Registration No. 33-44565
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ______ _____
Post-Effective Amendment No. ___7__ __X__
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. _____ _____
(Check appropriate box or boxes)
Principal Mutual Life Insurance Company Separate Account B
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(Exact Name of Registrant)
Principal Mutual Life Insurance Company
- --------------------------------------------------------------------------------
(Name of Depositor)
The Principal Financial Group, Des Moines, Iowa 50392
- --------------------------------------------------------------------------------
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (515) 248-3842
M. D. Roughton, The Principal Financial Group Des Moines, Iowa 50392
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(Name and Address of Agent for Service)
Registrant has heretofore registered an indefinite amount of such Separate
Account B Variable Annuity Contracts under the Securities Act of 1933 pursuant
to Rule 24f-2; Registrant filed a 24f-2 notice for the fiscal year ending
December 31, 1995 on February 27, 1996.
It is proposed that this filing will become effective (check appropriate box)
___ immediately upon filing pursuant to paragraph (b) of Rule 485
___ on (date) pursuant to paragraph (b) of Rule 485
___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_X_ on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485
___ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
___ on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
___ This post-effective amendment designates a new effective date for
a previously filed post- effective amendment.
<PAGE>
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
PERSONAL VARIABLE - GROUP VARIABLE ANNUITY CONTRACTS
Registration Statement on Form N-4
Cross Reference Sheet
Form N-4 Item Caption in Prospectus
Part A
1. Cover Page Principal Mutual Life Insurance Company
Separate Account B Personal Variable - A Group
Variable Annuity Contract for Employer-
Sponsored Qualified and Non-Qualified
Retirement Plans
2. Definitions Glossary of Special Terms
3. Synopsis Expense Table, Example, Summary
4. Condensed Financial Performance Calculation, Experts
Information
5. General Description Summary, Description of
of Registrant Principal Mutual Life Insurance
Company, Principal Mutual Life
Insurance Company Separate Account B,
Voting Rights
6. Deductions Summary, Deductions Under the Contracts,
Contingent Deferred Sales Charge, Contract
Administration Expense/Recordkeeping Charge,
Separate Payment of Contract Administration
Expense/Recordkeeping Charge, Mortality and
Expense Risks Charge, Distribution of the
Contract, Other Expenses, Application Fee,
Documentation Expense, Special Services
7. General Description of Summary, The Contract, Contract Values
Varaible Annuity Contract and Accounting Before Annuity Commencement
Date, Income Benefits, Payment on Death of
Plan Participant, Withdrawals and Transfers,
Other Contractual Provisions, Contractholders'
Inquiries
8. Annuity Period Income Benefits
9. Death Benefit Payment on Death of Plan Participant,
Federal Tax Status
10. Purchases and Contract Summary, The Contract, Contract Values and
Value Accounting Before Annuity Commencement
Date, Other Contractual Provisions,
Distribution of the Contract
11. Redemptions Summary, Introduction, Income Benefits,
Withdrawals, and Transfers
12. Taxes Summary, Introduction, Income Benefits,
Federal Tax Status
13. Legal Proceedings Legal Proceedings
14. Table of Contents of Table of Contents of the Statement
the Statement of of Additional Information
Additional Information
Part B Statement of Additional Information Caption**
15. Cover Page 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
16. Table of Contents Table of Contents
17. General Information None
and History
18. Services Experts**
19. Purchase of Securities Summary**, Deductions Under
Being Offered the Contracts**, Withdrawals and Transfers**,
Distribution of the Contract**
20. Underwriters Summary**, Distribution of the Contract**,
Underwriting Commissions
21. Calculation of Calculation of Yield and Total Return
Performance Data
22. Annuity Payments Income Benefits**
23. Financial Statements Financial Statements
** Prospectus caption given where appropriate.
<PAGE>
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 May 1, 1996
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 May 1, 1996, 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 30 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.
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 and Example................................................... 6
Condensed Financial Information............................................. 7
Summary .................................................................. 8
Description of Principal Mutual Life Insurance Company ..................... 9
Principal Mutual Life 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....................................... 16
Income Benefits .......................................................... 16
Variable Annuity Payments............................................. 16
Selecting a Variable Annuity .................................... 16
Forms of Variable Annuities ..................................... 16
Basis of Annuity Conversion Rates ............................... 18
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
Withdrawals and Transfers ................................................ 21
Cash Withdrawals ..................................................... 21
Transfers Between Divisions .......................................... 21
Transfers to the Contract ............................................ 21
Transfers to Companion Contract ...................................... 22
Special Situation Involving Alternate Funding Agents ................. 22
Postponement of Cash Withdrawal or Transfer .......................... 22
Loans ............................................................... 22
Other Contractual Provisions ............................................. 22
Contribution Limits .................................................. 22
Assignment ........................................................... 22
Cessation of Contributions ........................................... 23
Substitution of Securities............................................ 23
Changes in the Contract .............................................. 23
Statement of Values......................................................... 23
Services Available by Telephone............................................. 24
Distribution of the Contract................................................ 24
Performance Calculation..................................................... 24
Voting Rights ............................................................. 25
Federal Tax Status.......................................................... 25
Taxes Payable by Owners of Benefits and Annuitants........................ 25
Tax-Deferred Annuity Plans............................................ 26
Public Employee Deferred Compensation Plans........................... 26
401(a) Plans.......................................................... 27
Creditor-Exempt Non-Qualified Plans................................... 27
General Creditor Non-Qualified Plans.................................. 28
Fund Diversification...................................................... 29
State Regulation .......................................................... 29
Legal Opinions ............................................................ 29
Legal Proceedings .......................................................... 29
Registration Statement...................................................... 29
Experts ................................................................... 29
Contractholders' Inquiries.................................................. 29
Table of Contents of the Statement of Additional Information................ 30
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.
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.
EXPENSE TABLE AND EXAMPLE
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 purpose of the 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. 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."
EXPENSE TABLE(1)
Transaction Expenses
Sales Load Imposed on Purchases
(as a percentage of purchase payments) None
Deferred Sales Load (2)
(as a percentage of amount surrendered)
For Withdrawals Occurring During
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/ $31 per Plan Participant + .35% of the
Recordkeeping Charge (2) Annual Average Balance of the
Investment Accounts and Outside
Assets which 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% .06% .66%
Principal Bond Fund .50 .06 .56
Principal Capital Accumulation Fund .49 .02 .51
Principal Emerging Growth Fund .65 .05 .70
Principal Government Securities Fund .50 .05 .55
Principal Growth Fund .50 .08 .58
Principal Money Market Fund .50 .08 .58
Principal World Fund .75 .20 .95
(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. The Company has
filed an application with the Securities and Exchange Commission for an
exemptive order to permit an increase in the mortality and expense risks
charge to .64% and intends to implement this increase, if the order and any
necessary approvals by state regulators are obtained. 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."
<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>
The Owner of Benefits would pay the Balanced $71 $98 $126 $222
following expenses on a $1,000 invest- Bond $70 $95 $121 $212
ment, assuming a 5% annual return on Capital Accumulation $69 $93 $118 $205
assets: Emerging Growth $71 $99 $128 $226
Government Securities $70 $95 $120 $209
Growth $70 $96 $122 $214
Money Market $70 $96 $122 $214
World $74 $107 $141 $253
</TABLE>
<TABLE>
<CAPTION>
If the Investment Accounts which correlate to a Plan Participant are annuitized
at the end of the applicable time period or rate not surrendered:
<S> <C> <C> <C> <C>
The Owner of Benefits would pay the Balanced $19 $60 $103 $222
following expenses on a $1,000 invest- Bond $18 $57 $97 $212
ment, assuming a 5% annual return on Capital Accumulation $18 $55 $94 $205
assets: Emerging Growth $20 $61 $105 $226
Government Securities $18 $56 $96 $209
Growth $18 $57 $99 $214
Money Market $18 $57 $99 $214
World $22 $69 $118 $253
</TABLE>
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.
<TABLE>
<CAPTION>
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
Year Ended December 31, 1995 $ .975 $1.208 327
Period Ended December 31, 1994 (1) 1.000 .975 101
Bond Division
Year Ended December 31, 1995 1.012 1.229 124
Period Ended December 31, 1994 (1) 1.000 1.012 0
Capital Accumulation Division
Year Ended December 31
1995 1.142 1.498 2,336
1994 1.143 1.142 1,638
1993 1.066 1.143 504
1992 (2) 1.000 1.066 14
Emerging Growth Division
Year Ended December 31, 1995 .990 1.270 288
Period Ended December 31, 1994 (1) 1.000 .990 14
Government Securities Division
Year Ended December 31
1995 1.060 1.255 1,890
1994 1.116 1.060 1,575
1993 1.020 1.116 809
1992 (2) 1.000 1.020 15
Growth Division
Year Ended December 31, 1995 1.000 1.249 278
Period Ended December 31, 1994 (1) 1.000 1.000 5
Money Market Division
Year Ended December 31
1995 1.066 1.119 1,143
1994 1.033 1.066 742
1993 1.011 1.033 183
1992 (2) 1.000 1.011 29
World Division
Year Ended December 31, 1995 .957 1.087 160
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>
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 $51.3 billion in assets under management and
serves more than 9.3 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 an 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, transfers from a Premier 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.
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 the $31
($34) portion of the Contract Administration Expense/Recordkeeping Charges
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. The Company has filed an application with the Securities and
Exchange Commission for an exemptive order to permit an increase in the
charge to .64% and intends to implement this increase, if the order and any
necessary approval by state regulators is obtained, subject to the terms of
the contract regarding amendments. 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.
Number of Annual Expense Annual Expense
Members with Ongoing Contributions No Ongoing Contributions
Outside Accounts to Outside Account to any Outside Account
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
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 in the Division or Divisions that are chosen
as of the end of the Valuation Period in which such Contribution is received by
the Company at its home office in Des Moines, Iowa. 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. If
complete allocation instructions are not received by the Company within 105 days
after the initial Contributions are allocated to the Money Market Division, the
Company will remit the Contributions plus any earnings thereon to the
Contractholder. 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 and any waiver or consent
required by applicable state law) 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 do 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. The Separate Account may also advertise total return figures of its
Divisions for a specified period that do not take into account the Contract
Administration Expense/Recordkeeping Charge in order to illustrate performance
applicable to Owners of Benefits when this charge is not deducted from
Investment Accounts.
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 $9,500 (1996 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 Insruance 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>
PART B
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
Statement of Additional Information
dated May 1, 1996
This Statement of Additional Information provides information about
Principal Mutual Life Insurance Company Separate Account B Personal Variable -
Group Variable Annuity Contracts (the "Contract" or the "Contracts") in addition
to the information that is contained in the Contract's Prospectus, dated May 1,
1996.
This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Prospectus, a copy of which can be obtained free
of charge by writing or telephoning:
Princor Financial Services Corporation
A Member of
The Principal Financial Group
Des Moines Iowa 50392-0200
Telephone: 1-800-247-4123
<PAGE>
TABLE OF CONTENTS
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 Insruance Company................................... 22
Report of Independent Auditors.......................................... 41
<PAGE>
INDEPENDENT AUDITORS
Ernst & Young LLP, Des Moines, Iowa, serve as independent auditors for Principal
Mutual Life Insurance Company Separate Account B and Principal Mutual Life
Insurance Company and perform audit and accounting services for Separate Account
B and The Company.
UNDERWRITING COMMISSIONS
Aggregate dollar amount of underwriting commissions paid to and retained by
Princor Financial Services Corporation for all Separate Account B contracts:
Year Paid To Retained by
1995 $5,326,848.77 $26,014.78
1994 $2,347,858.73 $60,600.11
1993 $443,683.87 $95,009.83
CALCULATION OF YIELD AND TOTAL RETURN
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.
From time to time the 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 sales load deducted from purchase payments which, if included, would
reduce the "yield" and "effective yield." For the period ending December 31,
1995, the 7-day annualized and effective yields were 4.5% and 4.6%,
respectively.
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 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.
Assuming the contract had been offered as of the dates indicated in the table
below, the hypothetical average annual total returns for the periods ending
December 31, 1995 are:
With Contingent Deferred
Sales Charge
One Five Ten
Year Year Year
Balanced Division 17.71 13.78 10.75 (1)
Bond Division 15.43 9.43 9.19 (1)
Capital Accumulation Division 24.63 15.05 11.18
Emerging Growth Division 21.89 20.54 15.98 (1)
Government Securities Division 12.50 7.72 8.05 (2)
Growth Division 18.69 13.97 (3) 13.97
Money Market Division -0.26 2.77 4.68
World Division 7.87 2.06 (3) 2.06
Without Contingent Deferred
Sales Charge
One Five Ten
Year Year Year
Balanced Division 23.91 14.24 10.75 (1)
Bond Division 21.50 9.87 9.19 (1)
Capital Accumulation Division 31.19 15.52 11.18
Emerging Growth Division 28.31 21.03 15.98 (1)
Government Securities Division 18.42 8.15 8.05 (2)
Growth Division 24.93 16.98 (3) 16.98
Money Market Division 4.99 3.19 4.68
World Division 13.54 4.76 (3) 4.76
(1) Period from December 18, 1987 - December 31, 1995
(2) Period from April 9, 1987 - December 31, 1995
(3) Period from May 2, 1994 - December 31, 1995
Assuming the contract had been offered as of the dates indicated in the table
below and assuming the Contract Administration Expense/Recordkeeping Charge is
not deducted from Investment Accounts, the hypothetical average annual total
returns for the periods ending December 31, 1995 are:
With Contingent Deferred
Sales Charge
One Five Ten
Year Year Year
Balanced Division
Bond Division
Capital Accumulation Division
Emerging Growth Division
Government Securities Division
Growth Division
Money Market Division
World Division
Without Contingent Deferred
Sales Charge
One Five Ten
Year Year Year
Balanced Division
Bond Division
Capital Accumulation Division
Emerging Growth Division
Government Securities Division
Growth Division
Money Market Division
World Division
(1) Period from December 18, 1987 - December 31, 1995
(2) Period from April 9, 1987 - December 31, 1995
(3) Period from May 2, 1994 - December 31, 1995
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance
Company Separate Account B
Statement of Net Assets
December 31, 1995
Assets
Investments (Note 1):
Aggressive Growth Division:
Principal Aggressive Growth Fund, Inc. - 1,483,620 shares at net asset value of
<S> <C>
$12.94 per share (cost - $18,325,213) $ 19,198,047
Asset Allocation Division:
Principal Asset Allocation Fund, Inc. - 975,797 shares at net asset value of
$11.11 per share (cost - $10,437,689) 10,841,100
Balanced Division:
Principal Balanced Fund, Inc. - 1,522,049 shares at net asset value
of $13.97 per share (cost - $20,112,401) 21,263,022
Bond Division:
Principal Bond Fund, Inc. - 1,588,119 shares at net asset value of $11.73 per
share (cost - $18,122,886) 18,628,633
Capital Accumulation Division:
Principal Capital Accumulation Fund, Inc. - 3,728,696 shares at net asset value
of $27.80 per share (cost - $92,908,561) 103,657,763
Emerging Growth Division:
Principal Emerging Growth Fund, Inc. - 1,665,414 shares at net
asset value of $25.33 per share (cost - $37,189,023) 42,184,948
Government Securities Division:
Principal Government Securities Fund, Inc. - 4,307,388 shares at
net asset value of $10.55 per share (cost - $44,523,062) 45,442,936
Growth Division:
Principal Growth Fund, Inc. - 3,049,334 shares at net asset value of $12.43 per
share (cost - $33,989,529) 37,903,233
Money Market Division:
Principal Money Market Fund, Inc. - 22,309,488 shares at net asset value (cost)
of $1.00 per share 22,309,488
World Division:
Principal World Fund, Inc. - 2,349,081 shares at net asset value of $10.72 per
share (cost - $23,424,723) 25,182,149
===================
Net assets $346,611,319
===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance
Company Separate Account B
Statement of Net Assets (continued)
Unit
Units Value
----------------------------
----------------------------
Net assets are represented by:
Aggressive Growth Division:
Contracts in accumulation period - The Principal
<S> <C> <C> <C>
Variable Annuity 1,323,663 $14.50 $ 19,198,047
Asset Allocation Division:
Contracts in accumulation period - The Principal
Variable Annuity 911,657 11.89 10,841,100
Balanced Division:
Contracts in accumulation period:
Personal Variable 327,372 1.21 395,555
Premier Variable 3,316,975 1.21 4,018,252
The Principal Variable Annuity 1,373,157 12.27 16,849,215
-------------------
-------------------
21,263,022
Bond Division:
Contracts in accumulation period:
Personal Variable 101,036 1.23 124,183
Premier Variable 1,207,749 1.23 1,488,447
The Principal Variable Annuity 1,401,301 12.14 17,016,003
-------------------
-------------------
18,628,633
Capital Accumulation Division:
Currently payable annuity contracts:
Bankers Flexible Annuity 10,014 17.70 177,260
Pension Builder Plus - Rollover IRA 67,563 3.72 251,017
Contracts in accumulation period:
Bankers Flexible Annuity 324,861 17.70 5,751,347
Pension Builder Plus 9,967,305 3.41 33,981,462
Pension Builder Plus - Rollover IRA 2,115,464 3.72 7,859,055
Personal Variable 2,336,347 1.50 3,500,687
Premier Variable 14,824,208 1.51 22,380,360
The Principal Variable Annuity 2,231,777 13.33 29,756,575
-------------------
-------------------
103,657,763
Emerging Growth Division:
Contracts in accumulation period:
Personal Variable 287,939 1.27 365,808
Premier Variable 1,895,863 1.27 2,415,033
The Principal Variable Annuity 3,059,324 12.88 39,404,107
-------------------
-------------------
42,184,948
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance
Company Separate Account B
Statement of Net Assets (continued)
Unit
Units Value
----------------------------
Net assets are represented by (continued):
Government Securities Division:
Contracts in accumulation period:
<S> <C> <C> <C>
Pension Builder Plus 3,738,233 $ 1.84 $ 6,882,964
Pension Builder Plus - Rollover IRA 1,771,981 1.92 3,407,555
Personal Variable 1,889,788 1.26 2,371,868
Premier Variable 7,159,023 1.26 9,053,348
The Principal Variable Annuity 2,023,123 11.73 23,727,201
-------------------
-------------------
45,442,936
Growth Division:
Contracts in accumulation period:
Personal Variable 277,708 1.25 346,944
Premier Variable 2,859,893 1.25 3,582,532
The Principal Variable Annuity 2,619,339 12.97 33,973,757
-------------------
-------------------
37,903,233
Money Market Division:
Contracts in accumulation period:
Pension Builder Plus 1,327,197 1.76 2,339,446
Pension Builder Plus - Rollover IRA 439,501 1.82 797,914
Personal Variable 1,143,063 1.12 1,278,235
Premier Variable 2,958,777 1.13 3,335,350
The Principal Variable Annuity 1,370,204 10.63 14,558,543
-------------------
-------------------
22,309,488
World Division:
Contracts in accumulation period:
Personal Variable 159,698 1.09 173,584
Premier Variable 1,672,346 1.09 1,822,554
The Principal Variable Annuity 2,145,969 10.80 23,186,011
-------------------
-------------------
25,182,149
===================
Net assets $346,611,319
===================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance
Company Separate Account B
Statement of Operations
Year ended December 31, 1995
Aggressive Asset
Growth Allocation Balanced
Combined Division Division Division
--------------------------------------------------------------
--------------------------------------------------------------
Investment income
Income:
<S> <C> <C> <C> <C>
Dividends (Note 1) $ 8,765,352 $ 169,797 $ 363,337 $ 636,546
Capital gains distributions 11,188,947 1,879,337 270,245 392,158
--------------------------------------------------------------
--------------------------------------------------------------
19,954,299 2,049,134 633,582 1,028,704
Expenses (Note 2):
Mortality and expense risks 2,690,588 125,688 80,633 122,571
Administration charges 345,587 7,043 1,214 1,975
Contingent sales charges 227,015 4,176 2,173 4,526
--------------------------------------------------------------
--------------------------------------------------------------
3,263,190 136,907 84,020 129,072
--------------------------------------------------------------
--------------------------------------------------------------
Net investment income 16,691,109 1,912,227 549,562 899,632
Realized and unrealized gains (losses) on
investments (Note 4)
Net realized gains (losses) on investments 2,865,382 448,426 74,402 103,410
Change in net unrealized appreciation/
depreciation of investments 31,314,846 912,921 490,584 1,347,509
--------------------------------------------------------------
==============================================================
Net increase in net assets resulting from
operations $50,871,337 $3,273,574 $1,114,548 $2,350,551
==============================================================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Emerging Government Money Market
Bond Division Accumulation Growth Securities Growth Division Division World Division
Division Division Division
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
$ 918,871 $ 2,051,110 $ 353,883 $2,482,944 $ 495,175 $879,065 $ 414,624
- 8,040,992 330,442 - 257,829 - 17,944
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
918,871 10,092,102 684,325 2,482,944 753,004 879,065 432,568
103,748 950,830 306,214 357,325 258,835 171,164 213,580
1,284 223,785 13,050 64,967 4,604 25,185 2,480
7,310 114,476 10,588 38,738 10,167 26,112 8,749
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
112,342 1,289,091 329,852 461,030 273,606 222,461 224,809
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
806,529 8,803,011 354,473 2,021,914 479,398 656,604 207,759
50,961 1,908,275 241,047 (303,527) 254,149 - 88,239
679,932 12,768,964 5,294,039 3,801,338 3,955,502 - 2,064,057
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
$1,537,422 $23,480,250 $5,889,559 $5,519,725 $4,689,049 $656,604 $2,360,055
===========================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance
Company Separate Account B
Statements of Changes in Net Assets
Years ended December 31, 1995 and 1994
Aggressive Asset
Growth Allocation Balanced
Combined Division Division Division
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Net assets at January 1, 1994 $137,066,766 $ $ $ -
- -
Increase (decrease) in net assets
Operations:
Net investment income 6,189,070 28,335 66,422 151,699
Net realized gains (losses) on investments 145,940 316 (74) (635)
Change in net unrealized appreciation/
depreciation of investments (9,269,736) (40,087) (87,173) (196,888)
----------------------------------------------------------------
----------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations (2,934,726) (11,436) (20,825) (45,824)
Changes from principal transactions:
Purchase payments, less sales charges, per
payment fees and applicable premium taxes 162,307,213 3,729,494 3,048,277 3,914,946
Contract terminations (40,138,840) (3,855) (100) -
Death benefit payments (45,257) (4,629) - -
Flexible withdrawal option payments (98,120) (1,190) (1,931) (4,660)
Transfer payments to other contracts (78,225,382) (23,882) - (44,750)
Annuity payments (45,771) - - -
Mortality guarantee transfer (1,830) - - -
----------------------------------------------------------------
----------------------------------------------------------------
Increase (decrease) in net assets from principal
transactions 43,752,013 3,695,938 3,046,246 3,865,536
----------------------------------------------------------------
----------------------------------------------------------------
Total increase (decrease) 40,817,287 3,684,502 3,025,421 3,819,712
----------------------------------------------------------------
Net assets at December 31, 1994 177,884,053 3,684,502 3,025,421 3,819,712
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Emerging Government Money Market
Bond Division Accumulation Growth Securities Growth Division Division World Division
Division Division Division
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
$ $96,467,365 $ $29,762,953 $ $10,836,448 $
- - - -
194,093 3,292,499 322,224 1,751,663 51,605 277,374 53,156
267 671,701 (1,080) (527,977) 5,584 - (2,162)
(174,185) (4,877,919) (298,114) (3,246,941) (41,798) - (306,631)
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
20,175 (913,719) 23,030 (2,023,255) 15,391 277,374 (255,637)
3,076,098 29,730,601 10,224,130 19,469,052 8,448,347 71,213,235 9,453,033
- (26,290,355) (5,153) (10,515,456) (5,272) (3,308,423) (10,226)
- (11,029) (14,169) (3,039) (4,690) - (7,701)
(2,423) (3,620) (26,751) (7,540) (23,355) - (26,650)
(37,501) (9,201,231) (235,391) (6,409,017) (329,097) (61,909,148) (35,365)
- (45,771) - - - - -
- (1,830) - - - - -
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
3,036,174 (5,823,235) 9,942,666 2,534,000 8,085,933 5,995,664 9,373,091
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
3,056,349 (6,736,954) 9,965,696 510,745 8,101,324 6,273,038 9,117,454
- -----------------------------------------------------------------------------------------------------------
3,056,349 89,730,411 9,965,696 30,273,698 8,101,324 17,109,486 9,117,454
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance
Company Separate Account B
Statements of Changes in Net Assets (continued)
Aggressive Asset
Growth Allocation Balanced
Combined Division Division Division
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Net assets at January 1, 1995 $177,884,053 $ 3,684,502 $ 3,025,421 $ 3,819,712
Increase (decrease) in net assets
Operations:
Net investment income 16,691,109 1,912,227 549,562 899,632
Net realized gains (losses) on investments 2,865,382 448,426 74,402 103,410
Change in net unrealized appreciation/
depreciation of investments 31,314,846 912,921 490,584 1,347,509
----------------------------------------------------------------
----------------------------------------------------------------
Net increase in net assets resulting from
operations 50,871,337 3,273,574 1,114,548 2,350,551
Changes from principal transactions:
Purchase payments, less sales charges, per
payment fees and applicable premium taxes 283,284,033 14,908,019 7,493,760 17,579,517
Contract terminations (51,871,322) (147,494) (76,769) (243,855)
Death benefit payments (616,609) (111,616) (30,363) (22,485)
Flexible withdrawal option payments (591,573) (23,563) (12,654) (56,396)
Transfer payments to other contracts (112,300,367) (2,385,375) (672,843) (2,164,022)
Annuity payments (48,233) - - -
----------------------------------------------------------------
----------------------------------------------------------------
Increase (decrease) in net assets from principal
transactions 117,855,929 12,239,971 6,701,131 15,092,759
----------------------------------------------------------------
----------------------------------------------------------------
Total increase 168,727,266 15,513,545 7,815,679 17,443,310
----------------------------------------------------------------
================================================================
Net assets at December 31, 1995 $346,611,319 $19,198,047 $10,841,100 $21,263,022
================================================================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Emerging Government Money Market
Bond Division Accumulation Growth Securities Growth Division World Division
Division Division Division Division
- -----------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 3,056,349 $ 89,730,411 $ 9,965,696 $30,273,698 $ 8,101,324 $17,109,486 $ 9,117,454
806,529 8,803,011 354,473 2,021,914 479,398 656,604 207,759
50,961 1,908,275 241,047 (303,527) 254,149 - 88,239
679,932 12,768,964 5,294,039 3,801,338 3,955,502 - 2,064,057
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
1,537,422 23,480,250 5,889,559 5,519,725 4,689,049 656,604 2,360,055
15,702,412 37,285,598 28,874,128 24,062,104 29,628,926 92,190,303 15,559,266
(274,508) (34,074,636) (420,250) (9,547,633) (428,438) (6,320,639) (337,100)
(44,089) (80,185) (14,885) (129,425) (44,665) (97,824) (41,072)
(73,005) (87,530) (52,968) (96,784) (50,522) (85,680) (52,471)
(1,275,948) (12,547,912) (2,056,332) (4,638,749) (3,992,441) (81,142,762) (1,423,983)
- (48,233) - - - - -
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
14,034,862 (9,552,898) 26,329,693 9,649,513 25,112,860 4,543,398 13,704,640
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
15,572,284 13,927,352 32,219,252 15,169,238 29,801,909 5,200,002 16,064,695
- -------------------------------------------------------------------------------------------------------------
=============================================================================================================
$18,628,633 $103,657,763 $42,184,948 $45,442,936 $37,903,233 $22,309,488 $25,182,149
=============================================================================================================
</TABLE>
<PAGE>
Principal Mutual Life Insurance
Company Separate Account B
Notes to Financial Statements
December 31, 1995
1. Investment and Accounting Policies
Principal Mutual Life Insurance Company Separate Account B is a segregated
investment account of Principal Mutual Life Insurance Company (Principal Mutual)
and is registered under the Investment Company Act of 1940 as a unit investment
trust, with no stated limitations on the number of authorized units. As directed
by eligible contractholders, Separate Account B invests solely in shares of
Principal Aggressive Growth Fund, Inc., Principal Asset Allocation Fund, Inc.,
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., diversified open-end
management investment companies organized by Principal Mutual. Investments are
stated at the closing net asset values per share on December 31, 1995.
The average cost method is used to determine realized gains and losses on
investments. Dividends are taken into income on an accrual basis as of the
ex-dividend date.
Principal Mutual no longer accepts contributions for Bankers Flexible Annuity
contracts. Beginning in early 1996, it is anticipated that contributions will
also no longer be accepted for Pension Builder Plus contracts, with transfer and
withdrawal options of affected contractholders to be communicated at that time.
2. Expenses
Principal Mutual is compensated for the following expenses:
Bankers Flexible Annuity Contracts - Mortality and expense risks assumed by
Principal Mutual are compensated for by a charge equivalent to an annual rate of
0.48% of the asset value of each contract. An annual administration charge of $7
for each participant's account is deducted as compensation for administrative
expenses. The mortality and expense risk and annual administration charges
amounted to $26,286 and $1,187, respectively, during the year ended December 31,
1995. A sales charge of up to 7% was deducted from each contribution made on
behalf of each participant. The sales charge was deducted from the contributions
by Principal Mutual prior to their transfer to Separate Account B.
Pension Builder Plus Contracts - Mortality and expense risks assumed by
Principal Mutual are compensated for by a charge equivalent to an annual rate of
1.4965% (1.0001% for a Rollover Individual Retirement Annuity) of the asset
value of each contract. A contingent sales charge of up to 7% may be deducted
from withdrawals made during the first 10 years of a contract, except for death
or permanent disability. An annual administration charge will be deducted
ranging from a minimum of $25 to a maximum of $275 depending upon a
participant's investment account values and the
<PAGE>
Principal Mutual Life Insurance
Company Separate Account B
Notes to Financial Statements (continued)
2. Expenses (continued)
number of participants under the retirement plan and their participant
investment account value. The charges for mortality and expense risks,
contingent sales, and annual administration amounted to $836,135, $131,273, and
$285,909, respectively, during the year ended December 31, 1995.
Personal Variable Contracts - Mortality and expense risks assumed by Principal
Mutual are compensated for by a charge equivalent to an annual rate of 0.55% of
the asset value of each contract. A contingent sales charge of up to 5% may be
deducted from withdrawals from an investment account which correlates to a plan
participant made during the first seven years from the date the first
contribution which relates to such participant is accepted by Principal Mutual.
This charge does not apply to withdrawals made from investment accounts which
correlate to a plan participant as a result of the plan participant's death or
permanent disability. An annual administration charge of $31 (1994 - $28) for
each participant's account plus 0.35% of the annual average balance of
investment account values which correlate to a plan participant will be deducted
on a quarterly basis. The charges for mortality and expense risks, contingent
sales and annual administration amounted to $29,903, $16,882, and $17,673,
respectively, during the year ended December 31, 1995.
Premier Variable Contracts - Mortality and expense risks assumed by Principal
Mutual are compensated for by a charge equivalent to an annual rate of 0.33% of
the asset value of each contract. An annual administration charge of $300 for
each contract account plus .35% of the annual average balance of investment
account values under the contract will be billed or deducted on a quarterly
basis. The charges for mortality expense risks and annual administration
amounted to $117,935 and $1,813, respectively, during the year ended December
31, 1995. There were no contingent sales charges provided for in these
contracts.
The Principal Variable Annuity (initially available in 1994) - Mortality and
expense risks assumed by Principal Mutual are compensated for by a charge
equivalent to an annual rate of 1.25% of the asset value of each contract. A
contingent sales charge of up to 6% may be deducted from the withdrawals made
during the first six years of a contract, except for death, annuitization,
permanent disability, confinement in a health care facility, or terminal
illness. An annual administration charge of the lessor of two percent of the
accumulated value or $30 is deducted at the end of the contract year. Principal
Mutual reserves the right to charge an additional administrative fee of up to
0.15% of the asset value of each Division. This fee is currently being waived.
The mortality expense risks, contingent sales, and annual administration
amounted to $1,680,329, $78,860, and $39,005, respectively, during the year
ended December 31, 1995.
3. Federal Income Taxes
Operations of Separate Account B are a part of the operations of Principal
Mutual. Under current practice, no federal income taxes are allocated by
Principal Mutual to the operations of Principal Mutual Life Insurance Company
Separate Account B.
<PAGE>
Principal Mutual Life Insurance
Company Separate Account B
Notes to Financial Statements (continued)
4. Purchases and Sales of Investment Securities
<TABLE>
<CAPTION>
The aggregate units and cost of purchases and proceeds from sales of investments
were as follows:
Year ended December 31, 1995
----------------------------------------------------------------------
Units Amount Units Amount
Purchased Purchased Redeemed Redeemed
----------------------------------------------------------------------
----------------------------------------------------------------------
Aggressive Growth Division:
<S> <C> <C> <C> <C>
The Principal Variable Annuity 1,162,971 $16,957,154 201,095 $ 2,804,956
Asset Allocation Division:
The Principal Variable Annuity 678,626 8,127,343 70,172 876,650
Balanced Division:
Personal Variable 334,553 385,447 11,639 14,109
Premier Variable 4,677,390 5,246,438 1,485,326 1,592,984
The Principal Variable Annuity 1,080,849 12,976,336 78,060 1,008,737
----------------------------------------------------------------------
----------------------------------------------------------------------
6,092,792 18,608,221 1,575,025 2,615,830
Bond Division:
Personal Variable 123,065 148,020 22,243 25,730
Premier Variable 1,840,967 2,123,674 663,884 722,145
The Principal Variable Annuity 1,184,200 14,349,589 83,479 1,032,017
----------------------------------------------------------------------
----------------------------------------------------------------------
3,148,232 16,621,283 769,606 1,779,892
Capital Accumulation Division:
Bankers Flexible Annuity (2,074) 586,673 26,790 484,160
Pension Builder Plus 1,177,659 6,843,608 7,859,266 22,762,416
Pension Builder Plus - Rollover IRA
1,886,220 1,378,668 5,357,391 11,244,730
Personal Variable 1,106,595 1,748,682 408,298 529,070
Premier Variable 9,404,706 13,956,170 8,547,118 10,455,522
The Principal Variable Annuity 1,739,038 22,863,899 206,288 2,651,689
----------------------------------------------------------------------
----------------------------------------------------------------------
15,312,144 47,377,700 22,405,151 48,127,587
Emerging Growth Division:
Personal Variable 292,833 348,128 18,735 22,981
Premier Variable 2,320,114 2,651,113 543,652 613,426
The Principal Variable Annuity 2,252,301 26,559,212 165,780 2,237,880
----------------------------------------------------------------------
----------------------------------------------------------------------
4,865,248 29,558,453 728,167 2,874,287
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance
Company Separate Account B
Notes to Financial Statements (continued)
4. Purchases and Sales of Investment Securities (continued)
Year ended December 31, 1995
----------------------------------------------------------------------
Units Amount Units Amount
Purchased Purchased Redeemed Redeemed
----------------------------------------------------------------------
Government Securities Division:
<S> <C> <C> <C> <C>
Pension Builder Plus 586,364 $ 1,344,275 2,795,319 $ 4,747,357
Pension Builder Plus - Rollover IRA
117,394 407,431 2,462,194 4,357,297
Personal Variable 724,111 966,857 408,940 483,072
Premier Variable 4,015,136 5,118,317 3,286,750 3,736,310
The Principal Variable Annuity 1,576,129 18,708,169 125,206 1,549,586
----------------------------------------------------------------------
----------------------------------------------------------------------
7,019,134 26,545,049 9,078,409 14,873,622
Growth Division:
Personal Variable 288,529 338,347 15,831 18,761
Premier Variable 3,384,751 3,805,395 634,749 707,988
The Principal Variable Annuity 2,193,600 26,238,189 338,161 4,062,924
----------------------------------------------------------------------
----------------------------------------------------------------------
5,866,880 30,381,931 988,741 4,789,673
Money Market Division:
Pension Builder Plus 259,307 585,027 928,805 1,623,965
Pension Builder Plus - Rollover IRA
73,307 206,073 1,861,305 3,275,611
Personal Variable 4,808,023 5,271,738 4,407,096 4,786,833
Premier Variable 19,308,743 21,221,953 18,140,572 19,805,796
The Principal Variable Annuity 6,262,716 65,784,577 5,594,373 58,377,161
----------------------------------------------------------------------
----------------------------------------------------------------------
30,712,096 93,069,368 30,932,151 87,869,366
World Division:
Personal Variable 147,751 154,436 9,257 10,003
Premier Variable 2,079,728 2,137,579 544,500 566,419
The Principal Variable Annuity 1,337,260 13,699,818 126,959 1,503,012
----------------------------------------------------------------------
----------------------------------------------------------------------
3,564,739 15,991,833 680,716 2,079,434
----------------------------------------------------------------------
======================================================================
78,422,862 $303,238,335 67,429,233 $168,691,297
======================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance
Company Separate Account B
Notes to Financial Statements (continued)
4. Purchases and Sales of Investment Securities (continued)
Year ended December 31, 1994
----------------------------------------------------------------------
Units Amount Units Amount
Purchased Purchased Redeemed Redeemed
----------------------------------------------------------------------
----------------------------------------------------------------------
Aggressive Growth Division:
<S> <C> <C> <C> <C>
The Principal Variable Annuity 365,021 $ 3,764,495 3,234 $ 40,222
Asset Allocation Division:
The Principal Variable Annuity 303,404 3,120,664 201 7,996
Balanced Division:
Personal Variable 4,458 4,510 - 1
Premier Variable 134,069 137,040 9,158 9,075
The Principal Variable Annuity 374,366 3,932,274 3,998 47,513
----------------------------------------------------------------------
----------------------------------------------------------------------
512,893 4,073,824 13,156 56,589
Bond Division:
Personal Variable 214 229 - -
Premier Variable 30,684 32,652 18 27
The Principal Variable Annuity 304,552 3,243,070 3,972 45,657
----------------------------------------------------------------------
----------------------------------------------------------------------
335,450 3,275,951 3,990 45,684
Capital Accumulation Division:
Bankers Flexible Annuity 2,374 301,977 51,727 734,507
Pension Builder Plus 2,446,494 9,006,081 7,066,481 19,561,666
Pension Builder Plus - Rollover IRA
949,817 3,764,900 3,969,948 11,681,145
Personal Variable 1,472,634 1,771,211 339,067 396,040
Premier Variable 10,159,761 12,414,226 4,172,940 4,837,072
The Principal Variable Annuity 704,037 7,483,988 5,010 62,689
----------------------------------------------------------------------
----------------------------------------------------------------------
15,735,117 34,742,383 15,605,173 37,273,119
Emerging Growth Division:
Personal Variable 13,841 14,069 - 6
Premier Variable 122,378 124,838 2,977 2,976
The Principal Variable Annuity 1,000,413 10,426,294 27,610 297,329
----------------------------------------------------------------------
----------------------------------------------------------------------
1,136,632 10,565,201 30,587 300,311
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance
Company Separate Account B
Notes to Financial Statements (continued)
4. Purchases and Sales of Investment Securities (continued)
Year ended December 31, 1994
----------------------------------------------------------------------
Units Amount Units Amount
Purchased Purchased Redeemed Redeemed
----------------------------------------------------------------------
Government Securities Division:
<S> <C> <C> <C> <C>
Pension Builder Plus 1,705,948 $ 3,472,965 3,191,017 $ 5,229,829
Pension Builder Plus - Rollover IRA
1,343,428 2,767,254 5,104,801 8,454,316
Personal Variable 1,592,426 1,856,027 826,327 909,485
Premier Variable 6,358,242 7,432,287 2,480,866 2,736,826
The Principal Variable Annuity 582,127 6,197,216 9,927 109,630
----------------------------------------------------------------------
----------------------------------------------------------------------
11,582,171 21,725,749 11,612,938 17,440,086
Growth Division:
Personal Variable 5,010 5,023 - 1
Premier Variable 109,908 110,749 17 35
The Principal Variable Annuity 798,340 8,399,024 34,440 377,222
----------------------------------------------------------------------
----------------------------------------------------------------------
913,258 8,514,796 34,457 377,258
Money Market Division:
Pension Builder Plus 824,944 1,537,336 1,733,074 2,976,732
Pension Builder Plus - Rollover IRA
658,567 1,300,232 1,324,777 2,327,495
Personal Variable 6,290,739 6,573,245 5,731,682 5,968,932
Premier Variable 31,282,964 32,799,567 30,393,364 31,815,309
The Principal Variable Annuity 2,902,432 29,495,563 2,200,571 22,344,437
----------------------------------------------------------------------
----------------------------------------------------------------------
41,959,646 71,705,943 41,383,468 65,432,905
World Division:
Personal Variable 21,212 21,051 8 18
Premier Variable 137,240 135,769 122 151
The Principal Variable Annuity 944,065 9,365,533 8,397 95,937
----------------------------------------------------------------------
----------------------------------------------------------------------
1,102,517 9,522,353 8,527 96,106
----------------------------------------------------------------------
======================================================================
73,946,109 $171,011,359 68,695,731 $121,070,276
======================================================================
</TABLE>
Purchases include reinvested dividends and capital gains.
Money Market purchases include transactions where investment allocations are not
known at the time of the deposit. Redemptions reflect subsequent allocations to
directed investment divisions.
<PAGE>
Principal Mutual Life Insurance
Company Separate Account B
Notes to Financial Statements (continued)
5. Net Assets
<TABLE>
<CAPTION>
Net assets at December 31, 1995 consisted of the following:
Accumulated Net Net Unrealized
Investment Appreciation
Unit Income of Investments
Combined Transactions
-------------------------------------------------------------------
Aggressive Growth Division:
<S> <C> <C> <C> <C>
The Principal Variable Annuity $ 19,198,047 $16,585,472 $ 1,739,741 $ 872,834
Asset Accumulation Division:
The Principal Variable Annuity 10,841,100 9,858,412 579,277 403,411
Balanced Division:
Personal Variable 395,555 359,859 16,939 18,757
Premier Variable 4,018,252 3,685,129 130,683 202,440
The Principal Variable Annuity 16,849,215 15,107,991 811,800 929,424
-------------------------------------------------------------------
-------------------------------------------------------------------
21,263,022 19,152,979 959,422 1,150,621
Bond Division:
Personal Variable 124,183 118,401 4,895 887
Premier Variable 1,488,447 1,397,785 50,150 40,512
The Principal Variable Annuity 17,016,003 15,672,902 878,753 464,348
-------------------------------------------------------------------
-------------------------------------------------------------------
18,628,633 17,189,088 933,798 505,747
Capital Accumulation Division:
Bankers Flexible Annuity 5,928,607 1,372,769 3,151,941 1,403,897
Pension Builder Plus 33,981,462 22,315,837 7,447,921 4,217,704
Pension Builder Plus - Rollover IRA
8,110,072 5,394,422 1,747,988 967,662
Personal Variable 3,500,687 2,876,197 329,409 295,081
Premier Variable 22,380,360 18,395,190 2,038,475 1,946,695
The Principal Variable Annuity 29,756,575 25,472,959 2,365,453 1,918,163
-------------------------------------------------------------------
-------------------------------------------------------------------
103,657,763 75,827,374 17,081,187 10,749,202
Emerging Growth Division:
Personal Variable 365,808 336,153 4,506 25,149
Premier Variable 2,415,033 2,161,763 31,411 221,859
The Principal Variable Annuity 39,404,107 34,039,475 615,715 4,748,917
-------------------------------------------------------------------
-------------------------------------------------------------------
42,184,948 36,537,391 651,632 4,995,925
Government Securities Division:
Pension Builder Plus 6,882,964 5,704,191 991,052 187,721
Pension Builder Plus - Rollover IRA
3,407,555 2,825,811 531,974 49,770
Personal Variable 2,371,868 2,174,499 165,545 31,824
Premier Variable 9,053,348 8,177,753 654,665 220,930
The Principal Variable Annuity 23,727,201 21,870,768 1,426,804 429,629
-------------------------------------------------------------------
-------------------------------------------------------------------
45,442,936 40,753,022 3,770,040 919,874
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance
Company Separate Account B
Notes to Financial Statements (continued)
5. Net Assets (continued)
Accumulated Net Net Unrealized
Investment Appreciation
Unit Income of Investments
Combined Transactions
-------------------------------------------------------------------
Growth Division:
<S> <C> <C> <C> <C>
Personal Variable $ 346,944 $ 320,239 $ 5,282 $ 21,423
Premier Variable 3,582,532 3,184,495 54,938 343,099
The Principal Variable Annuity 33,973,757 30,003,254 421,321 3,549,182
-------------------------------------------------------------------
37,903,233 33,507,988 481,541 3,913,704
Money Market Division:
Pension Builder Plus 2,339,446 2,142,956 196,490 -
Pension Builder Plus - Rollover IRA
797,914 727,279 70,635 -
Personal Variable 1,278,235 1,269,540 8,695 -
Premier Variable 3,335,350 3,314,495 20,855 -
The Principal Variable Annuity 14,558,543 14,487,342 71,201 -
-------------------------------------------------------------------
-------------------------------------------------------------------
22,309,488 21,941,612 367,876 -
World Division:
Personal Variable 173,584 163,826 2,034 7,724
Premier Variable 1,822,554 1,708,566 21,627 92,361
The Principal Variable Annuity 23,186,011 21,301,001 227,669 1,657,341
-------------------------------------------------------------------
-------------------------------------------------------------------
25,182,149 23,173,393 251,330 1,757,426
-------------------------------------------------------------------
===================================================================
$346,611,319 $294,526,731 $26,815,844 $25,268,744
===================================================================
</TABLE>
<PAGE>
Report of Independent Auditors
Board of Directors and Participants
Principal Mutual Life Insurance Company
We have audited the accompanying statement of net assets of Principal Mutual
Life Insurance Company Separate Account B (comprising, respectively, the
Aggressive Growth, Asset Allocation, Balanced, Bond, Capital Accumulation,
Emerging Growth, Government Securities, Growth, Money Market and World
Divisions) as of December 31, 1995, and the related statements of operations for
the year then ended, and changes in net assets for each of the two years in the
period then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995, by correspondence with
the transfer agent. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Principal Mutual Life Insurance
Company Separate Account B at December 31, 1995, and the results of its
operations for the year then ended, and the changes in its net assets for each
of the two years in the period then ended, in conformity with generally accepted
accounting principles.
Ernst & Young LLP
February 7, 1996
<PAGE>
Principal Mutual Life Insurance Company
Statements of Financial Position
December 31
1995 1994
---------------------------
(In Millions)
Assets
Bonds $21,798 $20,626
Preferred stocks 93 69
Common stocks 1,330 914
Investment in subsidiaries 546 501
Commercial mortgage loans 9,794 8,901
Residential mortgage loans 234 287
Investment real estate 1,313 1,155
Properties held for Company use 204 159
Policy loans 711 683
Cash and short-term investments 913 485
Accrued investment income 467 468
Separate account assets 12,957 9,197
Other assets 908 672
---------------------------
Total assets $51,268 $44,117
===========================
Liabilities
Insurance reserves $ 6,297 $ 6,007
Annuity reserves 25,770 24,311
Reserves for policy dividends 578 583
Other policy liabilities 748 618
Investment valuation reserves 1,041 792
Tax liabilities 241 189
Separate account liabilities 12,891 9,099
Other liabilities 1,494 591
---------------------------
Total liabilities 49,060 42,190
Surplus
Surplus notes 298 298
Unassigned and other surplus funds 1,910 1,629
---------------------------
Total surplus 2,208 1,927
---------------------------
Total liabilities and surplus $51,268 $44,117
===========================
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance Company
Statements of Operations and Surplus
Year ended December 31
1995 1994 1993
------------------------------------------
(In Millions)
Income
<S> <C> <C> <C>
Premiums and annuity and other considerations $11,940 $10,718 $ 9,983
Net income from investments 2,651 2,520 2,369
Other income 25 505 18
------------------------------------------
Total income 14,616 13,743 12,370
Benefits and expenses
Benefit payments other than dividends 9,268 8,211 6,729
Dividends to policyowners 309 317 410
Additions to policyowner reserves 3,439 3,756 3,890
Insurance expenses and taxes 1,199 1,145 1,029
------------------------------------------
Total benefits and expenses 14,215 13,429 12,058
------------------------------------------
Income before federal income taxes and realized capital gains
(losses) 401 314 312
Federal income taxes 140 130 48
------------------------------------------
Net gain from operations before realized capital gains (losses)
261 184 264
Realized capital gains (losses) 2 (32) (52)
------------------------------------------
Net income $ 263 $ 152 $ 212
==========================================
Surplus
Surplus at beginning of year $ 1,927 $ 1,641 $ 1,440
Net income 263 152 212
Issuance of surplus notes - 298 -
Increase in investment valuation reserves (249) (131) (43)
Increase in non-admitted assets and related items (45) (51) (59)
Net unrealized capital gains 326 47 57
Adjustment for prior years' federal income taxes - (63) -
Net policyowner reserve adjustments 1 31 18
Other adjustments - net (15) 3 16
------------------------------------------
Surplus at end of year $ 2,208 $ 1,927 $ 1,641
==========================================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance Company
Statements of Cash Flows
Year ended December 31
1995 1994 1993
------------------------------------------
(In Millions)
CASH PROVIDED
Proceeds from operating activities
<S> <C> <C> <C>
Premiums and annuity and other considerations received $11,923 $10,711 $ 9,967
Net investment income received 2,723 2,509 2,421
Benefit payments other than dividends (9,277) (8,186) (6,700)
Dividends paid to policyowners (317) (293) (396)
Insurance expenses and taxes paid (1,198) (1,159) (1,007)
Federal income taxes paid (125) (67) (119)
Transfers for separate account operations (1,549) (1,396) (1,120)
Other (3) 7 (5)
------------------------------------------
Net cash provided from operations 2,177 2,126 3,041
Proceeds from investments sold, matured or repaid
Bonds and stocks 12,028 10,951 20,072
Mortgage loans 1,276 2,043 6,852
Real estate and other invested assets 70 168 37
Tax on capital gains (22) (25) (29)
------------------------------------------
Total cash provided from investments 13,352 13,137 26,932
Issuance of surplus notes - 298 -
Other cash provided 793 - 85
------------------------------------------
Total cash provided 16,322 15,561 30,058
CASH APPLIED
Cost of investments acquired
Bonds and stocks acquired (13,234) (13,709) (22,434)
Mortgage loans acquired or originated (2,265) (1,611) (7,253)
Real estate and other invested assets acquired (195) (91) (132)
------------------------------------------
Total cash applied to investments (15,694) (15,411) (29,819)
Other cash applied (200) (135) (72)
------------------------------------------
Total cash applied (15,894) (15,546) (29,891)
SHORT-TERM BORROWINGS
Proceeds of short-term borrowings 990 3,152 1,743
Repayment of short-term borrowings (990) (3,152) (1,743)
------------------------------------------
Net cash provided by short-term borrowings - - -
------------------------------------------
Net increase in cash and short-term investments 428 15 167
Cash and short-term investments at beginning of year 485 470 303
------------------------------------------
Cash and short-term investments at end of year $ 913 $ 485 $ 470
==========================================
See accompanying notes.
</TABLE>
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements
December 31, 1995
1. Nature of Operations and Significant Accounting Policies
Description of Business
Principal Mutual Life Insurance Company (the Company) is primarily engaged in
the marketing and management of life insurance, annuity, health and pension
products. In addition, the Company provides various other financial services
through its subsidiaries.
Use of Estimates in the Preparation of Financial Statements
The preparation of the Company's financial statements and accompanying notes
requires management to make estimates and assumptions that affect the amounts
reported and disclosed. These estimates and assumptions could change in the
future as more information becomes known, which could impact the amounts
reported and disclosed in the financial statements and accompanying notes.
Basis of Presentation
The Company's financial statements have been prepared on the basis of accounting
practices prescribed or permitted by the Insurance Division of the Department of
Commerce of the State of Iowa (statutory accounting practices), which practices
are currently regarded as generally accepted accounting principles (GAAP) for
mutual life insurance companies.
Beginning in 1996, however, under the requirements of Financial Accounting
Standards Board (FASB) Interpretation No. 40, "Applicability of Generally
Accepted Accounting Principles to Mutual Life Insurance and Other Enterprises,"
as amended, financial statements prepared on the basis of statutory accounting
practices will no longer be described as prepared "in conformity with GAAP." The
Accounting Standards Executive Committee of the American Institute of Certified
Public Accountants and the FASB issued authoritative accounting and reporting
pronouncements in January 1995, effective for calendar year 1996, addressing how
mutual life insurance companies should account for certain insurance activities.
Applying the provisions of these authoritative accounting and reporting
pronouncements may result in surplus and net income that differ from the amounts
reported under existing statutory accounting practices. The Company has not yet
determined the impact of these pronouncements on its financial statements. The
Company plans to issue general-purpose financial statements for calendar year
1996 that follow these authoritative pronouncements and will be described as
prepared in conformity with GAAP. These statutory-basis financial statements,
however, will continue to be required by insurance regulatory authorities.
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
1. Nature of Operations and Significant Accounting Policies (continued)
The National Association of Insurance Commissioners (NAIC) currently is in the
process of recodifying statutory accounting practices, the result of which is
expected to constitute the only source of "prescribed" statutory accounting
practices. Accordingly, that project, which is not expected to be completed
before 1997, will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the Company
uses to prepare its statutory-basis financial statements.
Subsidiaries
Investment in subsidiaries is reported at equity in net assets determined on a
statutory basis for insurance subsidiaries and on the basis of prescribed
valuation alternatives for non-insurance subsidiaries, resulting in carrying
values periodically approved by the Securities Valuation Office of the NAIC.
Total assets of these unconsolidated subsidiaries amounted to $2.6 billion at
December 31, 1995 and $2.1 billion at December 31, 1994, and total revenues were
$1,190 million in 1995, $911 million in 1994 and $669 million in 1993. During
1995, 1994 and 1993, the Company included $(48) million, $(2) million and $(37)
million, respectively, in net income from investments representing the current
year net losses of its subsidiaries.
Investments
Investments in bonds, short-term investments, and commercial and residential
mortgage loans are reported principally at cost (unpaid principal balance),
adjusted for amortization of premiums and accrual of discounts, both computed
using the interest method; policy loans and investments in preferred stocks
primarily at cost; common stocks at market value based on the latest quoted
market prices; and investments in real estate and properties held for Company
use generally at cost less encumbrances and accumulated depreciation. For the
loan-backed and structured securities included in the bond portfolio, the
Company recognizes income using the prospective method which results in a new
constant effective yield based on currently anticipated prepayments as
determined by broker-dealer surveys or internal estimates. Properties acquired
through loan foreclosures with cumulative carrying values of $946 million at
December 31, 1995, and $830 million at December 31, 1994, are recorded at the
lower of cost (principal balance of the former mortgage loan) or fair market
value at the time of foreclosure or receipt of deed in lieu of foreclosure. This
becomes the new cost basis of the real estate and is subject to further
potential carrying value reductions as a result of depreciation and quarterly
valuation determinations. Depreciation expense is computed primarily on the
basis of accelerated and straight-line methods over the estimated useful lives
of the assets. Other admitted assets are valued as prescribed by the Iowa
Insurance laws. Net realized capital gains and losses on investments are
determined using the specific identification basis.
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
1. Nature of Operations and Significant Accounting Policies (continued)
The Asset Valuation Reserve (AVR) provides a reserve for losses from investments
in bonds, preferred and common stocks, mortgage loans, real estate, and other
invested assets, with related increases or decreases being recorded directly to
surplus. At December 31, 1995 and 1994, the AVR was $1,041 million and $792
million, respectively. At both December 31, 1995 and 1994, other liabilities
include additional investment reserves of $36 million and $51 million,
respectively, of which $9 million is required by statutory accounting practices
as a provision for potential losses on specific mortgages in default. Unrealized
capital gains and losses on investments, including changes in mortgage and
security reserves, are recorded directly in surplus. Comparable adjustments are
also made to the AVR.
The Interest Maintenance Reserve (IMR) primarily defers certain interest-related
gains and losses (net of tax) on fixed income securities which are amortized
into net income from investments over the estimated remaining lives of the
investments sold. At December 31, 1995 and 1994, the IMR, which is included in
other liabilities, was $109 million and $52 million, respectively.
In connection with preparation of its statement of cash flows, the Company
considers all highly liquid investments with a maturity of one year or less when
purchased to be short-term investments.
Fair Values of Financial Instruments
The Company has accumulated information to disclose the fair values of certain
financial instruments, whether or not recognized in the statement of financial
position, as required by the FASB. The FASB excludes certain financial
instruments and all nonfinancial instruments from its disclosure requirements.
The aggregate fair value asset amounts for investments (including cash and
short-term investments, policy loans and accrued investment income and excluding
investment in subsidiaries and investment real estate) are presented in Note 2
(carrying value: 1995 - $35.3 billion, 1994 - $32.4 billion; fair value: 1995 -
$37.5 billion, 1994 - $31.9 billion). Fair value information for derivatives
held or issued for purposes other than trading is presented in Note 3.
Information for certain of the Company's reserves and liabilities that are
investment-type contracts (insurance, annuity and other policy contracts that do
not involve significant mortality or morbidity risk) is presented in Note 4
(carrying value: 1995 - $21.4 billion, 1994 - $20.0 billion; fair value: 1995 -
$22.0 billion, 1994 - $19.5 billion). Those referenced notes also describe the
methods and assumptions utilized by the Company in estimating its fair value
disclosures for financial instruments. Those techniques utilized in estimating
the fair values of financial instruments are affected by the assumptions used,
including discount rates and estimates of the amount and timing of future cash
flows. Care should be exercised in deriving conclusions about the Company's
business, its value or financial position based on the fair value information of
certain financial instruments presented in the referenced notes.
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
1. Nature of Operations and Significant Accounting Policies (continued)
Futures and Forward Contracts and Interest Rate and Equity Swaps
The Company uses financial futures contracts, forward purchase commitments and
interest rate swaps to hedge risks associated with interest rate fluctuations
and uses equity swaps to hedge risks associated with market fluctuations of
certain unaffiliated common stocks. Realized capital gains and losses on those
contracts which hedge risks associated with interest rate fluctuations are
amortized over the remaining lives of the underlying assets, primarily by
including them in the IMR. Realized capital gains and losses on equity swaps are
recognized in the period incurred.
Reserves for Insurance, Annuity and Accident and Health Policies
The reserves for life, health and annuity policies, all developed by actuarial
methods, are established and maintained on the basis of mortality and morbidity
tables using assumed interest rates and valuation methods that will provide, in
the aggregate, reserves that are greater than the minimum valuation required by
law or guaranteed policy cash values. The cumulative effects of changes in
valuation bases at the beginning of the year for previously established
policyowner reserves are included as adjustments to surplus. Significant
decreases in valuation bases are approved by the Insurance Division of the
Department of Commerce of the State of Iowa.
The liability for unpaid accident and health claims is determined using
statistical analyses and case basis evaluations. This liability is an estimate
of the ultimate net cost of all reported and unreported losses that are unpaid.
This liability is determined using estimates of future trends in claim severity,
frequency, and other factors that could vary as claims are ultimately settled.
Although considerable variability is inherent in such estimates, the Company
believes that the liability for unpaid claims is adequate. These estimates are
continually reviewed and, as adjustments to this liability become necessary,
such adjustments are reflected in current operations.
Recognition of Premium Revenues and Costs
For life and annuity contracts, premiums are recognized as revenues over the
premium-paying period, whereas commissions and other costs applicable to the
acquisition of new business are charged to operations as incurred.
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
1. Nature of Operations and Significant Accounting Policies (continued)
Reinsurance
The Company reinsures certain of its risks. Reinsurance premiums, expenses, and
reserves related to reinsured business are accounted for on bases consistent
with those used in accounting for the original policies issued and the terms of
the reinsurance contracts. Premiums ceded to other companies (1995 - $27
million, 1994 - $21 million and 1993 - $19 million) are reported as a reduction
of premium income, and insurance reserves applicable to reinsurance ceded have
also been reported as reductions of these items (1995 - $33 million and 1994 -
$24 million). The Company is contingently liable with respect to reinsurance
ceded to other companies in the event the reinsurer is unable to meet the
obligations that it has assumed.
Separate Accounts
The separate accounts presented in the financial statements represent the fair
market value of funds that are separately administered by the Company for
contracts with equity, real estate and fixed-income investments. The separate
account contract owner, rather than the Company, bears the investment risk of
these funds. The Company receives a fee for administrative and investment
advisory services.
Separate account assets and liabilities are disclosed in the aggregate in the
statements of financial position. The statements of operations include the
premiums, increases in reserves, benefits, and other items arising from the
operations of the separate accounts of the Company. The statements of surplus
reflect the gain from operations and surplus of the separate accounts. Such gain
from operations and surplus arises from the transfer by the Company of funds to
the separate accounts to facilitate their operations.
Reclassifications
Certain reclassifications have been made to the 1994 and 1993 financial
statements to conform to the 1995 presentation.
2. Investments
Investments in debt securities, preferred stocks, and other fixed maturity
instruments are generally held for investment purposes to maturity, and,
therefore, are carried in the financial statements at amortized cost. The
Company's liabilities, to which such fixed maturity investments are closely
matched, are long-term in nature so the Company does not expect to be required
to sell such securities prior to maturity.
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
2. Investments (continued)
The carrying values and estimated market values of investments in bonds and
preferred stocks as of December 31, 1995 and 1994, are as follows (in millions):
Gross Gross Estimated
Carrying Value Unrealized Unrealized Market
Gains Losses Value
---------------------------------------------------------------
December 31, 1995
Bonds:
<S> <C> <C> <C> <C>
United States Government and agencies $ 232 $ 4 $ - $ 236
States and political subdivisions 230 21 - 251
Corporate - public 4,374 328 16 4,686
Corporate - private 13,877 1,332 15 15,194
Mortgage-backed securities 3,085 134 4 3,215
---------------------------------------------------------------
21,798 1,819 35 23,582
Preferred stocks 93 12 - 105
---------------------------------------------------------------
$21,891 $1,831 $35 $23,687
===============================================================
December 31, 1994
Bonds:
United States Government and agencies $ 111 $ 1 $ 4 $ 108
States and political subdivisions 198 2 12 188
Corporate - public 3,986 74 142 3,918
Corporate - private 13,678 365 391 13,652
Mortgage-backed securities 2,653 2 166 2,489
---------------------------------------------------------------
20,626 444 715 20,355
Preferred stocks 69 4 2 71
---------------------------------------------------------------
$20,695 $448 $717 $20,426
===============================================================
</TABLE>
Market values of public bonds and preferred stocks have been determined by the
Company from public quotations, when available, or bonds have been assigned a
market rate by the Securities Valuation Office of the NAIC. Private placement
securities are valued by discounting the expected total cash flows. Market rates
used are applicable to the yield, credit quality and average maturity of each
security.
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
2. Investments (continued)
The carrying values and estimated market values of bonds at December 31, 1995,
by expected maturity, are as follows (in millions):
Carrying Value Estimated Market
Value
------------------------------------
<S> <C> <C>
Due in one year or less $ 747 $ 768
Due after one year through five years 6,878 7,271
Due after five years through ten years 6,189 6,695
Due after ten years 3,176 3,657
------------------------------------
16,990 18,391
Mortgage-backed and other securities without
a single maturity date 4,808 5,191
------------------------------------
Total $21,798 $23,582
====================================
</TABLE>
<TABLE>
<CAPTION>
The carrying value and estimated market value of mortgage loans at December 31,
1995 and 1994, are as follows (in millions):
1995 1994
----------------- -----------------
Estimated Estimated Market
Carrying Value Market Carrying Value Value
Value
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial mortgage loans $9,794 $10,129 $8,901 $8,580
Residential mortgage loans 234 262 287 299
</TABLE>
Market values of commercial mortgage loans are valued by discounting the
expected total cash flows using market rates that are applicable to the yield,
credit quality, and maturity of each loan. Market values of residential mortgage
loans are valued by a pricing and servicing model using market rates that are
applicable to the yield, rate structure, credit quality, size, and maturity of
each loan. The carrying value for policy loans approximates the fair value.
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
2. Investments (continued)
Major categories of income from investments are summarized as follows (in
millions):
Year ended December 31
1995 1994 1993
------------------------------------------
Bonds $1,761 $1,622 $1,549
Preferred stocks 6 3 2
Common stocks 35 22 26
Investment in subsidiaries (48) (2) (37)
Mortgage loans 808 766 811
Investment real estate 211 179 129
Policy loans 48 44 44
Cash and short-term investments 29 20 6
Other 18 48 1
------------------------------------------
2,868 2,702 2,531
Less investment expenses 217 182 162
------------------------------------------
Net income from investments $2,651 $2,520 $2,369
==========================================
<TABLE>
<CAPTION>
The major components of realized capital gains (losses) on investments reflected
in operations, and unrealized capital gains (losses) on investments reflected
directly in surplus, are summarized as follows (in millions):
Realized Unrealized
1995 1994 1993 1995 1994 1993
--------------------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Bonds $101 $(133) $150 $ (17) $32 $(32)
Preferred stocks (1) - (11) 1 (7) 11
Common stocks 32 6 29 398 7 23
Mortgage loans (24) (34) (81) 9 3 41
Investment real estate 7 3 1 5 6 (1)
Investment in subsidiaries 1 32 - (6) 6 (5)
Other 4 45 (44) (1) - 20
------------------------------ -----------------------------
Net capital gains (losses) 120 (81) 44 389 47 57
Related federal income taxes (41) 6 (26) (63) - -
Transferred (to) from interest
maintenance reserve (77) 43 (70) - - -
============================== =============================
Total capital gains (losses) $ 2 $ (32) $(52) $326 $47 $57
============================== =============================
</TABLE>
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
2. Investments (continued)
Proceeds from sales of investments (excluding maturity proceeds) in debt
securities were $6.5 billion in both 1995 and 1994, and $11.9 billion in 1993.
Gross gains of $93 million, $53 million and $173 million and gross losses of $54
million, $213 million and $65 million in 1995, 1994 and 1993, respectively, were
realized on those sales. Of the 1995, 1994 and 1993 proceeds, $6.1 billion, $5.7
billion and $11.5 billion, respectively, relates to sales of mortgage-backed
securities. The Company actively manages its mortgage-backed securities
portfolio to control prepayment risk. Gross gains of $66 million, $19 million
and $152 million and gross losses of $17 million, $139 million and $29 million
in 1995, 1994 and 1993, respectively, were realized on sales of mortgage-backed
securities. At December 31, 1995, the Company had security purchases payable
totaling $426 million relating to the purchases of mortgage-backed securities at
forward dates.
The Company has a revolving credit agreement with Principal Residential
Mortgage, Inc., a wholly-owned subsidiary which conducts the Company's mortgage
banking operations, of up to $800 million, which had a balance of $458 million
outstanding at December 31, 1995.
Commercial mortgage loans and corporate private placement bonds originated or
acquired by the Company represent its primary areas of credit risk exposure. At
December 31, 1995 and 1994, the commercial mortgage portfolio is diversified by
geographic region and specific collateral property type as follows:
<TABLE>
<CAPTION>
Geographic Distribution Property Type Distribution
---------------------------------- --------------------------------------
December 31 December 31
1995 1994 1995 1994
----------------------- -----------------------
<S> <C> <C> <C> <C> <C>
South Atlantic 22% 21% Industrial 43% 47%
Pacific 34 38 Office 26 24
Mid Atlantic 17 17 Retail 26 24
North Central 14 13 Other 5 5
South Central 7 6
New England 4 3
Mountain 2 2
</TABLE>
The corporate private placement bond portfolio is diversified by issuer and
industry. Restrictive bond covenants are monitored by the Company to regulate
the activities of issuers and control their leveraging capabilities. Under the
NAIC bond classification system, 99.8% and 99.7% of the Company's bond portfolio
were carried at amortized cost at December 31, 1995 and 1994, respectively, with
the remainder carried at the lower of amortized cost or market value.
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
2. Investments (continued)
Effective December 29, 1995, the Company entered into short-term equity swap
agreements to mitigate its exposure to declines in the value of about one-half
of its marketable common stock portfolio. Under the agreements, the return on
that portion of the Company's marketable common stock portfolio was swapped for
a fixed short-term interest rate. At December 31, 1995, there was no realized or
unrealized gains or losses recorded on the equity swap agreements and,
accordingly, there was no credit exposure. The unrealized appreciation and
depreciation of marketable common stocks recognized in the Company's statement
of financial position were $814 million and $85 million, respectively, at
December 31, 1995.
Investment real estate includes properties directly owned by the Company and
investments in subsidiaries include properties owned jointly with venture
partners and operated by the partners. Joint ventures in which the Company has
an interest have mortgage loans with the Company of $2.2 billion at both
December 31, 1995 and December 31, 1994. The Company is committed to provide
additional mortgage financing for such joint ventures aggregating $304 million
at December 31, 1995.
3. Derivatives Held or Issued for Purposes Other Than Trading
The Company uses exchange-traded interest rate futures and forward contracts to
hedge against interest rate risks. The Company attempts to match the timing of
when interest rates are committed on insurance products and on new investments.
However, timing differences do occur and can expose the Company to fluctuating
interest rates. Interest rate futures and forward contracts are used to minimize
these risks. In these contracts, the Company is subject to the risk that the
counterparties will fail to perform and to the risks associated with changes in
the value of the underlying securities; however, such changes in value generally
are offset by opposite changes in the value of the hedged items. Futures
contracts are marked to market and settled daily, which minimizes the
counterparty risk. The notional amounts of futures and forward contracts ($303
million at December 31, 1995, and $80 million at December 31, 1994) represent
the extent of the Company's involvement but not the risk of loss.
The Company enters into interest rate swaps to minimize its exposure to
fluctuations in interest rates and to correct duration mismatches. The most
common use is to modify the duration of an asset or portfolio, a less common use
is to convert a floating rate asset into a fixed rate asset. The notional
principal amounts of the swaps outstanding at December 31, 1995 and 1994, were
$599 million and $586 million, respectively, and the credit exposure at December
31, 1995 and December 31, 1994 was $8 million. The Company's current credit
exposure on swaps is limited to the value of interest rate swaps that have
become favorable to the Company. The average unexpired terms of the swaps were
approximately three years at both December 31, 1995 and 1994, respectively. The
net amount payable or receivable from interest rate swaps is accrued as an
adjustment to interest income. The Company's interest rate swap agreements
include cross-default provisions when two or more swaps are transacted with a
given counterparty.
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
3. Derivatives Held or Issued for Purposes Other Than Trading (continued)
The Company enters into currency exchange swap agreements to convert certain
foreign denominated fixed rate assets into dollar denominated fixed rate assets
and eliminate the exposure to future currency volatility on those securities. At
December 31, 1995, the Company had various foreign currency exchange agreements
with maturities ranging from 1995 to 2002, with an aggregate notional amount
involved of approximately $312 million and the credit exposure was $4 million.
The average unexpired term of the swaps was approximately five years at December
31, 1995.
4. Insurance, Annuity and Accident and Health Reserves
The carrying values and fair values of the Company's reserves and liabilities
for investment-type insurance contracts (which are only a portion of the
insurance reserves, annuity reserves, and other policy liabilities appearing in
the statement of financial position) at December 31, 1995 and 1994, are
summarized as follows (in millions):
<TABLE>
<CAPTION>
1995 1994
----------------------------------------------------------------------
Carrying Value Fair Carrying Value Fair
Value Value
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Insurance reserves $ 30 $ 33 $ 30 $ 30
Annuity reserves 20,989 21,524 19,714 19,168
Other policy liabilities 398 403 270 270
----------------------------------------------------------------------
Total $21,417 $21,960 $20,014 $19,468
======================================================================
</TABLE>
The fair values for the Company's reserves and liabilities under investment-type
contracts (insurance, annuity and other policy contracts that do not involve
significant mortality or morbidity risk) are estimated using discounted cash
flow analyses (based on current interest rates being offered for similar
contracts with maturities consistent with those remaining for the
investment-type contracts being valued) or surrender values.
The fair values for the Company's insurance contracts (insurance, annuity and
other policy contracts that do involve significant mortality or morbidity risk),
other than investment-type contracts, are not required to be disclosed. The
Company does consider, however, the various insurance and investment risks in
choosing investments for both insurance and investment-type contracts.
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
4. Insurance, Annuity and Accident and Health Reserves (continued)
Activity in the liability for unpaid accident and health claims, which is
included with insurance reserves in the statement of financial position, is
summarized as follows (in millions):
Year ended December 31
1995 1994 1993
------------------------------------------
Balance at beginning of year $ 844 $ 723 $ 657
Incurred:
Current year 2,665 2,735 2,307
Prior years (24) (105) (37)
------------------------------------------
Total incurred 2,641 2,630 2,270
Payments:
Current year 2,196 2,065 1,814
Prior years 481 444 390
------------------------------------------
Total payments 2,677 2,509 2,204
------------------------------------------
Balance at end of year:
Current year 469 670 493
Prior years 339 174 230
------------------------------------------
Total balance at end of year $ 808 $ 844 $ 723
==========================================
5. Federal Income Taxes
The Company files a consolidated income tax return that includes all of its
qualifying subsidiaries, and has a policy of allocating income tax expenses and
benefits to companies in the group based upon pro rata contribution of taxable
income or operating losses. The Company is taxed at corporate rates on taxable
income based on existing tax laws. Due to the inherent differences between
income for financial reporting purposes and income for tax purposes, the
Company's provision for federal income taxes may not have the customary
relationship of taxes to income.
Deferred income taxes are generally not recognized for the tax effects of
temporary differences between income for financial reporting purposes and income
for tax purposes. In 1993, 1994 and 1995, however, the Company recognized a
deferred tax asset and operating benefit for the tax effect of unamortized
deferred acquisition costs required for tax purposes. This deferred tax asset
was non-admitted in accordance with statutory accounting practices. In 1995, the
Company also recognized a deferred tax liability and surplus charge for the tax
effect of unrealized gains for common stocks identified for sale in 1996.
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
5. Federal Income Taxes (continued)
In December 1994, a U. S. Court of Appeals with jurisdiction over the Company
ruled that federal law did not permit mutual life insurance companies to use a
negative recomputed differential earnings rate to compute their equity tax
liability for the preceding year. Accordingly, the Company increased its
liability for federal income taxes attributable to its equity for years prior to
1994 and made a corresponding adjustment to surplus in the amount of $63
million.
6. Short-Term Borrowings
The Company issues commercial paper to meet its short-term financing needs.
There were no outstanding borrowings at December 31, 1995 or 1994. The Company
also maintains credit facilities with various banks for short-term borrowing
purposes.
7. Employee and Agent Benefits
The Company has defined benefit pension plans covering substantially all of its
employees and certain agents. The employees and agents are generally first
eligible for the pension plans when they reach age 21. The pension benefits are
based on the years of service and generally the employee's or agent's average
annual compensation during the last five years of employment. Partial benefit
accrual of pension benefits is recognized from first eligibility until
retirement based on attained service divided by potential service to age 65 with
a minimum of 35 years of potential service.
During 1995, the Company adopted Statement of Financial Standards (SFAS) No. 87,
"Employers' Accounting for Pensions," and accordingly changed its method of
accounting for the costs of defined benefit pension plans to an accrual method.
Prior to this change, the cost of pension benefits was recognized as
contributions were made to the pension trusts. The Company's policy is to fund
the cost of providing pension benefits in the years that the employees and
agents are providing service to the Company. The Company's funding policy is to
deposit the actuarial normal cost and any change in unfunded accrued liability
over a 30-year period as a percentage of compensation.
The pension plans' combined funded status, reconciled to amounts recognized in
the statements of financial position and statements of operations and surplus as
of and for the years ended December 31, 1995 and 1994, is as follows (in
millions):
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
7. Employee and Agent Benefits (continued)
December 31
1995 1994
------------------------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation $437 $324
==============================
Accumulated benefit obligation $457 $338
==============================
Plan assets at fair value, primarily affiliated mutual funds
and investment contracts of the Company $719 $581
Projected benefit obligation 661 462
------------------------------
Plan assets in excess of projected benefit obligation 58 119
Unrecognized net (gains) losses and funding different from that assumed
and from changes in assumptions 42 (23)
Unrecognized net transition asset as of January 1, 1994 (72) (83)
------------------------------
Prepaid pension asset (non-admitted) $ 28 $ 13
==============================
Net periodic pension income included the following components (in millions):
Year ended December 31
1995 1994
------------------------------
Service cost $22 $26
Interest cost on projected benefit obligation 39 37
Actual return on plan assets (144) 6
Net amortization and deferral 79 (72)
------------------------------
Total net periodic pension income $ (4) $ (3)
==============================
</TABLE>
During 1994 and 1993, $10 million and $8 million, respectively, was charged to
expense and contributed to the trusts previously established to provide for
future costs of pension benefits. During 1995, $12 million was contributed to
these pension trusts. In addition, to adjust the pension accounting to the new
method required by SFAS No. 87 and to make the change effective as of January 1,
1994, surplus as of January 1, 1995 has been increased by $13 million. According
to the requirements of statutory accounting practices, pension expense for 1994
has not been restated and the 1994 pension amounts shown above are for
comparative purposes only. The pension asset at January 1, 1995 ($13 million)
and December 31, 1995 ($28 million) was non-admitted as prescribed by statutory
accounting practices.
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
7. Employee and Agent Benefits (continued)
The weighted-average assumed discount rate used in determining the projected
benefit obligation was 7% and 8.5% at December 31, 1995 and 1994, respectively.
Some of the trusts holding the plan assets are subject to federal income taxes
at a 35% tax rate while others are not subject to federal income taxes. For both
1995 and 1994, the expected long-term rates of return on plan assets were
approximately 6% (after estimated income taxes) for those trusts subject to
federal income taxes and approximately 10% for those trusts not subject to
federal income taxes. The assumed rate of increase in future compensation levels
varies by age for both the qualified and non-qualified pension plans.
In addition, the Company has defined contribution plans that are generally
available to all employees and agents who are age 21 or older and have completed
one year of service. Eligible participants may contribute up to 15% of their
compensation or $9,240 annually to the plans. The Company matches the
participant's contribution with a 50% contribution up to a maximum contribution
of 2% of the participant's compensation. During both 1995 and 1994, the Company
contributed $7 million to the defined contribution plans. During 1993, such
contributions totaled $6 million.
The Company also provides certain health care, life insurance, and long-term
care benefits for retired employees. Substantially all employees are first
eligible for these postretirement benefits when they reach age 57 and have
completed ten years of service with the Company. Partial benefit accrual of
these health, life, and long-term care benefits is recognized from first
eligibility until retirement based on attained service divided by potential
service to age 65 with a minimum of 35 years of potential service. The Company's
policy is to fund the cost of providing retiree benefits in the years that the
employees are providing service to the Company. The Company's funding policy is
to deposit the actuarial normal cost and an accrued liability over a 30-year
period as a percentage of compensation.
The postretirement plans' combined funded status, reconciled to amounts
recognized in the statement of financial position and statement of operations
and surplus as of and for the years ended December 31, 1995 and 1994, is as
follows (in millions):
<PAGE>
<TABLE>
<CAPTION>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
7. Employee and Agent Benefits (continued)
December 31
1995 1994
<S> <C> <C>
-------------------------------
Plan assets at fair value, primarily affiliated mutual funds and
investment contracts of the Company $208 $155
Accumulated postretirement benefit obligation:
Retirees (83) (71)
Eligible employees (40) (31)
--------------------------------
Total accumulated postretirement benefit obligation (123) (102)
-------------------------------
Plan assets in excess of accumulated postretirement benefit obligation
85 53
Unrecognized net losses and funding different from that assumed and
from changes in assumptions 3 29
-------------------------------
Postretirement benefit asset (non-admitted) $ 88 $ 82
===============================
</TABLE>
<TABLE>
<CAPTION>
The net periodic postretirement benefit cost included the following components
(in millions):
Year ended
December 31
1995 1994 1993
--------------------------------
<S> <C> <C> <C>
Service cost $ 5 $ 4 $ 3
Interest cost on accumulated postretirement benefit cost 9 7 6
Expected return on plan assets (10) (10) (6)
Net amortization of gains and losses 1 - -
================================
Total net periodic postretirement benefit cost $ 5 $ 1 $ 3
================================
</TABLE>
The weighted-average assumed discount rate used in determining the accumulated
postretirement benefit obligation was 7% and 8.5% at December 31, 1995 and 1994,
respectively. Some of the trusts holding the plan assets are subject to federal
income taxes at a 35% tax rate while others are not subject to federal income
taxes. For both 1995 and 1994, the expected long-term rates of return on plan
assets were approximately 6% (after estimated income taxes) for those trusts
subject to federal income taxes and approximately 9% for those trusts not
subject to federal income taxes. These rates of return on plan assets vary by
benefit type and employee group.
The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligations starts at 11.5% in 1995, declines to 9.5% in
2001, and then declines to an ultimate rate of 6.5% in 2036. If the health care
cost trend rate assumptions were increased by 1% in each year, the accumulated
postretirement benefits obligation for health plans as of December 31, 1995
would increase by 11.8% ($10 million). The effect of this 1% increase would also
increase the aggregate of the service cost and interest cost components of the
net periodic postretirement benefit cost of health plans for the year ended
December 31, 1995 by 13.5% ($1 million).
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
7. Employee and Agent Benefits (continued)
These statutory accounting provisions are similar to Statement of Financial
Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," issued by the FASB except that SFAS No. 106
includes ineligible employees in the accumulated postretirement benefit
obligation calculations. The accumulated postretirement benefit obligation for
ineligible employees was $77 million and $48 million at December 31, 1995 and
1994, respectively.
8. Surplus Notes
On March 10, 1994, the Company issued $300 million of surplus notes, including
$200 million due March 1, 2024 at a 7.875% annual interest rate and the
remaining $100 million due March 1, 2044 at an 8% annual interest rate. No
affiliates of the Company hold any portion of the surplus notes. The discount
and direct costs associated with issuing these surplus notes is being amortized
to expense over their respective terms using the interest method. For statutory
accounting purposes, these notes are considered a part of total surplus of the
Company. Each payment of interest and principal on the surplus notes may be made
only with the prior approval of the Commissioner of Insurance of the State of
Iowa (the Commissioner) and only to the extent that the Company has sufficient
surplus earnings to make such payments. For the years ended December 31, 1995
and 1994, interest of $24 million and $11 million, respectively, was approved by
the Commissioner, paid and charged to expense. Had the accrual of interest on
surplus notes not been subject to approval of the Commissioner, accrued interest
payable on surplus notes at both December 31, 1995 and 1994 would have been $8
million.
Subject to Commissioner approval, the surplus notes due March 1, 2024 may be
redeemed at the Company's election on or after March 1, 2004 in whole or in part
at a redemption price of approximately 103.6% of par. The approximate 3.6%
premium is scheduled to gradually diminish over the following ten years. These
surplus notes may then be redeemed on or after March 1, 2014, at a redemption
price of 100% of the principal amount plus interest accrued to the date of
redemption. Non-insurance companies individually held over 10% of these surplus
notes (approximately $50 million and $73 million at December 31, 1995 and 1994,
respectively).
In addition, subject to Commissioner approval, the surplus notes due March 1,
2044 may be redeemed at the Company's election on or after March 1, 2014, in
whole or in part at a redemption price of approximately 102.3% of par. The
approximate 2.3% premium is scheduled to gradually diminish over the following
ten years. These surplus notes may be redeemed on or after March 1, 2024, at a
redemption price of 100% of the principal amount plus interest accrued to the
date of redemption. Non-insurance companies individually held over 10% of these
surplus notes (approximately $43 million and $62 million at December 31, 1995
and 1994, respectively).
<PAGE>
Principal Mutual Life Insurance Company
Notes to Financial Statements (continued)
9. Other Commitments and Contingencies
The Company leases office space and furniture and equipment under various
operating leases. Rental expense for all operating leases totaled $48 million in
1995, $43 million in 1994 and $44 million in 1993. At December 31, 1995, future
minimum rental commitments under noncancelable operating leases for office space
and electronic data processing equipment totaled approximately $97 million.
The Company is a defendant in various legal actions arising in the normal course
of its investment and insurance operations. In the opinion of management, any
losses resulting from such actions would not have a material effect on the
financial statements.
The Company is also subject to insurance guarantee laws in the states in which
it writes business. These laws provide for assessments against insurance
companies for the benefit of policyholders and claimants in the event of
insolvency of other insurance companies. At December 31, 1995 and 1994,
approximately $18 million and $15 million, respectively, of surplus is
appropriated for possible guarantee fund assessments for which notices have not
been received.
In 1995, the Company sold its wholly-owned subsidiary, Principal National Life
Insurance Company (Principal National), at a gain of approximately $1 million.
At December 31, 1994, substantially all the assets ($513 million), liabilities
($470 million), and equity ($43 million) of Principal National were transferred
to and assumed by the Company. This resulted in increases in both other income
and additions to policyowner reserves of $470 million in 1994.
<PAGE>
Report of Independent Auditors
The Board of Directors
Principal Mutual Life Insurance Company
We have audited the accompanying statements of financial position of Principal
Mutual Life Insurance Company (the Company) as of December 31, 1995 and 1994,
and the related statements of operations and surplus and cash flows for each of
the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Principal Mutual Life Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles and with reporting
practices prescribed or permitted by the Insurance Division of the Department of
Commerce of the State of Iowa.
Ernst & Young LLP
Des Moines, Iowa
January 31, 1996
PART C
PERSONAL VARIABLE CONTRACT
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements included in the Registration Statement
(1) Part A:
Condensed Financial Information for the three years ended
December 31, 1995 and for the period beginning July 15,
1992 and ended December 31, 1992.
(2) Part B:
Principal Mutual Life Insurance Company Separate
Account B:
Statement of Net Assets, December 31, 1995.
Statement of Operations for the year ended
December 31, 1995.
Statements of Changes in Net Assets for the years
ended December 31, 1995 and 1994.
Notes to Financial Statements.
Report of Independent Auditors.
Principal Mutual Life Insurance Company:
Statements of Financial Position, December 31, 1995
and 1994.
Statements of Operations and Surplus for the years
ended December 31, 1995, 1994 and 1993.
Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993.
Notes to Financial Statements.
Report of Independent Auditors.
(b) Exhibits
(1) Board resolution of Registrant.
(3a) Distribution Agreement
(3b) Selling Agreement
(4) Form of Variable Annuity Contract
(5) Form of Variable Annuity Application
(6a) Articles of Incorporation of Depositor
(6b) Bylaws of Depositor
(9) Opinion of Counsel
(10a) Consent of Ernst & Young LLP
(10b) Powers of Attorney
(13a) Total Return Calculation
(13b) Annualized Yield for Separate Account B
(27) Financial Data Schedule for Separate Account B
<PAGE>
Item 25. Officers and Directors of the Depositor
Principal Mutual Life Insurance Company is managed by a Board of
Directors which is elected by its policyowners. The directors and
executive officers of the Company, their positions with the Company,
including Board Committee memberships, and their principal business
address, are as follows:
DIRECTORS: Principal
Name, Positions and Offices Business Address
MARY VERMEER ANDRINGA Vermeer Manufacturing Company
Director Box 200
Member, Nominating Committee Pella, IA 50219-0200
RUTH M. DAVIS The Pymatuning Group, Inc.
Director Suite 570, 4900 Seminary Road
Member, Nominating Committee Alexandria, VA 22311
DAVID J. DRURY The Principal Financial Group
Director Des Moines, IA 50392
Chairman of the Board
Chief Executive Officer
Chair,Executive Committee
C. DANIEL GELATT, JR. NMT Corporation
Director Post Office Box 2287
Member, Executive and La Crosse, WI 54602-2287
Human Resources Committees
G. DAVID HURD The Principal Financial Group
Director Des Moines, IA 50392
Member, Executive and
Human Resources Committees
THEODORE M. HUTCHISON The Principal Financial Group
Director Des Moines, IA 50392
Vice Chairman
C. S. JOHNSON Pioneer Hi-Bred International, Inc.
Director 400 Locust
Member, Audit Committee Des Moines, IA 50309
WILLIAM T. KERR Meredith Corporation
Director 1716 Locust St.
Member, Nominating Committee Des Moines, IA 50309-3023
LEE LIU IES Industries Inc.
Director Post Office Box 351
Member, Executive and Cedar Rapids, IA 52406
Human Resources Committees
VICTOR. H. LOEWENSTEIN Egon Zehnder International
Director 55 East 59th Street
Member, Audit New York, NY 10022
Committee
JOHN R. PRICE Chemical Banking Corporation
Director 270 Park Avenue - 44th Floor
Chair, Audit Committee New York, NY 10017
BARBARA A. RICE Rice @ Associates
Director 712 Germantown Pike
Member, Human Resources Lafayette, PA 19444-1604
Committee
JEAN-PIERRE C. ROSSO Case Corporation
Director 700 State Street
Member, Audit Committee Racine, WI 53404
DONALD M. STEWART The College Board
Director 45 Columbus Avenue
Chair, Nominating New York, NY 10023-6992
Committee
ELIZABETH E. TALLETT Transcell Technologies, Inc.
Director 2000 Cornwall Road
Member, Audit Committee Monmouth Junction, NJ 08852
DEAN D. THORNTON 1602- 34 Court West
Director Seattle, WA 98199
Chair, Human Resources
Committee
FRED W. WEITZ Essex Meadows, Inc.
Director 800 Second Avenue
Member, Executive and Des Moines, IA 50309
Nominating Committees
Executive Officers (Other than Directors):
JOHN E. ASCHENBRENNER Senior Vice President
RAY S. CRABTREE Executive Vice President
THOMAS J. GAARD Senior Vice President
MICHAEL H.GERSIE Senior Vice President
THOMAS J. GRAF Senior Vice President
J. BARRY GRISWELL Executive Vice President
RONALD E. KELLER Executive Vice President
GREGG R. NARBER Senior Vice President and
General Counsel
CHARLES E. ROHM Executive Vice President
Item 26. Persons Controlled by or Under Common Control with Depositor
Principal Mutual Life Insurance Company (incorporated as a mutual life
insurance company under the laws of Iowa);
Sponsored the organization of the following mutual funds, some of
which it controls by virtue of owning voting securities:
Principal Asset Allocation Fund, Inc. (a Maryland
Corporation)100.0% of shares outstanding owned by Principal
Mutual Life Insurance Company and its separate accounts on
February 13, 1996.
Principal Aggressive Growth Fund, Inc. (a Maryland Corporation)
100.0% of shares outstanding owned by Principal Mutual Life
Insurance Company and its separate accounts on February 13, 1996.
Princor Balanced Fund, Inc. (a Maryland Corporation) 14.48% of
shares outstanding owned by Principal Mutual Life Insurance
Company on February 13, 1996.
Principal Balanced Fund, Inc. (a Maryland Corporation) 100.0% of
shares outstanding owned by Principal Mutual Life Insurance
Company and its separate accounts on February 13, 1996.
Princor Blue Chip Fund, Inc. (a Maryland Corporation) 12.68% of
shares outstanding owned by Principal Mutual Life Insurance
Company on February 13, 1996.
Princor Bond Fund, Inc. (a Maryland Corporation) 1.79% of shares
outstanding owned by Principal Mutual Life Insurance Company on
February 13, 1996.
Principal Bond Fund, Inc. (a Maryland Corporation) 100.0% of
shares outstanding owned by Principal Mutual Life Insurance
Company and its separate accounts on February 13, 1996.
Princor Capital Accumulation Fund, Inc. (a Maryland
Corporation)44.14% of outstanding shares owned by Principal
Mutual Life Insurance Company on February 13, 1996.
Principal Capital Accumulation Fund, Inc. (a Maryland
Corporation)100.0% of outstanding shares owned by Principal
Mutual Life Insurance Company and its Separate Accounts on
February 13, 1996.
Princor Cash Management Fund, Inc. (a Maryland Corporation) 1.26%
of outstanding shares owned by Principal Mutual Life Insurance
Company (including subsidiaries and affiliates) on February 13,
1996.
Princor Emerging Growth Fund, Inc. (a Maryland Corporation) .83%
of shares outstanding owned by Principal Mutual Life Insurance
Company on February 13, 1996
Principal Emerging Growth Fund, Inc. (a Maryland Corporation)
100.0% of shares outstanding owned by Principal Mutual Life
Insurance Company and its Separate Accounts on February 13, 1996.
Princor Government Securities Income Fund, Inc. (a Maryland
Corporation) 0.39% of shares outstanding owned by Principal
Mutual Life Insurance Company on February 13, 1996.
Principal Government Securities Fund, Inc. (a Maryland
Corporation) 100.0% of shares outstanding owned by Principal
Mutual Life Insurance Company and its Separate Accounts on
February 13, 1996.
Princor Growth Fund, Inc. (a Maryland Corporation) 0.70% of
outstanding shares owned by Principal Mutual Life Insurance
Company on February 13, 1996.
Principal Growth Fund, Inc. (a Maryland Corporation) 100.0% of
outstanding shares are owned by Principal Mutual Life Insurance
Company and its Separate Accounts on February 13, 1996.
Princor High Yield Fund, Inc. (a Maryland Corporation) 35.34% of
shares outstanding owned by Principal Mutual Life Insurance
Company on February 13, 1996.
Principal High Yield Fund, Inc. (a Maryland Corporation) 100.0%
of shares outstanding owned by Principal Mutual Life Insurance
Company and its Separate Accounts on February 13, 1996.
Princor Limited Term Bond Fund, Inc. (a Maryland Corporation)
100.0% of shares outstanding owned by Principal Mutual Life
Insurance Company on February 13, 1996.
Principal Money Market Fund, Inc. (a Maryland Corporation) 100.0%
of shares outstanding owned by Principal Mutual Life Insurance
Company and its Separate Accounts on February 13, 1996.
Principal Special Markets Fund, Inc. (a Maryland Corporation)
79.25% of the shares outstanding of the International Securities
Portfolio and 82.79% of the shares outstanding of the
Mortgage-Backed Securities Portfolio were owned by Principal
Mutual Life Insurance Company on February 13, 1996.
Princor Tax-Exempt Bond Fund, Inc. (a Maryland Corporation) 0.60%
of shares outstanding owned by Principal Mutual Life Insurance
Company on February 13, 1996.
Princor Tax-Exempt Cash Management Fund, Inc. (a Maryland
Corporation) 0.87% of shares outstanding owned by Principal
Mutual Life Insurance Company on February 13, 1996.
Princor Utilities Fund, Inc. (a Maryland Corporation) 1.34%% of
shares outstanding owned by Principal Mutual Life Insurance
Company on February 13, 1996.
Princor World Fund, Inc. (a Maryland Corporation) 20.50% of
shares outstanding owned by Principal Mutual Life Insurance
Company on February 13, 1996.
Principal World Fund, Inc. (a Maryland Corporation) 100.0% of
shares outstanding owned by Principal Mutual Life Insurance
Company on February 13, 1996.
Subsidiaries organized and wholly-owned by Principal Mutual Life
Insurance Company:
Principal Life Insurance Company (an Iowa Corporation) A general
insurance and annuity company. It is not currently active.
Principal Holding Company (an Iowa Corporation) A holding company
wholly-owned by Principal Mutual Life Insurance Company.
PT Asuransi Jiwa Principal Egalita Indonesia (an Indonesia
Corporation
Subsidiaries wholly-owned by Principal Holding Company:
a. Petula Associates, Ltd. (an Iowa Corporation) a real
estate development company.
b. Patrician Associates, Inc. (a California Corporation) a real
estate development company.
c. Principal Development Associates, Inc. (a California
Corporation) a real estate development company.
d. Princor Financial Services Corporation (an Iowa
Corporation) a registered broker-dealer.
e. Invista Capital Management, Inc. (an Iowa Corporation) a
registered investment adviser.
f. Principal Marketing Services, Inc. (a Delaware Corporation) a
corporation formed to serve as an interface between marketers
and manufacturers of financial services products.
g. The Principal Financial Group, Inc. (a Delaware corporation)
a general business corporation established in connection with
the new corporate identity. It is not currently active.
h. Delaware Charter Guarantee & Trust Company (a Delaware
Corporation) a nondepository trust company.
i. Principal Securities Holding Corporation (a Delaware
Corporation) a holding company.
j. Principal Health Care, Inc. (an Iowa Corporation) a developer
and administrator of managed care systems.
k. Principal Financial Advisors, Inc. (an Iowa Corporation) a
registered investment advisor.
l. Principal Asset Markets, Inc. (an Iowa Corporation) a
residential mortgage loan broker.
m. Principal Portfolio Services, Inc. (an Iowa Corporation) a
mortgage due diligence company.
n. Principal International, Inc. (an Iowa Corporation) a company
formed for the purpose of international business development.
o. Principal Spectrum Associates, Inc. (a California
Corporation) a real estate development company.
p. Principal Commercial Advisors, Inc. (an Iowa Corporation) a
company that purchases, manages and sells commercial real
estate assets.
q. Principal FC, Ltd. (an Iowa Corporation) a limited purpose
investment corporation.
r. Principal Residential Mortgage, Inc. (an Iowa Corporation) a
residential mortgage loan broker.
s. Equity FC, LTD. (an Iowa Corporation) engaged in investment
transactions including limited partnership and limited
liability companies.
Subsidiaries organized and wholly-owned by Princor Financial Services
Corporation:
a. Princor Management Corporation (an Iowa Corporation) a
registered investment advisor.
b. Principal Investors Corporation (a New Jersey Corporation) a
registered broker-dealer with the Securities Exchange
Commission. It is not currently active.
Subsidiary wholly owned by Principal Securities Holding Corporation:
Principal Financial Securities, Inc. (a Delaware Corporation) an
investment banking and securities brokerage firm.
Subsidiaries organized and wholly-owned by Principal Health Care,
Inc.:
a. Americas Health Plan, Inc. (a Maryland Corporation) a
developer of discount provider networks.
b. PHC Merging Company ( a Florida Corporation) (a Florida
Corporation) it is not currently active.
c. Principal Behavioral Health Care, Inc. (an Iowa Corporation)
a mental and nervous/substance abuse preferred provider
organization.
d. Principal Health Care of Illinois, Inc. (an Illinois
Corporation) a health maintenance organization.
e. Principal Health Care of Nebraska, Inc. (a Nebraska
Corporation) a health maintenance organization.
f. Principal Health Care of Delaware, Inc. (a Delaware
Corporation) a health maintenance organization.
g. Principal Health Care of Georgia, Inc. (a Georgia
Corporation) a health maintenance organization.
h. Principal Health Care of Kansas City, Inc. (a Missouri
Corporation) a health maintenance organization.
i. Principal Health Care of Louisiana, Inc. (a Louisiana
Corporation) a health maintenance organization.
j. Principal Health Care of Florida, Inc. (a Florida
Corporation) a health maintenance organization.
k. United Health Care Services of Iowa, Inc. (an Iowa
Corporation) a health maintenance organization.
l. Principal Health Care of Iowa, Inc. (an Iowa Corporation) a
health maintenance organization.
m. Principal Health Care of Indiana, Inc. (a Delaware
Corporation) a health maintenance organization.
n. Principal Health Care of Pennsylvania, Inc. (a Pennsylvania
Corporation) a health maintenance organization. It is not
currently active.
o. Principal Health Care of Tennessee, Inc. (a Tennessee
Corporation) a health maintenance organization.
p. Principal Health Care of Texas, Inc. ( a Texas Corporation) a
health maintenance organization.
q. Principal Health Care of the Carolinas, Inc. (a North
Carolina Corporation) a health maintenance organization.
r. Principal Health Care, of South Carolina, Inc. (A South
Carolina Corporation) a health maintenance organization.
s. Principal Health Care of South Carolina, Inc. (A South
Carolina Corporation) a health maintenance organization.
Subsidiary owned by Principal Health Care of Delaware, Inc.:
Principal Health Care of the Mid-Atlantic, Inc. (a Virginia
Corporation) a health maintenance organization.
Subsidiaries owned by Principal International, Inc.:
a. Grupo Financiero Principal, S.A. de Seguros de Vida (a
Spanish insurance company).
b. Principal Internacional, S.A. Compania de Seguros (a Mexico
Corporation).
c. Principal International Argentina, S.A. (an Argentina
Corporation).
d. Principal International Asia Limited (formerly known as
Goldchin Champ, Limited) (a Hong Kong Corporation).
e. Principal International de Chile, S.A.
Subsidiary owned by Grupo Financiero Principal, S.A. de Seguros de
Vida:
Agencia de Seguros, SA (an insurance agency). It is currently
dormant.
Subsidiaries owned by Principal International Argentina, S.A.:
a. Ethika, S.A. Administradora de Fondos de Jubilaciones y
Pensiones (an Argentina Corporation).
b. Princor Compania de Seguros de Retiro, S.A. (an Argentina
Corporation).
c. Prinlife Compania de Seguros de Vida, S.A. (an Argentina
Corporation)
d. Jacaranda Administradora de Fondos Jubilaciones y Pensiones,
S.A. (an Argentina Corporation)
Subsidiary owned by Principal owned by Principal International de
Chile, S.A.:
a. Ban Renta Compania de Seguros de Vida Banmedica, S.A.
Item 27. Number of Contractowners - As of: December 31, 1995
(1) (2)
Title of Class Number of Plan Participants
-------------- ---------------------------
BFA Variable Annuity Contracts 317
Pension Builder Contracts 4,722
Personal Variable Contracts 2,451
Premier Variable Contracts 10,866
Flexible Variable Annuity Contract 8,538
Item 28. Indemnification
None
Item 29. Principal Underwriters
(a) Princor Financial Services Corporation, principal underwriter for
Registrant, acts as principal underwriter for Principal
Aggressive Growth Fund, Inc., Principal Asset Allocation Fund,
Inc., 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 High Yield Fund, Inc.,
Principal Money Market Fund, Inc., Principal World Fund, Inc.,
Princor Balanced Fund, Inc., Princor Blue Chip Fund, Inc.,
Princor Bond Fund, Inc., Princor Capital Accumulation Fund, Inc.,
Princor Cash Management Fund, Inc., Princor Emerging Growth Fund,
Inc., Princor Government Securities Income Fund, Inc., Princor
Growth Fund, Inc., Princor High Yield Fund, Inc., Princor Limited
Term Bond Fund, Inc., Princor Tax-Exempt Bond Fund, Inc., Princor
Tax-Exempt Cash Management Fund, Inc., Princor Utilities Fund,
Inc., Princor World Fund, Inc., Principal Special Markets Fund,
Inc. and for variable annuity contracts participating in
Principal Mutual Life Insurance Company Separate Account B, a
registered unit investment trust for retirement plans adopted by
public school systems or certain tax-exempt organizations
pursuant to Section 403(b) of the Internal Revenue Code, Section
457 retirement plans, Section 401(a) retirement plans, certain
non-qualified deferred compensation plans and Individual
Retirement Annuity Plans adopted pursuant to Section 408 of the
Internal Revenue Code, and for variable life insurance contracts
issued by Principal Mutual Life Insurance Company Variable Life
Separate Account, a registered unit investment trust.
(b) (1) (2)
Positions
and offices
Name and principal with principal
business address underwriter
J. Barbara Alvord Marketing Officer
The Principal
Financial Group
Des Moines, IA 50392
Robert W. Baehr Marketing Services Officer
The Principal
Financial Group
Des Moines, IA 50392
Michael J. Beer Vice President and
The Principal Chief Operating Officer
Financial Group
Des Moines, IA 50392
Mary L. Bricker Assistant Corporate
The Principal Secretary
Financial Group
Des Moines, IA 50392
Ray S. Crabtree Director
The Principal
Financial Group
Des Moines, IA 50392
David J. Drury Director
The Principal
Financial Group
Des Moines, IA 50392
Arthur S. Filean Vice President
The Principal
Financial Group
Des Moines, IA 50392
Paul N. Germain Assistant Vice President-
The Principal Operations
Financial Group
Des Moines, IA 50392
Ernest H. Gillum Assistant Vice President-
The Principal Registered Products
Financial Group
Des Moines, IA 50392
Thomas J. Graf Director
The Principal
Financial Group
Des Moines, IA 50392
J. Barry Griswell Director
The Principal
Financial Group
Des Moines, IA 50392
Joyce N. Hoffman Vice President and
The Principal Corporate Secretary
Financial Group
Des Moines, IA 50392
Theodore M. Hutchison Director
The Principal
Financial Group
Des Moines, IA 50392
Stephan L. Jones Director and
The Principal President
Financial Group
Des Moines, IA 50392
Ronald E. Keller Director
The Principal
Financial Group
Des Moines, IA 50392
John R. Lepley Senior Vice
The Principal President
Financial Group Marketing and Distribution
Des Moines, IA 50392
Gregg R. Narber Director
The Principal
Financial Group
Des Moines, IA 50392
Richard H. Neil Director
The Principal
Financial Group
Des Moines, IA 50392
Layne A. Rasmussen Controller
The Principal
Financial Group
Des Moines, IA 50392
Charles E. Rohm Director
The Principal
Financial Group
Des Moines, IA 50392
Michael D. Roughton Counsel
The Principal
Financial Group
Des Moines, IA 50392
Jean B. Schustek Compliance Officer
The Principal
Financial Group
Des Moines, IA 50392
Roger C. Stroud Assistant Director
The Principal
Financial Group
Des Moines, IA 50392
Jerry G. Wisgerhof Vice President and
The Principal Treasurer
Financial Group
Des Moines, IA 50392
Peter D. Zornik Arkansas State Director
2624 North Fillmore
Little Rock, AR 72207
(c) (1) (2)
Net Underwriting
Name of Principal Discounts and
Underwriter Commissions
Princor Financial $5,326,848.77
Services Corporation
(3) (4) (5)
Compensation on Brokerage
Redemption Commissions Compensation
0 0 0
Item 30. Location of Accounts and Records
All accounts, books or other documents of the Registrant are located
at the offices of the Depositor, The Principal Financial Group, Des
Moines, Iowa 50392.
Item 31. Management Services
Inapplicable
Item 32. Undertakings
The Registrant undertakes that in restricting cash withdrawals from
Tax Sheltered Annuities to prohibit cash withdrawals before the
Participant attains age 59 1/2, separates from service, dies, or
becomes disabled or in the case of hardship, Registrant acts in
reliance of SEC No Action Letter addressed to American Counsel of Life
Insurance (available November 28, 1988). Registrant further undertakes
that:
1. Registrant has included appropriate disclosure regarding the
redemption restrictions imposed by Section 403(b)(11) in its
registration statement, including the prospectus, used in
connection with the offer of the contract;
2. Registrant will include appropriate disclosure regarding the
redemption restrictions imposed by Section 403(b)(11) in any
sales literature used in connection with the offer of the
contract;
3. Registrant will instruct sales representatives who solicit Plan
Participants to purchase the contract specifically to bring the
redemption restrictions imposed by Section 403(b)(11) to the
attention of the potential Plan Participants; and
4. Registrant will obtain from each Plan Participant who purchases a
Section 403(b) annuity contract, prior to or at the time of such
purchase, a signed statement acknowledging the Plan Participant's
understanding of (a) the restrictions on redemption imposed by
Section 403(b)(11), and (b) the investment alternatives available
under the employer's Section 403(b) arrangement, to which the
Plan Participant may elect to transfer his contract value.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Principal Mutual Life Insurance
Company Separate Account B, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of the Registration Statement and
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned thereto duly authorized in the City of Des Moines and
State of Iowa, on the 28th day of February, 1996.
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
(Registrant)
By: PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
(Depositor)
David J. Drury
By ______________________________________________
David J. Drury
Chairman and Chief Executive Officer
Attest:
Joyce N. Hoffman
- -----------------------------------
Joyce N. Hoffman
Vice President and
Corporate Secretary
As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
D. J. Drury Director, Chairman and February 28, 1996
Chief Executive Officer
D. C. Cunningham Vice President and February 28, 1996
Controller (Principal
Accounting Officer)
C. E. Rohm Executive Vice February 28, 1996
President (Principal
Financial Officer)
(M. V. Andringa)* Director February 28, 1996
M. V. Andringa
(R. M. Davis)* Director February 28, 1996
R. M. Davis
(C. D. Gelatt, Jr.)* Director February 28, 1996
C. D. Gelatt, Jr.
(G. D. Hurd)* Director February 28, 1996
G. D. Hurd
(T. M. Hutchison)* Director February 28, 1996
T. M. Hutchison
(C. S. Johnson)* Director February 28, 1996
C. S. Johnson
(W. T. Kerr)* Director February 28, 1996
W. T. Kerr
(L. Liu)* Director February 28, 1996
L. Liu
(V. H. Loewenstein)* Director February 28, 1996
V. H. Loewenstein
(J. R. Price, Jr.)* Director February 28, 1996
J. R. Price, Jr.
(B. A. Rice)* Director February 28, 1996
B. A. Rice
(J-P. C. Rosso)* Director February 28, 1996
J-P. C. Rosso
(D. M. Stewart)* Director February 28, 1996
D. M. Stewart
(E. E. Tallett)* Director February 28, 1996
E. E. Tallett
(D. D. Thornton)* Director February 28, 1996
D. D. Thornton
(F. W. Weitz)* Director February 28, 1996
F. W. Weitz
*By David J. Druy
David J. Drury
Chairman and Chief Executive Officer
Pursuant to Powers of Attorney
Previously Filed or Included Herein
BANKERS LIFE COMPANY
BOARD RESOLUTION
No. 11315
Passed 6-24-68
BE IT RESOLVED:
1. That the Chairman of the Board or the President shall designate the
appropriate officers to have the primary responsibility and authority within the
provisions of the Articles of Incorporation of the Bankers Life Company and as
permitted under the applicable law to prepare and issue group and/or individual
variable annuity contracts which would result in tax deferral under the Internal
Revenue Code of 1954, as amended, but which do not provide for participation in
the Separate Account established by the Company on the 8th day of August, 1964.
Such variable annuity contracts may provide for benefits whose dollar amount or
other measure of value may vary during the period subsequent to as well as the
period prior to the maturity dates of such contracts.
2. That the Chairman of the Board or the President shall designate the
same or other officers to have the primary responsibility and authority within
the provisions of the Articles of Incorporation of Bankers Life Company and as
permitted under the applicable law to establish one or more additional Separate
Accounts or funds, each of which shall meet the requirements of a "unit
investment trust" as defined by the Investment Company Act of 1940, as amended.
3. That the officers so designated are hereby authorized and directed
to prepare, execute and file with the Securities and Exchange Commission in
accordance with the provisions of the Securities Act of 1933, as amended, a
registration statement or statements, and such amendments thereto as may be
necessary or appropriate, relating to such variable annuity contracts as
described in this resolution.
4. That the officers so designated are hereby authorized if necessary
to prepare, execute and file with the Securities and Exchange Commission in
accordance with the provisions of the Investment Company Act of 1940, as
amended, a registration statement or statements, and such amendments thereto as
may be necessary or appropriate, relating to such unit investment trust or
trusts.
5. That the officers so designated are hereby authorized to take such
further action as may in their judgment be necessary or desirable to effect the
registration of such variable annuity contracts and of such unit investment
trust or trusts.
This is to certify that the above is a true copy of Board Resolution
No. 11315 as it appears on the minute book of the Corporation.
R. E. Cassell
------------------------------------------
R. E. Cassell
Senior Vice-President and Secretary
<PAGE>
EXECUTIVE COMMITTEE RESOLUTION
No. 2000
Passed January 12, 1970
RESOLVED, That in furtherance of resolution No. 11315 of the Board of
Directors enacted on the 24th day of June, 1968, a separate account to be known
as Separate Account B be and hereby is established for the purpose of issuing
variable annuity contracts entitled to special tax treatment under Sections 401
or 403(b) of the Internal Revenue Code 1954, as amended.
<PAGE>
EXECUTIVE COMMITTEE RESOLUTION
RESOLUTION NO. 2115
PASSED 4-12-71
"RESOLVED, That Separate Account B heretofore established by Executive
Committee Resolution No. 2000, passed January 12, 1970, be and is hereby amended
by deleting all reference to Section 401 of the Internal Revenue Code, and as
amended said resolution reads as follows:
'RESOLVED, That in furtherance of Resolution No. 11315 of the Board of
Directors enacted on the 24th day of June 1968, a separate account to
be known as Separate Account B be and hereby is established for the
purpose of issuing variable annuity contracts entitled to special tax
treatment under Section 403(b) of the Internal Revenue Code 1954, as
amended.' "
<PAGE>
Executive Committe Resolution 2927, dated May 17, 1982
On motion duly made and seconded, the following Resolution was unanimously
adopted:
WHEREAS, Board Resolution No. 11315, June 24, 1968, authorized the
establishment and operation of one or more separate accounts for the
purpose of issuing variable annuity contracts entitled to special tax
treatment under the Internal Revenue Code of 1954 as amended, and, pursuant
thereto the establishment of Separate Account B was authorized by Executive
Committee Resolution No. 2000, January 12, 1970, as amended by Executive
Committee Resolution No. 2115, April 12, 1971;
WHEREAS, the Plan of Operations for Separate Account B provides for
alternative funding for variable annuity contracts participating in
Separate Account B;
NOW, THEREFORE, BE IT RESOLVED, that there are hereby established, for the
purpose of providing alternative funding methods for variable annuity
contracts entitled to special tax treatment under the Internal Revenue Code
of 1954, as amended, two separate divisions within Separate Account B, a
Common Stock Division and a Money Market Division. All income and expenses
and all gains or losses, whether or not realized, experienced with respect
to assets for a series of contracts participating in a Division of Separate
Account B shall be credited to or charged against those assets, unaffected
by income and expenses or gains or losses experienced with respect to
assets for any other series of contracts participating in the same or any
other Division of Separate Account B, or constituting any other Separate
Account, or constituting the general account of the Company.
FURTHERMORE, the assets for a series of contracts participating in a
Division of Separate Account B shall not be charged by Bankers Life Company
with any liabilities arising from any other series of contracts issued by
the company participating in the same or from any other Division of
Separate Account B.
<PAGE>
Board Resolution #12434 (passed February 23-24, 1987)
WHEREAS, Board Resolution No. 11315, June 24, 1968, authorized the
establishment and operation of one or more separate accounts for the purpose of
issuing variable annuity contracts entitled to special tax treatment under the
Internal Revenue Code of 1954 as amended, and, pursuant thereto the
establishment of Separate Account B was authorized by Executive Committee
Resolution No. 2000, January 12, 1970, as amended by Executive Committee
Resolution No. 2115, April 12, 1971, and Executive Committee Resolution No.
2927, May 17, 1982;
WHEREAS, the Plan of Operations for Separate Account B provides for
alternative funding for variable annuity contracts participating in Separate
Account B;
NOW, THEREFORE, BE IT RESOLVED, that there are hereby established, for
the purpose of providing alternative funding methods for variable annuity
contracts entitled to special tax treatment under the Internal Revenue Code of
1954, as amended, three separate divisions within Separate Account B, a Common
Stock Division, a Money Market Division and a Government Securities Division.
All income and expenses and all gains or losses, whether or not realized,
experienced with respect to assets for a series of contracts participating in a
Division of Separate Account B shall be credited to or charged against those
assets, unaffected by income and expenses or gains or losses experienced with
respect to assets for any other series of contracts participating in the same or
any other Division of Separate Account B, or constituting any other Separate
Account, or constituting the general account of the Company.
FURTHERMORE, the assets for a series of contracts participating in a
Division of Separate Account B shall not be charged by Principal Mutual Life
Insurance Company with any liabilities arising from any other series of
contracts issued by the Company participating in the same or from any other
Division of Separate Account B.
<PAGE>
MEMORANDUM
November 24, 1993
TO: Dave Drury, Officers, S-6, X7-5921
FROM: Barry Griswell, Ind. Staff, G-13, X7-5749
RE: New Divisions for Separate Account B
In accordance with Principal Mutual Life Insurance Company Board Resolution No.
12503 passed February 22, 1988, I have created the following new division for
Separate Account B to reflect the funding options that will be utilized by the
variable annuity Principal Mutual will issue in the near future:
1. Utilities Division;
2. World Division;
3. Growth Division;
4. Blue Chip Division;
5. Emerging Growth Division;
6. Managed Division; and
7. Bond Division.
In addition, I have directed that the name of the Common Stock Division be
changed to the Capital Accumulation Division.
BARRY GRISWELL
__________________________________
Barry Griswell
BG/srr
dd1124.mem
<PAGE>
MEMORANDUM
July 24, 1994
TO Dave Drury, Officers, S-6, x75921
FROM Barry Griswell, Ind. Staff, G-13, x75749
RE New Divisions for Separate Account B
In accordance with Principal Mutual Life Insurance Company Board Resolution No.
12503 passed February 22, 1988, I have directed the following name changes for
the divisions of Separate Account B to relfect the funding options that will be
utilized by the variable anniuty Principal Mutual will issue in the near future:
Current Name New Name
------------ --------
Utilities Division Asset Allocation Division
Blue Chip Division Aggressive Growth Division
Managed Division Balanced Division
BARRY GRISWELL
- -------------------------------
Barry Griswell
<PAGE>
Board Resolution #12503 (passed February 22-23, 1988)
RESOLVED, that Board Resolution No. 12057, October 18-19, 1982, is amended
and superseded by the following resolution, and all references in other
resolutions to that resolution, or resolutions which it replaced, are amended to
refer to this superseding resolution:
BE IT RESOLVED, that either the Chief Executive Officer, or the President,
is authorized to designate officers who shall have the power and authority,
acting directly or through other officers and employees to whom they may
delegate the power and authority:
1. To prepare and issue or amend appropriate individual life policies,
annuity contracts, disability and double indemnity riders or contracts,
and settlement option contracts; to determine the appropriate plans of
insurance, contracts, riders, amendments and benefits to be offered; to
determine underwriting practices, including exclusions, restrictions,
amount limits and classification of risks; to determine premiums, fees
or charges, non-forfeiture values, and policy loan rates; to administer
benefit payments; and to make recommendations with respect to dividends
to be paid in connection with such policies or contracts.
2. To prepare and issue or amend appropriate individual health policies or
contracts; to determine the appropriate plans of insurance, contracts,
riders, amendments and benefits to be offered; to determine
underwriting practices, including exclusions, restrictions, amount
limits and classification of risks; to determine premium, fees or
charges and non-forfeiture values; to administer benefit payments; and
to make recommendations with respect to dividends to be paid in
connection with such policies or contracts.
3. To prepare and issue or amend appropriate group policies, contracts,
riders, amendments and other forms, including, but not limited to,
life plans, disability benefit plans, health plans, dental plans,
annuity plans and all other forms of plans, contracts or agreements
pertaining to or utilized in connection with pension, profit sharing
and other deferred compensation plans; to determine the plans and
benefits to be offered which may include coverage on dependents as well
as the participants in the plan; to determine the underwriting
practices, including the exclusions, restrictions, amount limits, and
classification of risks; to determine premiums, fees or charges and
values; to administer benefit payments; and to make recommendations
with respect to dividends to be paid in connection with such policies
or contracts.
4. To prepare, issue or amend appropriate individual or group contracts,
policies or annuities providing for a separate account or accounts and
to establish, maintain, amend and discontinue such account or accounts
as are deemed necessary or advisable.
5. To enter into reinsurance and coinsurance contracts and treaties; to
take such actions as are required to liberalize, restrict or otherwise
change benefits, values and underwriting practices with respect to any
class or classes of persons or policyholders; to cause the general
account or any account maintained by the Company to be segmented for
the purposes of crediting investment results separately to any class or
classes of policyholders; to enter into contracts or agreements wherein
the Company undertakes to provide services of any nature; and to
acquire or cause to be formed insurance companies or other
subsidiaries, the stock of which will be owned directly or indirectly
by the Company.
6. To do those other things deemed necessary or desirable to carry out the
business of Principal Mutual Life Insurance Company within the powers
of the Corporation.
BE IT FURTHER RESOLVED, that either the corporate secretary or the general
counsel is authorized to certify the powers of the corporation and the powers
and authority of the officers or employees.
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT is made this ____ day of ____________, 19___,
between Principal Mutual Life Insurance Company ("Principal Mutual"), a mutual
life insurance company organized under the laws of the State of Iowa, and
Princor Financial Services Corporation ("Princor"), an affiliate of Principal
Mutual organized under the laws of the State of Iowa.
WITNESSETH
WHEREAS, Principal Mutual has established Separate Account B ("Separate
Account") and registered such Separate Account as an investment company under
the Investment Company Act of 1940 to fund variable annuity contracts issued by
Principal Mutual Life Insurance Company;
WHEREAS, Princor is registered with the Securities and Exchange Commission
as a broker-dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc.; and
WHEREAS, Principal Mutual desires to issue certain Personal Variable and
Premier Variable group variable annuity contracts ("Contracts") with respect to
the Separate Account which will be sold and distributed by and through Princor,
and Princor is willing to sell and distribute such Contracts under the terms and
conditions stated herein;
NOW, THEREFORE, the parties agree as follows:
1. Principal Mutual hereby appoints Princor as the principal
underwriter of the Contracts issued with respect to the Separate Account, and
Princor agrees to use its best efforts to sell and distribute the Contracts
through its registered representatives or through other broker-dealers
registered under the Securities and Exchange Act of 1934 whose registered
representatives are authorized by applicable law to sell variable annuity
contracts.
2. All payments and other monies payable upon the sale, distribution,
renewal or other transaction involving the Contracts shall be the property of
and be paid or remitted directly to Principal Mutual, who shall retain all such
payments and monies for its own account except to the extent such payments and
monies are allocated to the Separate Account. Princor shall not be deemed to
have any interest in such payments
3. For the administrative convenience of the parties, Principal Mutual
shall:
(a) pay to the registered representatives of Princor the commissions
earned on the sale, distribution, renewal or other transaction
involving the Contracts as determined in the attached Commission
Schedule, and provide Princor with accurate records of all such
commissions paid on its behalf; and
(b) pay to broker-dealers with whom Princor has entered into a Selling
Agreement for the distribution of the Contracts any applicable
dealer allowance or other compensation as provided in such Selling
Agreement, and provide Princor with accurate records of all such
payments paid on its behalf.
4. Principal Mutual shall pay to Princor an amount equal to the
expenses incurred by Princor in the performance of this Agreement. Princor shall
provide a statement of expenses to Principal Mutual at least semi-annually in a
form and manner agreed to by the parties.
5. Princor shall be solely responsible for the supervision and control
of the conduct and activities of its registered representatives with regard to
the sale and distribution of the Contracts.
6. Principal Mutual shall assume the responsibility, including the
costs thereof, for all administrative and legal functions pertaining to the
Contracts not otherwise specifically assumed by Princor in this agreement,
including but not limited to the following: filing of any contracts with a state
securities commission as required by applicable state securities (Blue Sky)
laws; the preparation, printing and filing of prospectuses; the development,
filing, and compliance with federal and state securities laws and regulations of
the Separate Account; contract development; SEC registration; filing and
compliance with state insurance laws and regulations; underwriting; contract
issue and contractowner service functions; developing sales and promotional
material; and training agents.
7. Principal Mutual will prepare and maintain all the books and records
in connection with the offer and sales of variable annuity contracts which are
required to be maintained and preserved in accordance with applicable securities
law; and all such books and records are to be maintained and held by Principal
Mutual on behalf of and as agent for the broker-dealer whose property they are
and shall remain; and all such books and records will be made available for
inspection by the Securities and Exchange Commission at all times.
8. Principal Mutual shall send to each contractowner or such other
person as appropriate a confirmation as required by law or regulation of any
transaction made with respect to the Contracts which shall reflect the true
facts of the transaction and show that confirmation of the transaction is being
sent on behalf of the broker-dealer acting in the capacity of agent for the
insurance company.
9. Princor and Principal Mutual may enter into agreements with other
broker-dealers duly licensed under applicable federal and state laws and with
their affiliated general agencies, if any, for the sale and distribution of the
Contracts. The commission payable to registered representatives on the sale of
Contracts thereunder may not exceed the amount shown on the attached Commission
Schedule.
10. This agreement may be terminated by either party upon 60 days prior
written notice. Princor shall promptly notify the Securities and Exchange
Commission of any such termination.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed on the day and year written above.
PRINCIPAL MUTUAL LIFE
INSURANCE COMPANY
By:_____________________________
PRINCOR FINANCIAL SERVICES
CORPORATION
By:______________________________
BROKER-DEALER
MARKETING AND COMPENSATION AGREEMENT
FOR
PERSONAL VARIABLE ANNUITY CONTRACTS
AGREEMENT made this day of , 19 , by and between Princor Financial Services
Corporation (hereinafter called Distributor), (hereinafter called Broker) and
Principal Mutual Life Insurance Company (hereinafter called Issuer).
MARKETING
In consideration of the mutual agreements herein contained, the Parties hereto
agree as follows:
1. The Distributor hereby appoints the Broker to sell Personal Variable
Annuity Contracts (hereinafter called Annuity Contracts) issued by the
Issuer. This agreement is a selling agreement between broker-dealers. It
does not designate any party as the broker, agent, or employee of any
other Party. Words and phrases in this Agreement given special meaning in
any Annuity Contracts shall have that same special meaning in this
Agreement unless specifically defined otherwise herein.
2. The Broker hereby agrees to direct its best efforts to find purchasers
for Annuity Contracts issued by the Issuer. The Broker does not undertake
hereby to sell any specific number of Annuity Contracts issued by the
Issuer.
3. The Distributor shall provide the Broker with a reasonable number of
current prospectuses and such other material as the Distributor
determines to be desirable for use in connection with the sale of Annuity
Contracts or the solicitation of applications for participation
thereunder. The Distributor shall indemnify and hold the Broker harmless
for misrepresentations or omissions with regard to prospectuses and sales
materials provided by the Distributor as well as misrepresentations or
omissions of employees of the Distributor or Principal Mutual Life
Insurance Company relied upon in connection with the sale of Annuity
Contracts or the solicitation of applications for participation
thereunder.
4. The Broker warrants that it is a member in good standing of the National
Association of Securities Dealers, Inc. (NASD) and will promptly notify
Distributor of any change in Broker's status as a member of the NASD.
5. The Broker represents that it is currently a member of SIPC and, while
this agreement is in effect, will continue to be a member of SIPC. The
Broker agrees to notify the Distributor if the Broker's SIPC membership
status changes.
6. The Broker warrants that the Broker and any person associated with or
acting for the Broker in the solicitation of applications for Annuity
Contracts shall be qualified pursuant to the requirements of the National
Association of Securities Dealers, Inc. and appropriate federal and state
agencies regulating securities, insurance, any other aspect of the
Annuity Contracts or the sale of them. The Broker shall be responsible
for seeing to such qualifications, and will indemnify and hold the
Distributor and the Issuer harmless for any failure to have all persons
engaged in solicitation properly licensed, registered, and appointed for
securities and insurance sales.
7. The Broker shall be responsible for supervising and controlling the
conduct and activities of its Registered Representatives with regard to
the sale and distribution of Annuity Contracts. The Broker agrees to
indemnify and hold the Distributor and the Issuer harmless for claims and
actions of any sort which arise from the conduct and activities of the
persons involved in the sale and distribution of the Annuity Contracts.
8. The Broker shall act only in its own behalf in making agreements with
Registered Representatives or other persons in connection with the
solicitation or sales of Annuity Contracts.
9. The Broker agrees to maintain all books and records relating to the sale
of Annuity Contracts or interests therein required to be maintained by
the Broker pursuant to the Securities Exchange Act of 1934, in conformity
with the requirements of Rules 17a-3 and 17a-4 under such Act, and to the
applicable securities or insurance laws of any state.
10. The broker shall transmit promptly and directly to the Distributor all
Contributions collected by or paid to the Broker. All Annuity Contracts
are to be delivered promptly, and any undelivered Annuity Contracts are
to be returned within the time allowed or on demand.
COMPENSATION
With respect to the Annuity Contracts issued by the Issuer and distributed by
the Distributor upon applications for Annuity Contracts obtained by the Broker
while this agreement is in force, it is agreed that, subject to all provisions
of this Agreement and only so long as the Agreement remains in force, the Broker
shall receive Compensation in the form of a dealer concession as provided by
Schedule A attached hereto.
1. Compensation shall only be paid with respect to Annuity Contracts issued
while this Agreement is in force. Determination of the Annuity Contracts
applicable to this Agreement shall be by the Issuer.
2. The Distributor may, at any time, upon written notice to the Broker,
change any and all of the rates of Compensation set out herein.
3. If the Issuer, for any reason, refunds any Contributions, or any part
thereof, on any Annuity Contract, any Compensation paid on the amount
refunded shall be repaid to the Issuer by the Broker promptly and on
demand.
4. Any indebtedness of any kind due to the Distributor or Issuer from the
Broker may be offset against any amount due the Broker.
5. No assignment of the Compensation payable pursuant to this Agreement
shall be valid unless it is accepted in writing by the Issuer and
Distributor.
6. Broker agrees that if its Representatives are paid for a portion of their
expenses incurred in the sale of Annuity Contracts out of the Broker's
dealer concession, such payment will be conditioned upon the statement of
the Representative that he or she has actual unreimbursed expenses
incurred in the sale of the Annuity Contracts equal to or exceeding the
payment.
GENERAL
1. The Broker shall have no authority to incur any liability or debt against
the Distributor or the Issuer; accept risks or contracts of any kind;
make, alter, authorize or discharge any contract; extend the time of
payment of any Contributions; waive payments, fail to transmit any
Contributions collected promptly to the Distributor; use any advertising
or sales material which has not first been submitted to and approved by
the Distributor and the Issuer; nor bind the Distributor or the Issuer in
any way.
2. Any modifications of this Agreement must be in writing and signed by an
authorized officer of the Distributor and the Issuer.
3. This Agreement may be terminated by either the Distributor, the Broker or
the Issuer upon written notice to the last known address of the other
parties.
4. This Agreement supersedes and replaces any and all prior agreements of
the Distributor or the Issuer with the Broker on the subject of Contracts
or the sale of them.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in triplicate on the date first above written.
Broker
By ___________________________________
PRINCOR FINANCIAL SERVICES CORPORATION
By ___________________________________
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By ___________________________________
<PAGE>
SCHEDULE A
DEALER CONCESSION
PERSONAL VARIABLE ANNUITY CONTRACTS
A Dealer Concession will be paid to the Broker according to one of the following
schedules as elected by the Contractholder:
Schedule A Schedule B
- ------------------------------------- -------------------------------------
Amount Amount
Amount of Plan Payable as a Amount of Plan Payable as a
Contributions Percent of Plan Contributions Percent of Plan
in Each Deposit Year Contributions in Each Deposit Year Contributions
-------------------- --------------- -------------------- ---------------
The first $ 5,000 4.50 The first $ 50,000 3.00
The next 5,000 3.00 The next 50,000 2.00
The next 5,000 1.70 The next 400,000 1.00
The next 35,000 1.40 The next 2,500,000 0.50
The next 50,000 0.90 Excess over 3,000,000 0.25
The next 400,000 0.60
Excess over 500,000 0.25
GROUP ANNUITY CONTRACT
Principal Mutual Life Insurance Company
711 High Street
Des Moines, Iowa 50392-0001
in consideration of the application for this contract made by
(the Contractholder)
and payment of all Contributions provided for in this contract, agrees to make
payments to the person or persons entitled to them subject to the provisions of
this contract.
This contract is delivered in ____________________________________ .
Contributions are directed into Separate Account B and are not guaranteed as to
fixed dollar amount but will increase or decrease in dollar amount, depending on
the investment performance of Separate Account B, as set out in this contract.
This contract is issued and accepted subject to all the terms set forth in it.
This contract is executed by Principal Mutual Life Insurance Company at its Home
Office to take effect as of the ______________ day of
_______________________________ , 19 _________ , which is the Contract Date.
---------------------------------
Registrar
Date ____________________
GROUP CONTRACT NO. GA
Group Annuity Contract - Personal Variable
With Pooled Separate Account
Variable Benefits
GP A 5963
<PAGE>
TRANSFER RIDER
This rider is made part of the group annuity contract to which it is attached.
Such group annuity contract is issued by us to you. All terms defined in the
contract have the same meaning where used in this rider.
The purpose of this rider is to credit time when a Plan Participant was covered
under a prior contract issued by us for purposes of determining the charge under
Article VI, Section 2.
The effective date of this rider is the latest of the Contract Date, the date
the rider was approved for use in the state of issue of this contract or as
stated in the amendment adding it to the contract. This rider modifies the
contract as follows:
1. By adding the following definition to Article I, Section 2:
Prior Contract means aother group annuity contract issued by
us.
2. By striking the first sentence of Article VI, Section 2, and
substituting the following sentence:
If a single sum payment is made from any of the Investment
Accounts which correlate to a Plan Participant within seven
years after the first Contribution which correlates to such
Plan Participant is accepted by us under this contract or a
Prior Contract, a charge will be made for such payemnt under
this Section.
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
RIDER FOR NEW DIVISIONS
This rider is added to the Group Annuity Contract issued by us of which it is a
part. All terms defined in the contract have the same meaning where used in this
rider. The effective date of this rider is the latest of (i) the Contract Date,
(ii) the date this rider is approved for use in the state of issue, or (iii) the
date stated in the amendment adding it to the contract.
The purpose of this rider is to add five new Divisions to the contract and
change the name of the Common Stock Division to the Capital Accumulation
Division.
This rider modifies the contract as follows:
1. By striking the words "Common Stock Division" wherever they appear and
substituting in their place the words "Capital Accumulation Division".
2. By striking the first paragraph of Article II, Section 2 and
substituting the following:
SECTION 2--SEPARATE ACCOUNT B. We have established and will maintain a
separate account called Principal Mutual Life Insurance Company
Separate Account B (Separate Account B). Separate Account B is divided
into several Divisions. The Divisions of Separate Account B available
on the Contract Date for Contributions are the Capital Accumulation
Division, Government Securities Division, Money Market Division, Growth
Division, Emerging Growth Division, World Division, Balanced Division
and Bond Division. Each Division invests amounts credited in a Mutual
Fund at net asset value. Any and all distributions made by a Mutual
Fund in respect of its shares held by Separate Account B will be
reinvested in additional shares of such Mutual Fund, at net asset
value. A redemption of Mutual Fund shares by Separate Account B is at
net asset value. We reserve the right to change the Mutual Funds in
which Separate Account B invests as provided in Article VII, Section
18.
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
David J. Drury
PRESIDENT
<PAGE>
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
Section 1 ----- Parties to this Contract
Section 2 ----- Other Defined Terms
ARTICLE II CONTRIBUTIONS AND ACCOUNTS
Section 1 ----- Contributions
Section 2 ----- Separate Account B
Section 2A ----- Determination of Unit Value of Separate Account B
Section 2B ----- Determination of Net Investment Factor
Section 3 ----- Investment Accounts
Section 4 ----- Forfeitures
Section 5 ----- Transfers Between Investment Accounts
Section 6 ----- Disposition of an Investment Account
Section 7 ----- Cancellation of Investment Account Units
Section 8 ----- Funds
ARTICLE III EXPENSES
Section 1 ----- Expenses
ARTICLE IV BENEFITS
Section 1 ----- Distribution of Benefits
ARTICLE IVA INCOME BENEFITS
Section 1 ----- Income Benefits
Section 2 ----- Options
Section 3 ----- Amount and Form of Benefit Payments
Section 4 ----- Change in Variable Annuity Payments
Section 5 ----- Adjustment to Variable Annuity Reserves
Section 6 ----- Mortality and Expense Guarantees
Section 7 ----- Basis of Annuity Purchases
Section 8 ----- Cancellation of Annuity
ARTICLE IVB OTHER BENEFITS
Section 1 ----- Benefits Available Upon Termination, Retirement, or Disability
Section 2 ----- Benefits Payable at Death
Section 2A ----- Options for Benefits Payable at Death
Section 3 ----- Withdrawals
Tc--1;TDSA-VA2;9203 (CE)
<PAGE>
ARTICLE V TRANSFERS; CESSATION
Section 1 ----- Transfer to Another Funding Agent
Section 2 ----- Transfer to a Companion Contract
Section 3 ----- Transfer from a Companion Contract
Section 4 ----- Cessation of Contributions
ARTICLE VI CHARGES AND LIMITATIONS
Section 1 ----- Limitations on Payments and Transfers from Investment Accounts
Section 2 ----- Charges for Discontinuation of Participation Under the Contract
ARTICLE VII GENERAL PROVISIONS
Section 1 ----- Certificates
Section 2 ----- Beneficiary
Section 3 ----- Dividends
Section 4 ----- Contract
Section 5 ----- Plan and Plan Amendments
Section 6 ----- Waiver and Modification
Section 7 ----- Misstatements
Section 8 ----- Information, Proofs and Determination of Facts
Section 9 ----- Amendment
Section 10 ----- Contributions
Section 11 ----- Modification in Mode of Payment of Annuity
Section 12 ----- Commutation of Payments
Section 13 ----- Facility of Payment
Section 14 ----- Pronouns
Section 15 ----- Assignment
Section 16 ----- Investment Manager
Section 17 ----- Basis of Reserve
Section 18 ----- Substituted Securities
TC--2;TDSA-VA2;9203
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1--PARTIES TO THIS CONTRACT. This contract is between the Contractholder
and Principal Mutual Life Insurance Company.
Contractholder means the holder of this contract named on the face page and will
be referred to in this contract as you or your.
Principal Mutual Life Insurance Company will be referred to in this contract as
we, us, or our.
SECTION 2--OTHER DEFINED TERMS.
Annual Average Balance means the total value at the beginning of the Deposit
Year of all Investment Accounts which correlate to a Plan Participant under this
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 Plan Participant during
the period.
Annuity Change Factor means the factor described in Article IVA, Section 4.
Annuity Commencement Date means the beginning date for annuity payments.
Annuity Premium means the amount applied under this contract to purchase an
annuity.
Annuity Purchase Date means the date an Annuity Premium is applied to purchase
an annuity.
Companion Contract means a group annuity contract not registered with the
Securities and Exchange Commission offering guaranteed interest crediting rates
which may be issued by us to you for the purpose of funding benefits under the
Plan. We must agree in writing that a contract is a Companion Contract.
Contract Date means the date this contract is effective, as shown on the face
page.
Contract Year means a period beginning on a Yearly Date and ending on the day
before the next Yearly Date.
Contributions means amounts you pay to us which we have accepted under Article
II, Section 1.
Deposit Year means the twelve month period selected by you.
Division means a part of Separate Account B invested in shares of a single
Mutual Fund. You may choose to limit the Divisions available to Plan
Participants under this contract.
Employer means the corporation, sole proprietor, firm, organization, agency or
political subdivision named as employer in the Plan and any successor.
Flexible Income Option means a form of distributing benefits as described in
Article IVA, Section 2.
Funding Agent means an insurance company, custodian or trustee designated by you
and authorized to receive any amount or amounts transferred under Article V,
Section 1. Funding Agent will also mean Principal Mutual Life Insurance Company
where you direct us to transfer such amounts from this contract to another group
annuity contract issued by us to you.
1--1;TDSA-VA2;9504
<PAGE>
Internal Revenue Code means 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
regulations thereunder.
Investment Account means the account established as described in Article II,
Section 3.
Investment Account Value means 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 for this series of contracts for that
Division for the Valuation Period in which such date occurs.
Mutual Fund means a registered open-end investment company in which a Division
of Separate Account B invests.
Net Investment Factor means, for a Division, the factor described in Article II,
Section 2B, for this series of contracts.
Normal Income Form means 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 will be:
(a) for an unmarried Plan Participant, the variable annuity specified in
Option 1 of Article IVA, Section 2, with a minimum period of 10 years.
(b) for a married Plan Participant, the variable annuity with one-half
survivorship specified in Option 4 of Article IVA, Section 2.
Notification means any form of notice that is received by us at our home office
and that is approved in advance by us, including approved written forms,
electronic transmissions, telephone transmissions, facsimiles or photocopies. We
will notify you regarding the acceptable forms of notice we will allow. At our
discretion, we may require that another form of notice be used in a particular
case or that a particular notice be confirmed. Owner of Benefits means the
entity or individual that has the exclusive right to be paid benefits and
exercise rights and privileges pursuant to such benefits. The Plan Participants
are the Owners of Benefits.
Plan means the retirement plan established by the Employer in effect on the date
this contract is executed and as amended from time to time, which the Employer
has designated to us in writing as the plan funded by this contract.
Plan Participant means a person who is (i) a participant under the Plan, (ii) a
spouse beneficiary of a deceased participant, or (iii) an alternate payee under
a Qualified Domestic Relations Order, in whose name records of contributions and
accounts are kept under this contract.
Qualified Domestic Relations Order means a Qualified Domestic Relations Order as
defined in Internal Revenue Code Section 414(p)(1)(A).
Quarterly Date means the last Valuation Date in the third, sixth, ninth and
twelfth month of each Deposit Year. Separate Account B means Principal Mutual
Life Insurance Company Separate Account B as described in Article II, Section 2.
1--2;TDSA-VA2;9211
<PAGE>
Termination of Employment means a Plan Participant's termination of employment
with the Employer, determined under the Plan and as reported to us.
Total and Permanent Disability means that a Plan Participant is disabled, as the
result of sickness or injury, so as to be prevented from engaging in any
substantial gainful activity and such total disability has been continuous for a
period of at least six months. The Plan Participant must submit due proof
thereof which is acceptable to us.
Unit Value means the value of a unit of a Division of Separate Account B, as
described in Article II, Section 2A.
Valuation Date means the date on which the net asset value of a Mutual Fund is
determined.
Valuation Period means 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 means a series of periodic payments which are not
guaranteed as to dollar amounts but which will increase or decrease to reflect
the investment experience of the Common Stock Division of Separate Account B.
Periodic payments made pursuant to the Flexible Income Option as described in
Article IVA, Section 2, are not Variable Annuity Payments.
Variable Annuity Reserves means the reserves held for annuities in the course of
payment.
Yearly Date means the Contract Date and the same day of each year thereafter.
1--3;TDSA-VA2;9203
<PAGE>
ARTICLE II
CONTRIBUTIONS AND ACCOUNTS
SECTION 1--CONTRIBUTIONS. Contributions may be accepted by us under this
contract on any date on or after the Contract Date, subject to the provisions of
Article VII, Section 10. A Contribution is any amount determined or allowed by
the Plan to be paid to us. Contributions which correlate to a Plan Participant
may be paid to us at any time on or after the Contract Date. Contributions in
excess of those determined by the Plan may be paid to us only with our consent.
All Contributions are payable directly to us at our home office in Des Moines,
Iowa.
Contributions may be directed to any Investment Accounts available as described
in Section 3 of this Article, as specified by Notification to us. Contributions
will be added to each Investment Account in the amount or percentage specified
in the Notification on file with us. If we have no Notification on file for a
particular Contribution, we will direct such Contribution to the Money Market
Division Investment Account which correlates to the Plan Participant in whose
name the Contribution was made. The investment direction may be changed at any
time by filing a new Notification with us. The Money Market Division will be
available for this purpose even if you choose not to make the Money Market
Division available as an investment option for Plan Participants under this
contract.
We will maintain separate accounting records for each type of Contribution which
correlate to Plan Participants that is permitted or required to be made under
the Plan.
SECTION 2--SEPARATE ACCOUNT B. We have established and will maintain a separate
account called Principal Mutual Life Insurance Company Separate Account B
(Separate Account B). Separate Account B is divided into several Divisions. The
Divisions of Separate Account B available on the Contract Date for Contributions
are the Capital Accumulation Division, Government Securities Division and Money
Market Division. Each Division invests amounts credited in a Mutual Fund at net
asset value. Any and all distributions made by a Mutual Fund in respect of its
shares held by Separate Account B will be reinvested in additional shares of
such Mutual Fund, at net asset value. A redemption of Mutual Fund shares by
Separate Account B is at net asset value. We reserve the right to change the
Mutual Funds in which Separate Account B invests as provided in Article VII,
Section 18.
Amounts which will be credited to Separate Account B include amounts held in
connection with this contract and other contracts we designate as participating
in Separate Account B, and amounts which are credited to it by us for the
purpose of maintaining reserves for Variable Annuity benefits.
In addition, all income, gains and losses, whether or not realized, and expenses
with respect to Separate Account B or a Division thereof will be credited to or
charged against such Separate Account B or such Division without regard to our
income, gains, losses, or expenses or the income, gains, losses or expenses of
any other Division of Separate Account B. The assets of Separate Account B or a
Division thereof will not be charged with any of our liabilities or any
liabilities arising out of any other Division of Separate Account B.
2--1,TDSA-VA2;9504
<PAGE>
SECTION 2A--DETERMINATION OF UNIT VALUE OF SEPARATE ACCOUNT B. The Unit Value
for a Division of Separate Account B is the basis of determining the value of
interests of Owners of Benefits in such Division. The Unit Value for each
Division is determined on each date on which the net asset value of its
underlying Mutual Fund is determined.
The Unit Value for a Division for a Valuation Period is the value determined as
of the end of such period. The Unit Value for each Division was fixed at $1.00
for the Valuation Period in which the first amount of money was credited to that
Division of Separate Account B under this series of contracts. The Unit Value
for a Division for any later Valuation Period is equal to its Unit Value for the
immediately preceding Valuation Period multiplied by the Net Investment Factor
for such Division for this series of contracts for such later Valuation Period.
SECTION 2B--DETERMINATION OF NET INVESTMENT FACTOR. The Net Investment Factor
for a Division for this series of contracts for any specified Valuation Period
is equal to
(a) the quotient obtained by dividing (i) the net asset value of a share of
its Mutual Fund as of the end of such Valuation Period, plus the per
share amount of any dividend or other distribution made by such Mutual
Fund during such Valuation Period (less any adjustment for taxes, if
any) by (ii) the net asset value of a share of such Mutual Fund as of
the end of the immediately preceding Valuation Period,
reduced by
(b) a mortality and expense risks charge of a number equal to the ratio of
(i) the number of days in the Valuation Period, to (ii) 365, multiplied
by .55%.
The amounts derived from applying the rate specified in subparagraph (b) above
will be accrued daily and will from time to time be transferred from Separate
Account B at our discretion. The net asset value of a share of a Mutual Fund is
determined and reported by such Mutual Fund or its agent.
SECTION 3--INVESTMENT ACCOUNTS. An Investment Account for each type of
Contribution will be established to correlate with each Plan Participant for
each Division of Separate Account B under this contract, as directed by you, or
the Owner of Benefits, as provided by the Plan. We will maintain each of these
Investment Accounts until the Investment Account Value is either applied to
provide an annuity for the Owner of Benefits under Article IVA, or paid to the
Owner of Benefits or the beneficiary, or transferred in accordance with the
provisions of this contract.
Each Contribution of each type will be allocated to the Division or Divisions of
Separate Account B in accordance with the Notification on file with us and will
result in a credit of units to the appropriate Investment Account. The number of
units credited will be determined by dividing the portion of the Contribution
allocated to a Division by the Unit Value for such Division for the Valuation
Period within which the Contribution was received by us.
2--2;TDSA-VA2;9203
<PAGE>
SECTION 4--FORFEITURES. When we are notified that an event has occurred, as
determined by the Plan, which requires a reduction to any Investment Accounts,
we will identify and segregate the amounts involved in the Investment Accounts
affected. Any segregated amounts will become forfeitures and the necessary units
will be cancelled in accordance with Article II, Section 7. The resulting
amounts will be added to any other forfeiture amounts and will be applied in
accordance with Plan provisions on the earliest date which is consistent with
Plan provisions. Any amounts allocated because of this Section will be
considered a Contribution under Section 1 of this Article, and the provisions of
Section 1 will apply.
SECTION 5--TRANSFERS BETWEEN INVESTMENT ACCOUNTS. All or any portion of an
Investment Account which correlates to a Plan Participant may be transferred to
another Investment Account correlating to such Plan Participant under this
contract for the same type of Contribution. Any transfer is subject to the
following:
(a) We must receive Notification to transfer from you, or the Owner of
Benefits, as permitted by the Plan. The Notification will specify the
amount to be transferred and the accounts involved.
(b) No transfer will be effective if it is within one month before the
Annuity Commencement Date.
(c) All transfers are subject to the limitations contained in Article VI,
Section 1.
Any transfer under this Section will be an application from the Investment
Account from which the funds are transferred as of the date of transfer and will
be treated as a Contribution to the appropriate Investment Account as of the
date of the transfer.
SECTION 6--DISPOSITION OF AN INVESTMENT ACCOUNT. Units will remain credited to
each Investment Account until cancelled for one of the following:
(a) Application to purchase an annuity for the Owner of Benefits.
(b) Payment of a single sum cash benefit to the Owner of Benefits or the
beneficiary.
(c) Transfer or adjustment of the value of such account, according to the
terms of this contract.
(d) Payment of the charges described in Article VI, Section 2.
(e) Payment of the expenses described in Article III, Section 1.
SECTION 7--CANCELLATION OF INVESTMENT ACCOUNT UNITS. When a payment, transfer,
application is made or an expense is paid from an Investment Account, the number
of units to be cancelled will be determined by dividing the dollar amount of the
payment, transfer, application or expense by the Unit Value for such Investment
Account.
SECTION 8--FUNDS. We are the sole owner of all funds received under this
contract.
2--3;TDSA-VA2;9203
<PAGE>
ARTICLE III
EXPENSES
SECTION 1--EXPENSES. We charge a one-time application fee of $825, payable when
the application is submitted to us. In addition, if Plan assets are transferring
from another Funding Agent, there is a transfer fee of $500 plus $3 per Plan
Participant. However, the total transfer fee will not exceed $1,000. The
transfer fee will be reduced by 20% if data is reported to us in our standard
format by modem, diskette, or magnetic tape. An additional charge may apply if
records aren't current on the transfer date. We also make a contract
administration charge and a recordkeeping charge each Quarterly Date and upon
certain withdrawals of all Investment Account Values which correlate to a Plan
Participant. We will charge you for services you ask us to perform that are not
covered by the contract administration and recordkeeping charges, including, but
not limited to, charges for producing sample documents. We will inform you of
the charges for such services before we perform them.
The contract administration charge assessed on the Quarterly Date is equal to
one-fourth of the product obtained by multiplying the Annual Average Balance at
the end of the preceding quarter by .0035%.
If all Investment Accounts which correlate to a Plan Participant are cancelled
as a result of a withdrawal at any time other than a Quarterly Date, the
contract administration charge assessed will be the product of (i) the value at
the immediately preceding Quarterly Date of the Investment Accounts so
cancelled, adjusted by the time weighted average of Contributions to, and
withdrawals from, such Accounts for the period from such Quarterly Date through
the date of cancellation, multiplied by (ii) the percentage figure described
above pro-rated for the period.
The recordkeeping charge is $31 per Plan Participant per year and is based on
the number of Plan Participants, both active and inactive, for whom there are
Investment Accounts or for whom we provide recordkeeping services on outside
assets during the quarter. One-fourth of the annual charge is normally assessed
each Quarterly Date. The amount of the standard recordkeeping charge is subject
to adjustment, up or down, depending on whether employer reports and summaries
and benefit plan reports for Plan Participants are to be prepared on other than
a quarterly basis, whether more or less than two non-discrimination tests under
Internal Revenue Code Sections 401(k) and 401(m) are to be performed annually,
and whether Plan Participant data, investment elections, and ongoing
Contributions are to be reported in our standard format by modem, magnetic tapes
or diskettes. In addition, if reports are mailed directly to Plan Participants,
there is an additional charge of $3 per Plan Participant per year. The amount of
the adjustment is prescribed in a written service and expense agreement we have
with you. You must advise us before each Quarterly Date of any circumstances
which would result in an adjustment to the amount of the charge.
An additional location recordkeeping fee of $600 per year applies for each
additional employee group or location requiring separate (i) communication with
us, (ii) benefit plan reports, or (iii) profit sharing-style allocations. In
addition, separate contract administration, recordkeeping, and documentation
fees may apply for each employee group or location requiring separate government
reports and/or sample plan documents.
If the first Deposit Year is less than twelve months, the recordkeeping charge
will be adjusted so that the full amount of the annual charge per Plan
Participant will be assessed during the Deposit Year.
3--1;TDSA-VA2;9504
<PAGE>
If all Investment Accounts which correlate to a Plan Participant are cancelled
as a result of a withdrawal at any time during the Deposit Year, we will charge
the unassessed portion of the full annual recordkeeping charge attributable to
the Plan Participant.
If the contract administration or recordkeeping charge is being deducted from
Investment Accounts which correlate to a Plan Participant, we will reduce the
charges to be deducted, if necessary, so that the charges will not exceed 1% of
the aggregate Investment Account Values which correlate to the Plan Participant
at the time the charges are made. If we have also issued a Companion Contract to
you, the recordkeeping charge chargeable under the Companion Contract with
respect to any Plan Participant will be reduced by the amount of the
recordkeeping charge paid under this contract.
The contract administration and recordkeeping charges (or certain components
thereof) may be deducted from the Investment Accounts or may be paid separately
by you, as specified in your written service and expense agreement with us. If
such charges are deducted from Investment Accounts, the portion of the charges
attributable to a Plan Participant is allocated to the Investment Accounts which
correlate to the Plan Participant in proportion to the relative values of such
Investment Accounts. The charges will be an application from each such Account
when deducted, and will be made by cancelling units as described in Article II,
Section 7.
If charges are being paid separately by you, these charges must be paid to us
directly at our home office in Des Moines, Iowa. We will send you a statement of
the charges periodically in accordance with our written service and expense
agreement with you. Such charges must be paid within 31 days from the date of
the statement. If the contract administration and recordkeeping charges
attributable to investments in the contract are not paid within 31 days from the
date of the statement date, we will deduct them from the Investment Accounts as
set out above. If this automatic deduction of the charges occurs twice in any
twenty-four (24) month period, we will deduct the contract administration and
recordkeeping charges from the Investment Accounts thereafter until a new
written service and expense agreement is completed with us.
3--2;TDSA-VA2;9504
<PAGE>
ARTICLE IV
BENEFITS
SECTION 1--DISTRIBUTION OF BENEFITS. Benefits will be payable to an Owner of
Benefits or a beneficiary under this contract as an annuity or in flexible
income payments as described in Article IVA, or in a single sum payment as
described in Article IVB.
Depending on Plan provisions, benefits may be payable at the request of the
Owner of Benefits or because of a Plan Participant's
(a) Termination of Employment,
(b) retirement (whether early, normal or late),
(c) disability,
(d) death, or
(e) withdrawal as described in Article IVB, Section 3.
4--1;TDSA-VA2;9203
<PAGE>
ARTICLE IVA
INCOME BENEFITS
SECTION 1--INCOME BENEFITS. An Owner of Benefits may elect to have all or any
portion of the Investment Accounts which correlate to a Plan Participant used to
provide a Flexible Income Option or purchase a benefit payment for the Owner of
Benefits, payable under any option of Section 2 of this Article, as long as the
benefit conforms to Plan provisions and complies with the following:
(a) The amount available to provide the annuity is as specified by the
Plan, as reported to us by you.
(b) The Owner of Benefits, as permitted by the Plan, must request us to
purchase, using a form we either furnish or approve.
(c) If no optional form of income is elected, the Normal Income Form will
be purchased.
(d) Subject to the provisions of Article VII, Section 11, the Annuity
Premium amount applied for an Owner of Benefits must be at least
$1,750. (If other annuities have been provided from the Investment
Accounts which correlate to the Plan Participant under the contract,
this provision does not apply.)
(e) Except for the Flexible Income Option, the form of annuity and the
contingent annuitant named (if any) cannot be changed after the Annuity
Purchase Date.
(f) The Annuity Commencement Date will be one month following the Annuity
Purchase Date.
(g) Variable Annuity Payments payable under any option of Section 2 of
this Article must be paid on a monthly basis.
(h) Flexible Income Option payments may be made on a monthly, quarterly,
semi-annual or annual basis unless the Plan specifies otherwise.
SECTION 2--OPTIONS. Any of the options described below may be chosen as the form
of income for payment of benefits.
Option 1--Variable Annuity with Minimum Period. This provides benefit payments
starting on the Annuity Commencement Date for the minimum period elected and
continuing for the lifetime of the Plan Participant. The minimum period may be
0, 5, 10, 15, or 20 years or the period (called the installment refund period)
required for the sum of all benefit payments to equal the amount applied,
assuming all payments are in the same amount as the initial payment. If this
option is chosen, we must have Notification of the length of the minimum period
and the beneficiary, if applicable, designated by the Owner of Benefits. Option
2--Joint and Survivor Variable Annuity with Minimum Period. This provides
benefit payments starting on the Annuity Commencement Date for a minimum period
of 10 years. Benefits will be paid for the joint lifetimes of the Plan
Participant and the contingent annuitant named in the election and continue
after the death of either payee in the amount that would have been payable to
them jointly for the lifetime of the survivor. If both payees die before the end
of the minimum period, the remaining payments for the minimum period will be
paid to the beneficiary. If this option is chosen, we must have Notification of
the name and date of birth of the contingent annuitant and the beneficiary
designated by the Owner of Benefits.
4A--1;TDSA-VA2;9203
<PAGE>
Option 3--Joint and Two-Thirds Survivor Variable Annuity. This provides benefit
payments, starting on the Annuity Commencement Date, for the joint lifetimes of
the Plan Participant and the contingent annuitant named in the election. At the
death of either payee, two-thirds of the amount that would have been payable had
both survived will be continued to the survivor for his lifetime. If this option
is chosen, we must have Notification of the name and date of birth of the
contingent annuitant.
Option 4--Variable Annuity with One-Half Survivorship. This provides benefit
payments starting on the Annuity Commencement Date and continuing for the
lifetime of the Plan Participant. If the Plan Participant dies on or after the
Annuity Commencement Date, one-half of the benefit payment will be continued to
the contingent annuitant for the lifetime of the contingent annuitant. If this
option is chosen, we must have Notification of the name and date of birth of the
contingent annuitant.
Option 5--Flexible Income Option. In place of a variable annuity payable under
Option 1, 2, 3 or 4 above or a single sum benefit payable under Article IVB,
Section 1, the Owner of Benefits may instead choose to receive benefits under
the Flexible Income Option.
(a) We will pay to the Owner of Benefits a portion of the aggregate
Investment Account Values 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 designated beneficiary,
if such beneficiary is the Plan Participant's spouse. Payments will
end, however, on the date no amounts remain in such accounts or the
date such accounts are paid or applied in full in accordance with
(b) below. Payments will be subject to the following:
(1) The life expectancy of the Plan Participant and his
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 by us annually
each year thereafter.
(2) Payments may begin at 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
regulations to be the Annuity Commencement Date.
(3) Unless the Plan specifies otherwise, payments will be made
annually, semiannually, quarterly, or monthly as requested
by the Owner of Benefits and agreed to by us. The annual
amount payable will be the lesser of the aggregate
Investment Account Values which correlate to the Plan
Participant or the minimum annual amount determined in
accordance with the minimum distribution rules of the
Internal Revenue Code. Such amount will be determined by
multiplying (i) by (ii) below:
(i) The value of the Investment Accounts which
correlate to the Plan Participant on the date life
expectancy was determined for the Plan Participant
or for the Plan Participant and his spouse for the
current Year.
(ii) A fraction, the numerator of which is 1 and the
denominator of which is the expected return
multiple (life expectancy) for the Plan
Participant's age or for ages of the Plan
Participant and his spouse as shown in the tables
contained in Internal Revenue Code Section 1.72-9.
Age, for this purpose, means age nearest birthday.
4A--2;TDSA-VA2;9203
<PAGE>
Subject to the limitations of Article VI, Section 1 and
the charges in Article VI, Section 2, an Owner of Benefits
may request a payment in excess of the amount described
above in accordance with the provisions of (b) below.
(4) If the Plan Participant should die before the aggregate
Investment Account Values have been paid or applied in
full, the provisions of Article IVB, Sections 2 and 2A
will be applicable.
(5) Year for purposes of this Section means the twelve month
period starting on the Owner of Benefits' installment
payment starting date and each corresponding twelve month
period thereafter.
(b) An Owner of Benefits may request a payment in excess of the minimum
described in (a) above. Such payment may be equal to all or any
portion of the Investment Account Values 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.
The Owner of Benefits may request termination of the Flexible Income Option by
giving us 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 an annuity in accordance with
one of the options of this Section, or (iii) a combination, as long as the
amount applied to provide an annuity is at least $1,750. Any excess payment will
be subject to the limitations of Article VI, Section 1 and the charges in
Article VI, Section 2, as previously described.
We will make such excess payment on the later of (i) the date requested, or (ii)
the date seven calendar days after we receive your 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 of the month following our receipt of your Notification or
the first Valuation Date of such subsequent month as requested.
If the Owner of Benefits chooses the Flexible Income Option, an additional
annual charge of $25.00 will be assessed in the same manner as the recordkeeping
charge described in Article III, Section 1.
By written agreement with you, we may provide other options permitted by the
Plan.
SECTION 3--AMOUNT AND FORM OF BENEFIT PAYMENTS. We must have Notification no
later than the last Valuation Date in the month which begins two months before
the Annuity Commencement Date of the percentage of the aggregate Investment
Accounts which correlate to the Plan Participant to be applied under Article IVA
which is to provide Variable Annuity Payments as determined pursuant to the
Plan.
Variable Annuity Payments will be provided by the Investment Accounts, which
correlate to the Plan Participant, held under the Capital Accumulation Division
of Separate Account B. Therefore, before any annuity may begin, any amount which
is to be used to provide Variable Annuity Payments will be transferred to
Investment Accounts held under the Capital Accumulation Division of such account
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 will be the first day of a month. If an annuity is purchased under this
contract, the Capital Accumulation Division will be available for purposes of
the annuity even if you choose not to offer the Capital Accumulation Division as
an investment option for Plan Participants.
4A--3;TDSA-VA2;9504
<PAGE>
The amount of the first Variable Annuity Payment will be determined by us based
on
(a) the amount applied on the Annuity Purchase Date to provide the
annuity income,
(b) the option chosen,
(c) the age of the Plan Participant and the contingent annuitant, if
any,
(d) the purchase rate applicable on the Annuity Purchase Date for the
optional form elected by the Owner of Benefits as determined in
accordance with Section 7 of this Article.
If the Flexible Income Option of Article IVA, Section 2 is elected, Investment
Accounts correlating to the Plan Participant need not be transferred to the
Common Stock Division of Separate Account B. Payments under the Flexible Income
Option will be withdrawn from the Investment Accounts which correlate to the
Plan Participant in accordance with the Owner of Benefits' Notification. If the
Notification does not specify the order of application, payments will be
withdrawn on a pro rata basis from the Investment Accounts which correlate to
the Plan Participant.
SECTION 4--CHANGE IN VARIABLE ANNUITY PAYMENTS. The dollar amounts of Variable
Annuity Payments are not guaranteed and will increase or decrease depending on
the investment performance of the Common Stock Division of Separate Account B.
The initial monthly annuity income payment will be as determined above.
Thereafter, each monthly payment will be equal to the product of (i) the
Variable Annuity Payment for the previous calendar month multiplied by (ii) the
Annuity Change Factor for the month of the payment.
Annuity Change Factor is the percentage determined by dividing (a) by (b);
(a) The number which results from dividing (i) the Unit Value for the
Common Stock Division of Separate Account B for the first Valuation
Date in the calendar month beginning one calendar month before such
given calendar month by (ii) the Unit Value for such Division for
the first Valuation Date in the calendar month beginning two months
before such given calendar month.
(b) An amount equal to one plus the effective interest rate for the
number of days between the two Valuation Dates specified in
subparagraph (a) above at the interest rate used in the
determination of the purchase rates in effect at the time the
Variable Annuity Payments began.
We reserve the right to amend or change the basis for determining the Annuity
Change Factor as provided in Article VII, Section 9. Any such change will apply
only to Variable Annuity benefits beginning after the date of the amendment or
change, except such retroactive changes as are necessary to meet the
requirements of any law or regulation issued by any government agency to which
we are subject.
SECTION 5--ADJUSTMENT TO VARIABLE ANNUITY RESERVES. Each Variable Annuity
Payment made under this Contract will be deducted from the Variable Annuity
Reserves and will be an application of a portion of such Variable Annuity
Reserves on the date paid.
4A--4;TDSA-VA2;9203
<PAGE>
SECTION 6--MORTALITY AND EXPENSE GUARANTEES. We will, at least once each year,
make transfers between the Variable Annuity Reserves for the Common Stock
Division of Separate Account B and our general account assets so that the
Variable Annuity Reserves of the Common Stock Division of Separate Account B
will be equal to the total of our liabilities for Variable Annuity Payments
payable from Separate Account B, as determined by us. These transfers, if
needed, will adjust the Common Stock Division of the Separate Account for the
difference between actual mortality and expense experience since the last
transfer and the mortality and expense assumptions used in the purchase rates
for Variable Annuity Payments paid from the Common Stock Division. The transfers
are necessary to support our guarantees as to such mortality and expense rates.
No transfers will be made because of investment gains or losses. There will be
no adjustment to Variable Annuity Payments because of this transfer.
The mortality and expense assumptions in the annuity purchase rates used to
determine the first Variable Annuity Payment are guaranteed after benefit
payments begin. Variations in the dollar amount of such payments are based
entirely upon the investment performance of the Common Stock Division of
Separate Account B.
SECTION 7--BASIS OF ANNUITY PURCHASES. The Variable Annuity purchase rates under
this contract will be determined on the basis of the purchase rate in effect on
the Owner of Benefits' Annuity Purchase Date for contracts of this class. This
purchase rate will not be less favorable to the Owner of Benefits than the rates
shown in Table 1. These rates are based on (i) interest at the rate of 2.5% per
year and (ii) mortality according to the 1983 Table a for Individual Annuity
Valuation projected with Scale G to the year 2001, female and unisex set back 5
years in age. If you report to us that all or a portion of the amount of income
to be provided to an Owner of Benefits is to use purchase rates which recognize
the sex of the Plan Participant (and contingent annuitant, if applicable), we
will use sex-distinct annuity purchase rates for the portion so reported. Such
rates will not be less favorable than the rates shown in Table 1.
We reserve the right to amend or change the basis for determining Variable
Annuity purchase rates pursuant to Section 9 of Article VII. No such change will
apply to Variable Annuity Payments which were in the course of payment before
the date of change.
SECTION 8--CANCELLATION OF ANNUITY. If you determine and report to us that under
the provisions of the Plan in effect on an Owner of Benefits' Annuity Purchase
Date, the annuity purchased for an Owner of Benefits is to be reduced, then the
fraction you report of the variable annuity purchased for that Owner of Benefits
will be cancelled and the amount of payments paid to the Owner of Benefits, the
beneficiary or contingent annuitant will be reduced accordingly.
The Variable Annuity Reserve for any annuity cancelled under this Section will
be treated as a forfeiture under Article II, Section 4.
4A--5;TDSA-VA2;9203
<PAGE>
ARTICLE IVB
OTHER BENEFITS
SECTION 1--BENEFITS AVAILABLE UPON TERMINATION, RETIREMENT OR DISABILITY. All or
a portion of the amounts available to an Owner of Benefits under this contract
may be paid to him by us in a single sum on or after the Plan Participant's
Termination of Employment, retirement under the Plan or Total and Permanent
Disability under the Plan if
(a) the Plan allows such payment, and
(b) we receive a written request from the Owner of Benefits, using a form we
either furnish or approve.
The amount of any cash benefit available will be determined as of the date we
receive the request at our home office, or some later date specified in the
request. It will consist of that part of the Investment Accounts which correlate
to the Plan Participant in which he is vested under the vesting provisions of
the Plan.
Any amount payable to an Owner of Benefits under this Section is subject to the
limitations of Article VI, Section 1. If such amount is payable by reason of the
Plan Participant's death or Total and Permanent Disability it is not subject to
the charges of Article VI, Section 2. However, if such amount is payable for any
other reason, it is subject to the charges of Article VI, Section 2.
Any payment from the Investment Account or Accounts will be in accordance with
Article II, Section 7. The payment will be an application from the account paid
on the date of payment and it will be in lieu of any other benefits available
under this contract for the amounts applied.
SECTION 2--BENEFITS PAYABLE AT DEATH.
Subsection (1)--Before Annuity Purchase Date. If a Plan Participant dies before
the Annuity Purchase Date, we will, upon receipt of due proof of death, pay any
death benefit in accordance with Plan provisions. If the Plan does not provide
for another method, or if no other method has been chosen, we will pay this
benefit to the beneficiary in accordance with Section 2A of this Article. We
will determine the value of this death benefit as of the date of payment or
application to effect an annuity.
Any payment made under this Section is subject to the limitation provisions of
Article VI, Section 1 but is not subject to the charges described in Article VI,
Section 2.
Subsection (2)--After Annuity Purchase Date. If a Plan Participant dies after
the Annuity Purchase Date, benefits will be paid under the form of annuity in
effect for the Owner of Benefits.
Subsection (3)--Proof of Death. We will accept as due proof of death 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, or any other
proof that is satisfactory to us.
4B--1;TDSA-VA2;9203
<PAGE>
SECTION 2A--OPTIONS FOR BENEFITS PAYABLE AT DEATH. By Notification to us, an
Owner of Benefits may have an annuity purchased for the beneficiary if the
aggregate value of the Investment Accounts which correlate to the Plan
Participant is at least $1,750.
If no such Notification is on file with us, a beneficiary may choose to have an
annuity purchased under this contract or may choose to receive a single sum
benefit. If we do not receive Notification of such choice within 120 days after
the date we receive due proof of death, the beneficiary will be deemed to be a
Plan Participant under this contract.
Any election under this Section will be in lieu of any benefits payable under
Section 2 of this Article.
SECTION 3--WITHDRAWALS. Upon Notification from the Owner of Benefits, we will
pay to the Owner of Benefits all or a portion of the vested portion of the
Investment Account(s) which correlate to a Plan Participant, subject to the
following:
(a) We must receive the Notification to do so from the Owner of Benefits. The
Notification will specify the amount to be withdrawn and the Investment
Accounts involved.
(b) The Notification must be before the Annuity Purchase Date.
(c) The Plan must allow for such withdrawal.
(d) The Notification will be accompanied (at our request) by the Owner of
Benefits' certificate, if any, issued as described in Article VII, Section
1.
(e) The amount withdrawn from each of the Investment Accounts which correlate
to a Plan Participant will be determined in accordance with the
Notification from the Owner of Benefits. If we don't receive such
Notification, the amount withdrawn will be determined on a pro rata basis.
We will determine and pay the amount available in accordance with the above. The
amount of any cash benefit available will be determined as of the date we
receive the request at our home office, or some later date specified in the
request. Any payment from the Investment Account or Accounts will be in
accordance with Article II, Section 7. The payment will be an application from
the account paid on the date of payment and it will be in lieu of any other
benefits available under this contract for the amounts applied.
Any amount payable to an Owner of Benefits under this Section is subject to the
limitations of Article VI, Section 1. If such amount is payable for a reason
other than the Plan Participant's death or Total and Permanent Disability, it is
subject to the charges of Article VI, Section 2. In addition, if expenses are
being deducted under Article III, Section 1,
(f) and a withdrawal is requested of all of the Investment Accounts which
correlate to a Plan Participant, such expenses will be deducted before
payment is made to the Owner of Benefits.
(g) and a partial withdrawal is requested from the Investment Accounts which
correlate to a Plan Participant, such expenses will be deducted from the
remaining Investment Accounts which correlate to the Plan Participant.
4B--2;TDSA-VA2;9504
<PAGE>
ARTICLE V
TRANSFERS; CESSATION
SECTION 1--TRANSFER TO ANOTHER FUNDING AGENT. You and not the Owner of Benefits
may give us Notification requesting payment of all or a portion of the
Investment Accounts to another Funding Agent or to you if you are the Owner of
Benefits. The amount of any Investment Accounts to be transferred will be
determined as of the end of the Valuation Period in which we receive such
request. Amounts transferred will be subject to the charges and limitations of
Article VI, Sections 1 and 2.
SECTION 2--TRANSFER TO A COMPANION CONTRACT. If we have issued a Companion
Contract to fund the Plan, the Owner of Benefits may give us Notification
requesting a transfer of all or a portion of the Investment Account Values which
correlate to a Plan Participant to a Companion Contract. The amount to be
transferred from each Investment Account which correlates to a Plan Participant
will be as specified in the Owner of Benefits' Notification. If the Notification
does not specify, the amount to be transferred will be determined on a pro rata
basis. The amount of any Investment Accounts to be transferred will be
determined as of the end of the Valuation Period in which we receive such
request. The amount transferred will be subject to the limitations of Article
VI, Section 1, but not the charges of Article VI, Section 2. If such Companion
Contract allows for a transfer of unmatured Investment Accounts before the end
of their guarantee periods, no transfers with respect to a Plan Participant will
be allowed to any accounts under the Companion Contract which correlate to that
Plan Participant if any amounts from an unmatured Investment Account have been
transferred to any of the Investment Accounts which correlate to such Plan
Participant from the Companion Contract during the previous six months.
SECTION 3--TRANSFER FROM A COMPANION CONTRACT. If we have issued a Companion
Contract to fund the Plan and if permitted by the Companion Contract, amounts
transferred from a Companion Contract may be transferred to Investment Accounts
which correlate to a Plan Participant at any time at least one month before the
Owner of Benefits' Annuity Commencement Date. The amount and date of any such
transfer will be in accordance with the provisions of the Companion Contract.
Any transferred amount will be a Contribution in accordance with Article II,
Section 1.
SECTION 4--CESSATION OF CONTRIBUTIONS. Cessation of Contributions will be
effective as of any of the following dates:
(a) On the date you notify us in writing that cessation of Contributions is to
occur.
(b) On the date the Plan terminates.
(c) On the date no Investment Account Values remain under this contract.
Upon cessation of Contributions, no further persons will become Plan
Participants and no further Contributions will become payable.
All provisions of this contract will remain effective as to any Investment
Accounts which have not been paid or applied in full.
Once all Investment Accounts have been paid or applied in full, we will have no
further obligation in regard to such accounts.
5--1;TDSA-VA2;9204
<PAGE>
ARTICLE VI
CHARGES AND LIMITATIONS
SECTION 1--LIMITATIONS ON PAYMENTS AND TRANSFERS FROM INVESTMENT ACCOUNTS. We
will make payments and transfers in full within seven calendar days after the
date we receive your Notification at our home office or the requested date of
payment or transfer, if later. We will defer any payment or transfer made under
this contract during any period that the right to redeem Mutual Fund shares is
suspended as permitted under the provisions of the Investment Company Act of
1940. If any deferment of payment or transfer is effective, and if said payment
or transfer has not been cancelled by Notification to us within the period of
deferment, the amount to be paid or transferred will be determined as of the
first Valuation Date following the expiration of the permitted deferment, and
the payment or transfer will be made within seven calendar days thereafter. We
will notify you in the event of any such deferment of more than 30 days.
SECTION 2--CHARGES FOR DISCONTINUATION OF PARTICIPATION UNDER THE CONTRACT. If a
single sum payment is made from any of the Investment Accounts which correlate
to a Plan Participant within seven years after the first Contribution which
correlates to such Plan Participant is accepted by us, a charge will be made for
such payment under this Section. Payments to which such charge applies include
amounts transferred to another Funding Agent other than amounts transferred to a
Companion Contract. The charge described in this Section will not apply to
aggregate payments made in any Deposit Year under the Flexible Income Option
described in Article IVA, Section 2 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 described in this
Section will also not apply to amounts transferred between Investment Accounts
which correlate to a Plan Participant, amounts transferred to a Companion
Contract, amounts applied to provide Variable Annuity Payments and to payments
made due to the Plan Participant's death or Total and Permanent Disability. The
amount of the charge is as follows:
Number of Years from date
of first Contribution which
correlates to a Plan Percentage of Single
Participant is accepted by us Sum Payment
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 .50
7 or more 0
The amount of charge will be an application from the Investment Accounts being
paid on the date of payment.
The amount of the charge described in this section that may be deducted will be
limited, however, so that the amount of any such charge will never exceed 9% of
the Contributions to Investment Accounts which correlate to a Plan Participant.
6--1;TDSA-VA2;9203
<PAGE>
The amount of any single sum payment will be limited to an amount, which, when
added to any applicable charges, equals the value of the Investment Accounts
which correlate to such Plan Participant.
In our sole discretion and on a basis uniformly and consistently applied to
contracts of this class, we may agree to waive this charge.
6--2;TDSA-VA2;9203
<PAGE>
ARTICLE VII
GENERAL PROVISIONS
SECTION 1--CERTIFICATES. If the Owner of Benefits is a Plan Participant and he
contributes under the Plan and the state of issue so requires, we will prepare
and send to the Employer, for delivery to each Owner of Benefits, an individual
certificate setting out a statement of the benefits to which that Owner of
Benefits is entitled and to whom death benefits are payable. If benefits become
payable to an Owner of Benefits under one of the options of Article IVA, we will
issue an individual certificate setting forth the amount, form and period of
payment of the annuity benefits.
SECTION 2--BENEFICIARY. The beneficiary is the person or persons named by the
Owner of Benefits to whom benefits (other than any income payable to a
contingent annuitant under the provisions of Article IVA, Section 2) are payable
under this contract upon the death of the Plan Participant, subject to the
provisions of Section 13 of this Article. An Owner of Benefits will name or
change a beneficiary by filing a written beneficiary designation to that effect
with us, but the designation will not be effective until we receive it. When we
receive the designation, it will be effective as of the date it is executed, but
any payments we made before receipt of the designation will discharge us to the
extent of such payments. We reserve the right to require the Owner of Benefits'
certificate for endorsement of any change of beneficiary.
If annuity benefits become payable under Option 1 of Article IVA, Section 2, and
if the death of the Plan Participant occurs before all of the payments for the
minimum period provided for under such Option 1 have been made, any remaining
payments for the balance of such period will be paid when due to the Owner of
Benefits or to the beneficiary or beneficiaries then surviving; provided,
however, that the Owner of Benefits or each beneficiary will have the right to
request in writing and receive the commuted value of any such remaining payments
due then in one sum.
If annuity benefits become payable under Option 2 of Article IVA, Section 2, and
if the death of both the Plan Participant and the contingent annuitant occur
before payments have been made for the minimum period of ten years, any
remaining payments for the balance of such period will be paid when due to the
Owner of Benefits or to the beneficiary or beneficiaries then surviving;
provided, however, that the Owner of Benefits or each beneficiary will have the
right to request in writing and receive the commuted value of any such remaining
payments due them in one sum.
Unless otherwise specified by the Owner of Benefits with our consent or by the
Plan,
(a) if any beneficiary dies before the Plan Participant, any payment
which would have become payable to such beneficiary, if living, will
be payable when due to the beneficiary or beneficiaries surviving the
Plan Participant in the order provided.
(b) if any beneficiary survives the Plan Participant but dies before
receiving all of the payments which would have become payable to such
beneficiary, if living, payment will be paid when due to the
surviving beneficiary or beneficiaries, if any, in the order
provided.
(c) if the last survivor of all named beneficiaries dies after the death
of the Plan Participant (and the contingent annuitant, if any), and
before all payments due the beneficiary have been made, the remaining
payments will be commuted and the commuted value paid to the executor
or administrator of the estate of the last survivor of the
beneficiaries.
7--1;TDSA-VA2;9203
<PAGE>
If no named beneficiary survives the Plan Participant (and the contingent
annuitant, if any), or no beneficiary has been named, any amount which would
have become payable to a beneficiary will be commuted and the commuted value
paid to the Owner of Benefits, if living, otherwise to the executor or
administrator of the Owner of Benefits (the executor or administrator of the
estate of any contingent annuitant, if he survives the Owner of Benefits).
If the beneficiary is not a natural person taking in his own right (that is, a
trust or an estate), any periodic payments will be commuted and the commuted
value paid to the beneficiary in one sum. However, if the beneficiary is a trust
established for the benefit of a natural person and if the payment period is at
least 24 months and not more than 60 months, periodic payments may be continued
to such beneficiary.
SECTION 3--DIVIDENDS. Any portion of the divisible surplus that we determine to
accrue on this contract will be determined annually by us and will be credited
to this contract on each Yearly Date after the Contract Date. Any such dividend
will be applied as directed by you in accordance with Plan provisions. (Note:
Because of the direct crediting of investment return to Investment Accounts, it
is not anticipated that there will be any surplus accruing on this contract from
which dividends may be apportioned to this contract.)
SECTION 4--CONTRACT. This contract and your application, a copy of which is
attached to and made a part of this contract, are the entire contract between
the parties. We are obligated only as provided in this contract and are not a
party to nor bound by any trust or plan.
SECTION 5--PLAN AND PLAN AMENDMENTS. You agree to furnish us with a copy of the
Plan in effect on the Contract Date and any subsequent amendments to it. No
amendment to the Plan which affects our duties and obligations will be effective
under this contract if we notify you in writing that such change is unacceptable
to us. We agree to notify you within 60 days after we receive an amendment if it
is unacceptable.
SECTION 6--WAIVER AND MODIFICATION. Only our officers have authority to change
this contract or waive any of its provisions or requirements.
SECTION 7--MISSTATEMENTS. If the age or any other relevant fact of any Plan
Participant or contingent annuitant is found to have been misstated, the amount
of annuity payable by us will be that provided by the amount applied to purchase
such annuity, determined as of the date of purchase established by the misstated
information and on the basis of the correct information. Any overpayment by us
resulting from any misstatements will be deducted from amounts thereafter
payable to the Owner of Benefits, the contingent annuitant or the beneficiary.
Any underpayment by us resulting from any misstatements will be paid in full
with the next payment due the Owner of Benefits, the contingent annuitant or the
beneficiary.
SECTION 8--INFORMATION, PROOFS AND DETERMINATION OF FACTS. You agree to furnish
to us evidence of the age of each Plan Participant and each contingent
annuitant, if any, on or before his earliest Annuity Purchase Date and other
records, data, proofs or additional information which, in our opinion, is
necessary for the administration of this contract.
For the purposes of this contract, the determination by you as to any facts
(except age and sex) relating to any employee is, except for fraud or willful
misstatement of fact, conclusive.
7--2;TDSA-VA2;9203
<PAGE>
SECTION 9--AMENDMENT. We reserve the right to amend or change this contract as
follows, subject to the limitations of item (f):
(a) Any or all of the contract provisions may be changed at any
time, including retroactive changes, to the extent necessary to
meet the requirements of any law or regulation issued by any
governmental agency to which we are subject.
(b) We may, as of any date after the Contract Date, amend or change
(i) the basis for determining Investment Account Values, Net
Investment Factors and Annuity Change Factors; (ii) Table 1,
(iii) the provisions as to transfers contained in Article VI,
(iv) the charges for discontinuance of participation under the
Contract contained in Article VI, Section 2, and (v) the
expenses contained in Article III.
(c) We may, as of any date, add additional Divisions to Separate
Account B.
(d) The percentage stated in Article II, Section 2B, may be changed
at any time; provided, however, that such rate will in no event
exceed 1.25% and will not be changed more frequently than once
in any one-year period.
(e) By written agreement between you and us, this contract may be
amended or changed at any time as to any of its provisions,
including those in regard to coverage, benefits and the
participation privileges, without the consent of any Owner of
Benefits, Plan Participant, beneficiary or contingent
annuitant.
(f) We will give you written notice of any change made because of
item (a) above. Any amendment or change under items (b), (c) or
(d) will not become effective unless we give you written notice
at least 60 days before the date the amendment or change is to
take effect.
(g) Any amendment or change under this Section 9 is binding and
conclusive on each Owner of Benefits, Plan Participant,
beneficiary, or contingent annuitant, but is limited by the
following:
(i) No amendment or change will apply to annuities
purchased under Article IVA before the effective date
of the amendment or change except to the extent
necessary in making changes in accordance with item
(a) above.
(ii) No amendment or change to Table 1 under (b)(ii) above
or the charge for discontinuance of participation
under (b)(iv) above 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.
(iii) Any change in the contract administration
expense/recordkeeping charge referred to in Section 1,
Article III, will not take effect as to any Investment
Accounts to be transferred to another Funding Agent,
if, prior to the date the amendment or change is to
take effect, we receive Notification from you for
payment of all such Investment Account Values to the
Funding Agent in accordance with Article V, Section 1,
and such request is not revoked.
SECTION 10--CONTRIBUTIONS. We reserve the right to limit or refuse further
Contributions under this contract. We will give you written notice at least 60
days before the date after which further Contributions will be limited or
refused by us.
7--3;TDSA-VA2;9504
<PAGE>
SECTION 11--MODIFICATION IN MODE OF PAYMENT OF ANNUITY. If, at any time on or
subsequent to an Annuity Commencement Date or election of the Flexible Income
Option, the monthly amount payable under this contract would be less than $20,
we may, at our option, pay in cash the Variable Annuity Reserve for the annuity
payments or, in the case of the Flexible Income Option, the Investment Account
Values which correlate to the Plan Participant in full settlement of all
benefits otherwise payable. The Variable Annuity Reserve will be determined by
us on the same mortality and interest basis as the annuity purchase rate which
was used to determine the amount of annuity payments.
If, after a Plan Participant's Termination of Employment has occurred, the total
value of the Investment Account Values which correlate to such Plan Participant
is less than $1,750, we may, at our option, pay the Owner of Benefits the amount
of such account in a single sum in lieu of any and all other benefits as to such
account.
SECTION 12--COMMUTATION OF PAYMENTS. If any periodic payments are to be
commuted, the commuted value of the payments will be determined by us, using the
interest rate which was used as a basis for calculating the amount of the
payment at the time the annuity was provided.
Neither the Owner of Benefits, the Plan Participant, the contingent annuitant
nor any beneficiary who is a natural person taking in his own right has the
right to commute any annuity payments under this contract which are based upon
life contingencies.
SECTION 13--FACILITY OF PAYMENT. If any Owner of Benefits, contingent annuitant,
or beneficiary is legally incapable of giving a valid receipt for any payment
due him and no legal representative has been appointed for him, we may, at our
option, make such payment to the person or persons as have, in our opinion,
assumed the care and principal support of the Owner of Benefits, contingent
annuitant, or beneficiary.
If the payment is due a minor, we will hold all payments until a legal
representative has been appointed for him or he is no longer a minor. However,
if the payment due is an amount that would not exceed the maximum amount allowed
under applicable law of the state in which the minor resides, we may, at our
option, make any such payment to the minor.
Any payment made by us pursuant to this Section will fully discharge us to the
extent of such payment.
SECTION 14--PRONOUNS. Masculine pronouns used in this contract include both
masculine and feminine gender unless the context indicates otherwise.
SECTION 15--ASSIGNMENT. No benefits in the course of payment under this contract
may be assigned by any Owner of Benefits, Plan Participant, beneficiary or
contingent annuitant and all such benefits are exempt from the claims of
creditors to the maximum extent permitted by law.
SECTION 16--INVESTMENT MANAGER. As set out in Article II, Sections 1, 5 and 7,
the right to direct the split of Contributions among Investment Accounts and to
direct any transfer out of these accounts is reserved to you and/or the Owner of
Benefits, all in accordance with the provisions of the Plan.
7--4;TDSA-VA2;9203
<PAGE>
SECTION 17--BASIS OF RESERVE. The reserve of any annuity income under this
contract will be determined by us on the same interest and mortality assumptions
as were used to calculate the amount of each payment.
SECTION 18--SUBSTITUTED SECURITIES. If shares of the Mutual Funds should not be
available or if, in our judgment, investment in such shares is no longer
appropriate, we may substitute for such shares or apply Contributions received
after a date specified by us to the purchase of (i) shares of another registered
open-end investment company or (ii) securities or other property as we in our
discretion will select. In the event of any investment pursuant to clause (ii)
above, we may make such changes as in our 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 will be made only after
approval by the Insurance Department of the State of Iowa. We will give written
notice to each Owner of Benefits of any substitution or change pursuant to this
Section.
Any substitution under this Section 18 is subject to the rules and regulations
of the Securities and Exchange Commission.
7--5;TDSA-VA2;9203
Application for Group Annuity Contract
Application is made to
Principal Mutual Life Insurance Company
Des Moines, Iowa 50392-0001
- -----------------------------------------------------------------------------
(Exact name of applicant e.g., "XYZ Co., Inc." or if Trusteed; (not applicable
for TDA) e.g., "Trustee of ABC Co., Inc. Retirement Plan")
- ------------------------------------------------------------------------------
(Applicant's City & State)
The applicant applies for the following group annuity contract:
o Personal Variable Contract o ______________________________________
o Premier Variable Contract
It is understood that contributions made to the contract are held in a separate
account, that the separate account invests such contributions in one or more
mutual funds; that any variable annuity payment made under the contract will
vary in amount, with the amount of change dependent upon the investment
performance of the mutual funds in which the separate account invests; and that
Principal Mutual Life Insurance Company makes no guarantee as to the investment
performance thereof.
State of delivery of this contract shall be
_________________________________________________.
Applicant's State
Advance payment of $ ______ is submitted with this application to be applied
under the contract.
The proposed effective date of the contract shall be
________________________________________ .
(This date may not be before the Plan's effective date
or before approval of the selected contract by the State Insurance Department)
It is agreed that acceptance of any contract issued shall constitute approval by
the applicant of the provisions in such contract as being in accord with this
application.
It is understood that any contribution to the contract for which an investment
direction is not made or is incomplete, will be allocated to the money market
division of the separate account until such time as Principal Mutual Life
Insurance Company receives complete investment directions. Such contributions
will be allocated in accordance with such investment direction as of the date
such investment direction is received by Principal Mutual Life Insurance
Company.
The designated agent(s) for this group contract is:
(Note:State of issue may require countersignature by a licensed resident agent.)
- ------------------------------------------------------------------------------
Name of Registered Representative
- ------------------------------------------------------------------------------
Signature of Soliciting Registered Representative (if more than
one, all must sign).
Would you like a copy of the Statement of Additional Information? Yes |_| I have
received a current prospectus.
Signed at ___________________ this ___ day of ___________, 19 ________
City & State
- ------------------------------- -------------------------------------
Applicant's signature Title (Trustee, if applicable
GP 33276
ARTICLES OF INCORPORATION
Principal Mutual Life Insurance Company
711 High Street DES MOINES, IOWA 50392
AMENDED AND SUBSTITUTED ARTICLES OF INCORPORATION
AS AMENDED
Effective July 1, 1991
ARTICLE I.
The name of the corporation shall be Principal Mutual Life Insurance Company, by
which name (or by the names Bankers Life Company and Princor Mutual Life
Insurance Company which it may use in its discretion and where permitted
continue to use or adopt) it shall do business and shall have and retain all its
property, rights and privileges.
ARTICLE II.
The corporation shall be located and have its principal place of business in the
city of Des Moines, Polk County, lowa. The principal office of the corporation
is the registered office, and the President is the registered agent of the
company.
ARTICLE III.
The purpose of this corporation are and it shall have full power to engage in,
pursue, maintain and transact a general life, health and accident insurance and
annuity business, and to insure other risks, perform other services and engage
in other businesses allowed by law. It may issue participating or
nonparticipating contracts. It shall further have the power to enter into
contracts with respect to proceeds of such insurance, to accept and reinsure
risks, to enter into coinsurance agreements, to issue and perform policies and
contracts of all types, including but not limited to individual and group, to
act as trustee or advisor in any capacity, and to offer all services, including
those of a financial accounting or data processing nature, to all persons,
partnerships, corporations and other business organizations, directly or
indirectly incidental to its business. It shall have all the rights, powers and
privileges granted or permitted by the Constitution and laws of the state of
Iowa governing the conduct of insurance companies and by Titles XIX and XX of
the Code of Iowa 1966 and all acts amendatory thereof or additional thereto.
The corporation shall be empowered: To sue and be sued, complain and defend, in
its corporate or assumed name, to have a corporate seal which may be altered at
pleasure, and to use the same by causing it, or a facsimile thereof, to be
impressed or affixed or in any other manner reproduced; to purchase, take,
receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal
in and with, real or tangible or intangible personal property, or any interest
therein, wherever situated; to sell, convey, mortgage, pledge, lease, exchange,
transfer and otherwise dispose of all or any part of its property and assets; to
lend money to, and otherwise assist its employees, agents, officers and
directors unless prohibited by law; to purchase, take, receive, subscribe for,
or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend,
pledge, or otherwise dispose of, and otherwise use and deal in and with, shares,
options, warrants or other interests in, or obligations of, other domestic or
foreign corporations, associations, partnerships or individuals, or direct or
indirect obligations of the United States or of any other government, state,
territory, governmental district or municipality or of any instrumentality
thereof unless prohibited by law; to make contracts and guaranties and incur
liabilities; to lend and borrow money for its corporate purposes, invest and
reinvest its funds, and take and hold real and personal property as security for
the payment of funds so loaned or invested; to acquire or organize subsidiaries;
to conduct its business, carry on its operations, and have offices and exercise
the powers granted in any state, territory, district, or possession of the
United States, or in any foreign country; to make donations for the public
welfare, and for religious, charitable, scientific or educational purposes; to
pay pensions and establish pension plans, pension trusts, profit-sharing plans
and other incentive, insurance and welfare plans for any or all of its
directors, officers, agents and employees; to enter into general partnerships,
limited partnerships, whether the corporation be a limited or general partner,
joint ventures, syndicates, pools, associations and other arrangements for
carrying on any or all of the purposes for which the corporation is organized,
jointly or in common with others; to indemnify officers, directors, employees
and agents, as allowed by law, subject to such limitations as may be established
by the Board of Directors; and to have and exercise all powers necessary or
convenient to effect any or all of the purposes for which the corporation is
organized.
ARTICLE IV.
The corporation shall have perpetual existence and succession.
ARTICLE V.
The private property of the members, directors and other officers and managers
of this corporation shall in no case be liable for the corporate debts, but
shall be exempt therefrom.
ARTICLE Vl.
The corporate powers of the corporation shall be exercised by the Board of
Directors, and by such officers and agents as the Board may authorize, elect or
appoint. The Board of Directors shall consist of not less than nine (9) nor more
than twenty-one (21) directors, the number to be determined from time to time by
a majority of the entire Board of Directors. The directors shall be divided into
three classes, as nearly equal numerically as possible, determined by terms
expiring in successive years. Each director shall serve a term of approximately
three years except as otherwise provided or where it is necessary to fix a
shorter term in order to preserve classification. No decrease in the number of
directors shall shorten the term of any incumbent director. Each director shall
serve until a successor is elected and shall be eligible for re-election. The
Board of Directors shall have the power to fill any vacancy in their number. The
term of office of each director shall begin at the annual meeting at which such
director is elected by the members or at the time elected by the Board of
Directors. The term of office of each director shall not extend beyond the
annual meeting next following the date such director attains age 70, or such
younger age as may be established for all directors by the Board of Directors,
except that the terms of directors holding office prior to the annual meeting in
1984 may extend to the annual meeting next following the date such director
attains age 72 and except that for officer-directors, other than one who is or
has been Chief Executive Officer, the term as a director shall not extend beyond
the annual meeting next following the date such director retires as an active
officer of this corporation. Directors need not be members.
The Board of Directors shall have the power to adopt such By-Laws and rules and
regulations for the transaction of the business of the corporation not
inconsistent with these Amended and Substituted Articles or the laws of the
state of Iowa, and to amend or repeal such By-Laws, rules and regulations. The
By-Laws shall provide procedures for the nomination and election of directors.
The Board of Directors may fix reasonable compensation of the directors for
their services. The Board of Directors shall elect from their number at the
first board meeting after the annual meeting of the corporation a President, and
shall authorize, elect or appoint at such first meeting or at any meeting
thereafter such other officers, agents or committees as in their judgment may be
necessary or advisable.
A director of this corporation shall not be personally liable to the corporation
or its members for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for a breach of the director's duty of loyalty to the
corporation or its members, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, or (iii)
for a transaction from which the director derives an improper personal benefit.
The liability of directors shall be deemed further limited or eliminated to the
fullest extent permitted by changes in the law governing this corporation and
approved by a majority of the entire Board of Directors. Any repeal or
modification of the provisions of this paragraph shall not adversely affect the
duty, liability, rights or protection of a director existing at the time of such
repeal or modification.
ARTICLE Vll.
The annual meeting of this corporation shall be held at the Home Office in Des
Moines, lowa, on the third Monday in May of each year for the election of a
director or directors and the transaction of any other business properly coming
before the annual meeting.
Special meetings of the corporation may be called by the directors at any time
and shall be so called upon the written request of five per cent (5%) of the
members, which request shall specify the matters proposed to be acted upon.
Notice of the time and place of each annual and each special meeting shall be
published at least one time in a newspaper of general circulation in the city
where the meeting is to be held not less than 30 nor more than 90 days prior to
the date of the meeting. No person shall be elected a director by the members at
any meeting except an annual meeting and then only if duly nominated in
accordance with the requirements of the By-Laws and named in the notice of the
annual meeting as a nominee for the class of director to be so elected. Each
notice of a meeting shall state the purpose of the meeting. These Amended and
Substituted Articles may be amended at any meeting only if the notice of the
meeting describes or sets out the proposed amendment.
At every annual or special meeting each member shall be entitled to one vote, to
be cast by ballot signed by such member and mailed or personally delivered by
such member to the Home Office. The Secretary of the corporation will, during
any 60 consecutive regular business days immediately preceding the date of the
annual or any special meeting, give or mail to each member making a request
therefor a ballot, and shall if the Board of Directors so direct mail a ballot
to each member. No ballot received in any manner after the adjournment of any
such meeting, or which in not signed by a member, shall be counted upon matters
acted upon at the meeting. There will be no cumulative voting by proxy,
ARTICLE VIII.
This corporation shall have no capital stock, but shall be purely mutual as a
legal reserve company.
ARTICLE IX.
Except as otherwise provided in this Article, each person who, and each entity
which, is regarded as present owner under the provisions of an original contract
of insurance or annuity issued by this corporation, or, absent determination by
such provisions, under the By-Laws or rules of the corporation, shall be a
member of this corporation and entitled to the privileges of such member as
defined herein, in the By-Laws or in the contract of insurance or annuity, but
so long only as the said original contract of insurance or annuity has not
matured or been surrendered and remains in force. The membership privileges of
those issued an original contract of insurance or annuity on or before April 8,
1980, but not the owner on that date, shall be preserved.
ARTICLE X.
These Articles of Incorporation may be amended at any annual meeting, or any
special meeting called for that purpose, upon notice given as required by
Article VII, upon a majority vote in favor of the amendment cast by the members
voting at such meeting by ballot or in person. The amendment shall be binding
upon all members of the corporation. Any amendment will not affect contracts of
the members nor terminate rights, powers, privileges, and franchises of the
corporation existing as of the time of amendment.
BY-LAWS
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
711 HIGH STREET DES MOINES, IOWA 50392
Adopted and Effective April 8, 1969
As Amended through August 15, 1994
ARTICLE I
MEETINGS OF THE COMPANY, ELECTION OF
DIRECTORS AT ANNUAL MEETING
SECTION 1. Meetings of the Company. The annual meeting of the Company shall be
held in accordance with the provisions of the Articles at the hour of 9:00
o'clock A.M.., Des Moines time. Any special meeting of the Company shall be held
at the time and place specified in the notice of such special meeting. The
Chairman of the Board or the acting Chairman of the Board shall preside at
meetings of the Company. The Secretary of the Corporation shall act as the
Secretary of the meeting. If either person is unable to act in the designated
capacity, the members present shall elect a member to serve as chairman pro tem
or secretary pro tem.
SECTION 2. Notices and Ballots. The Secretary of the Corporation shall cause
notice of each meeting to be published and shall mail or make ballots available
to members as required by the Articles and shall if so directed by the Board
mail a ballot to each member. No name of a candidate for election to the Board
shall be included in the ballot unless the candidate has been nominated as
provided in these By-Laws.
SECTION 3. Election of Directors and Voting on Propositions; Failure of
Election. At each annual meeting the ballots cast for candidates for election to
the Board, and at each annual meeting or special meeting the ballots cast
concerning any proposition, shall be referred to the Board for canvass at the
first meeting of the Board following such meeting of the Company. In the event a
candidate for election to the Board, who is included in a class for which the
number of candidates nominated for election is greater than the number to be
elected, dies or withdraws before election, then there shall be no election of
Directors in that class and the vacancy or vacancies created may be filled by
the Board, to serve until the next following annual meeting of the Company, when
a new election shall be held for the unexpired term of such vacancy or
vacancies.
The candidate or candidates receiving the highest number of votes in each class
shall be declared elected Director or Directors, and any proposition or any
other matter submitted shall be declared carried or lost in accordance with the
majority of votes cast for or against it. No person other than a candidate may
be elected a Director.
ARTICLE II
NOMINATION OF DIRECTORS AND
ELECTION BY BOARD
SECTION 1. Nomination by Board. The Board shall each year nominate candidates
for election as Directors to succeed those whose terms are expiring.
SECTION 2. Nomination by Members. Members of the Company may nominate candidates
for election as Directors to succeed those whose terms are expiring, upon
delivery to the Secretary of the Corporation a certificate or certificates of
nomination signed by members residing in at least five states and numbering in
each such state not less than 1/25 of 1% of the total membership of the entire
Company as of a date one hundred eighty days prior to the date of the annual
meeting and including the address and policy or contract number of each member
so signing.
SECTION 3. Qualification of Candidates. To qualify as a candidate, whether
nominated by the Board or by members, written certificate or certificates of
nomination shall be filed with the Secretary of the Corporation not more than
one hundred eighty days nor less than ninety days before the date of the annual
meeting of the Company and shall be accompanied by a written statement of the
nominee of his willingness to serve.
SECTION 4. Assignment to Class. Each nomination of a candidate shall be to a
class to which one or more Directors are to be elected at the next annual
meeting of the Company. If any nomination made by the members of the Company
fails to assign the candidate to any class, the Board shall make such
assignment.
SECTION 5. Filling Vacancies. Any vacancy upon the Board (except vacancies
resulting from failure of election as provided in Article I, Section 3), whether
resulting from death or resignation of a Director, increase in number of
Directors, or for any other reason, may be filled by the Board at any regular or
special meeting, and each such newly elected Director shall be assigned by the
Board to a class.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Number of Directors. The Board shall consist of thirteen Directors or
such larger or smaller number, within the limits specified by the Articles, as a
majority of the entire Board may determine at any regular or special meeting of
the Board.
SECTION 2. Meetings. Regular meetings of the Board shall be held without notice
once in each calendar quarter on such date and at such hour and place as may be
fixed by the Board, except that the meeting in the second quarter shall be held
in the Home Office of the Company in Des Moines on the date of the annual
meeting. The date, hour and place of any regular meeting other than the meeting
in the second quarter may be changed by the Chairman of the Board, if any, or
the President, by written notice to all Directors at least thirty days before
the regular meeting date, provided that the date to which any meeting is changed
shall not be more than fifteen days earlier or later than the date fixed by the
Board. Special meetings of the Board may be called at any time upon five days'
written notice given by the Chairman of the Board, if any, the President or any
two Directors. In the alternative, upon oral or written notice received prior to
the time of the meeting by at least two-thirds of the Directors, the Chairman of
the Board, or acting Chairman of the Board, may call a special meeting of the
Board to be held through communications equipment which permits all participants
to communicate with each other, with such participation constituting attendance
at such meeting. Any Director may waive call or notice required to be given
either before or after the time stated therein. Any meeting may be continued to
the succeeding day if the Board does not complete the business coming before it
on the meeting date.
At all meetings of the Board, regular or special, a majority of its number shall
constitute a quorum for the transaction of business. If at any meeting less than
a quorum is present, the meeting may be adjourned from time to time to a
subsequent date, at which date the meeting may be held without notice if a
quorum is then present.
SECTION 3. Officers of the Board; Duties. The Board shall elect from its number
a Chairman of the Board to serve at the pleasure of the Board. The Chairman of
the Board shall, if present, preside at each meeting of the Board and shall have
such powers and shall perform such duties as may be assigned to him by these
By-Laws or by or pursuant to authorization of the Board or, if the Chairman of
the Board is not the chief executive officer of the Company, by the chief
executive officer.
The Board may at any meeting of the Board elect a Secretary of the Board and
such other officers, assistants and committees of the Board as the Board may
deem necessary to serve during the pleasure of the Board, each of whom shall
have and perform such duties as may be assigned to him by the Board or by the
Chairman of the Board. The Secretary of the Board shall keep a record of all
proceedings of the Board.
The Board shall by resolution establish a procedure to provide for an acting
Chairman of the Board in the event the current Chairman of the Board is unable
to serve or act in that capacity.
SECTION 4. Compensation of Directors. Directors who are not officers of the
Company shall be entitled to an annual retainer and an additional amount for
attendance at each regular or special meeting of the Board or meetings of
committees of the Company, plus expense of attending such meetings, if any, as
may be fixed by the Board.
ARTICLE IV
OFFICERS OF THE COMPANY
SECTION 1. President. The Board shall, at the first meeting of the Board
following the annual meeting of the Company, or at any meeting thereafter to
fill a vacancy in the office, elect from its number a President of the Company
to serve for one year or until his successor is elected.
SECTION 2. Chief Executive Officer. The Board shall empower either the Chairman
of the Board, if one is elected, or the President to serve as the chief
executive officer of the Company.
SECTION 3. Other Officers Elected by Board. At any meeting of the Board it may
elect such officers of the Company, in addition to a President, as the Board may
deem necessary, to serve at the pleasure of the Board.
SECTION 4. Other Officers. The Board may authorize the Company to elect or
appoint other officers, each of whom shall serve at the pleasure of the Company.
SECTION 5. Duties of Officers. The chief executive officer shall supervise the
carrying out of policies adopted or approved by the Board, shall exercise a
general supervision and superintendence over all the business and affairs of the
Company, and shall possess such other powers and perform such other duties as
may be incident to his function.
The President, if not the chief executive officer, shall have such powers and
perform such duties as may be assigned to him by these By-Laws or by or pursuant
to authorization of the Board or by the chief executive officer.
Other officers elected by the Board shall have such powers and perform such
duties as may be assigned to them by or pursuant to authorization of the Board
or by the chief executive officer.
Officers elected or appointed by the Company shall have such powers and perform
such duties as may be assigned to them by the Company.
SECTION 6. Compensation of Officers. The compensation of all officers elected by
the Board shall be fixed by the Board. The compensation of officers elected or
appointed by the Company shall be fixed as provided by resolution of the Board
of Directors.
ARTICLE V
COMMITTEES
SECTION 1. Executive Committee. An Executive Committee is hereby created
composed of five Directors and shall include the Chairman of the Board and the
chief executive officer if other than the Chairman of the Board. Members of the
Executive Committee shall be appointed by and serve at the pleasure of the
Board. If the Board has elected a Chairman of the Board he shall, if present,
preside at each meeting of the Executive Committee. In the absence or vacancy in
the office of the Chairman of the Board, the chief executive officer shall
preside. If the Chairman of the Board is also the chief executive officer, any
other member of the Executive Committee, as determined by the members of the
Executive Committee present, shall preside at a meeting of the Committee in the
absence of the Chairman of the Board. The Secretary of the Board shall act as
secretary of the Executive Committee and shall keep a record of all proceedings.
A majority of the members of the Executive Committee shall constitute a quorum.
SECTION 2. Powers of Executive Committee. The Executive Committee shall have and
may exercise the powers of the Board in the management and affairs of the
Company except when the Board is in session and except the power to make, alter
or repeal By-Laws or to nominate candidates for election to, fill vacancies in
or change the number of members of the Board. Actions of the Executive
Committee, except when the rights or acts of third parties would be adversely
affected, shall be subject to the approval of the Board, which approval shall be
implied unless contrary action is taken by the Board.
SECTION 3. Other Committees. Other committees composed of members or directors,
officers, agents, or employees of the Company or of any subsidiary or affiliate
of the Company may be appointed and their respective functions, terms and duties
prescribed from time to time by the Board of Directors, by the chief executive
officer subject to the approval of the Board, or by the chief executive officer.
ARTICLE VI
EXECUTION AND SIGNING OF INSTRUMENTS
AND CHECKS: FACSIMILE SIGNATURES
SECTION 1. Execution of Instruments. Instruments affecting or relating to real
estate or the investment of funds of the Company may be executed as authorized
by resolution of the Board or as may be authorized by such officers of the
Company as the Board designates.
SECTION 2. Disposition of Funds. The funds of the Company shall be paid out,
transferred or otherwise disposed of only in such manner and under such controls
as may be authorized by resolution of the Board or as may be authorized by such
officers of the Company as the Board designates.
SECTION 3. Survival of Validity of Instrument Bearing Facsimile signature. If
any officer whose facsimile signature has been placed upon any form of
instrument shall have ceased to be such officer before an instrument in such
form is issued, such instrument may be issued with the same effect as if he had
been such officer at the time of its issue.
ARTICLE VII
INDEMNITY
The Board shall have the power to indemnify, or authorize the officers of the
Company to indemnify, directly and through insurance coverage, each person now
or hereafter a Director, officer, employee or other representative of the
Company, and that person's heirs and legal representatives, against all damages,
awards, costs and expenses, including counsel fees, reasonably incurred or
imposed in connection with or resulting from any action, suit or proceeding, or
the settlement thereof prior to final adjudication, to which such person is or
may be made a party by reason of being or having been a Director, officer,
employee or other representative of the Company or by reason of service at the
request of the Company in any capacity with another entity or organization. Such
rights or indemnification shall be in addition to any rights to which any
Director, officer, employee or other representative of the Company, former,
present or future, may otherwise be entitled as a matter of law and subject to
such limitations permitted by law as may be established by the Board.
ARTICLE VIII
AMENDMENT OF BY-LAWS
These By-Laws may be amended, altered or repealed by the Board at any regular or
special meeting of the Board, provided written notice expressing in substance
the proposed change shall have been given to each Director at least five days
prior to the date of such regular or special meeting to each Director who does
not waive notice. Notice may be waived by any Director by filing a written
waiver of notice with the Secretary of Board before, on or after the meeting
date.
ARTICLE IX
MEANINGS OF WORDS AND TERMS
When used in these By-Laws, the following words and terms shall have the meaning
assigned to them in this Article.
Company - Principal Mutual Life Insurance Company (which also may be
known as Bankers Life Company and Princor Mutual Life
Insurance Company)
Board - Board of Directors of the Company
By-Laws - these By-Laws of the Board, as from time to time amended
Articles - Articles of Incorporation of the Company, as from time to
time amended
member - a member of the Company, as defined in the Articles
Director - a person duly elected to the Board of the Company
class - that group of Directors whose terms expire on the date of the
same annual meeting of the Company.
candidate- a person duly nominated for election to the Board pursuant to the
provisions of the Articles and By-Laws
April 14, 1992
Board of Directors
Principal Mutual Life Insurance Company
711 High Street
Des Moines, IA 50392
Re Separate Account B
Gentlemen
The establishment of Separate Account B by the Board of Directors of Principal
Mutual Life Insurance Company as a separate account for assets applicable to
variable annuity contracts, pursuant to the then existing provisions of the Code
of Iowa applicable to the establishment of separate accounts by Iowa domiciled
life insurance companies, was supervised by the office of General Counsel of the
Company. I have supervised the preparation of the Registration Statement on Form
N-4 to be filed by Principal Mutual Life Insurance Company with the Securities
and Exchange Commission under the Securities Act of 1933 with respect to the
Personal Variable and Premier Variable Group Variable Annuity Contracts.
It is my opinion that:
1. Separate Account B is a separate account of the Company duly created
and validly existing pursuant to Iowa law, currently consisting of
three distinct Divisions.
2. The Personal Variable and Premier Variable Group Variable Annuity
contracts, when issued in accordance with the Prospectuses contained or
referred to in the Registration Statement and upon compliance with
applicable local law, will be legal and binding obligations of the
Company enforceable in accordance with their terms.
3. All income and expenses and all gains and losses, whether or not
realized, of Separate Account B, shall be credited to or charged
against those assets, without regard to income and expenses or gains
and losses of the Company.
<PAGE>
Board of Directors
Page 2
April 14, 1992
4. The assets of Separate Account B, equal to the reserves and other
liabilities arising under the contracts, shall not be charged with any
liabilities arising from any other business conducted by the Company.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the caption "Legal Opinions" in the
prospectus contained in the Registration Statement.
Very truly yours
G.R. Narber
Vice President and General Counsel
GRN/ka
Consent of Independent Auditors
We consent to the reference to our firm under the captions "Experts" in Part A
and "Independent Auditors" in Part B, and to the use of our reports dated
February 7, 1996 (with respect to Principal Mutual Life Insurance Company
Separate Account B) and January 31, 1996 (with respect to Principal Mutual Life
Insurance Company), in Post-Effective Amendment No. 7 to the Registration
Statement (Form N-4 No. 33-44565) and related Prospectus of Principal Mutual
Life Insurance Company Separate Account B Personal Variable - Group Variable
Annuity Contracts.
ERNST & YOUNG LLP
Des Moines, Iowa
February 28, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
M. Vermeer Andringa
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
R. M. Davis
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
D. J. Drury
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
C. D. Gelatt, Jr.
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
G. D. Hurd
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
T. M. Hutchison
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
C. S. Johnson
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
W. T. Kerr
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
L. Liu
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
V. H. Loewestein
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
J. R. Price, Jr.
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
B. A. Rice
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
J-P. C. Rosso
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
D. M. Stewart
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
E. E. Tallett
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
D. D. Thornton
_____________________________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Principal
Mutual Life Insurance Company, an Iowa corporation (the "Company"), hereby
constitutes and appoints D. J. Drury, G. D. Hurd, T. M. Hutchison and F. W.
Weitz, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution to each, for and on behalf and in the name, place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to registration under the Securities Act of 1933 with respect to flexible
premium variable life insurance contracts, with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life Separate Account on Form S-6 or other forms under the Securities Act of
1933, and any and all amendments thereto and reports thereunder with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 3rd
day of January, 1996.
F. W. Weitz
_____________________________________________
SCHEDULE FOR COMPUTING TOTAL RETURN
PERSONAL BALANCED DIVISION
The hypothetical average annual total return quotations for 1
and 5 years ending on December 31, 1995 and from December 18,
1987 (hypothetical inception of the Division) to December 31,
1995 are computed by finding the average annual compounded
rates of return over the 1 and 5 years and period that would
equate the initial amount invested to the ending redeemable
value, according to the following formula:
P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical
$1000 payment made at the beginning of the
1, 5, or 10 year periods at the end of the
1, 5, or 10 year periods (or fractional
portion thereof).
The above calculation includes all recurring fees that are
charged to all contractowner accounts and a contingent
deferred sales charge subtracted form the ending value.
The Division's average annual total returns for the 1 and 5
years ending December 31, 1995 and period December 18, 1987
to December 31, 1995 are calculated as follows:
1 YEAR
1000(1 + T)1 = 1,177.10
Solve for T
T = 17.71%
5 YEAR
1000(1 + T)5 = 1,906.91
Solve for T
T = 13.78%
Period of December 18, 1987 -
December 31, 1995
1000(1 + T)2935/365 = 2,272.86
Solve for T
T = 10.75%
<PAGE>
SCHEDULE FOR COMPUTING TOTAL RETURN
PERSONAL BOND DIVISION
The hypothetical average annual total return quotations for 1 and 5 years ending
on December 31, 1995 and from December 18, 1987 (hypothetical inception of the
Division) to December 31, 1995 are computed by finding the average annual
compounded rates of return over the 1 and 5 years and period that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:
P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical
$1000 payment made at the beginning of the
1, 5, or 10 year periods at the end of the
1, 5, or 10 year periods (or fractional
portion thereof).
The above calculation includes all recurring fees that are
charged to all contractowner accounts and a contingent
deferred sales charge subtracted form the ending value.
The Division's average annual total returns for the 1 and 5
years ending December 31, 1995 and period December 18, 1987 to
December 31, 1995 are calculated as follows:
1 YEAR
1000(1 + T)1 = 1154.30
Solve for T
T = 15.43%
5 YEAR
1000(1 + T)5 = 1154.30
Solve for T
T = 9.43%
Period of December 18, 1987 -
December 31, 1995
1000(1 + T)2935/365 = 2027.83
Solver for T
T = 9.19%
<PAGE>
SCHEDULE FOR COMPUTING TOTAL RETURN
PERSONAL CAPITAL ACCUMULATION DIVISION
The hypothetical average annual total return quotations for 1 5 and 10 years
ending on December 31, 1995 are computed by finding the average annual
compounded rates of return over the 1 and 5 years and period that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:
P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical
$1000 payment made at the beginning of the
1, 5, or 10 year periods at the end of the
1, 5, or 10 year periods (or fractional
portion thereof).
The above calculation includes all recurring fees that are
charged to all contractowner accounts and a contingent
deferred sales charge subtracted form the ending value.
The Division's average annual total returns for the 1, 5
and 10 years ending December 31, 1995 are calculated as
follows:
1 YEAR
1000(1 + T)1 = 1246.30
Solve for T
T = 24.63%
5 YEAR
1000 (1 + T)5 = 2015.73
Solve for T
T = 15.05%
10 YEAR
1000 (1 + T)10 = 2885.80
Solve for T
T = 11.18%
<PAGE>
SCHEDULE FOR COMPUTING TOTAL RETURN
PERSONAL EMERGING GROWTH DIVISION
The hypothetical average annual total return quotations for 1 and 5 years ending
on December 31, 1995 and from December 18, 1987 (hypothetical inception of the
Division) to December 31, 1995 are computed by finding the average annual
compounded rates of return over the 1 and 5 years and period that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:
P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical
$1000 payment made at the beginning of the
1, 5, or 10 year periods at the end of the
1, 5, or 10 year periods (or fractional
portion thereof).
The above calculation includes all recurring fees that are
charged to all contractowner accounts and a contingent
deferred sales charge subtracted form the ending value.
The Division's average annual total returns for the 1 and 5
years ending December 31, 1995 and period December 18, 1987 to
December 31, 1995 are calculated as follows:
1 YEAR
1000(1 + T)1 = 1,218.90
Solve for T
T = 21.89%
5 YEAR
1000(1 + T)5 = 2,544.81
Solve for T
T = 20.54%
Period of December 18, 1987 -
December 31, 1995
1000(1 + T)2935/365 = 3,293.90
Solve for T
T = 15.98%
<PAGE>
SCHEDULE FOR COMPUTING TOTAL RETURN
PERSONAL GOVERNMENT SECURITIES DIVISION
The hypothetical average annual total return quotations for 1 and 5 years ending
on December 31, 1995 and from April 9, 1987 (hypothetical inception of the
Division) to December 31, 1995 are computed by finding the average annual
compounded rates of return over the 1 and 5 years and period that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:
P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical
$1000 payment made at the beginning of the
1, 5, or 10 year periods at the end of the
1, 5, or 10 year periods (or fractional
portion thereof).
The above calculation includes all recurring fees that are
charged to all contractowner accounts and a contingent
deferred sales charge subtracted form the ending value.
The Division's average annual total returns for the 1 and 5
years ending December 31, 1995 and period December 18, 1987 to
December 31, 1995 are calculated as follows:
1 YEAR
1000(1 + T)1 = 1,125.00
Solve for T
T = 12.50%
5 YEAR
1000(1 + T)5 = 1,450.38
Solve for T
T = 7.72%
Period of April 9, 1987 -
December 31, 1995
1000(1 + T)3188/365 = 1966.47
Solve for T
T = 8.05%
<PAGE>
SCHEDULE FOR COMPUTING TOTAL RETURN
PERSONAL GROWTH DIVISION
The hypothetical average annual total return quotations for 1 and 5 years ending
on December 31, 1995 and from May 2, 1994 (hypothetical inception of the
Division) to December 31, 1995 are computed by finding the average annual
compounded rates of return over the 1 and 5 years and period that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:
P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical
$1000 payment made at the beginning of the
1, 5, or 10 year periods at the end of the
1, 5, or 10 year periods (or fractional
portion thereof).
The above calculation includes all recurring fees that are
charged to all contractowner accounts and a contingent
deferred sales charge subtracted form the ending value.
The Division's average annual total returns for the 1 and 5
years ending December 31, 1995 and period May 2, 1994
to December 31, 1995 are calculated as follows:
1 YEAR
1000(1 + T)1 = 1,186.90
Solve for T
T = 18.69%
Period of May 2, 1994 -
December 31, 1995
1000(1 + T)608/365 = 1,243.37
Solve for T
T = 13.97%
<PAGE>
SCHEDULE FOR COMPUTING TOTAL RETURN
PERSONAL MONEY MARKET DIVISION
The hypothetical average annual total return quotations for 1, 5 and 10 years
ending on December 31, 1995 are computed by finding the average annual
compounded rates of return over the 1 and 5 years and period that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:
P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical
$1000 payment made at the beginning of the
1, 5, or 10 year periods at the end of the
1, 5, or 10 year periods (or fractional
portion thereof).
The above calculation includes all recurring fees that are
charged to all contractowner accounts and a contingent
deferred sales charge subtracted form the ending value.
The Division's average annual total returns for the 1, 5 and
10 years ending December 31, 1995 are calculated as follows:
1 YEAR
1000(1 + T)1 = 997.40
Solve for T
T = -0.26%
5 YEAR
1000(1 = T)5 = 1,146.39
Solve for T
T = 2.77%
10 YEAR
1000(1 + T)10 = 1,579.93
Solve for T
T = 4.68%
<PAGE>
SCHEDULE FOR COMPUTING TOTAL RETURN
PERSONAL WORLD DIVISION
The hypothetical average annual total return quotations for 1 and 5 years ending
on December 31, 1995 and from May 2, 1994 (hypothetical inception of the
Division) to December 31, 1995 are computed by finding the average annual
compounded rates of return over the 1 and 5 years and period that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:
P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical
$1000 payment made at the beginning of the
1, 5, or 10 year periods at the end of the
1, 5, or 10 year periods (or fractional
portion thereof).
The above calculation includes all recurring fees that are
charged to all contractowner accounts and a contingent
deferred sales charge subtracted form the ending value.
The Division's average annual total returns for the 1 and 5
years ending December 31, 1995 and period May 2, 1994
to December 31, 1995 are calculated as follows:
1 YEAR
1000(1 + T)1 = 1,078.70
Solve for T
T = 7.87%
Period of May 2, 1994 -
December 31, 1995
1000(1 + T)608/365 = 1,034.55
Solve for T
T = 2.06%
SCHEDULE FOR COMPUTING EFFECTIVE ANNUALIZED YIELD
FOR SEPARATE ACCOUNT B PERSONAL CONTRACT
MONEY MARKET DIVISION
The effective yield quotation based on the seven day period of 12/22/95
through 12/29/95 is computed by determining the net change, exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one accumulation unit of the sub-account at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from result, according
to the following formula:
a - b - c
EFFECTIVE YIELD = (----------------------+1) ^ 365/7 -1
b
Where:
a = ending unit value
b = beginning unit value
c = expense factor for 7-day period
Separate Account B Personal Contract's Effective Yield is as follows:
EFFECTIVE YIELD =
1.1193444 - 1.1183273 - 0.0000524086
(((-------------------------------------------) + 1) ^ 365/7) - 1 = 4.598610125
1.1183273
EFFECTIVE YIELD = 4.60%
<PAGE>
SCHEDULE FOR COMPUTING ANNUALIZED YIELD
FOR SEPARATE ACCOUNT B PERSONAL CONTRACT
MONEY MARKET DIVISION
The yield quotation based on the seven day period of 12/22/95 through
12/29/95 is computed by determining the net change, exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one accumulation unit of the sub-account at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from contractowner
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return, and multiplying
the base period return by (365/7) according to the following formula:
a - b - c 365
EFFECTIVE YIELD = (-------------) x -----------
b 7
Where:
a = ending unit value
b = beginning unit value
c = expense factor for 7-day period
Separate Account B Personal Contract's Yield is as follows:
EFFECTIVE YIELD =
1.1193444 - 1.1183273 - 0.0000524086 365
(((-------------------------------------------) x ------- = 4.497946697
1.1183273 7
EFFECTIVE YIELD = 4.50%
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 20,112,401
<INVESTMENTS-AT-VALUE> 21,263,022
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 21,263,022
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 1,522,049
<SHARES-COMMON-PRIOR> 319,641
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 21,263,022
<DIVIDEND-INCOME> 636,546
<INTEREST-INCOME> 0
<OTHER-INCOME> 392,158
<EXPENSES-NET> (129,072)
<NET-INVESTMENT-INCOME> 899,632
<REALIZED-GAINS-CURRENT> 103,410
<APPREC-INCREASE-CURRENT> 1,347,509
<NET-CHANGE-FROM-OPS> 2,350,551
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 15,092,759
<NUMBER-OF-SHARES-SOLD> 6,092,792
<NUMBER-OF-SHARES-REDEEMED> 1,575,025
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 17,443,310
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 129,072
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 18,122,886
<INVESTMENTS-AT-VALUE> 18,628,633
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 18,628,633
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 1,588,119
<SHARES-COMMON-PRIOR> 302,011
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 18,628,633
<DIVIDEND-INCOME> 918,871
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> (112,342)
<NET-INVESTMENT-INCOME> 806,529
<REALIZED-GAINS-CURRENT> 50,961
<APPREC-INCREASE-CURRENT> 679,932
<NET-CHANGE-FROM-OPS> 1,537,422
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 14,034,862
<NUMBER-OF-SHARES-SOLD> 3,148,232
<NUMBER-OF-SHARES-REDEEMED> 769,606
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 15,572,284
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 112,342
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 92,908,561
<INVESTMENTS-AT-VALUE> 103,657,763
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 103,657,763
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 3,728,696
<SHARES-COMMON-PRIOR> 3,828,089
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 103,657,763
<DIVIDEND-INCOME> 2,051,110
<INTEREST-INCOME> 0
<OTHER-INCOME> 8,040,992
<EXPENSES-NET> (1,289,091)
<NET-INVESTMENT-INCOME> 8,803,011
<REALIZED-GAINS-CURRENT> 1,908,275
<APPREC-INCREASE-CURRENT> 12,768,964
<NET-CHANGE-FROM-OPS> 23,480,250
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> (9,552,898)
<NUMBER-OF-SHARES-SOLD> 15,312,144
<NUMBER-OF-SHARES-REDEEMED> 22,405,151
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 13,927,352
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,289,091
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 37,189,023
<INVESTMENTS-AT-VALUE> 42,184,948
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 42,184,948
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 1,665,414
<SHARES-COMMON-PRIOR> 499,033
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 42,184,948
<DIVIDEND-INCOME> 353,883
<INTEREST-INCOME> 0
<OTHER-INCOME> 330,442
<EXPENSES-NET> (329,852)
<NET-INVESTMENT-INCOME> 354,473
<REALIZED-GAINS-CURRENT> 241,047
<APPREC-INCREASE-CURRENT> 5,294,039
<NET-CHANGE-FROM-OPS> 5,889,559
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 26,329,693
<NUMBER-OF-SHARES-SOLD> 4,865,248
<NUMBER-OF-SHARES-REDEEMED> 2,874,287
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 32,219,252
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 329,852
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 44,523,062
<INVESTMENTS-AT-VALUE> 45,442,936
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 45,442,936
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 4,307,388
<SHARES-COMMON-PRIOR> 3,227,473
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 45,442,936
<DIVIDEND-INCOME> 2,482,944
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> (461,030)
<NET-INVESTMENT-INCOME> 2,021,914
<REALIZED-GAINS-CURRENT> (303,527)
<APPREC-INCREASE-CURRENT> 3,801,338
<NET-CHANGE-FROM-OPS> 5,519,725
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 9,649,513
<NUMBER-OF-SHARES-SOLD> 7,019,134
<NUMBER-OF-SHARES-REDEEMED> 9,078,409
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 15,169,238
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 461,030
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 33,989,529
<INVESTMENTS-AT-VALUE> 37,903,233
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 37,903,233
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 3,049,334
<SHARES-COMMON-PRIOR> 802,111
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 37,903,233
<DIVIDEND-INCOME> 495,175
<INTEREST-INCOME> 0
<OTHER-INCOME> 257,829
<EXPENSES-NET> (273,606)
<NET-INVESTMENT-INCOME> 479,398
<REALIZED-GAINS-CURRENT> 254,149
<APPREC-INCREASE-CURRENT> 3,955,502
<NET-CHANGE-FROM-OPS> 4,689,049
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 25,112,860
<NUMBER-OF-SHARES-SOLD> 5,866,880
<NUMBER-OF-SHARES-REDEEMED> 988,741
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 29,801,909
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 273,606
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 22,309,488
<INVESTMENTS-AT-VALUE> 22,309,488
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 22,309,488
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 22,309,488
<SHARES-COMMON-PRIOR> 17,109,486
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 22,309,488
<DIVIDEND-INCOME> 879,065
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> (222,461)
<NET-INVESTMENT-INCOME> 656,604
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 656,604
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 4,543,398
<NUMBER-OF-SHARES-SOLD> 30,712,096
<NUMBER-OF-SHARES-REDEEMED> 30,932,151
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5,200,002
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 222,461
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 23,424,723
<INVESTMENTS-AT-VALUE> 25,182,149
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 25,182,149
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 2,349,081
<SHARES-COMMON-PRIOR> 953,709
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 25,182,149
<DIVIDEND-INCOME> 414,624
<INTEREST-INCOME> 0
<OTHER-INCOME> 17,944
<EXPENSES-NET> (224,809)
<NET-INVESTMENT-INCOME> 207,759
<REALIZED-GAINS-CURRENT> 88,239
<APPREC-INCREASE-CURRENT> 2,064,057
<NET-CHANGE-FROM-OPS> 2,360,055
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 13,704,640
<NUMBER-OF-SHARES-SOLD> 3,564,739
<NUMBER-OF-SHARES-REDEEMED> 680,716
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 16,064,695
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 224,809
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
