common stocks, but it may invest in other equity
securities. In pursuit of the Fund's investment objective, investments will be
made in securities which as a group appear to possess potential for appreciation
in market value. Common stocks chosen for investment may include those of
companies which have a record of sales and earnings growth that exceeds the
growth rate of corporate profits of the S&P 500 or which offer new products or
new services. The policy of investing in securities which have a high potential
for growth of capital can mean that the assets of the Fund may be subject to
greater risk than securities which do not have such potential.
Principal Money Market Fund has an investment objective of obtaining
maximum current income available from short-term securities consistent with
preservation of principal and maintenance of liquidity by investing all of its
assets in a portfolio of money market instruments. This mutual fund invests in
United States dollar denominated instruments having a maturity of 397 days or
less that the Manager, subject to the oversight of the Fund's board of
directors, determines present minimal credit risks and which at the time of
acquisition are "Eligible Securities" as that term is defined in regulations
issued under the Investment Company Act of 1940. See the Fund's prospectus for
details. The value of the investments held by this Mutual Fund may fluctuate,
although the net asset value per share is normally expected to remain at $1.00.
However, its yield will vary with changes in short-term interest rates. Over the
last two decades there has been a general correlation between short-term
interest rates and the cost of living, but there has been no exact correlation
and for some periods such rates have declined while the cost of living has
risen.
The investment objective of Principal World Fund is to seek long-term
growth of capital through investment in a portfolio of equity securities of
companies domiciled in any of the nations of the world. The Fund intends that
its investments normally will be allocated among various countries. Although
there is no limitation on the percentage of assets that may be invested in any
one country or denominated in any one currency, the Fund intends under normal
market conditions to have at least 65% of its assets invested in securities
issued by corporations of at least three countries, one of which may be the
United States. Investments may be made anywhere in the world, but it is expected
that primary consideration will be given to investing in the securities issued
by corporations of Western Europe, North America and Australasia (Australia,
Japan and Far East Asia) that have developed economies. Changes in investments
may be made as prospects change for particular countries, industries or
companies.
Additional information concerning these Mutual Funds, including their
investment policies and restrictions, investment management fees and operating
expenses is given in the prospectus for the Funds. A Prospectus for the Mutual
Funds is attached to and follows this Prospectus. It should be read carefully in
conjunction with this Prospectus before investing.
Each Division purchases shares of the Mutual Funds at net asset value. In
addition, all distributions made by a Mutual Fund with respect to shares held by
Divisions of Separate Account B are reinvested at net asset value in additional
shares of the same Mutual Fund. Contract benefits are provided and charges are
made in effect by redeeming Mutual Fund shares at net asset value. Values under
the contract, both before and after the commencement of Variable Annuity
Payments, will increase or decrease to reflect the investment performance of the
Mutual Funds and Owners of Benefits assume the risks of such change in values.
The Company is taxed as a life insurance company under the Internal Revenue
Code. The operations of Separate Account B are part of the total operations of
the Company but are treated separately for accounting and financial statement
purposes and are considered separately in computing the Company's tax liability.
Separate Account B is not affected by federal income taxes paid by the Company
with respect to its other operations, and under existing federal income tax law,
investment income and capital gains attributable to Separate Account B are not
taxed. The Company reserves the right to charge Separate Account B with, and to
create a reserve for, any tax liability which the Company determines may result
from maintenance of Separate Account B. To the best of the Company's knowledge,
there is no current prospect of any such liability.
DEDUCTIONS UNDER THE CONTRACT
A Contract Administration Expense/Recordkeeping Charge and a mortality and
expense risks charge are deducted under the contract. Also, in certain
circumstances, a Contingent Deferred Sales Charge may be deducted from certain
cash withdrawals and transfers to Alternate Funding Agents from an Investment
Account before the Annuity Purchase Date.
There are also deductions from and expenses paid out of the assets of the
Mutual Funds. These expenses are described in the Funds' prospectus.
A. Contingent Deferred Sales Charge
There is no initial sales charge. However, any cash withdrawal from an
Investment Account which correlates to a Plan Participant before the
Annuity Purchase Date, may be subject to a Contingent Deferred Sales Charge
equal to a percentage of the amount being withdrawn. The percentage will be
determined according to the following table:
Number of Years From The
Date First Contribution
Which Correlates to a Plan
Participant is Accepted Contingent Deferred Sales
by the Company Charge Percentage
Less than 1 5.00%
1 but less than 2 4.25
2 but less than 3 3.50
3 but less than 4 2.75
4 but less than 5 2.00
5 but less than 6 1.25
6 but less than 7 0.50
7 or more None
The charge will be made by redeeming a sufficient number of units from the
Investment Account or Accounts from which the withdrawal is made by an
amount equal to the charge (see "Cash Withdrawals"). If the Investment
Account or Accounts from which the withdrawal is made are insufficient to
permit the full amount of the charge to be made, a sufficient number of
units from other Investment Accounts which correlate to the Plan
Participant will be redeemed on a pro rata basis in an amount equal to the
charge. If the amounts in the Investment Accounts which correlate to the
Plan Participant are insufficient to permit the full amount of the charge
to be made, the amount of the withdrawal will be reduced by an amount equal
to the charge.
The Contingent Deferred Sales Charge does not apply to withdrawals made as
a result of the Plan Participant's death or Total and Permanent Disability.
The charge also does not apply to amounts paid pursuant to the Flexible
Income Option that do not exceed the greater of (i) the minimum annual
amount determined in accordance with the minimum distribution rules of the
Internal Revenue Code, or (ii) 10% of the aggregate value of the Investment
Accounts which correlate to a Plan Participant determined as of the last
Valuation Date in the preceding Deposit Year. The charge also does not
apply to transfers between Investment Accounts or transfers to a Companion
Contract or to amounts applied to provide Variable Annuity Payments. The
charge may apply to amounts transferred to an Alternate Funding Agent. The
charge does not apply to amounts redeemed to assure the plan complies with
Sections 401(k) and 401(m) of the Internal Revenue Code.
The amount of any Contingent Deferred Sales Charge will never exceed 9% of
Contributions which correlate to a Plan Participant. For this purpose, a
transfer from a Companion Contract will be considered a Contribution to
this contract.
The Contingent Deferred Sales Charge, when applicable, will be applied by
the Company to defray sales and distribution expenses incurred by the
Company. The Company may decrease or eliminate the Contingent Deferred
Sales Charge if it estimates that its sales expenses will be lower. The
Company will waive the Contingent Deferred Sales Charge on Contracts
(except Contracts sold in the state of New York) acquired directly from the
Company upon a recommendation of an independent pension consultant who
charges a fee for its pension consulting services and who receives no
remuneration from the Company in association with the sale of the contract.
If revenues from the Contingent Deferred Sales Charge are not sufficient to
cover sales expenses, the short fall could be viewed as being provided for
out of other revenues or the Company's surplus, including revenues
attributable to the mortality and expense risks charge.
B. Contract Administration Expense/Recordkeeping Charge
An annual Contract Administration Expense/Recordkeeping Charge of $31 per
Plan Participant plus .35% of the Annual Average Balance will be assessed
on a quarterly basis during each Deposit Year. The Average Annual Balance
used to compute the charge is the aggregate value of Investment Accounts
which correlate to a Plan Participant, and other Plan assets that correlate
to a Plan Participant that are not allocated to the contract or an
Associated or Companion Contract but for which the Company provides
recordkeeping services ("Outside Assets"), at the beginning of the Deposit
Year adjusted by the time weighted average of Contributions to, and
withdrawals from, such accounts and Outside Assets (if any) during the
period. The $31 per Plan Participant charge is increased to $34 if the
Company distributes benefit plan reports directly to the homes of the Plan
Participants.
The Contract Administration Expense/Recordkeeping Charge will be assessed
on the earlier of (i) the date the Investment Accounts are paid in full (a
total redemption) or (ii) each Quarterly Date. One-fourth of the annual
charge is normally assessed on each Quarterly Date.
If the accounts are paid in full (a total redemption) at any time during
the Deposit Year, that portion of the $31 ($34) per Plan Participant charge
for the Deposit Year in which such total redemption occurs not yet paid to
the Company will be assessed in full. However, the remaining part of the
Contract Administration Expense/Recordkeeping Charge consisting of the .35%
of the Average Annual Balance will be assessed on a pro rata basis for any
fractional part of the Deposit Year.
The $31 ($34) charge will be reduced by 10% if Plan Participant data,
investment elections, and ongoing Contributions are reported to the Company
in the Company's standard format by modem, diskette or magnetic tapes. In
addition, if benefit plan reports are mailed on other than a quarterly
basis the $31 ($34) per Plan Participant charge is adjusted according to
the following schedule:
Reporting Frequency Adjustment to $31 ($34) Charge
------------------- ------------------------------
Annual 9% decrease
Semi-Annual 6% decrease
Monthly 24% increase
The $31 ($34) per Plan Participant charge is also adjusted if the Company
performs more (or less) than two 401(k) and 401(m) non-discrimination tests
in a Deposit Year. Such a charge is increased by 3% for each additional
test and is reduced by 3% for each test not performed by the Company.
The .35% portion of the Contract Administration Expense/Recordkeeping
charge will be reduced by 10% if the Company has issued an Associated
Contract to the Contractowner.
If the Owner of Benefits chooses the Flexible Income Option, an additional
charge of $25 will be assessed annually.
The Company does not expect to recover from the charge to the extent
deducted from the Investment Account Values, any amount above its
accumulated expenses associated with the administration of the contracts.
However, since a portion of the charge is based on a percent of Investment
Account Values, amounts derived from larger Investment Accounts may to an
extent cover expenses associated with smaller Investment Accounts depending
upon the relative degree of Investment Account activity.
As part of the Company's policy of ensuring client satisfaction with the
services it provides, the Company may agree to waive the assessment of all
or a portion of the Contract Administration Expense/Recordkeeping Charge in
response to any reasonably-based complaint the Company is unable to rectify
from the Contractholder as to the quality of the services covered by such
charge.
A Contractholder may agree to pay all or a portion of the Contract
Administration Expense/Recordkeeping Charge separately or have the fees
deducted from Investment Accounts which correlate to a Plan Participant. If
the Contractholder elects to deduct these charges, the amount of the
quarterly charge so deducted will not exceed 1% of the aggregate Investment
Account Values which correlate to the Plan Participant at the time the
charge is made.
If deducted from Investment Accounts, the charge will be allocated among
Investment Accounts which correlate to the Plan Participant in proportion
to the relative values of such Accounts and will be effected by cancelling
a number of units in each such Investment Account equal to such Account's
proportionate share of the deduction.
If the Contractholder pays the Contract Administration
Expense/Recordkeeping Charge separately, the 1% limitation described above
will not apply. If the Contractholder does not pay these expenses, they
will be deducted from Investment Accounts.
If the Company provides recordkeeping services for any Outside Assets, the
Contractholder can elect to deduct from Investment Accounts only that
portion of the Contract Administration Expense/Recordkeeping Charges
attributable to investments in the contract which correlate to inactive
Plan Participants (Plan Participants who have died, retired or terminated
employment or who are totally and Permanently Disabled and alternate payees
under a Qualified Domestic Relations Order); Contract Administration
Expense/Recordkeeping Charges for active Plan Participants must be paid
separately by the Contractholder.
C. Mortality and Expense Risks Charge
Variable Annuity Payments will not be affected by adverse mortality
experience or by any excess in the actual sales and administrative expenses
over the charges provided for in the Contract. The Company assumes the
risks that (i) Variable Annuity Payments will continue for a longer period
than anticipated and (ii) the allowance for administration expenses in the
annuity conversion rates will be insufficient to cover the actual costs of
administration relating to Variable Annuity Payments. For assuming these
risks, the Company, in determining Unit Values and Variable Annuity
Payments, makes a charge as of the end of each Valuation Period against the
assets of Separate Account B held with respect to the Contract. The charge
is equivalent to a simple annual rate of .55%. The Company does not believe
that it is possible to specifically identify that portion of the .55%
deduction applicable to the separate risks involved, but estimates that a
reasonable approximate allocation would be .38% for the mortality risks and
.17% for the expense risks. The mortality and expense risks charge may be
changed by the Company at any time by giving not less than 60-days prior
written notice to the Contractholder. However, the charge may not exceed
1.25% on an annual basis, and only one change may be made in any one year
period. Any change in the mortality and expense risks charge will not
affect variable annuities in the course of payment. If the charge is
insufficient to cover the actual costs of the mortality and expense risks
assumed, the financial loss will fall on the Company; conversely, if the
charge proves more than sufficient, the excess will be a gain to the
Company.
OTHER EXPENSES
The Contractholder is obligated to pay additional expenses associated with
the acquisition and servicing of the contract in accordance with the terms of a
Service and Expense Agreement between the Contractholder and the Company. In no
event are these expenses deductible from Investment Accounts which correlate to
Plan Participants. The expenses which the Contractholder must pay if applicable
include an application fee, a transfer fee, documentation expense, a location
fee, Outside Asset Recordkeeping Charge and charges for special services
requested by the Contractholder. As part of the Company's policy of ensuring
client satisfaction with the services it provides, the Company may agree to
waive the assessment of all of these expenses or charges in response to any
reasonably-based complaint from the Contractholder as to the quality of the
services covered by such expenses or charges that the Company is unable to
rectify.
A. Application Fee and Transfer Fee
A $825 application fee is charged to the Contractholder in the first
Contract Year. If a Companion Contract has been issued by the Company to
the Contractholder to fund the Plan, the application fee will be assessed
to the Companion Contract. The total application fee paid by the
Contractholder to obtain both contracts will not exceed $825. If the
Company has issued an Associated Contract to the Contractholder to fund an
employee benefit plan administered by the Company, the application fee for
the contract described in this prospectus will be waived by the Company.
A transfer fee of $500 plus $3 per Plan Participant (maximum of $1,000) is
charged to the Contractholder if Plan records are transferred to the
Company from another recordkeeper. The transfer fee is reduced by 20% if
Plan data is reported to the Company in the Company's standard format on
magnetic tapes, modem or computer diskettes. The transfer fee may be
increased if Plan records are not current when transferred.
B. Documentation Expense
The Company can provide a sample Plan document and summary plan
descriptions to the Contractholder. The Contractholder will be billed $125
if the Contractholder uses a Principal Mutual Prototype Plus or
Standardized Plan. If the Company provides a sample custom-written Plan,
the Contractholder will be billed $700 for the initial Plan or for any
restatement thereof, $300 for any amendments thereto, and $500 for standard
summary plan description booklets. If the Contractholder adopts a Plan
other than one provided by the Company, a $900 charge will be made for
summary plan description booklets requested by the Contractholder, if any.
C. Location Fee
Contractholders may request the Company to provide services to groups of
employees at multiple locations. If the Company agrees to provide such
services, the Contractholder will be billed $150 on a quarterly basis ($600
annually) for each additional employee group or location. In addition,
separate contract administration/recordkeeping charges and documentation
fees may apply for each employee group or location requiring separate
government reports and/or sample plan documents.
D. Outside Asset Recordkeeping Charge
If the Company provides recordkeeping services for Plan assets which
correlate to a Plan Participant other than assets under this contract or an
Associated or Companion Contract ("Outside Assets"), the Company will bill
the Contractholder an Outside Asset Recordkeeping Charge. The annual charge
is calculated based upon the following table.
<TABLE>
<CAPTION>
Number of Annual Expense Annual Expense
Members with Ongoing Contributions No Ongoing Contributions
Outside Accounts to Outside Account to any Outside Account
<S> <C> <C> <C>
1-19 $21.00 per member + $285 $10.50 per member + $142.50
20-49 $18.60 per member + $318 $9.30 per member + $159.00
50-99 $16.80 per member + $408 $8.40 per member + $204.00
100-299 $15.00 per member + $588 $7.50 per member + $294.00
300-499 $12.60 per member + $1,308 $6.30 per member + $654.00
500-999 $10.20 per member + $2,508 $5.10 per member + $1,254.00
1000-2499 $7.80 per member + $4,908 $3.90 per member + $2,454.00
2500-4999 $6.60 per member + $7,908 $3.30 per member + $3,954.00
5000 and over $5.40 per member + $13,908 $2.70 per member + $6,954.00
</TABLE>
The charge calculated in accordance with the above table will be increased
by 15% for the second and each additional Outside Asset for which the
Company provides recordkeeping services. One-fourth of the annual Outside
Asset Recordkeeping Charge will be billed on a quarterly basis. This charge
does not apply if the Outside Assets which correlate to the Plan
Participant consist solely of shares of mutual funds for which a subsidiary
of the Company serves as investment adviser.
E. Special Services
If requested by the Contractholder, the Company may provide services not
provided as part of the contract administration/recordkeeping services. The
Company will charge the Contractholder the cost of providing such services.
SURPLUS DISTRIBUTION AT SOLE DISCRETION OF THE COMPANY
It is not anticipated that any divisible surplus will ever be distributable
to the contract in the future because the contract is not expected to result in
a contribution to the divisible surplus of the Company. However, if any
distribution of divisible surplus is made, it will be made to Investment
Accounts in the form of additional units.
THE CONTRACT
The contract will normally be issued to an Employer or association or a
trust established for the benefit of Plan Participants and their beneficiaries.
The Company will issue a pre-retirement certificate describing the benefits
under the contract to Plan Participants who reside in a state that requires the
issuance of such certificates. The initial Contribution which correlates to a
Plan Participant will be invested as of the end of the Valuation Period in which
such Contribution is received by the Company in the Division or Divisions that
are chosen. If the allocation instructions are late, or not completed, the
Company will invest such unallocated Contributions in the Money Market Division
on the date such Contributions are received. Subsequently, the Company will
transfer all or a portion of such Contributions as of the date complete
allocation instructions are received by the Company in accordance with the
allocation specified therein. After complete allocation instructions have been
received by the Company, all current and future Contributions will be allocated
to the chosen Divisions as of the end of the Valuation Period in which such
Contributions are received. The Contractholder may limit the number of Divisions
available to the Owner of Benefits, but the Money Market Division may not be so
restricted to the extent the Division is necessary to permit the Company to
allocate initial Contributions and the Capital Accumulation Division may not be
so restricted to the extent the Division is necessary to permit the Company to
pay Variable Annuity Payments.
A. Contract Values and Accounting Before Annuity Commencement Date
1. Investment Accounts
An Investment Account or Accounts correlating to a Plan Participant
will be established for each type of Contribution and for each Division
of Separate Account B in which such Contribution is invested.
Investment Accounts will be maintained until the Investment Account
Values are either (a) applied to effect Variable Annuity Payments (b)
paid to the Owner of Benefits or the beneficiary or (c) transferred in
accordance with the provisions of the contract.
Each Contribution will be allocated to the Division or Divisions
designated by the Notification on file with the Company and will result
in a credit of units to the appropriate Investment Account. The number
of units so credited will be determined by dividing the portion of the
Contributions allocated to a Division by the Unit Value for such
Division for the Valuation Period within which the Contribution was
received by the Company at its home office in Des Moines, Iowa.
2. Unit Value
The Unit Value for a contract which participates in a Division of
Separate Account B determines the value of an Investment Account
consisting of Contributions allocated to that Division. The Unit Value
for each Division for the contract is determined on each day on which
the net asset value of its underlying Mutual Fund is determined. The
Unit Value for a Valuation Period is determined as of the end of that
period. The investment performance of the underlying Mutual Fund and
deducted expenses affect the Unit Value.
For this series of contracts, the Unit Value for each Division will be
fixed at $1.00 for the Valuation Period in which the first amount of
money is credited to the Division. A Division's Unit Value for any
later Valuation Period is equal to its Unit Value for the immediately
preceding Valuation Period multiplied by the Net Investment Factor (see
below) for that Division for this series of contracts for the later
Valuation Period.
3. Net Investment Factor
Each Net Investment Factor is the quantitative measure of the
investment performance of each Division of Separate Account B.
For any specified Valuation Period the Net Investment Factor for a
Division for this series of contracts is equal to
(a) the quotient obtained by dividing (i) the net asset value of a
share of the underlying Mutual Fund as of the end of the Valuation
Period, plus the per share amount of any dividend or other
distribution made by the Mutual Fund during the Valuation Period
(less an adjustment for taxes, if any) by (ii) the net asset value
of a share of the Mutual Fund as of the end of the immediately
preceding Valuation Period,
reduced by
(b) a mortality and expense risks charge, equal to a simple interest
rate for the number of days within the Valuation Period at an
annual rate of .55%.
The amounts derived from applying the rate specified in subparagraph
(b) above and the amount of any taxes referred to in subparagraph (a)
above will be accrued daily and will be transferred from Separate
Account B at the discretion of the Company.
4. Hypothetical Example of Calculation of Unit Value for All Divisions
Except the Money Market Division
The computation of the Unit Value may be illustrated by the following
hypothetical example. Assume that the current net asset value of a
Mutual Fund share is $14.8000; that there were no dividends or other
distributions made by the Mutual Fund and no adjustment for taxes since
the last determination; that the net asset value of a Mutual Fund share
last determined was $14.7800; that the last Unit Value was $1.0185363;
and that the Valuation Period was one day. To determine the current Net
Investment Factor, divide $14.8000 by $14.7800 which produces 1.0013532
and deduct from this amount the mortality and expense risks charge of
0.0000151, which is the rate for one day that is equivalent to a simple
annual rate of 0.55%. The result, 1.0013381, is the current Net
Investment Factor. The last Unit Value ($1.0185363) is then multiplied
by the current Net Investment Factor (1.0013381) which produces a
current Unit Value of $1.0198992.
5. Hypothetical Example of Calculation of Unit Value for the Money Market
Division
The computation of the Unit Value may be illustrated by the following
hypothetical example. Assume that the current net asset value of a
Mutual Fund share is $1.0000; that a dividend of .0328767 cents per
share was declared by the Mutual Fund prior to calculation of the net
asset value of the Mutual Fund share and that no other distributions
and no adjustment for taxes were made since the last determination;
that the net asset value of a Mutual Fund share last determined was
$1.0000; that the last Unit Value was $1.0162734; and that the
Valuation Period was one day.
To determine the current Net Investment Factor, add the current net
asset value ($1.0000) to the amount of the dividend ($.000328767) and
divide by the last net asset value ($1.0000), which when rounded to
seven places equals 1.0003288. Deduct from this amount the mortality
and expense risks charge of .0000151 (the proportionate rate for one
day based on a simple annual rate of 0.55%). The result (1.0003137) is
the current Net Investment Factor. The last Unit Value ($1.0162734) is
then multiplied by the current Net Investment Factor (1.0003137),
resulting in a current Unit Value of $1.0165922.
B. Income Benefits
Income Benefits consist of either monthly Variable Annuity Payments or
periodic payments made on a monthly, quarterly, semi-annual or annual basis
pursuant to the Flexible Income Option.
1. Variable Annuity Payments
The amount applied to provide Variable Annuity Payments must be at
least $1,750. Variable Annuity Payments will be provided by the
Investment Accounts which correlate to the Plan Participant held under
the Capital Accumulation Division. Thus, if the Owner of Benefits
elects Variable Annuity Payments, any amounts that are to be used to
provide Variable Annuity Payments will be transferred to Investment
Accounts held under the Capital Accumulation Division as of the last
Valuation Date in the month which begins two months before the Annuity
Commencement Date. After any such transfer, the value of the Capital
Accumulation Division Investment Accounts will be applied on the
Annuity Purchase Date to provide Variable Annuity Payments. The Annuity
Commencement Date, which will be one month following the Annuity
Purchase Date, will be the first day of a month. Thus, if the Annuity
Commencement Date is August 1, the Annuity Purchase Date will be July
1, and the date of any transfers to a Capital Accumulation Division
Investment Account will be the Valuation Date immediately preceding
July 1.
The Annuity Commencement Date must be no later than April 1 of the
calendar year following the calendar year in which the Plan Participant
attains age 70 1/2. See "Federal Tax Status."
a. Selecting a Variable Annuity
Variable Annuity Payments will be made to an Owner of Benefits
beginning on the Annuity Commencement Date and continuing
thereafter on the first day of each month. An Owner of
Benefits may select an Annuity Commencement Date by
Notification to the Company. The date selected may be the
first day of any month the Plan allows which is at least one
month after the Notification. Generally, the Annuity
Commencement Date cannot begin before the Plan Participant is
age 59 1/2, separated from service, or is totally disabled.
See "Federal Tax Status" for a discussion of required
distributions and the federal income tax consequences of
distributions.
At any time not less than one month preceding the desired
Annuity Commencement Date, an Owner of Benefits may, by
Notification, select one of the annuity options described
below (see "Forms of Variable Annuities"). If no annuity
option has been selected at least one month before the Annuity
Commencement Date, and if the Plan does not provide one,
payments which correlate to an unmarried Plan Participant will
be made under the annuity option providing Variable Life
Annuity with Monthly Payments Certain for Ten Years. Payments
which correlate to a married Plan Participant will be made
under the annuity option providing a Variable Life Annuity
with One-Half Survivorship.
b. Forms of Variable Annuities
Because of certain restrictions contained in the Internal
Revenue Code and regulations thereunder, an annuity option is
not available under a Contract used to fund a TDA Plan, PEDC
Plan or 401(a) Plan unless (i) the contingent annuitant is the
Plan Participant's spouse or (ii) on the Plan Participant's
Annuity Commencement Date, the present value of the amount to
be paid while the Plan Participant is living is greater than
50% of the present value of the total benefit to the Plan
Participant and the Plan Participant's beneficiary (or
contingent annuitant, if applicable).
An Owner of Benefits may elect to have all or a portion of
Investment Account Values applied under one of the following
annuity options. However, if the monthly Variable Annuity
Payment at any time would be less than $20, the Company may,
at its sole option, pay the Variable Annuity Reserves in full
settlement of all benefits otherwise available.
Variable Life Annuity with Monthly Payments Certain for Zero,
Five, Ten, Fifteen or Twenty Years or Installment Refund
Period -- a variable annuity which provides monthly payments
during the Plan Participant's lifetime, and further provides
that if, at the death of the Plan Participant, monthly
payments have been made for less than a minimum period, e.g.
five years, any remaining payments for the balance of such
period shall be paid to the Owner of Benefits, if the Owner of
Benefits is not the Plan Participant, or to a designated
beneficiary unless the Owner of Benefits or the beneficiary
requests in writing that the Commuted Value of the remaining
payments be paid in a single sum. (Persons entitled to take
the remaining payments or the Commuted Value thereof rather
than continuing monthly payments should consult with their tax
advisor to be made aware of the differences in tax treatment.)
The minimum period may be either zero, five, ten, fifteen or
twenty years or the period (called "installment refund
period") consisting of the number of months determined by
dividing the amount applied under the option by the initial
payment. If, for example, $14,400 is applied under a life
option with an installment refund period, and if the first
monthly payment provided by that amount, as determined from
the applicable annuity conversion rates, would be $100, the
minimum period would be 144 months ($14,400 divided by $100
per month) or 12 years. A variable life annuity with an
installment refund period guarantees a minimum number of
payments, but not the amount of any monthly payment or the
amount of aggregate monthly payments. The longer the minimum
period selected, the smaller will be the amount of the first
annuity payment.
Under the Variable Life Annuity with Zero Years Certain, which
provides monthly payments to the Owner of Benefits during the
Plan Participant's lifetime, it would be possible for the
Owner of Benefits to receive no Annuity Payments if the Plan
Participant died prior to the due date of the first payment
since payment is made only during the lifetime of the Plan
Participant.
Joint and Survivor Variable Life Annuity with Monthly Payments
Certain for Ten Years -- a variable annuity which provides
monthly payments for a minimum period of ten years and
thereafter during the joint lifetimes of the Plan Participant
on whose life the annuity is based and the contingent
annuitant named at the time this option is elected, and
continuing after the death of either of them for the amount
that would have been payable while both were living during the
remaining lifetime of the survivor. In the event the Plan
Participant and the contingent annuitant do not survive beyond
the minimum ten year period, any remaining payments for the
balance of such period will be paid to the Owner of Benefits,
if the owner of Benefits is not the Plan Participant, or to a
designated beneficiary unless the Owner of Benefits or the
beneficiary requests in writing that the Commuted Value of the
remaining payments be paid in a single sum. (Persons entitled
to take the remaining payments or the Commuted Value thereof
rather than continuing monthly payments should consult with
their tax advisor to be made aware of the differences in tax
treatment.)
Joint and Two-Thirds Survivor Variable Life Annuity -- a
variable annuity which provides monthly payments during the
joint lives of a Plan Participant and the person designated as
contingent annuitant with two-thirds of the amount that would
have been payable while both were living continuing until the
death of the survivor.
Variable Life Annuity with One-Half Survivorship -- a variable
annuity which provides monthly payments during the life of the
Plan Participant with one-half of the amount otherwise payable
continuing so long as the contingent annuitant lives.
Under the Joint and Two-thirds Survivor Variable Life Annuity
and under the Variable Life Annuity with One-Half
Survivorship, it would be possible for the Owner of Benefits
and/or contingent annuitant to receive no annuity payments if
the Plan Participant and contingent annuitant both died prior
to the due date of the first payment since payment is made
only during their lifetimes.
Other Options -- Other variable annuity options permitted
under the applicable Plan may be arranged by mutual agreement
of the Owner of Benefits and the Company.
c. Basis of Annuity Conversion Rates
Because women as a class live longer than men, it has been
common that retirement annuities of equal cost for women and
men of the same age will provide women less periodic income at
retirement. The Supreme Court of the United States ruled in
Arizona Governing Committee vs. Norris that sex distinct
annuity tables under an employer-sponsored benefit plan result
in discrimination that is prohibited by Title VII of the
Federal Civil Rights Act of 1964. The Court further ruled that
sex distinct annuity tables will be deemed discriminatory only
when used with values accumulated from employer contributions
made after August 1, 1983, the date of the ruling.
Title VII applies only to employers with 15 or more employees.
However, certain State Fair Employment Laws and Equal Payment
Laws may apply to employers with less than 15 employees.
The contract described in this Prospectus offers both sex
distinct and sex neutral annuity conversion rates. The annuity
rates are used to convert a Plan Participant's pre-retirement
Investment Account Values to a monthly lifetime income at
retirement. Usage of either sex distinct or sex neutral
annuity rates will be determined by the Contractholder.
For each form of variable annuity, the annuity conversion
rates determine how much the first monthly Variable Annuity
Payment will be for each $1,000 of the Investment Account
Value applied to effect the variable annuity. The conversion
rates vary with the form of annuity, date of birth, and, if
distinct rates are used, the sex of the Plan Participant and
the contingent annuitant, if any. The sex neutral guaranteed
annuity conversion rates are based upon (i) an interest rate
of 2.5% per annum and (ii) mortality according to the "1983
Table a for Individual Annuity Valuation" projected with Scale
G to the year 2001 set back five years in age. The sex
distinct female rates are determined for all Plan Participants
in the same way as sex neutral rates, as described above. The
sex distinct male rates are determined for all Plan
Participants in the same way as the sex neutral rates, as
described above, except mortality is not set back five years
in age. The guaranteed annuity conversion rates may be
changed, but no change which would be less favorable to the
Owner of Benefits will take effect for a current Plan
Participant.
The contract provides that an interest rate of not less than
2.5% per annum will represent the assumed investment return.
Currently the assumed investment return used in determining
the amount of the first monthly payment is 4% per annum. This
rate may be increased or decreased by the Company in the
future but in no event will it be less than 2.5% per annum.
If, under the contract, the actual investment return (as
measured by an Annuity Change Factor, defined below) should
always equal the assumed investment return, Variable Annuity
Payments would remain level. If the actual investment return
should always exceed the assumed investment return, Variable
Annuity Payments would increase; conversely, if it should
always be less than the assumed investment return, Variable
Annuity Payments would decrease.
The current 4% assumed investment return is higher than the
2.5% interest rate reflected in the annuity conversion rates
contained in the contract. With a 4% assumption, Variable
Annuity Payments will commence at a higher level, will
increase less rapidly when actual investment return exceeds
4%, and will decrease more rapidly when actual investment
return is less than 4%, than would occur with a lower
assumption.
d. Determining the Amount of the First Variable Annuity Payment
The initial amount of monthly annuity income shall be based on
the option selected, the age of the Plan Participant and
contingent annuitant, if any, and the Investment Account
Values applied as of the Annuity Purchase Date. The initial
monthly income payment will be determined on the basis of the
annuity conversion rates applicable on such date to such
conversions under all contracts of this class issued by the
Company. However, the basis for the annuity conversion rates
will not produce payments less beneficial to the Owner of
Benefits than the annuity conversion rate basis described
above.
e. Determining the Amount of the Second and Subsequent Monthly
Variable Annuity Payments
The second and subsequent monthly Variable Annuity Payments
will increase or decrease in response to the investment
experience of the Mutual Fund underlying the Capital
Accumulation Division. The amount of each payment will be
determined by multiplying the amount of the monthly Variable
Annuity Payment due in the immediately preceding calendar
month by the Annuity Change Factor for the Capital
Accumulation Division for the Contract for the calendar month
in which the Variable Annuity Payment is due.
The Annuity Change Factor for the Capital Accumulation
Division for a calendar month is the quotient of (1) divided
by (2), below:
(1) The number which results from dividing (i) the Contract's Unit
Value for the Capital Accumulation Division for the first
Valuation Date in the calendar month beginning one month
before the given calendar month by (ii) the Contract's Unit
Value for such Division for the first Valuation Date in the
calendar month beginning two months before the given calendar
month.
(2) An amount equal to one plus the effective interest rate for
the number of days between the two Valuation Dates specified
in subparagraph (1) above at the interest rate assumed to
determine the initial payment of variable benefits to the
Owner of Benefits.
f. Hypothetical Example of Calculation of Variable Annuity
Payments
Assume that on the date one month before the Annuity
Commencement Date the Investment Account Value that is
invested in the Capital Accumulation Division which correlates
to a Plan Participant is $37,592. Using the appropriate
annuity conversion factor (assuming $5.88 per $1,000 applied)
the Investment Account Value provides a first monthly Variable
Annuity Payment of $221.04. To determine the amount of the
second monthly payment assume that the Capital Accumulation
Division Unit Value as of the first Valuation Date in the
preceding calendar month was $1.3712044 and the Unit Value as
of the first Valuation Date in the second preceding calendar
month was $1.3273110. The Annuity Change Factor is determined
by dividing $1.3712044 by $1.3273110, which equals 1.0330694,
and dividing the result by an amount corresponding to the
amount of one increased by an assumed investment return of 4%
(which for a thirty day period is 1.0032288). 1.030694 divided
by 1.0032288 results in an Annuity Change Factor for the month
of 1.0297446. Applying this factor to the amount of Variable
Annuity Payment for the previous month results in a current
monthly payment of $227.61 ($221.04 multiplied by 1.0297446
equals $227.61).
2. Flexible Income Option
Instead of Variable Annuity Payments an Owner of Benefits may choose to
receive income benefits under the Flexible Income Option. Unlike
Variable Annuity Payments, payments under the Flexible Income Option
may be made from any Division of the Separate Account. Under the
Flexible Income Option, the Company will pay to the Owner of Benefits a
portion of the Aggregate Investment Accounts on a monthly, quarterly,
semi-annual or annual basis on the date or dates requested each Year
and continuing for a period not to exceed the life or life expectancy
of the Plan Participant, or the joint lives or life expectancy of such
Plan Participant and the contingent annuitant, if the contingent
annuitant is the Plan Participant's spouse. If the Notification does
not specify from which Investment Accounts payments are to be made,
amounts will be withdrawn on a pro rata basis from all Investment
Accounts which correlate to the Plan Participant. Payments will end,
however, on the date no amounts remain in such Accounts or the date
such Accounts are paid or applied in full as described below. Payments
will be subject to the following:
a. The life expectancy of the Plan Participant and the Plan
Participant's spouse, if applicable, will be determined in
accordance with the life expectancy tables contained in Internal
Revenue Regulation Section 1.72-9. Life expectancy will be
determined as of the date on which the first payment is made. Life
expectancy will be redetermined annually thereafter.
b. Payments may begin any time after the Flexible Income Option is
requested. Payments must begin no later than the latest date
permitted or required by the Plan or regulation to be the Owner of
Benefit's Annuity Commencement Date.
c. Payments will be made annually, semiannually, quarterly, or
monthly as requested by the Owner of Benefits and agreed to by the
Company. The annual amount payable will be the lesser of the
Aggregate Investment Account Value which correlates to the Plan
Participant or the minimum annual amount determined in accordance
with the minimum distribution rules of the Internal Revenue Code.
d. If the Plan Participant should die before the Aggregate Investment
Account Value has been paid or applied in full, the remaining
Investment Account Values will be treated as benefits payable at
death as described in this Prospectus.
e. Year for purposes of determining payments under the Flexible
Income Option means the twelve month period starting on the
installment payment starting date and each corresponding twelve
month period thereafter.
An Owner of Benefits may request a payment in excess of the minimum
described above. Such payment may be equal to all or any portion of the
Investment Accounts which correlate to the Plan Participant; provided,
however, that if the requested payment would reduce the total value of
such accounts to a total balance of less than $1,750 then such request
will be a request for the total of such Investment Accounts. Payments
in excess of the minimum described above may be subject to the
Contingent Deferred Sales Charge.
The Owner of Benefits may terminate the Flexible Income Payments by
giving the Company Notification (i) requesting an excess payment equal
to the remaining balance of the Aggregate Investment Account Values
which correlate to a Plan Participant, (ii) requesting that the
remaining balance of the Aggregate Investment Account Values be applied
to provide Variable Annuity Payments or (iii) a combination of (i) and
(ii), as long as the amount applied to provide an annuity is at least
$1,750. The Company will make such excess payment on the later of (i)
the date requested, or (ii) the date seven (7) calendar days after the
Company receives the Notification. The Annuity Commencement Date for
amounts so applied will be one month after the Annuity Purchase Date.
The Annuity Purchase Date for amounts so applied will be the first
Valuation Date in the month following the Company's receipt of the
Notification or the first Valuation Date of such subsequent month as
requested.
If the Owner of Benefits chooses the Flexible Income Option, an
additional charge $25.00 will be deducted annually on a pro rata basis
from the Investment Accounts which correlate to the Plan Participant.
C. Payment on Death of Plan Participant
1. Prior to Annuity Purchase Date
If a Plan Participant dies prior to the Annuity Purchase Date, the
Company (upon receipt of due proof of death) will pay the death benefit
in accordance with the provisions of the Plan. The Owner of Benefits
may elect to either (1) leave the assets in the contract to the extent
permitted by applicable laws; (2) receive such value as a single sum
benefit; or (3) apply the Investment Account Values which correlate to
the Plan Participant to purchase Variable Annuity Payments for the
beneficiary if the aggregate value of such Investment Accounts is at
least $1,750. If the beneficiary does not provide Notification to the
Company within 120 days of the date the Company receives due proof of
death (i.e. a certified copy of the death certificate, a certified copy
of a decree of a court of competent jurisdiction as to the finding of
death, a written statement by a medical doctor who attended the
deceased during his last illness), the beneficiary will be deemed a
Plan Participant under the contract described in the Prospectus.
A beneficiary may elect to have all or a part of the amount available
under this contract transferred to any Companion Contract.
Alternatively, this contract may accept all or part of the amount
available under a Companion Contract to establish an Investment Account
or Accounts for a beneficiary under this contract. If the aggregate
value of such Investment Accounts is less than $1,750, the Company may
at its option pay the beneficiary the value of such accounts in lieu of
all other benefits.
An election to receive Variable Annuity Payments must be made prior to
the single sum payment to the beneficiary. The amount of the death
benefit is determined by the terms of the Plan. Annuity income must be
payable as lifetime annuity income with no benefits beyond the
beneficiary's life or life expectancy. In addition, the amount of the
monthly Variable Annuity Payments must be at least $20, or the Company
may at its option pay the beneficiary the value of the Variable Annuity
Reserves in lieu of all other benefits. The beneficiary's Annuity
Purchase Date will be the first day of the calendar month specified in
the election, but in no event prior to the first day of the calendar
month following the date Notification is received by the Company. The
amount to be applied will be determined as of the Annuity Purchase
Date. The beneficiary's Annuity Commencement Date will be the first day
of the calendar month following the Annuity Purchase Date. The
beneficiary must be a natural person in order to elect Variable Annuity
Payments. The annuity conversion rates applicable to a beneficiary
shall be the annuity conversion rates the Company makes available to
Owners of Benefits under this contract. The beneficiary will receive a
written description of the options available.
2. Subsequent to Annuity Purchase Date
Upon the death of a Plan Participant subsequent to the Annuity Purchase
Date, no benefits will be available except as may be provided under the
form of annuity selected. If provided for under the form of annuity,
the Owner of Benefits or the beneficiary will continue receiving any
remaining payments unless the Owner of Benefits or the beneficiary
requests in writing that the Commuted Value of the remaining payments
be paid in a single sum.
D. Withdrawals and Transfers
1. Cash Withdrawals
The contract is designed for and intended to be used to fund retirement
Plans. However, subject to any Plan limitations or any reduction for
vesting provided for in the Plan as to amounts available, the Owner of
Benefits may withdraw cash from the Investment Accounts which correlate
to a Plan Participant at any time prior to the Annuity Purchase Date
subject to any charges that may be applied. The Internal Revenue Code
generally provides that distributions from the contracts (except those
used to fund Creditor Exempt or General Creditor Non-qualified Plans)
may begin only after the Plan Participant attains age 59 1/2,
terminates employment, dies or becomes disabled, or in the case of
deemed hardship (or, for PEDC Plans, unforeseen emergencies).
Withdrawals before age 59 1/2 may involve an income tax penalty. See
"Federal Tax Status."
The procedure with respect to cash withdrawals is as follows:
(a) The Plan must allow for such withdrawal.
(b) The Company must receive a Notification requesting a cash
withdrawal from the Owner of Benefits on a form either furnished
or approved by the Company. The Notification must specify the
amount to be withdrawn for each Investment Account from which
withdrawals are to be made. If no specification is made,
withdrawals from Investment Accounts will be made on a pro rata
basis.
(c) If a certificate has been issued to the Owner of Benefits the
Company may require that any Notification be accompanied by such
certificate.
(d) The amount withdrawn may be subject to the Contingent Deferred
Sales Charge and, in the case of a withdrawal of the Aggregate
Investment Account Value, will be subject to the Contract
Administration Expense/Recordkeeping Charge. If the Aggregate
Investment Account Values are insufficient to satisfy the amount
of the requested withdrawal and applicable charges, the amount
paid will be reduced to satisfy such charges.
Any cash withdrawal will result in the cancellation of a number of
units from each Investment Account from which values have been
withdrawn. The number of units cancelled from an Investment Account
will be equal to the amount withdrawn from that Account divided by the
Unit Value for the Division of Separate Account B in which the Account
is invested for the Valuation Period in which the cancellation is
effective. Units will also be cancelled to cover any charges assessed
under (d) above. (Special Note: Under the Texas Education Code, Plan
Participants under contracts issued in connection with Optional
Retirement Programs for certain employees of Texas institutions of
higher education are prohibited from making withdrawals except in the
event of termination of employment, retirement or death of the Plan
Participant. Also, see "Federal Tax Status" for a description of
further withdrawal restrictions.)
2. Transfers Between Divisions
Upon Notification, all or a portion of the value of an Investment
Account which correlates to a Plan Participant may be transferred to
another available Investment Account correlating to such Plan
Participant for the same type of Contribution.
Transfers may be made at any time before the Annuity Purchase Date.
A transfer will be effective as of the end of the Valuation Period in
which the request is received. Any amount transferred will result in
the cancellation of units in the Investment Account from which the
transfer is made. The number of units cancelled will be equal to the
amount transferred from that account divided by the Unit Value of the
Division for the Valuation Period in which the transfer is effective.
The transferred amount will result in the crediting of Units in the
Investment Account to which the transfer is made. The number of Units
credited will be equal to the amount transferred to that account
divided by the Unit Value of the Division for the Valuation Period in
which the transfer is effective.
3. Transfers to the Contract
If a Companion Contract has been issued by the Company to fund the
Plan, and except as otherwise provided by the applicable Plan, the
contract described in this prospectus may accept all or a portion of
the proceeds available under the Companion Contract at any time at
least one month before Annuity Commencement Date, subject to the terms
of the Companion Contract.
4. Transfers to Companion Contract
If a Companion Contract has been issued by the Company to fund the
Plan, except as otherwise provided by the applicable Plan and the
provisions of the Companion Contract, an Owner of Benefits may by
Notification transfer all or a portion of the Investment Account Values
which correlate to a Plan Participant to the Companion Contract. If the
Notification does not state otherwise, amounts will be transferred on a
pro rata basis from the Investment Accounts which correlate to the Plan
Participant. Transfers with respect to a Plan Participant from this
contract to the Companion Contract will not be permitted if this
contract has accepted, within the six-month period preceding the
proposed transfer from this contract to the Companion Contract, a
transfer from an unmatured Investment Account which correlates to the
Plan Participant established under the Companion Contract. An unmatured
Investment Account is an Investment Account which has not reached the
end of its interest guarantee period. In all other respects, such
transfers are subject to the same provisions regarding frequency of
transfer, effective date of transfer and cancellation of units as
described above in "Transfers Between Divisions".
5. Special Situation Involving Alternate Funding Agents
The contract allows the Investment Account Values of all Plan
Participants to be transferred to an alternate Funding Agent with or
without the consent of the Plan Participants. Transfers to an Alternate
Funding Agent require Notification from the Contractholder.
The amount to be transferred will be equal to the Investment Account
Values determined as of the end of the Valuation Period in which the
Notification is received. Such transfers may be subject to the
Contingent Deferred Sales Charge and will be subject to the Contract
Administration Expense/Recordkeeping Charge.
6. Postponement of Cash Withdrawal or Transfer
Any cash withdrawal or transfer to be made from the contract or between
Investment Accounts in accordance with the preceding paragraphs will be
made (i) within seven calendar days after Notification for such payment
or transfer is received by the Company at its Home Office or (ii) on
the requested date of payment or transfer, if later. However, such
withdrawal or transfer may be deferred during any period when the right
to redeem Mutual Fund shares is suspended as permitted under provisions
of the Investment Company Act of 1940, as amended. The right to redeem
shares may be suspended during any period when (a) trading on the New
York Stock Exchange is restricted as determined by the Securities and
Exchange Commission or such Exchange is closed for other than weekends
and holidays; (b) an emergency exists, as determined by the Securities
and Exchange Commission, as a result of which (i) disposal by the
Mutual Fund of securities owned by it is not reasonably practicable or
(ii) it is not reasonably practicable for the Mutual Fund fairly to
determine the value of its net assets; or (c) the Commission by order
so permits for the protection of security holders. If any deferment of
transfer or withdrawal is in effect and has not been cancelled by
Notification to the Company within the period of deferment, the amount
to be transferred or withdrawn shall be determined as of the first
Valuation Date following expiration of the permitted deferment, and
transfer or withdrawal will be made within seven calendar days
thereafter. The Company will notify the Contractholder of any deferment
exceeding 30 days.
7. Loans.
The Company will not make available a loan option for the contract
described in this Prospectus.
E. Other Contractual Provisions
1. Contribution Limits
The contract prescribes no limits on the minimum Contribution which may
be made to an Investment Account which correlates to a Plan
Participant. Plan Participant maximum Contributions are discussed under
"Federal Tax Status." Contributions may also be limited by the Plan.
The Company may also limit Contributions on 60-days notice.
2. Assignment
No benefits in the course of payment under a contract used to fund a
TDA Plan, 401(a) Plan or Creditor-Exempt Non-Qualified Plan are
assignable, by any Owner of Benefits, Plan Participant, beneficiary or
contingent annuitant and all such benefits under such contracts, shall
be exempt from the claims of creditors to the maximum extent permitted
by law. Benefits in the course of payment for contracts used to fund
PEDC plans and General Creditor Non-Qualified Plans are assignable only
by the Contractholder and such benefits are subject to the claims of
the Contractholder's general creditors.
Investment Account Values which correlate to a Plan Participant are
non-forfeitable by the Owner of Benefits; provided, however, if the
Plan specifically so provides, Investment Account Values which
correlate to a Plan Participant shall be reduced to the extent required
by the vesting provisions of the Plan as of the date the Company
receives Notification of the event requiring the reduction.
3. Cessation of Contributions
A cessation of Contributions with respect to all Plan Participants
shall occur at the election of the Contractholder upon Notification to
the Company, on the date the Plan terminates or on the date no
Investment Account Values remain under the contract or at the election
of the Company upon 60-days notice to the Contractholder. Following a
cessation of Contributions all terms of the Contract will continue to
apply except that no further Contributions may be made.
4. Substitution of Securities
If shares of a Mutual Fund are not available at some time in the
future, or if in the judgment of the Company further investment in such
shares would no longer be appropriate, there may be substituted
therefor, or Contributions received after a date specified by the
Company may be applied to purchase (i) shares of another registered
open-end investment company or (ii) securities or other property as the
Company should in its discretion select. In the event of any investment
pursuant to clause (ii) above, the Company can make such changes as in
its judgment are necessary or appropriate in the frequency and methods
of determination of Unit Values, Net Investment Factors, Annuity Change
Factors, and Investment Account Values, including any changes in the
foregoing which will provide for the payment of an investment advisory
fee; provided, however, that any such changes shall be made only after
approval by the Insurance Department of the State of Iowa. The Company
will give written notice to each Owner of Benefits of any substitution
or such change and any substitution will be subject to the rules and
regulations of the Securities and Exchange Commission.
5. Changes in the Contract
The terms of a contract may be changed at any time by written agreement
between the Company and the Contractholder without the consent of any
Plan Participant, Owner of Benefits, beneficiary, or contingent
annuitant. However, except as required by law or regulation, no such
change shall apply to variable annuities which were in the course of
payment prior to the effective date of the change. The Company will
notify any Contractholder affected by any change under this paragraph.
The Company may unilaterally change the contract at any time, including
retroactive changes, in order to meet the requirements of any law or
regulation issued by any governmental agency to which the Company is
subject. The Company may also add additional Divisions to Separate
Account B at any time. In addition, the Company may, on 60-days prior
notice to the Contractholder, unilaterally change the basis for
determining Investment Account Values, Net Investment Factors, Annuity
Change Factors; the guaranteed annuity conversion rates; the provisions
with respect to transfers to or from a Companion Contract or between
Investment Accounts; the Contingent Deferred Sales Charge; and the
Contract Administration Expense/Recordkeeping Charge.
However, no amendment or change will apply to annuities in the course
of payment except to the extent necessary to meet the requirements of
any law or regulation issued by any governmental agency to which the
company is subject. In addition, no change on the guaranteed annuity
conversion rates or the Contingent Deferred Sales Charge will be
effective for any current Plan Participant if the effect of such
amendment or change would be less favorable to the Owner of Benefits.
Also, any change in the Contract Administration Expense/Recordkeeping
Charge will not take affect as to any Investment Accounts to be
transferred to an Alternate Funding Agent if, prior to the date of the
amendment or change is to take affect, the Company receives a written
request from the Contractholder for payment of all such Investment
Account Values to the Alternate Funding Agent and such request is not
revoked.
Furthermore, the Company may, on 60-days notice to the Contractholder,
unilaterally change the mortality and expense risks charge provided
that (a) the charge shall in no event exceed 1.25%, (b) the charge
shall not be changed more frequently than once in any one year period
and (c) no change shall apply to annuities which were in the course of
payment prior to the effective date of the change.
STATEMENT OF VALUES
The Company will furnish each Owner of Benefits at least once during each
year a statement showing the number of units credited to the Investment Account
or Accounts which correlate to the Plan Participant, Unit Values for such
Investment Accounts and the resulting Investment Account Values.
SERVICES AVAILABLE BY TELEPHONE
The following transactions may be exercised by telephone by any Owner of
Benefits: 1) transfers between Investment Accounts; and 2) changes in
Contribution allocation percentages. The telephone transactions may be exercised
by telephoning 1-800-633-1373. Telephone transfer requests must be received by
the close of the New York Stock Exchange on a day when the Company is open for
business to be effective that day. Requests made after that time or on a day
when the Company is not open for business will be effective the next business
day.
Although neither the Separate Account nor the Company is responsible for
the authenticity of telephone transaction requests, the right is reserved to
refuse to accept telephone requests when in the opinion of the Company it seems
prudent to do so. The Owner of Benefits bears the risk of loss caused by
fraudulent telephone instructions the Company reasonably believes to be genuine.
The Company will employ reasonable procedures to assure telephone instructions
are genuine and if such procedures are not followed, the Company may be liable
for losses due to unauthorized or fraudulent transactions. Such procedures
include recording all telephone instructions, requesting personal identification
information such as the caller's name, daytime telephone number, social security
number and/or birthdate and sending a written confirmation of the transaction to
the Owner of Benefits' address of record. Owners of Benefits may obtain
additional information and assistance by telephoning the toll free number.
DISTRIBUTION OF THE CONTRACT
The contract, which is continuously offered, will be sold primarily by
persons who are insurance agents of or brokers for the Company authorized by
applicable law to sell life and other forms of personal insurance and variable
annuities. In addition, these persons will usually be registered representatives
of Princor Financial Services Corporation, A Member of The Principal Financial
Group, Des Moines, Iowa 50392-0200, a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. Princor Financial Services Corporation, the principal
underwriter, is paid for the distribution of the Contract in accordance with two
separate schedules one of which provides for payment of 4.5% of Contributions
scaling down for Contributions in excess of $5,000 and one which provides for
payments of 3.0% of Contributions scaling down for Contributions in excess of
$50,000. The contract may also be sold through other selected broker-dealers
registered under the Securities Exchange Act of 1934. Princor Financial Services
Corporation is also the principal underwriter for various registered investment
companies organized by the Company. Princor Financial Services Corporation is an
indirect wholly-owned subsidiary of the Company.
PERFORMANCE CALCULATION
The Separate Account may publish advertisements containing information
(including graphs, charts, tables and examples) about the performance of one or
more of its Divisions. The contract was not offered prior to July 15, 1992.
However, shares of some of the mutual funds in which Divisions of the Separate
Account invest were offered prior to that date. Thus, the Separate Account may
publish advertisements containing information about the hypothetical performance
of one or more of its Divisions for this contract had the contract been issued
on or after the date the mutual fund in which such Division invests was first
offered. The yield and total return figures described below will vary depending
upon market conditions, the composition of the underlying Mutual Funds'
portfolios and operating expenses. These factors and possible differences in the
methods used in calculating yield and total return should be considered when
comparing the Separate Account performance figures to performance figures
published for other investment vehicles. The Separate Account may also quote
rankings, yields or returns as published by independent statistical services or
publishers and information regarding performance of certain market indices. Any
performance data quoted for the Separate Account represents only historical
performance and is not intended to indicate future performance. For further
information on how the Separate Account calculates yield and total return
figures, see the Statement of Additional Information.
From time to time the Separate Account advertises its Money Market
Division's "yield" and "effective yield" for these contracts. Both yield figures
are based on historical earnings and are not intended to indicate future
performance. The "yield" of the Division refers to the income generated by an
investment under the contract in the Division over a seven-day period (which
period will be stated in the advertisement). This income is then "annualized."
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The "effective yield" is calculated similarly but,
when annualized, the income earned by an investment in the Division is assumed
to be reinvested. The "effective yield" will be slightly higher than the "yield"
because of the compounding effect of this assumed reinvestment. Neither yield
quotation reflects contingent deferred sales charges which, if included, would
reduce the "yield" and "effective yield."
In addition, from time to time, the Separate Account will advertise its
"yield" for the Bond Division and Government Securities Division for these
contracts. The "yield" of these Divisions is determined by annualizing the net
investment income per unit for a specific, historical 30-day period and dividing
the result by the ending maximum offering price of the unit for the same period.
This yield quotation does not reflect a contingent deferred sales charge which,
if included, would reduce the "yield."
Also, from time to time, the Separate Account will advertise the average
annual total return of its various Divisions for these contracts. The average
annual total return for any of the Divisions is computed by calculating the
average annual compounded rate of return over the stated period that would
equate an initial $1,000 investment to the ending redeemable contract value. In
this calculation the ending value is reduced by a contingent deferred sales
charge that decreases from 5% to 0% over a period of 7 years. The Separate
Account may also advertise total return figures of its Divisions for a specified
period that does not take into account the contingent deferred sales charge in
order to illustrate the change in the Division's unit value over time. See
"Deductions Under the Contract" for a discussion of contingent deferred sales
charges.
VOTING RIGHTS
The Company shall vote Mutual Fund shares held in Separate Account B at
regular and special meetings of shareholders of each Mutual Fund, but will
follow voting instructions received from persons having the voting interest in
the Mutual Fund shares.
The number of Mutual Fund shares as to which a person has the voting
interest will be determined by the Company as of a date which will not be more
than ninety days prior to the meeting of the Mutual Fund, and voting
instructions will be solicited by written communication at least ten days prior
to the meeting.
During the accumulation period, the Owner of Benefits is the person having
the voting interest in the Mutual Fund shares attributable to the Investment
Accounts which correlate to the Plan Participant. The number of Mutual Fund
shares held in Separate Account B which are attributable to each Investment
Account is determined by dividing the Investment Account Value attributable to a
Division of Separate Account B by the net asset value of one share of the
underlying Mutual Fund.
During the annuity period, the person then entitled to Variable Annuity
Payments has the voting interest in the Mutual Fund shares attributable to the
variable annuity. The number of Mutual Fund shares held in Separate Account B
which are attributable to each variable annuity is determined by dividing the
reserve for the variable annuity by the net asset value of one Mutual Fund
share. The voting interest in the Mutual Fund shares attributable to the
variable annuity will ordinarily decrease during the annuity period since the
reserve for the variable annuity decreases due to the reduction in the expected
payment period.
Mutual Fund shares for which Owners of Benefits or payees of variable
annuities are entitled to give voting instructions, but for which none are
received, and shares of the Fund owned by the Company will be voted in the same
proportion as the aggregate shares for which voting instructions have been
received.
Proxy material will be provided to each person having a voting interest
together with an appropriate form which may be used to give voting instructions
to the Company.
If the Company determines pursuant to applicable law that Mutual Fund
shares held in Separate Account B need not be voted pursuant to instructions
received from persons otherwise having the voting interest as provided above,
then the Company may vote Mutual Fund shares held in Separate Account B in its
own right.
FEDERAL TAX STATUS
It should be recognized that the descriptions below of the federal income
tax status of amounts received under the contracts are not exhaustive and do not
purport to cover all situations. A qualified tax advisor should be consulted for
complete information. (For the federal tax status of the Company and Separate
Account B, see "Principal Mutual Life Insurance Company Separate Account B".)
A. Taxes Payable by Owners of Benefits and Annuitants
The contract offered in connection with this prospectus is used with
retirement programs which receive favorable tax deferred treatment under Federal
income tax law and deferred annuity contracts purchased with after tax dollars.
Annuity payments or other amounts received under the contract are subject to
income tax withholding. The amounts withheld will vary among recipients
depending on the tax status of the individual and the type of payments from
which taxes are withheld.
Contributions to contracts used to fund Creditor-Exempt and General
Creditor Non-Qualified Plans do not enjoy the advantages available to qualified
retirement plans, but Contributions invested in contracts used to fund
Creditor-Exempt Non-qualified Retirement Plans may receive tax deferred
treatment of the earnings , until distributed from the contract as retirement
benefits.
1. Tax Deferred Annuity Plans-- (Section 403(b) Annuities for Employees
of Certain Tax-Exempt Organizations or Public Educational
Institutions)
Contributions. Under section 403(b) of the Code, payments made by certain
employers (i.e., tax-exempt organizations, meeting the requirements of section
501(c)(3) of the Code and public educational institutions) to purchase annuity
contracts for their employees are excludable from the gross income of employees
to the extent that the aggregate Contributions do not exceed the limitations
prescribed by section 402(g), section 403(b)(2), and section 415 of the Code.
This gross income exclusion applies to employer contributions and voluntary
salary reduction contributions.
An individual's voluntary salary reduction contributions under section
403(b) are generally limited to the lesser of $9,500 or 25 percent of net salary
(or 20 percent of gross salary); additional catch-up contributions are permitted
under certain circumstances. Combined employer and salary reduction
contributions are generally limited to approximately 25 percent of net salary.
In addition, for plan years beginning after December 31, 1988, employer
contributions must comply with various nondiscrimination rules; these rules may
have the effect of further limiting the rate of employer contributions for
highly compensated employees.
Taxation of Distributions. Distributions are restricted. The restrictions
apply to amounts accumulated after December 31, 1988 (including voluntary
contributions after that date and earnings on prior and current voluntary
contributions). These restrictions require that no distributions will be
permitted prior to one of the following events: (1) attainment of age 59 1/2,
(2) separation from service, (3) death, (4) disability, or (5) hardship
(hardship distributions will be limited to the amount of salary reduction
contributions exclusive of earnings thereon).
All distributions, other than distributions from after-tax Contributions,
from a section 403(b) annuity Plan are taxed as ordinary income of the recipient
in accordance with section 72 of the Code and are subject to 20% income tax
withholding. Distributions received before the recipient attains age 59 1/2
generally are subject to a 10% penalty tax in addition to regular income tax.
Certain distributions are excepted from this penalty tax, including
distributions following (1) death, (2) disability, (3) separation from service
during or after the year the Plan Participant reaches age 55, (4) separation
from service at any age if the distribution is in the form of payments over the
life (or life expectancy) of the Plan Participant (or the Plan Participant and
beneficiary), and (5) distributions not in excess of tax deductible medical
expenses.
Required Distributions. Generally, distributions from section 403(b) Plans
must commence no later than April 1 of the calendar year following the calendar
year in which the Plan Participant attains age 70 1/2 and such distributions
must be made over a period that does not exceed the life expectancy of the Plan
Participant (or the Plan Participant and beneficiary). Plan Participants
employed by governmental entities and certain church organizations may delay the
commencement of payments until April 1 of the calendar year following retirement
if they remain employed after attaining age 70 1/2. However, upon the death of
the Plan Participant prior to the commencement of annuity payments, the amount
accumulated under the contract must be distributed within five years or, if
distributions to a beneficiary designated under the contract commence within one
year of the Plan Participant's death, distributions are permitted over the life
of the beneficiary or over a period not extending beyond the beneficiary's life
expectancy. If the Plan Participant has commenced receiving annuity
distributions prior to the Plan Participant's death, distributions must continue
at least as rapidly as under the method in effect at the date of death. Amounts
accumulated under a contract on December 31, 1986, are not subject to these
minimum distributions requirements. A penalty tax of 50% will be imposed on the
amount by which the minimum required distribution in any year exceeds the amount
actually distributed in that year.
Tax-Free Transfers and Rollovers. The Code provides for the tax-free
exchange of one annuity contract for another annuity contract, and the IRS has
ruled that total or partial amounts transferred between section 403(b) annuity
contracts and/or 403(b)(7) custodial accounts may qualify as tax-free exchanges
under certain circumstances. In addition, section 403(b) of the Code permits
tax-free rollovers of eligible rollover distributions from section 403(b)
programs to Individual Retirement Accounts (IRAs) under certain circumstances.
If an eligible rollover distribution is taken as a direct rollover to an IRA (or
another 403(b) plan) the mandatory 20% income tax withholding does not apply.
However, the 20% mandatory withholding requirement does apply to an eligible
rollover distribution that is not made as a direct rollover. In addition, such a
rollover must be completed within 60 days of receipt of the distribution.
2. Public Employee Deferred Compensation Plans-- (Section 457 Unfunded
Deferred Compensation Plans of Public Employers and Tax-Exempt
Organizations)
Contributions. Under section 457 of the Code, individuals who perform
services for a unit of a state or local government may participate in a deferred
compensation program. Tax-exempt employers may establish deferred compensation
plans under section 457 only for a select group of management or highly
compensated employees and/or independent contractors.
This type of program allows individuals to defer the receipt of
compensation which would otherwise be presently payable and to therefore defer
the payment of Federal income taxes on the amounts. Assuming that the program
meets the requirements to be considered a Public Employee Deferred Compensation
Plan (an "PEDC Plan"), an individual may contribute (and thereby defer from
current income for tax purposes) the lesser of $7,500 or 33 1/3% of the
individuals includible compensation. (Includible compensation means compensation
from the employer which is current includible in gross income for Federal tax
purposes.) During the last three years before an individual attains normal
retirement age, additional catch-up deferrals are permitted.
The amounts which are deferred may be used by the employer to purchase the
contract offered by this prospectus. The contract is owned by the employer and,
in fact, is subject to the claims of the employer's creditors. The employee has
no present rights or vested interest in the contract and is only entitled to
payment in accordance with the PEDC Plan provisions.
Taxation of Distributions. Amounts received by an individual from an PEDC
Plan are includible in gross income for the taxable year in which such amounts
are paid or otherwise made available.
Distributions Before Separation from Service. Distributions generally are
not permitted under an PEDC Plan prior to separation from service except for
unforeseeable emergencies. Emergency distributions are includible in the gross
income of the individual in the year in which paid.
Required Distributions. Beginning January 1, 1989, the minimum
distribution requirements for PEDC Plans are generally the same as those for
qualified plans and section 403(b) Plans, except that no amounts are exempted
from minimum distribution requirements.
Tax Free Transfers and Rollovers. Federal income tax law permits the tax
free transfer of PEDC Plan amounts to another PEDC Plan, but not to an IRA or
other type of plan.
3. 401(a) Plans
Contributions. Payments made by employers to purchase annuity contracts
for qualified pension and profit sharing plans, under Section 401(a) of the
Code, are excludable from the gross income of employees to the extent that the
aggregate Contributions do not exceed the limitations prescribed by section
402(g), and section 415 of the Code. This gross income exclusion applies to
employer contributions and voluntary salary reduction contributions.
An individual's voluntary salary reduction contributions for a 401(k) plan
are generally limited to $9,240 (1995 limit).
For 401(a) qualified plans, the maximum annual contribution that a member
can receive is limited to the lesser of 25% of includible compensation or
$30,000.
Taxation of Distributions. Distributions are restricted. These
restrictions require that no distributions of employer contributions or salary
deferrals will be permitted prior to one of the following events: (1) attainment
of age 59 1/2, (2) separation from service, (3) death, (4) disability, or (5)
for certain 401(a) Plans, hardship (hardship distributions will be limited to
the amount of salary reduction contributions exclusive of earnings thereon).
In-service distributions may be permitted under various circumstances in certain
plans.
All distributions from a section 401(a) Plan are taxed as ordinary income
of the recipient in accordance with section 72 of the Code. Distributions
received before the recipient attains age 59 1/2 generally are subject to a 10%
penalty tax in addition to regular income tax. Certain distributions are
excepted from this penalty tax, including distributions following (1) death, (2)
disability, 3) separation from service during or after the year the Plan
Participant reaches age 55, (4) separation from service at any age if the
distribution is in the form of payments over the life (or life expectancy) of
the Plan Participant (or the Plan Participant and beneficiary), and (5)
distributions not in excess of tax deductible medical expenses.
Required Distributions. Generally, distributions from section 401(a) Plans
must commence no later than April 1 of the calendar year following the calendar
year in which the Plan Participant attains age 70 1/2 and such distributions
must be made over a period that does not exceed the life expectancy of the Plan
Participant (or the Plan Participant and beneficiary). Following the death of
the Plan Participant, the distribution requirements are generally the same as
those described with respect to 403(b) Plans. A penalty tax of 50% will be
imposed on the amount by which the minimum required distribution in any year
exceeds the amount actually distributed in that year.
Tax-Free Transfers and Rollovers. The Code provides for the tax-free
exchange of one annuity contract for another annuity contract. Distributions
from a 401(a) Plan may also be transferred to a Rollover IRA.
4. Creditor-Exempt Non-Qualified Plans
Certain employers may establish Creditor-Exempt Non-Qualified Plans. Under
such Plans the employer formally funds the Plan either by purchasing an annuity
contract or by transferring funds on behalf of Plan Participants to a trust
established for the benefit of such Plan Participants with a direction to the
trustee to use the funds to purchase an annuity contract. The Trustee is the
Contractholder and is considered the nominal owner of the contract. Each Plan
Participant as a Trust beneficiary, is an Owner of Benefits under the contract
and is treated as the owner for income tax purposes.
Taxation of Contract Earnings. Since each Plan Participant for income tax
purposes is considered the owner of the Investment Account or Accounts which
correlate to such Participant, any increase in a Participant's Investment
Account Value resulting from the investment performance of the contract is not
taxable to the Plan Participant until received by such Plan Participant.
Contributions. Payments made by the employer to the Trust on behalf of a
Plan Participant are currently includible in the Plan Participant's gross income
as additional compensation and, if such payments coupled with the Plan
Participant's other compensation is reasonable in amount, such payments are
currently deductible as compensation by the Employer.
Taxation of Distributions. In general, partial withdrawals from an
Investment Account that are not received by a Plan Participant as an annuity
under the contract allocated to post-August 13, 1982 Contributions under a
pre-existing contract are taxed as ordinary income to the extent of the
accumulated income or gain under the contract. Partial redemptions from a
contract that are allocated to pre-August 14, 1982 Contributions under a
pre-existing contract are taxed only after the Plan Participant has received all
of the "investment in the contract" (Contributions less any amounts previously
received and excluded from gross income).
In the case of a complete redemption of an Investment Account under the
contract (regardless of the date of purchase), the amount received will be taxed
as ordinary income to the extent that it exceeds the Plan Participant's
investment in the contract.
If a Contractholder purchases two or more contracts from the Company (or
an affiliated company) within any twelve month period after October 21, 1988,
those contracts are treated as a single contract for purposes of measuring the
income on a partial redemption or complete surrender.
When payments are received as an annuity, the Plan Participant's
investment in the contract is treated as received ratably over the expected
payment period of the annuity and excluded from gross income as a tax-free
return of capital. Individuals who commence receiving annuity payments on or
after January 1, 1987, can exclude from income only their unrecovered investment
in the contract. Where such individuals die before they have recovered their
entire investment in the contract on a tax-free basis, are entitled to a
deduction of the unrecovered amount on their final tax return.
In addition to regular income taxes, there is a 10% penalty tax on the
taxable portion of a distribution received before the Plan Participant attains
age 59 1/2 under the contract, unless the distribution is; (1) made to a
beneficiary on or after death of the Plan Participant, (2) made upon the
disability of the Plan Participant; (3) part of a series of substantially equal
annuity payments for the life or life expectancy of the Plan Participant or the
Plan Participant and beneficiary; (4) made under an immediate annuity contract,
or (5) allocable to Contributions made prior to August 14, 1982.
Required Distributions. The Internal Revenue Code does not require a Plan
Participant under a Creditor-Exempt Non-Qualified Plan to commence receiving
distributions at any particular time and does not limit the duration of annuity
payments. However, the contract provides the Annuity Commencement Date must be
no later than the April 1 of the calendar year following the calendar year in
which the Plan Participant attains age 70 1/2. However, upon the death of the
Plan Participant prior to the commencement of annuity payments, the amount
accumulated under the contract for the Plan Participant must be distributed
within five years or, if distributions to a beneficiary designated under the
contract commence within one year of the Plan Participant's death, distributions
are permitted over the life of the beneficiary or over a period not extending
beyond the beneficiary's life expectancy. If the Plan Participant has commenced
receiving annuity distributions prior to the Plan Participant's death,
distributions must continue at least as rapidly as under the method in effect at
the date of death.
Tax-Free Exchanges. Under Section 1035 of the Code, the exchange of one
annuity contract for another is not a taxable transaction, but is reportable to
the IRS. Transferring Investment Account Values from this contract to a
Companion Contract would fall within the provisions of Section 1035 of the Code.
5. General Creditor Non-Qualified Plans
Contributions. Private taxable employers may establish informally funded,
General Creditor Non-Qualified Plans for a select group of management or highly
compensated employees and/or independent contractors. Certain arrangements of
nonprofit employers entered into prior to August 16, 1989, and not subsequently
modified, are subject to the rules discussed below.
Informally funded General Creditor Non-Qualified Plans represent a bare
contractual promise on the part of the employer to pay wages at some future
time. The contract used to informally fund the employer's obligation is owned by
the employer and is subject to the claims of the employer's creditors. The Plan
Participant has no present right or vested interest in the contract and is only
entitled to payment in accordance with Plan provisions. If the Employer who is
the Contractholder, is not a natural person, the contract does not receive
tax-deferred treatment afforded other Contractholders under the Internal Revenue
Code.
Taxation of Distributions. Amounts received by an individual from a
General Creditor Non-Qualified Plan are includible in the employee's gross
income for the taxable year in which such amounts are paid or otherwise made
available. Such amounts are deductible by the employer when paid to the
individual.
B. Fund Diversification
Separate Account B investments must be adequately diversified in order for
the increase in the value of Creditor-Exempt Non-Qualified Contracts to receive
tax-deferred treatment. In order to be adequately diversified, the portfolio of
each underlying Mutual Fund must, as of the end of each calendar quarter or
within 30 days thereafter, have no more than 55% of its assets invested in any
one investment, 70% in any two investments, 80% in any three investments and 90%
in any four investments. Failure of a Fund to meet the diversification
requirements could result in tax liability to Creditor-Exempt Non-Qualified
Contractholders.
The investment opportunities of the Funds could conceivably be limited by
adhering to the above diversification requirements. This would affect all
Contractholders, including those owners of contracts for whom diversification is
not a requirement for tax-deferred treatment.
STATE REGULATION
The Company is subject to the laws of the State of Iowa governing insurance
companies and to regulation by the Insurance Department of the State of Iowa. An
annual statement in a prescribed form must be filed by March 1 in each year
covering the operations of the Company for the preceding year and its financial
condition on December 31st of such year. Its books and assets are subject to
review or examination by the Commissioner of Insurance of the State of Iowa or
his representatives at all times, and a full examination of its operations is
conducted periodically by the National Association of Insurance Commissioners.
Iowa law and regulations also prescribe permissible investments, but this does
not involve supervision of the investment management or policy of the Company.
In addition, the Company is subject to the insurance laws and regulations
of other states and jurisdictions in which it is licensed to operate. Generally,
the insurance departments of these states and jurisdictions apply the laws of
the state of domicile in determining the field of permissible investments.
LEGAL OPINIONS
Legal matters applicable to the issue and sale of the Contracts, including
the right of the Company to issue Contracts under Iowa Insurance Law, have been
passed upon by Gregg Narber, Vice President and General Counsel of the Company.
LEGAL PROCEEDINGS
There are no legal proceedings pending to which Separate Account B is a
party or which would materially affect Separate Account B.
REGISTRATION STATEMENT
This Prospectus omits some information contained in the Statement of
Additional Information (or Part B of the Registration Statement) and Part C of
the Registration Statement which the Company has filed with the Securities and
Exchange Commission. The Statement of Additional Information is hereby
incorporated by reference into this Prospectus. A copy of the Statement of
Additional Information can be obtained upon request, free of charge, by writing
or telephoning Princor Financial Services Corporation. You may obtain a copy of
Part C of the Registration Statement filed with the Securities and Exchange
Commission, Washington, D.C. from the Commission upon payment of the prescribed
fees.
EXPERTS
The financial statements of Principal Mutual Life Insurance Company
Separate Account B and Principal Mutual Life Insurance Company which are
included in the Statement of Additional Information have been audited by Ernst &
Young LLP, independent auditors, for the periods indicated in their reports
thereon which appear in the Statement of Additional Information.
CONTRACTHOLDERS' INQUIRIES
Contractholders' inquiries should be directed to Princor Financial Services
Corporation, A Member of The Principal Financial Group, Des Moines, Iowa
50392-0200, (515) 247-5711.
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
The table of contents for the Statement of Additional Information is
provided below.
TABLE OF CONTENTS
Page
Independent Auditors.....................................................3
Underwriting Commissions.................................................3
Calculation of Yield and Total Return....................................3
Financial Statements:
Principal Mutual Life Insurance Company Separate Account B...........5
Report of Independent Auditors.................................21
Principal Mutual Life Insurance Company.............................22
Report of Independent Auditors.................................41
To obtain a copy of the Statement of Additional Information, free of
charge, write or telephone:
Princor Financial Services Corporation
A Member of
The Principal Financial Group
Des Moines, IA 50392-0200
Telephone: 1-800-247-4123
<PAGE>
SUPPLEMENT, DATED MAY 5, 1995
TO THE PROSPECTUS DATED MARCH 31, 1995 OF
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
PERSONAL VARIABLE
(A Group Variable Annuity Contract
For Employer Sponsored Qualified
And Non-Qualified Retirement Plans)
Effective, May 5, 1995, the prospectus dated March 31, 1995 is amended by
replacing the first paragraph on page 12 of the prospectus with the following:
The Contingent Deferred Sales Charge does not apply to withdrawals made as a
result of the Plan Participant's death or Total and Permanent Disability. The
charge also does not apply to amounts paid pursuant to the Flexible Income
Option that do not exceed the greater of (i) the minimum annual amount
determined in accordance with the minimum distribution rules of the Internal
Revenue Code, or (ii) 10% of the aggregate value of the Investment Accounts
which correlate to a Plan Participant determined as of the last Valuation Date
in the preceding Deposit Year. The charge also does not apply to transfers
between Investment Accounts or transfers to a Companion Contract, transfers from
a Premier Variable Annuity Contract or to amounts applied to provide Variable
Annuity Payments. The charge may apply to amounts transferred to an Alternate
Funding Agent. The charge does not apply to amounts redeemed to assure the plan
complies with Sections 401(k) and 401(m) of the Internal Revenue Code.
