Registration Nos. 333-_______
811-07971
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
A. Cova Variable Life Account One
(Exact Name of Trust)
B. Cova Financial Services Life Insurance Company
(Name of Depositor)
C. One Tower Lane, Suite 3000
Oakbrook Terrace, Illinois 60181-4644
(Complete address of depositor's principal executive offices)
D. Name and complete address of agent for service:
Lorry J. Stensrud, President
Cova Financial Services Life Insurance Company
One Tower Lane, Suite 3000
Oakbrook Terrace, Illinois 60181-4644
(800) 523-1661
Copies to:
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Judith A. Hasenauer and Jeffery K. Hoelzel
Blazzard, Grodd & Hasenauer, P.C. Vice President,
P.O. Box 5108 General Counsel and Secretary
Westport, CT 06881 Cova Financial Services
(203) 226-7866 Life Insurance Company
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644
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Approximate Date of Proposed Public Offering: As soon as practicable
after the effective date of this filing.
E. Modified Single Premium Variable Life Insurance Policies
(Title and amount of securities being registered)
F. Proposed maximum aggregate offering price to the public of the
securities being registered:
Continuous offering
G. Amount of Filing Fee: Not Applicable
H. Approximate date of proposed public offering:
As soon as practicable after the effective date of this filing.
______________________________________________________________________________
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
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N-8B-2 Item Caption in Prospectus
- ------------ ------------------------------
1 The Variable Insurance Policy
2 Other Information; The Company
3 Not Applicable
4 Other Information
5 The Separate Account
6(a) Not Applicable
(b) Not Applicable
7 Not Applicable
8 Not Applicable
9 Legal Proceedings
10 Purchases
11 Investment Options
12 Investment Options
13 Expenses
14 Purchases
15 Purchases
16 Investment Options
17 Access to Your Money
18 Access to Your Money
19 Reports to Owners
20 Not Applicable
21 Access to Your Money
22 Not Applicable
23 Not Applicable
24 Not Applicable
25 The Company
26 Expenses
27 The Company
28 The Company
29 The Company
30 The Company
31 Not Applicable
32 Not Applicable
33 Not Applicable
34 Not Applicable
35 The Company; Other Information
36 Not Applicable
37 Not Applicable
38 Other Information
39 Other Information
40 Not Applicable
41 Not Applicable
42 Not Applicable
43 Not Applicable
44 Purchases
45 Other Information
46 Access to Your Money
47 Not Applicable
48 Not Applicable
49 Not Applicable
50 Not Applicable
51 The Company; Purchases
52 Investment Options
53 The Separate Account
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Financial Statements
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THE MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
ISSUED BY
COVA VARIABLE LIFE ACCOUNT ONE
AND
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
This prospectus describes the Modified Single Premium Variable Life Insurance
Policy offered by Cova Financial Services Life Insurance Company (Cova).
The Policy has been designed to be used for estate and retirement planning and
other insurance needs of individuals and businesses.
The Policy offers you eight (8) Investment Portfolios listed below. The
Investment Portfolios are part of Cova Series Trust, Lord Abbett Series Fund,
Inc. and General American Capital Company. When you buy a Policy, you bear
the complete investment risk. Your Account Value and, under certain
circumstances, the Death Benefit under the Policy may increase or decrease
depending on the investment experience of the Investment Portfolio(s) you
select.
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COVA SERIES TRUST LORD ABBETT SERIES FUND, INC.
Managed by J.P. Morgan Managed by Lord, Abbett & Co.
Investment Management Inc. Growth and Income
Select Equity
Small Cap Stock GENERAL AMERICAN CAPITAL COMPANY
Large Cap Stock Managed by Conning Asset Management
International Equity Company
Quality Bond Money Market
Managed by Lord, Abbett & Co.
Bond Debenture
</TABLE>
Please read this prospectus before investing and keep it on file for future
reference. It contains important information about the Cova Modified Single
Premium Variable Life Insurance Policy.
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.
THE PRODUCTS DESCRIBED HEREIN ARE NOT DEPOSITS OF, OR GUARANTEED BY ANY BANK,
NOR INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
_____________, 1997
TABLE OF CONTENTS
SPECIAL TERMS
SUMMARY
PART I
1. THE VARIABLE LIFE INSURANCE POLICY
2. PURCHASES
PREMIUMS
APPLICATION FOR A POLICY
ALLOCATION OF PREMIUMS
GRACE PERIOD
ACCUMULATION UNIT VALUES
3. INVESTMENT OPTIONS
COVA SERIES TRUST
LORD ABBETT SERIES FUND, INC.
GENERAL AMERICAN CAPITAL COMPANY
TRANSFERS
DOLLAR COST AVERAGING PROGRAM
AUTOMATIC REBALANCING PROGRAM
APPROVED ASSET ALLOCATION PROGRAM
SUBSTITUTION
4. EXPENSES
INSURANCE CHARGES
MORTALITY AND EXPENSE RISK CHARGE
ADMINISTRATIVE CHARGE
TAX EXPENSE CHARGE
COST OF INSURANCE CHARGE
ANNUAL POLICY MAINTENANCE FEE
ANNUAL WITHDRAWAL AMOUNT
SURRENDER CHARGE
NURSING HOME WAIVER
DEFERRED PREMIUM TAX CHARGE
TRANSFER FEE
TAXES
INVESTMENT PORTFOLIO EXPENSES
5. DEATH BENEFIT
ACCELERATED DEATH BENEFIT
JOINT LIVES
6. TAXES
LIFE INSURANCE IN GENERAL
TAKING MONEY OUT OF YOUR POLICY
DIVERSIFICATION
7. ACCESS TO YOUR MONEY
LOANS
LOAN AMOUNT
LOAN ACCOUNT
LOAN INTEREST
INTEREST CREDITED
PREFERRED LOAN
EFFECT OF LOAN
LOAN REPAYMENTS
TOTAL SURRENDER
PARTIAL SURRENDERS
TERMINATION OF THE POLICY
REINSTATEMENT
8. OTHER INFORMATION
COVA
THE SEPARATE ACCOUNT
DISTRIBUTOR
SUSPENSION OF PAYMENTS OR TRANSFERS
OWNERSHIP
OWNER
JOINT OWNER
BENEFICIARY
ASSIGNMENT
PART II
THE COMPANY
VOTING
DISREGARD OF VOTING INSTRUCTIONS
THE SEPARATE ACCOUNT
LEGAL OPINIONS
REDUCTION OR ELIMINATION OF SURRENDER CHARGE
MISSTATEMENT OF AGE OR SEX
COVA'S RIGHT TO CONTEST
SETTLEMENT OPTIONS
TAX STATUS
INTRODUCTION
DIVERSIFICATION
TAX TREATMENT OF THE POLICY
POLICY PROCEEDS
JOINT LIVES
TAX TREATMENT OF LOANS AND SURRENDERS
MULTIPLE POLICIES
TAX TREATMENT OF ASSIGNMENTS
QUALIFIED PLANS
INCOME TAX WITHHOLDING
REPORTS TO OWNERS
LEGAL PROCEEDINGS
EXPERTS
FINANCIAL STATEMENTS
APPENDIX A
ILLUSTRATION OF POLICY VALUES
SPECIAL TERMS
We have tried to make this prospectus as readable and understandable for you
as possible. By the very nature of the Policy, however, certain technical
words or terms are unavoidable. We have identified some of those words or
terms. For several of these terms we have provided a definition. For the
remainder, we believe that you will find an adequate discussion in the text.
For those terms, we have identified them in the text in italic and the page
number that is indicated here is where we believe you will find the best
explanation for the word or term.
ACCOUNT VALUE - The total value of your Policy. It is equal to the sum of the
Policy values allocated to the Investment Portfolios and the Policy values
allocated to the Loan Account.
ACCUMULATION UNIT - An accounting unit used to calculate Policy values when
they are allocated to the Investment Portfolios.
CASH VALUE - Your Policy's account value less any surrender charge and less
any deferred premium tax charge and less any policy maintenance fee.
CASH SURRENDER VALUE - Your Policy's cash value less any outstanding loans and
accrued loan interest.
COVERAGE AMOUNT - The coverage amount is used to determine the cost of
insurance charges. It is the difference between the death benefit and the
account value.
FACE AMOUNT - The amount of coverage that you have chosen (unless later
reduced by a partial surrender) and which will be used to determine the Death
Benefit.
MAXIMUM PREMIUM LIMIT - This is the maximum amount of premium that Cova will
accept under a Policy. We can also refer to this as MPL. Cova's MPL has been
designed not to exceed the maximum premium allowed under the Internal Revenue
Code for a specified face amount of Insurance for a given age.
POLICY DATE, POLICY ANNIVERSARY, POLICY YEAR - The Policy Date is the day your
premium was initially invested in the Money Market Portfolio which may be
before we actually issue the Policy. It is the date from which Policy
Anniversaries and Policy Years are determined.
Annual Withdrawal Amount
Beneficiary
Business Day
Death Benefit
Insured
Investment Portfolio
Issue Date
Joint Owner
Loan Account
Monthly Deduction
Owner
Net Death Benefit or Death Proceeds
Premium
Processing Date
Right to Examine
SUMMARY
The Prospectus is divided into three sections: Summary, Part I and Part II.
The sections in this Summary correspond to sections in Part I of this
Prospectus which discuss the topics in more detail. Even more detailed
information is contained in Part II.
1. THE VARIABLE LIFE INSURANCE POLICY
The variable life insurance policy offered by Cova is a contract between you,
the owner, and Cova, an insurance company.
The Policy provides for the payment of death proceeds to your selected
beneficiary upon the death of the insured which are free from federal income
taxes. The Policy can be used as part of your estate planning or to save for
retirement. The insured is the person whose life is insured under the Policy.
The insured can be the same as the owner but does not have to be.
You can choose among eight (8) investment portfolios which are listed in Item
3. The investment portfolios are the investment options available under the
Policy. You can allocate your unloaned account value to any or all of the
investment portfolios. You can transfer between investment portfolios up to
12 times a year without charge and without being taxed. If you make more than
12 transfers in a year, we will charge $25 or 2% of the amount transferred,
whichever is less.
While the Policy is in force, the account value and, under certain
circumstances, the death benefit, will vary, up or down, with the investment
performance of the investment portfolios you choose. You are not taxed on the
earnings until you surrender or borrow from your Policy.
2. PURCHASES
You can buy the Policy with a single premium and, under certain conditions,
you can make additional premiums. The minimum initial premium we will accept
is generally $10,000. There is no minimum required for additional premiums.
However, the total of all premiums paid will be limited to that which is
required to qualify the Policy as life insurance under the Internal Revenue
Code. We call this the maximum premium limit. Your registered representative
can help you fill out the proper forms. We may also require additional
information. In some circumstances, the insured may be required to provide us
with medical records or a complete paramedical examination.
3. INVESTMENT OPTIONS
You can put your money in any or all of these investment portfolios which are
described in the prospectuses for the funds:
MANAGED BY J.P. MORGAN INVESTMENT MANAGEMENT INC.
Select Equity
Small Cap Stock
Large Cap Stock
International Equity
Quality Bond
MANAGED BY LORD, ABBETT & CO.
Bond Debenture
Growth and Income
MANAGED BY CONNING ASSET MANAGEMENT COMPANY
Money Market
Depending upon market conditions, you can make or lose money in any of these
portfolios.
4. EXPENSES
The Policy has both insurance features and investment features, and there are
costs related to each that reduce the return on your investment.
Each year Cova deducts a $30 policy maintenance fee from your Policy. Cova
will not deduct this charge if the account value of your Policy is at least
$50,000 at the time the deduction is to be made. If you make a complete
surrender of your Policy, the policy maintenance fee will be deducted,
regardless of your account value at that time.
Cova also deducts insurance charges on a monthly basis. For the first ten
years, the total charges are equal, on an annual basis, to 1.70% of the value
of your Policy, with 1/12 of that amount charged monthly. After the tenth
year, the total for insurance charges is 1.15% annually, with 1/12 of that
amount charged monthly.
Each month Cova will also deduct an additional insurance charge to cover the
cost of insurance. This charge will depend upon the sex, age and rating
classification of the insured and whether your initial premium was 100% of the
maximum premium limit.
There are also daily investment charges which apply to the average daily value
of the investment portfolio and varies depending upon the investment
portfolio. These charges range from .205% to .95%.
If you take out more than the annual withdrawal amount, Cova may assess a
surrender charge which ranges from 7.5% of the premium surrendered in the
first year to 0% in the tenth year. Each year you may withdraw up to that sum
of the excess of your account value over premiums paid which have not been
previously surrendered; plus 10% of premiums without incurring this surrender
charge. We call this amount the annual withdrawal amount. If you take your
money out before the tenth year, Cova will assess a deferred premium tax
charge which ranges from 2.25% of premium surrendered in the first year to 0%
in the tenth year. After the tenth year there is no surrender charge or
deferred premium charge when you withdraw your money.
Your Policy could lapse if your cash surrender value is insufficient to cover
any charges due.
5. DEATH BENEFIT/DEATH PROCEEDS
The Policy provides for a face amount of insurance. The actual amount payable
to your beneficiary is the death benefit less any loans plus accrued loan
interest under the Policy. This amount is called the death proceeds. It may
also be called the net death benefit.
The death benefit will be the greater of (1) your face amount or (2) your
account value multiplied by a specified percentage. These percentages vary by
the age of the insured and are shown in your Policy. Therefore, increases in
your account value may increase the death benefit. However, because the death
benefit will never be less than the face amount (so long as the Policy remains
in force) a decrease in account value may decrease the death benefit, but
never below the face amount. Also, a partial surrender will reduce the face
amount in the same proportion as the account value was reduced.
All or part of the Death Proceeds may be paid in a lump sum or applied under
one of the Settlement Options contained in the Policy.
The Policy is offered on a single life or on a "joint life" basis. Under
"joint life" coverage, Death Proceeds are paid after the second insured's
death.
At the time of application for a Policy, you designate a beneficiary who is
the person or persons who will receive the Death Proceeds. You can change
your beneficiary unless you have a designated an irrevocable beneficiary. The
beneficiary does not have to be a natural person.
6. TAXES
Your earnings are not taxed until you take them out. In most cases, your
Policy will be a modified endowment contract unless it was exchanged for a
contract issued before June 21, 1988. Money taken out of a modified endowment
contract is considered to come from earnings first and is taxed as income.
Also, if you are younger than 59 1/2 when you take money out, you may be
charged a 10% federal tax penalty on the earnings withdrawn. Death proceeds
are paid to your beneficiary tax free.
7. ACCESS TO YOUR MONEY
Under the Policy you have access to a portion of your account value equal to
earnings without charge. You may also withdraw up to 10% of premium each
year, without incurring the Surrender Charge. Premiums withdrawn in excess of
this 10% will incur a Surrender Charge during the first 10 years. However, a
Deferred Premium Tax will be assessed on all premiums surrendered during the
first ten years. The minimum partial surrender that you can make is $500. You
can also borrow some of your cash value. The minimum loan amount is $500.
8. OTHER INFORMATION
RIGHT TO EXAMINE
If you cancel your Policy within ten days after you receive it (or whatever
period is required in your state), we will return to you the greater of (1)
the premium(s) you paid or (2) your account value on the day we, or the agent
through whom it was purchased, received the returned Policy. Until the end of
the time you are allowed to examine your Policy (10 days or the required
period in your state) plus five days, your premium will remain in the Money
Market Portfolio. After that, we will invest your account value as you
requested.
WHO SHOULD PURCHASE THE POLICY?
The Policy is designed for an individual who wants:
to create or conserve his/her estate;
to supplement retirement income; and
to retain access to cash through loans and surrenders.
If you currently own a variable life insurance policy on the life of the
insured, you should consider whether the purchase of the Policy is
appropriate. Also, you should carefully consider whether the Policy should be
used to replace an existing Policy on the life of an insured.
Cova will not issue a Policy on insureds older than 90.
ADDITIONAL FEATURES
You can arrange to have a regular amount of money automatically invested in
selected investment portfolios each month, theoretically giving you a lower
average cost per unit over time than a single one time purchase. Your premium
will be placed in the Money Market Portfolio and will be transferred to the
selected investment portfolios monthly. We call this feature Dollar Cost
Averaging.
You can arrange to automatically readjust your unloaned account value between
investment portfolios periodically to keep the allocation you select. We call
this feature Automatic Rebalancing.
In the event the insured is terminally ill, you can request to receive up to
50% of the death benefit up to a maximum of $500,000. If you have selected
the Joint Life option, the provision will only be available on the second life
after the death of the first. We call this feature the Accelerated Death
Benefit.
If you or the joint owner are confined in a qualifying facility for 90 days
or more and if the confinement begins after the first policy year, you can
make a full or partial surrender and we will waive the surrender charge. We
call this feature the Nursing Home Waiver.
You can elect to have the death benefit payable upon the death of a second
person. This benefit is written on spouses only. We call this option the
Joint Life Option.
These features may not be available in your state. They may not be suitable
for your particular situtation.
9. INQUIRIES
If you need more information, please contact us at:
Cova Life Sales Company
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181
800-523-1661
If you need policy owner service (such as changes in policy information,
inquiry into policy values, or to make a loan), please contact us at:
Cova Financial Services Life Insurance Company
P.O. Box 10366
Des Moines, IA 50306
515-243-5834
800-343-8496
PART I
1. THE VARIABLE LIFE INSURANCE POLICY
This variable life insurance policy is a contract between you, the owner, and
Cova, an insurance company. This kind of policy is most commonly used for
retirement and/or estate planning.
During the insured's lifetime, you can select among the investment portfolios
offered in the Policy. (There are currently eight (8) Portfolios offered.
They are listed in Item 3.) You can transfer between them up to 12 times a
year without charge. The account value and, under some circumstances, the
death benefit will go up or down depending upon the investment experience of
the investment portfolio(s) you select. This gives you the opportunity to
capture the upside potential of the market. It also means you could lose
money.
While your money remains in the Policy, you pay no current income taxes on
earnings or gains. This is called tax-deferred accumulation. It helps your
money grow faster. Subject to some limitations, you may take money out at any
time through loans or partial surrenders. Any money you take out, however, is
taxed as earnings until all earnings have been removed from the Policy. If
you are younger than age 59 1/2 when you take money out, you may also incur an
additional 10% federal tax penalty. If you purchased a Policy in exchange for
a policy issued prior to June 21, 1988, different tax rules may apply. (See
Section 6. Taxes. Part II also contains more detailed information regarding
taxes.)
Because this is a life insurance policy, it provides a death benefit, which is
an amount greater than your account value. When the insured dies, the death
benefit (minus any loans and any accrued loan interest) is paid to your
beneficiary free from federal income tax. The tax-free death benefit combined
with the ability to use your money while you're alive, makes this an excellent
way to accumulate money you don't think you'll use in your lifetime and a
tax-efficient way to provide for those you leave behind.
2. PURCHASES
PREMIUMS
Premiums are the monies you give us to buy the Policy. The minimum initial
premium we will accept is generally $10,000. When you apply for the Policy,
you request a specific amount of insurance. We call this amount the face
amount of the Policy. Your initial premium must be 80%, 90% or 100% of the
maximum premium limit (MPL). The Internal Revenue Code (Code) has established
certain criteria which must be met in order for a life insurance policy to
qualify as life insurance under the Code. The MPL satisfies one of the
criteria. Cova's MPL has been designed not to exceed the maximum premium
allowed under the Code for a specified face amount of insurance for a given
age.
You can invest additional premiums up to the MPL. However, if the additional
premium increases the amount of insurance, we will require evidence of the
insurability of the insured. If all of your premiums totaled $1,000,000 or
more, you will need Cova's prior approval before you add premiums. If the
additional premium would cause the Policy to fail to meet the criteria
established by the Code to qualify as life insurance, Cova will send the
premium back within 60 days of the anniversary of the policy date (Policy
Anniversary). The amount and frequency of additional premiums will affect the
account value of your Policy and may affect the amount or duration of your
insurance.
APPLICATION FOR A POLICY
In order to purchase a Policy, you must submit an application to Cova which
requests some information regarding the proposed insured. In some cases, we
will ask for additional information. We may request that the insured provide
us with medical records or possibly require other medical tests.
Cova will not issue a Policy if the insured is over age 90.
Cova will review all the information it has about the insured and determine
whether or not the insured meets Cova's standards for issuing the Policy.
This process is called underwriting. If the insured meets all of Cova's
underwriting requirements, we will issue a Policy. There are several
underwriting classes under which the Policy may be issued.
During the underwriting period, which could be up to 60 days or longer from
the time the application is signed, we offer fixed insurance called
conditional insurance. The initial premium must be submitted with the
application before the conditional insurance is provided. The conditional
insurance is effective up to 60 days from when the application was signed. For
applicants 65 or younger, conditional insurance will be for the lesser of
$500,000 plus the initial premium paid or the amount of insurance applied for.
If the applicant is 66 or older, the conditional insurance will be the lesser
of $200,000 plus the initial premium paid or the amount of insurance applied
for. The conditional insurance is subject to a number of restrictions and is
only applicable if the proposed insured was an acceptable risk for the
insurance applied for.
ALLOCATION OF PREMIUMS
When you purchase a Policy, we will initially invest your money in the Money
Market Portfolio. After 15 days from the issue date (or the period required
in your state plus five days), we will allocate your account value to the
investment portfolios as you requested in the application. All allocation
directions must be in whole percentages. If you make additional premiums, we
will allocate them in the same way as your first premium unless you tell us
otherwise.
If you change your mind about owning a Policy, you can cancel it within 10
days after receiving it (or the period required in your state (Right to
Examine Period)). When you cancel the Policy within this time period, Cova
will not assess a surrender charge or a deferred premium tax charge. Cova
will give you back the greater of your premium payment or your account value.
If your application for the Policy is in good order, Cova will invest your
first premium in the Money Market Portfolio two days after it is received,
EVEN IF OUR UNDERWRITING IS NOT YET COMPLETE AND THE POLICY IS NOT YET ISSUED.
The day we invest your premium in the Money Market Portfolio is called the
policy date. The money will stay in the Money Market Portfolio for 15 days
after the issue date. (In some states, the period may be longer.) At the end
of that period, we will re-allocate those funds as you selected in the
application.
If as a result of underwriting review, Cova does not issue you a Policy, we
will return to you your premium, plus interest required by your state.
If we do issue a Policy, on the issue date, we will deduct the Monthly
Deductions for the period from the policy date through the next processing
date.
GRACE PERIOD
Your Policy will stay in effect as long as your cash surrender value is
sufficient to cover the Monthly Deductions. If the cash surrender value of
your Policy is not enough to cover these deductions to be made from the
Policy, Cova will mail you a notice. You will have 61 days from the time the
notice is mailed to you to send to Cova the required premium payment. This is
called the Grace Period. If the premium is not paid by the end of the Grace
Period, the Policy will terminate without value.
ACCUMULATION UNIT VALUES
The value of your Policy that is invested in the investment portfolios will go
up or down depending upon the investment performance of the investment
portfolio(s) you choose. In order to keep track of the value of your Policy,
we use a unit of measure we call an accumulation unit. (An accumulation unit
works like a share of a mutual fund.)
Every business day we determine the value of an accumulation unit for each of
the investment portfolios. The value of an accumulation unit for any given
business day is determined by multiplying a factor we call the net investment
factor times the value of an accumulation unit for the previous business day.
We do this for each investment portfolio. The net investment factor is a
number that reflects the change (up or down) in an underlying investment
portfolio share. Our business days are each day that the New York Stock
Exchange is open for business. Our business day closes when the New York
Stock Exchange closes, usually 4:00 P.M. Eastern time.
The value of an accumulation unit may go up or down from day to day.
When you make a premium payment, we credit your Policy with accumulation
units. The number of accumulation units credited is determined by dividing
the amount of premiums allocated to an investment portfolio divided by the
value of the accumulation unit for that investment portfolio.
We calculate the value of an accumulation unit for each investment portfolio
after the New York Stock Exchange closes each day and then apply it to your
Policy.
When Cova assesses the monthly deductions and for the annual policy
maintenance fee we do so by deducting accumulation units from your Policy.
When you have selected more than one investment portfolio, we make the
deductions pro rata from all of the investment portfolios.
3. INVESTMENT OPTIONS
The Policy offers eight (8) investment portfolios which are listed below.
Additional investment portfolios may be available in the future.
YOU SHOULD READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY BEFORE INVESTING.
COPIES OF THESE FUND PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS.
COVA SERIES TRUST
Cova Series Trust is managed by Cova Investment Advisory Corporation, which is
an indirect subsidiary of Cova. Cova Series Trust is a mutual fund with
multiple portfolios. Each investment portfolio has a different investment
objective. Cova Investment Advisory Corporation has engaged subadvisers to
provide investment advice for the individual investment portfolios. The
following investment portfolios are available under the Policy:
J.P. MORGAN INVESTMENT MANAGEMENT INC. IS THE SUB-ADVISER TO THE
FOLLOWING PORTFOLIOS:
Select Equity Portfolio
Small Cap Stock Portfolio
Large Cap Stock Portfolio
International Equity Portfolio
Quality Bond Portfolio
LORD, ABBETT & CO. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO:
Bond Debenture Portfolio
LORD ABBETT SERIES FUND, INC.
Lord Abbett Series Fund, Inc. is a mutual fund with multiple portfolios. Each
portfolio is managed by Lord, Abbett & Co. Only the following portfolio is
available under the Policy:
Growth and Income Portfolio
GENERAL AMERICAN CAPITAL COMPANY
General American Capital Company is a mutual fund with multiple portfolios.
Only the following portfolio is available under the Policy and is managed by
Conning Asset Management Company:
Money Market Portfolio
TRANSFERS
You can transfer money among the eight (8) investment portfolios.
You can make 12 transfers every Policy Year without charge while the insured
is alive. If you make more than 12 transfers in a year, there is a transfer
fee deducted. (We measure years from your policy date.) The fee is $25 per
transfer or, if less, 2% of the amount transferred. The following apply to
any transfer:
1. the minimum amount which you can transfer is $500 or your entire value in
the investment portfolio.
2. your request for transfer must clearly state the amount to be transferred
and which investment portfolios are involved in the transfer.
3. if a transfer fee applies, the charge will be deducted from the amount
transferred.
You can make transfers by telephone. Prior to making a transfer by telephone,
you will need to complete a pre-authorization form. If you own the Policy
with a joint owner, unless Cova is instructed otherwise, Cova will accept
instructions from either you or the other owner. Cova will use reasonable
procedures to confirm that instructions given to us by telephone are genuine.
If Cova fails to use such procedures, we may be liable for any losses due to
unauthorized or fraudulent instructions. Cova tape records all telephone
instructions.
We have reserved the right to modify your transfer rights if we decide that
the exercise of this right by you, your authorized agent, or any owner is or
would be disadvantageous to other owners. We have also reserved the right to
restrict transfers to a maximum of 12 per year and to restrict transfers from
being made on consecutive Valuation Dates.
DOLLAR COST AVERAGING PROGRAM
The Dollar Cost Averaging Program allows you to systematically transfer a set
amount each month from the Money Market Portfolio to any of the other
investment portfolio(s). By allocating amounts on a regular schedule as
opposed to allocating the total amount at one particular time, you may be less
susceptible to the impact of market fluctuations.
You must have at least $5,000 in the Money Market Portfolio (or the amount
required to complete your program, if more) in order to participate in the
Dollar Cost Averaging Program.
All Dollar Cost Averaging transfers will be made on the 15th day of the month
unless you indicated otherwise on the application. If this is not a business
day, then the transfer will be made the next business day.
If you participate in the Dollar Cost Averaging Program, the transfers made
under the program are not taken into account in determining any transfer fee.
AUTOMATIC REBALANCING PROGRAM
Once your money has been allocated among the investment portfolios, the
performance of each portfolio may cause your allocation to shift. You can
direct us to automatically readjust your non-loaned account value between
investment portfolios to keep the blend you selected. You can tell us whether
to rebalance quarterly, semi-annually or annually. We will measure these
periods from the policy date. The transfer date will be the 1st business day
after the end of the period you selected. If you participate in the Automatic
Rebalancing Program, the transfers made under the program are not taken into
account in determining any transfer fee.
You cannot participate in both the Dollar Cost Averaging and Automatic
Rebalancing Programs at the same time.
APPROVED ASSET ALLOCATION PROGRAM
Cova recognizes the value to certain owners of having available, on a
continuous basis, advice for the allocation of your money among the investment
portfolios available under the Policy. Certain providers of these types of
services have agreed to provide such services to owners in accordance with
Cova's administrative rules regarding such programs.
Cova has made no independent investigation of these programs. Cova has only
established that these programs are compatible with our administrative systems
and rules.
Even though Cova permits the use of approved asset allocation programs, the
Policy was not designed for professional market timing organizations.
Repeated patterns of frequent transfers are disruptive to the operations of
the investment portfolios, and should Cova become aware of such disruptive
practices, we may modify the transfer privilege either on an individual or
class basis.
If you participate in an Approved Asset Allocation Program, the transfers made
under the program are not taken into account in determining any transfer fee.
SUBSTITUTION
Cova may elect to substitute one of the investment portfolios you have
selected with another portfolio. We would not do this without the prior
approval of the Securities and Exchange Commission. We will give you notice
of our intent to do this. Cova may also limit further investment in an
investment portfolio if it deems it inappropriate.
4. EXPENSES
There are charges and other expenses associated with the Policy that reduce
the return on your investment in the Policy. These charges and expenses are:
INSURANCE CHARGES
Each month, Cova will make certain deductions from your Policy on the
processing date. The processing date is the day each month that we deduct
certain charges from your Policy. The first processing date is the issue
date. The issue date is the date on which we issue you a Policy. After that,
it is the same day each month as the policy date.
The insurance charges are: (1) Mortality and Expense Risk Charge; (2)
Administrative Charge; (3) Tax Expense Charge; and (4) Cost of Insurance
Charge. Collectively, we refer to these charges as the Monthly Deduction.
MORTALITY AND EXPENSE RISK CHARGE . For the first ten years, this charge is
equal, on an annual basis, to .90%, 1/12 of which is charged each month, of
the account value of your Policy invested in the investment portfolios. For
the eleventh year and after, the charge is .75%, 1/12 of which is charged each
month. This charge cannot be increased.
ADMINISTRATIVE CHARGE . This charge is equal, on an annual basis, to .40%,
1/12 of which is charged each month, of the account value of your Policy.
This charge cannot be increased.
TAX EXPENSE CHARGE . This deduction is the sum of the Premium Tax Charge and
the Federal Tax Charge. It is deducted monthly for the first ten years. It
is equal, on an annual basis, to .40% (.15% for Federal Tax Charge and .25%
for Premium Tax Charge), 1/12 of which is charged each month, of the account
value of your Policy.
This charge compensates Cova for its expenses incurred for federal taxes
incurred as a result of issuing the Policy. It also compensates Cova for the
state and local premium taxes it incurred as a result of issuing the Policy.
Premium taxes range from 0% to 4%. You will be assessed the premium tax
charge regardless of what the total actual premium tax is in your state or
local jurisdiction. If you surrender all or part of your Policy during the
first 10 years, Cova will charge a Deferred Premium Tax Charge. See below.
COST OF INSURANCE CHARGE . This charge provides the death benefit for the
month.
The cost of insurance charge is determined by multiplying the coverage amount
by the cost of insurance rate. The coverage amount is the difference between
the death benefit and the account value. The cost of insurance rate is based
upon the sex, age, rate classification of the insured and whether you paid
100%, or 90%, or 80% of the MPL. The rate classification of the insured is
determined through our underwriting process.
The Policy provides that for standard risks, the guaranteed cost of insurance
rate is based on the 1980 Commissioners Standard Ordinary Mortality Table, age
last birthday (1980 CSO Table). For substandard risks, the guaranteed cost of
insurance rate will be higher and will be based upon a multiple of the 1980
CSO Table. The multiple will be based on the insured's substandard rating.
Tables setting forth the guaranteed cost of insurance rates are included in
each Policy. Cova can use rates that are less than the guaranteed cost of
insurance rates shown in the Policy. Cova refers to these as the current
cost of insurance rates.
If 100% of the MPL is paid, Cova's current cost of insurance rate is a
percentage of the account value. The basis and amount of this charge may
change in the future, but can never be more than the guaranteed cost of
insurance rates contained in the Policy. For a better understanding of how
the cost of insurance rate and the other charges affect policy values, you
should request personalized illustrations from your registered representative.
ANNUAL POLICY MAINTENANCE FEE
Every year on the Policy Anniversary, currently Cova deducts $30 as a policy
maintenance fee. This charge cannot be increased once the Policy is issued.
Cova will not deduct this charge, if when the deduction is to be made, your
account value is $50,000 or more. Cova may some time in the future
discontinue this practice and deduct the charge. If you make a complete
surrender of your Policy, the policy maintenance fee will be deducted,
regardless of your account value at that time.
ANNUAL WITHDRAWAL AMOUNT
While the Policy is in force, prior to the death of the insured and after the
expiration of the Right to Examine Period, you can make a total or partial
surrender of the account value of your Policy up to the cash surrender value.
A surrender may be subject to a Surrender Charge and a Deferred Premium Tax
Charge.
When you request a surrender, we will determine what portion, if any, is part
of your annual withdrawal amount. The annual withdrawal amount is equal to:
1. the excess of the account value over premiums paid which have not been
previously surrendered. Neither the Surrender Charge nor Deferred premium Tax
Charge are assessed on this amount; and
2. on a non-cumulative basis, 10% of your premium payments each year. This
portion of the annual withdrawal amount is subject to the Deferred Premium Tax
Charge.
SURRENDER CHARGE
During the first 10 years, the surrender charge is assessed against any
premium surrendered, which is not part of the annual withdrawal amount. The
surrender charge, which is a percent of premiums surrendered, is shown in the
table below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Policy Year Surrender Charge Policy Year Surrender Charge
- ----------- ----------------- ----------- -----------------
1 7.5% 6 4.0%
2 7.5% 7 3.0%
3 7.5% 8 2.0%
4 6.0% 9 1.0%
5 5.0% 10+ 0%
</TABLE>
NURSING HOME WAIVER
If you or the joint owner, if any, are confined in a qualifying facility for
90 days or more and if the confinement begins after the first ten years, under
the Nursing Home Waiver rider, you can make a full or partial surrender and we
will waive the surrender charge. The Nursing Home Waiver goes into effect
after the first Policy Anniversary.
DEFERRED PREMIUM TAX CHARGE
When you purchase a Policy there are various premium taxes assessed by state
and local governmental entities that we must pay on the Policy. You are
charged a portion of that each month for the first ten years as part of the
Tax Expense Charge. (See the discussion of the Tax Expense Charge in Section 4
above.) The Deferred Premium Tax Charge enables Cova to collect that portion
of the Premium Tax Charge it has not collected when you surrender all or part
of your Policy. The Deferred Premium Tax Charge is assessed only on premiums
surrendered from the Policy during the first ten years. The Deferred Premium
Tax Charge, which is a percent of premiums surrendered, is shown in the table
below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Deferred Premium Deferred Premium
Policy Year Tax Charge Policy Year Tax Charge
- ----------- ----------------- ----------- -----------------
1 2.25% 6 1.00%
2 2.00% 7 .75%
3 1.75% 8 .50%
4 1.50% 9 .25%
5 1.25% 10+ 0%
</TABLE>
TRANSFER FEE
You can make 12 free transfers every year. We measure a year from the policy
date. If you make more than 12 transfers a year, we will deduct a transfer
fee of $25 or 2% of the amount that is transferred, whichever is less. If we
do assess a transfer fee, it will be deducted from the amount transferred.
If the transfer is part of the Dollar Cost Averaging Program, the Automatic
Rebalancing Program or an Approved Asset Allocation Program, it will not count
in determining the transfer fee.
TAXES
Cova may assess a charge against a Policy for any taxes attributable to the
Separate Account. Cova does not expect to incur such taxes.
INVESTMENT PORTFOLIO EXPENSES
There are deductions from and expenses paid out of the assets of the various
investment portfolios, which are described in the attached fund prospectuses.
5. DEATH BENEFIT
The primary purpose of the Policy is to provide death benefit protection on
the life of the insured. While the Policy is in force, if the insured dies,
the beneficiary(ies) will receive the death proceeds. The death proceeds
equal the death benefit under the Policy less any loans and accrued loan
interest.
The death benefit is the greater of: (1) the face amount of the Policy; and
(2) the minimum death benefit. The minimum death benefit is the account value
multiplied by a percentage. Cova has included the minimum death benefit in
order to assure that the Policy will continue to qualify as life insurance
under the Internal Revenue Code.
You can choose to have the Death Proceeds paid in a lump sum or under a
Settlement Option. If you have not made a choice before the insured dies, the
beneficiary will choose the method of payment. If a method of payment has not
been chosen within 90 days after receiving proof of death, Cova may pay the
death proceeds in a lump sum.
The death benefit payable during the grace period is the death benefit in
effect immediately prior to the start of the grace period less any loans,
accrued loan interest and any overdue deductions. See discussion of grace
period above.
ACCELERATED DEATH BENEFIT
If the insured is terminally ill, under the Accelerated Death Benefit rider,
Cova will pre-pay a portion of the death benefit. You may elect to have an
Accelerated Death Benefit of up to 50% of the death benefit but no greater
than $500,000.
You can only elect to receive an Accelerated Death Benefit once. The
Accelerated Death Benefit must first be used to repay any outstanding loans
and accrued loan interest. After repayment of the outstanding loans and
accrued loan interest, any remaining amount will be paid as a lump sum or
under a payment plan. The subsequent amount available for loans or surrenders
or as a death benefit will be reduced by the amount of the Accelerated Death
Benefit, and any interest accrued at the Policy loan interest rate.
This benefit may not be available in your state.
JOINT LIVES
Cova offers a rider to the Policy that provides that the death benefit will be
paid only upon the death of a second person. This option is only available to
spouses.
The cost of insurance charge reflects the anticipated life expectancy of both
insureds. It also reflects the fact that the death benefit is payable at the
death of the last surviving insured.
If you wish to reinstate a lapsed Policy with a Joint Life rider attached,
both insureds must be alive and provide satisfactory evidence of insurability.
The Policy provisions regarding misstatement of age or sex, suicide and
incontestability apply to both insureds.
If a Joint Life rider is issued in conjunction with the Policy, the
Accelerated Death Benefit will only be payable on the terminal illness of the
last surviving insured.
This benefit may not be available in your state.
6. TAXES
NOTE: Cova has prepared the following information on taxes as a general
discussion of the subject. It is not intended as tax advice to any person.
You should consult your own tax adviser about your own circumstances. Cova has
included in Part II an additional discussion regarding taxes.
LIFE INSURANCE IN GENERAL
Life insurance, such as the Policy, is a means of providing for death
protection and setting aside money for future needs. Congress recognized the
importance of such planning and provided special rules in the Internal Revenue
Code for life insurance.
Simply stated, these rules provide that you will not be taxed on the earnings
on the money held in your life insurance policy until you take the money out.
The beneficiaries are not taxed when they receive the death proceeds upon the
death of the insured.
You, as the owner, will not be taxed on increases in the value of your Policy
until a distribution occurs - either as a surrender or as a loan. When you
receive a distribution, you are taxed on the amount of the withdrawal that is
earnings.
TAKING MONEY OUT OF YOUR POLICY
For tax purposes, your Policy will be treated as a modified endowment
contract, unless under certain circumstances it was exchanged for a policy
issued before June 21, 1988. Consequently if you make a withdrawal or a loan
from your Policy, the Code treats it as first coming from earnings and then
from your premiums. These earnings are included in taxable income.
The Code also provides that any amount received from an insurance policy which
is included in income may be subject to a 10% penalty. The penalty will not
apply if the income received is: (1) paid on or after the taxpayer reaches age
59 1/2; (2) paid if the taxpayer becomes totally disabled (as that term is
defined in the Code); or (3) in a series of substantially equal payments made
annually (or more frequently) for the life or life expectancy of the taxpayer.
If you purchased a Policy in exchange for a policy issued prior to June 21,
1988, different tax rules may apply. See "Tax Status" in Part II for more
details.
DIVERSIFICATION
The Code provides that the underlying investments for a variable life policy
must satisfy certain diversification requirements in order to be treated as a
life insurance contract. Cova believes that the investment portfolios are
being managed so as to comply with the requirements.
Under current federal tax law, it is unclear as to the circumstances under
which you, because of the degree of control you exercise over the underlying
investments, and not Cova would be considered the owner of the shares of the
investment portfolios. If you are considered the owner of the investments, it
will result in the loss of the favorable tax treatment for the Policy. It is
unknown to what extent owners are permitted to select investment portfolios,
to make transfers among the investment portfolios or the number and type of
investment portfolios owners may select from. If guidance from the Internal
Revenue Service is provided which is considered a new position, then the
guidance would generally be applied prospectively. However, if such guidance
is considered not to be a new position, it may be applied retroactively. This
would mean that you, as the owner of the policy, could be treated as the owner
of the investment portfolios. Due to the uncertainty in this area, Cova
reserves the right to modify the Policy in an attempt to maintain favorable
tax treatment.
7. ACCESS TO YOUR MONEY
The cash surrender value in your Policy is available: (1) by making a
surrender (either a partial or a complete surrender) or (2) by taking a loan
from your Policy.
LOANS
You may borrow money from Cova while the Policy is still in force. The Policy
will be the only security Cova will require for a Policy loan. You cannot
borrow against your Policy until the end of the Right to Examine Period and
you cannot borrow if the Policy is in a grace period. Loans are considered
distributions from the Policy for tax purposes and the portion of the loan
that has come from earnings will be taxable to you and may be subject to a 10%
penalty tax. See "Tax Status" in Part II for more details.
LOAN AMOUNT . The maximum loan amount is equal to: 90% of the account value,
less loan interest due on the next Policy Anniversary, the Surrender Charge,
the policy maintenance fee, if any, and the Deferred Premium Tax Charge, if
any.
The minimum loan amount is $500. If total loans equal or exceed the cash
value, the Policy will terminate at the end of the grace period if an
appropriate loan repayment is not received by Cova.
LOAN ACCOUNT . When you make a loan, a portion of your account value equal to
the loan will be transferred on a pro-rata basis from the investment
portfolios to the loan account. The loan account is a portion of Cova's
general account that contains account values attributable to Policy loans.
LOAN INTEREST . Loan interest due on the Policy loan will accrue daily at a
current rate of 6.0% per annum. The loan interest is due each Policy
Anniversary and if not paid will become part of the loan. When that happens,
a portion of the account value equal to the loan interest due is transferred,
on a pro-rata basis, from the investment portfolios to the loan account.
INTEREST CREDITED . Amounts held in the loan account will be credited daily
with interest, at a current rate of 4.0% per annum.
PREFERRED LOAN . We offer a preferred loan option. If you only borrow against
account values that represent earnings, you can use the Preferred Loan Option.
A preferred loan will be credited interest daily at a current rate of 6.0% per
annum. It will accrue loan interest daily at a current rate of 6.0% per
annum.
EFFECT OF LOAN . When you make a loan against your Policy, Cova will redeem
accumulation units from the investment portfolios equal to the loan request
and transfer that amount to the loan account.
A Policy loan, whether or not repaid, will have a permanent effect on the
Policy. This is because the loan account does not share in the investment
results of the investment portfolio(s). If it is not repaid, the Policy loan
will reduce the amount of death benefit and cash value.
LOAN REPAYMENTS . You can repay all or part of a loan at any time while your
Policy is in force and the insured is alive. There is no minimum loan
repayment amount. If you want to repay a loan in full, the loan repayment
must equal the loan plus all the accrued loan interest.
When you repay a loan, Cova will transfer the amount held in the loan account
to the investment portfolios according to your most recent instructions.
Unless you tell Cova otherwise, any payment Cova receives from you will go
first to pay any interest due, then to repay any loan, and then will be
considered a premium payment.
TOTAL SURRENDER
You can terminate your Policy by telling Cova in writing. Cova will pay you
the cash surrender value. When that happens, the Policy will be terminated
and there will be no other benefits. When you make a total surrender there
may be surrender charges and deferred premium tax charges and the policy
maintenance fee will be deducted.
PARTIAL SURRENDERS
You can surrender some of the cash surrender value by making a request in
writing to Cova. The minimum amount you can surrender is $500, unless your
cash surrender value is less. Cova requires that you maintain a minimum
account value in your Policy of at least $5,000 after you make a partial
surrender. If you do not, the Policy will terminate and Cova will send you
the entire cash surrender value. When you make a surrender, there may be
surrender charges and deferred premium tax charges.
When you make a partial surrender, the face amount of your Policy will be
reduced. The face amount is reduced in the same proportion that the account
value is reduced by the partial surrender. When you make a partial surrender,
the amount of the surrender is deducted on a pro-rata basis from account value
allocated to the investment portfolios.
TERMINATION OF THE POLICY
Your Policy will terminate if (1) you make a total surrender of the Policy,
(2) the grace period has ended, or (3) the insured has died.
REINSTATEMENT
If your Policy terminates while the insured is still alive you can have it
reinstated provided the Policy did not terminate because you made a total
surrender. You can only reinstate your Policy within 5 years after the end of
the grace period.
When you reinstate your Policy you must provide Cova with satisfactory
evidence of insurability and you must either repay any outstanding loan and
accrued interest or you must reinstate the loan along with any accrued
interest. You must also pay a sufficient premium to (1) cover all the monthly
deductions and any policy maintenance fee that were unpaid during the grace
period and (2) be sufficient to keep the Policy in force for at least 2 months
after the date of reinstatement.
When you reinstate your Policy, the face amount of the reinstated Policy will
be the face amount of your original Policy at the time the Policy terminated,
unless you direct Cova otherwise. You cannot select a face amount that is
larger than that. The account value adjusted for the past due charges of your
Policy when you reinstate it will be the account value at the time of
termination plus the additional premium paid at the time of reinstatement.
The past due monthly deductions and policy maintenance fee, if any, will be
deducted from this amount. The surrender charge, if any, and the deferred
premium tax charge, if any, are based on the number of policy years from the
original policy date.
The effective date of the reinstated Policy is the next processing date
following Cova's approval of your application for reinstatement.
8. OTHER INFORMATION
COVA
Cova Financial Services Life Insurance Company (Cova) was incorporated on
August 17, 1981, as Assurance Life Company, a Missouri corporation, and
changed its name to Xerox Financial Service Life Insurance Company in 1985.
On June 1, 1995, a wholly-owned subsidiary of General American Life Insurance
Company purchased Cova, which on that date changed its name to Cova Financial
Services Life Insurance Company.
Cova is licensed to do business in the District of Columbia and all states
except for California, Maine, New Hampshire, New York and Vermont.
THE SEPARATE ACCOUNT
Cova has established a separate account, Cova Variable Life Account One
(Separate Account), to hold the assets that underlie the Policies.
The assets of the Separate Account are held in Cova's name on behalf of the
Separate Account and legally belong to Cova. However, those assets that
underlie the Policies, are not chargeable with liabilities arising out of any
other business Cova may conduct. All the income, gains and losses (realized
or unrealized) resulting from those assets are credited to or against the
Policies and not against any other Policies Cova may issue.
DISTRIBUTOR
Cova Life Sales Company (Life Sales), One Tower Lane, Suite 3000, Oakbrook
Terrace, Illinois 60181-4644, acts as the distributor of the contracts. Life
Sales is an affiliate of Cova.
Commissions will be paid to broker-dealers who sell the Policies.
Broker-dealers will be paid commissions up to __% of premiums. Sometimes,
Cova enters into an agreement with the broker-dealer to pay the broker-dealer
persistency bonuses, in addition to the standard commission.
SUSPENSION OF PAYMENTS OR TRANSFERS
Cova may be required to suspend or postpone any payments or transfers for any
period when:
1. the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
2. trading on the New York Stock Exchange is restricted;
3. an emergency exists as a result of which disposal of shares of the
investment portfolios not reasonably practicable or Cova cannot reasonably
value the shares of the investment portfolios;
4. during any other period when the Securities and Exchange Commission, by
order, so permits for the protection of owners.
OWNERSHIP
OWNER . You, as the owner of the Policy, have all of the rights under the
Policy. If you die while the Policy is still in force and the insured is
living, ownership passes to a successor owner or if none, then your estate
becomes the owner.
JOINT OWNER . The Policy can be owned by joint owners. Authorization of both
joint owners is required for all Policy changes except for telephone
transfers.
BENEFICIARY . The beneficiary is the person(s) or entity you name to receive
any death benefit. The beneficiary is named at the time the Policy is issued
unless changed at a later date. Unless an irrevocable beneficiary has been
named, you can change the beneficiary at any time before the insured dies. If
there is an irrevocable beneficiary, all Policy changes except premium
allocations and transfers require the consent of the beneficiary.
ASSIGNMENT . You can assign the Policy.
PART II
MORE INFORMATION
THE COMPANY
Cova Financial Services Life Insurance Company (Cova) was originally
incorporated on August 17, 1981 as Assurance Life Company, a Missouri
corporation and changed its name to Xerox Financial Services Life Insurance
Company in 1985. On June 1, 1995, a wholly-owned subsidiary of General
American Life Insurance Company (General American) purchased Cova from Xerox
Financial Services, Inc. (XFS). The acquisition of Cova included related
companies (Acquisition). On June 1, 1995, Cova changed its name to Cova
Financial Services Life Insurance Company. Cova presently is licensed to do
business in the District of Columbia and all states except California, Maine,
New Hampshire, New York and Vermont.
General American is a St. Louis-based mutual company with more than $250
billion of life insurance in force and approximately $15 billion in assets.
It provides life and health insurance, retirement plans, and related financial
services to individual and groups.
In conjunction with the Acquisition, Cova entered into a financing reinsurance
transaction that caused OakRe Life Insurance Company (OakRe), a Missouri
licensed insurer and a wholly-owned XFS subsidiary, to assume the benefits and
risks of existing single premium deferred annuity deposits(SPDAs) which
aggregated to $3,059 million at December 31, 1994. In exchange, Cova
transferred specifically identified assets to OakRe which had a carrying value
of $3,150.4 million at December 31, 1994. Ownership of OakRe was retained by
XFS subsequent to the Acquisition. The receivable from OakRe to Cova that was
created by this transaction will be liquidated over the remaining crediting
rate guarantee periods (which will be substantially all expired in five years)
by the transfer of cash in the amount of the then current account value, less
a recapture fee to OakRe on policies retained beyond their 30-day no-fee
surrender window by Cova, upon the next crediting reset date of each annuity
policy. Cova should then retain and assume the benefits and risks of those
deposits thereafter.
All of Cova's deposit obligations are fully guaranteed by General American and
the receivable from OakRe equal to the SPDA obligations guaranteed by OakRe's
parent, XFS. In the event that both OakRe and XFS default on the receivable,
Cova may draw funds from a standby bank irrevocable letter of credit
established by XFS in the amount of $500 million.
In substance, the structure of the Acquisition allowed the seller, XFS, to
retain substantially all of the existing financial benefits and risks of the
existing business, while General American obtained the corporate licenses,
marketing and administrative capabilities of Cova, and access to the retention
of the policyholder deposit base that persists beyond the next crediting rate
reset date.
On April 1, 1996, Cova contributed initial capital to the Large Cap Stock and
Quality Bond Portfolios, by making a capital contribution through another
Separate Account. As of September 30, 1996, the capital contributed to the
Quality Bond Portfolio represented approximately 67% of the total assets of
such Portfolio and the capital contributed to the Large Cap Stock Portfolio by
Cova represented approximately 88% of the total assets of such Portfolio.
Cova currently intends to remove these assets from the Portfolios on a pro
rata basis in proportion to money invested in the Portfolios by both variable
annuity and variable life contract owners.
Executive Officers and Directors of Cova
The directors and executive officers of Cova and their principal
occupations for the past five years are as follows:
<TABLE>
<CAPTION>
<S> <C>
Name Principal Occupation During the Past Five Years
- ---------------------- -------------------------------------------------
William A. Anthony* Vice President of Cova - _____________to present;
Vice President of Cova Financial Life Insurance
Company (CFLIC) - _______ to present; Vice
President of Cova Life Management Company (CLMC)-
___________ to present
John W. Barber# Director of Cova - June, 1995 to present;
Director of First Cova Life Insurance Company
(FCLIC) - June, 1995 to present; Director of
CFLIC - June, 1995 to present; Vice President
and Controller of General American Life Insurance
Company - December, 1984 to present; President
and Director of Equity Intermediary Company -
October, 1998 to present.
Jerome P. Darga* Vice President of Cova - ________ to present;
Vice President of and Assistant Secretary of
CLMC - ______________ to present.
Judy M. Drew* Vice President of Cova - ____________ to present;
Vice President of CFLIC - ___________ to present;
Vice President of FCLIC - ___________ to present;
Senior Vice President of CLMC - _________ to
present; President, COO and Director of Cova
Life Sales Company (CLSC) - _________ to present.
Patricia E. Gubbe* Vice President of Cova - ____________ to present;
Vice President of CFLIC - ___________ to present;
Vice President of FCLIC - ___________ to present;
First Vice President of CLMC - _________ to
present; Vice President, Chief Compliance
Officer and Director of CLSC - _________ to
present.
Philip Haley* Vice President of Cova - ____________ to present;
Vice President of CFLIC - ___________ to present;
Vice President of FCLIC - ___________ to present;
Vice President of CLSC - _________ to present;
Senior Vice President of CLMC - _________ to
present.
Christopher S. Harden* Vice President of Cova - ____________ to present;
Vice President of CFLIC - ___________ to present;
First Vice President of CLMC - ___________ to
present;
Jeffery K. Hoelzel* Secretary and Director of Cova - June, 1992 to
present; Secretary and Director of CFLIC - ______
to present; Secretary and Director FCLIC - ______
to present; Secretary and Director of Cova
Investment Advisory Corporation (Advisory) -
__________ to present; Secretary and Director of
Cova Investment Allocation Corporation
(Allocation) - __________ to present; Secretary
of CLSC - ____________ to present; Senior Vice
President, General Counsel, Secretary and
Director of CLMC - _______ to present; Senior
Vice President, Secretary and Director of Cova
Series Trust (Trust) - __________ to present.
Prior to joining the Cova organization, Mr.
Hoelzel was an associate at the Chicago law firm
of Lord, Bissell & Brook.
Robert J. Hopson* Vice President, Chief Actuary and Director of
Cova - _______ to present; Vice President, Chief
Actuary and Director of CFLIC - _______ to
present; Vice President, Chief Actuary and
Director of FCLIC - _________ to present;
Senior Vice President, Chief Actuary and Director
of CLMC - __________ to present.
Thomas E. Hughes# Treasurer and Director of Cova - __________ to
present; Treasurer of FCLIC - _________ to
present; Corporate Actuary and Treasurer of
General American Life Insurance Company -
October, 1994 to present. Formerly, Executive
Vice President - Group Pensions General
American Life Insurance Company - March, 1990 to
October, 1994; In addition to the Cova companies,
Director of the following General American
subsidiary companies: Paragon Life Insurance
Company and RGA Reinsurance Company - October,
1994 to present. Treasurer of the following
General American subsidiary companies: Paragon
Life Insurance Company, General Life Insurance
Company of America, General Life Insurance
Company, General American Holding Company, Red
Oak Realty company, Gen Mark Incorporated,
Walnut Street Securities, Inc., Walnut Street
Advisers, Inc., White Oak Royalty Company, Walnut
Street Funds, Inc., and RGA Reinsurance Company -
October, 1994 to present.
Douglas E. Jacobs* Vice President of Cova - ____________ to present;
Vice President of CFLIC - ___________ to present;
Vice President of CLMC - ___________ to present.
William C. Mair* Vice President, Controller and Director of Cova -
____________ to present; Vice President,
Controller and Director of CFLIC - ___________ to
present; Vice President, Controller and Director
of FCLIC - to present; Director of CLSC -
____________ to present; Senior Vice President,
Treasurer, Controller and Director of CLMC -
__________ to present; Vice President, Treasurer
and Controller for Advisory and Allocation -
_________ to present; Vice President, Treasurer,
Controller, Chief Financial Officer, Chief
Accounting Officer and Director of Trust -
___________ to present.
Matthew P. McCauley# Director of Cova - __________ to present;
Director of CFLIC - __________ to present;
Director of FCLIC - __________ to present;
Associate General Counsel and Vice President of
General American Life Insurance Company -
__________ to present; Also, Director, Vice
President, General Counsel and Secretary for
several other General American subsidiaries;
including Equity Intermediary Company, Red Oak
Realty Company, and White Oak Royalty Company;
General American Holding Company and Paragon
Life Insurance Company. General Counsel and
Secretary , Reinsurance Group of America,
Incorporated. Director and Secretary, General
American Capital Company. General Counsel and
Secretary Conning Corporation. General Counsel
Conning Asset Management Company. Director of
RGA Reinsurance Company, Walnut Street
Securities, Inc. Secretary to The Walnut Street
Funds, Inc.
Patrice L. Peltier* Vice President and Director of Cova - _________
to present; Vice President and Director of
CFLIC - ___________ to present; Vice President
and Director of FCLIC - _________ to present;
Senior Vice President and Director for CLMC -
___________ to present.
Leonard M. Rubenstein# Chairman of the Board of Directors of Cova -
___________ to present; Chairman of the Board
of Directors of CFLIC, FCLIC, CLMC, Advisory and
Allocation - __________ to present; Executive
Vice President and Director of General American
Life Insurance Company - _________ to present.
Mr. Rubenstein also holds various positions with
the General American subsidiaries as follows:
Director and Treasurer of General American
Capital Company; Senior Vice President -
Investments, Treasurer and Director of
Reinsurance Group of America, Incorporated;
Director of Paragon Life Insurance Company;
Director of General American Holding Company;
Chief Executive Officer, Chairman and Director
for Conning Corporation; Director for the
following: General Life Insurance Company,
Security Equity Life Insurance Company, BHIF
America de Vida Seguros S.A. (Chile), Manatial
Seguros de Vida S.A. (Argentina), Red Oak
Realty Company, General Life Insurance Company
of American and RGA Reinsurance Company;
Secretary and Director for RGA Sud america S.A.
Myron H. Sandberg* Vice President of Cova - ____________ to present;
Vice President of CFLIC - ___________ to present;
Vice President of CLMC - ____________ to present;
John W. Schaus* Vice President of Cova - ____________ to present;
Vice President of CFLIC - ___________ to present;
Vice President of CLMC - ____________ to present;
Lorry J. Stensrud* President and Director of Cova - _________
to present; President and Director of CFLIC -
_________ to present; President and Director of
CLMC, Advisory and Allocation - __________ to
present; Director of CLSC - __________ to
present; President and Chief Executive Officer of
Trust - __________ to present.
* Business Address: Cova, One Tower Lane, Suite 3000, Oakbrook
Terrace, IL 60181
# Business Address: General American, 13045 Tesson Ferry Road,
St. Louis, MO 63128
</TABLE>
VOTING
In accordance with its view of present applicable law, Cova will vote the
shares of the investment portfolios at special meetings of shareholders in
accordance with instructions received from owners having a voting interest.
Cova will vote shares for which it has not received instructions in the same
proportion as it votes shares for which it has received instructions. Cova
will vote shares it owns in the same proportion as it votes shares for which
it has received instructions. The funds do not hold regular meetings of
shareholders.
If the 1940 Act or any regulation thereunder should be amended or if the
present interpretation thereof should change, and as a result Cova determines
that it is permitted to vote the shares of the funds in its own right, it may
elect to do so.
The voting interests of the owner in the funds will be determined as follows:
owners may cast one vote for each $100 of account value of a Policy which is
allocated to an investment portfolio on the record date. Fractional votes are
counted.
The number of shares which a person has a right to vote will be determined as
of the date to be chosen by Cova not more than sixty (60) days prior to the
meeting of the fund. Voting instructions will be solicited by written
communication at least fourteen (14) days prior to such meeting.
Each owner having such a voting interest will receive periodic reports
relating to the investment portfolios in which he or she has an interest,
proxy material and a form with which to give such voting instructions.
DISREGARD OF VOTING INSTRUCTIONS . Cova may, when required to do so by state
insurance authorities, vote shares of the funds without regard to instructions
from owners if such instructions would require the shares to be voted to cause
an investment portfolio to make, or refrain from making, investments which
would result in changes in the sub-classification or investment objectives of
the investment portfolio. Cova may also disapprove changes in the investment
policy initiated by owners or trustees of the funds, if such disapproval is
reasonable and is based on a good faith determination by Cova that the change
would violate state or federal law or the change would not be consistent with
the investment objectives of the investment portfolios or which varies from
the general quality and nature of investments and investment techniques used
by other funds with similar investment objectives underlying other variable
contracts offered by Cova or of an affiliated company. In the event Cova does
disregard voting instructions, a summary of this action and the reasons for
such action will be included in the next semi-annual report to owners.
THE SEPARATE ACCOUNT
Cova has established the separate account, Cova Variable Life Account One
(Separate Account), to hold the assets that underlie the Policies. The Board
of Directors of Cova adopted a resolution to establish the Separate Account
under Missouri insurance law on February 24, 1987. The Separate Account has
not yet commenced operations. Cova has registered the Separate Account with
the Securities Exchange Commission as a unit investment trust under the
Investment Company Act of 1940.
The investment program of the Separate Account will not be changed without the
approval by the Insurance Commissioner of the state of Missouri. If required,
the approval process is on file with the Commissioner of the state in which
this Policy is issued.
If the New York Stock Exchange is closed (except for holidays and weekends) or
trading is restricted due to an emergency as defined by the Securities and
Exchange Commission so that Cova cannot value accumulation units, Cova may
postpone all procedures which require valuation of the accumulation units
until valuation is possible.
LEGAL OPINIONS
Legal matters in connection with the Policies described herein are being
passed upon by the law firm of Blazzard, Grodd & Hasenauer, P.C., Westport,
Connecticut.
REDUCTION OR ELIMINATION OF SURRENDER CHARGE
The amount of the Surrender Charge on the Policies may be reduced or
eliminated when sales of the Policies are made to individuals or to a group of
individuals in a manner that results in savings of sales expenses. The
entitlement to a reduction of the Surrender Charge will be determined by Cova
after examination of all the relevant factors such as:
1. The size and type of group to which sales are to be made will be
considered. Generally, the sales expenses for a larger group are less than
for a smaller group because of the ability to implement large numbers of
Policies with fewer sales contacts.
2. The total amount of purchase payments to be received will be
considered. Per Policy sales expenses are likely to be less on larger
purchase payments than on smaller ones.
3. Any prior or existing relationship with Cova will be considered. Per
Policy sales expenses are likely to be less when there is a prior existing
relationship because of the likelihood of implementing the Policy with fewer
sales contacts.
4. There may be other circumstances, of which Cova is not presently
aware, which could result in reduced sales expenses.
If, after consideration of the foregoing factors, Cova determines that there
will be a reduction in sales expenses, Cova may provide for a reduction or
elimination of the surrender charge.
The Surrender Charge may be eliminated when the Policies are issued to an
officer, director or employee of Cova or any of its affiliates. In no event
will any reduction or elimination of the Surrender Charge be permitted where
the reduction or elimination will be unfairly discriminatory to any person.
MISSTATEMENT OF AGE OR SEX
If the age or sex of the insured(s) has been incorrectly stated, the death
benefit will be adjusted to reflect the death benefit that would have been
provided by the last cost of insurance at the correct age and/or sex of the
insured.
COVA'S RIGHT TO CONTEST
Cova cannot contest the validity of the Policy except in the case of fraud
after it has been in effect during the insured's lifetime for two years from
the policy date. If the Policy is reinstated, the two-year period is measured
from the date of reinstatement. In addition, if the insured commits suicide
in the two-year period, or such period as specified in state law, the benefit
payable will be limited to premiums paid less Debt and less any surrenders.
SETTLEMENT OPTIONS
The cash surrender value or the Death Proceeds may be paid in a lump sum or
may be applied to one of the Settlement Options. The Settlement Options are:
Option 1: Life Annuity
Option 2: Life Annuity with 5, 10 or 20 years guaranteed
Option 3: Joint and Last Survivor Annuity
Option 4: Payments for a Designated Period
You or the beneficiary can select to have the Settlement Options payable on
either a fixed or variable basis.
TAX STATUS
NOTE: The following description is based upon Cova's understanding of current
federal income tax law applicable to life insurance in general. Cova cannot
predict the probability that any changes in such laws will be made.
Purchasers are cautioned to seek competent tax advice regarding the
possibility of such changes. Section 7702 of the Internal Revenue Code of
1986, as amended ("Code"), defines the term "life insurance contract" for
purposes of the Code. Cova believes that the Policies to be issued will
qualify as "life insurance contracts" under Section 7702. Cova does not
guarantee the tax status of the Policies. Purchasers bear the complete risk
that the Policies may not be treated as "life insurance" under federal income
tax laws. Purchasers should consult their own tax advisers. It should be
further understood that the following discussion is not exhaustive and that
special rules not described in this Prospectus may be applicable in certain
situations.
INTRODUCTION . The discussion contained herein is general in nature and is
not intended as tax advice. Each person concerned should consult a competent
tax adviser. No attempt is made to consider any applicable state or other tax
laws. Moreover, the discussion herein is based upon Cova's understanding of
current federal income tax laws as they are currently interpreted. No
representation is made regarding the likelihood of continuation of those
current federal income tax laws or of the current interpretations by the
Internal Revenue Service.
Cova is taxed as a life insurance company under the Code. For federal income
tax purposes, the Separate Account is not a separate entity from Cova and its
operations form a part of Cova.
DIVERSIFICATION . Section 817(h) of the Code imposes certain diversification
standards on the underlying assets of variable life insurance policies. The
Code provides that a variable life insurance policy will not be treated as
life insurance for any period (and any subsequent period) for which the
investments are not, in accordance with regulations prescribed by the United
States Treasury Department ("Treasury Department"), adequately diversified.
Disqualification of the Policy as a life insurance contract would result in
imposition of federal income tax to the owner with respect to earnings
allocable to the Policy prior to the receipt of payments under the Policy.
The Code contains a safe harbor provision which provides that life insurance
policies such as the Policies meet the diversification requirements if, as of
the close of each quarter, the underlying assets meet the diversification
standards for a regulated investment company and no more than fifty-five (55%)
percent of the total assets consist of cash, cash items, U.S. Government
securities and securities of other regulated investment companies. There is
an exception for securities issued by the U.S. Treasury in connection with
variable life insurance policies.
On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg.
Section 1.817-5), which established diversification requirements for the
investment portfolios underlying variable contracts such as the Policies. The
Regulations amplify the diversification requirements for variable contracts
set forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be
deemed adequately diversified if: (i) no more than 55% of the value of the
total assets of the portfolio is represented by any one investment; (ii) no
more than 70% of the value of the total assets of the portfolio is represented
by any two investments; (iii) no more than 80% of the value of the total
assets of the portfolio is represented by any three investments; and (iv) no
more than 90% of the value of the total assets of the portfolio is represented
by any four investments. For purposes of these Regulations, all securities of
the same issuer are treated as a single investment.
The Code provides that, for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable
contracts by Section 817(h) of the Code have been met, "each United States
government agency or instrumentality shall be treated as a separate issuer".
Cova intends that each investment portfolio underlying the Policies will be
managed by the Managers in such a manner as to comply with these
diversification requirements.
The Treasury Department has indicated that the diversification Regulations do
not provide guidance regarding the circumstances in which owner control of the
investments of the Separate Account will cause the owner to be treated as the
owner of the assets of the Separate Account, thereby resulting in the loss of
favorable tax treatment for the Policy. At this time it cannot be determined
whether additional guidance will be provided and what standards may be
contained in such guidance.
The amount of owner control which may be exercised under the Policy is
different in some respects from the situations addressed in published rulings
issued by the Internal Revenue Service in which it was held that the policy
owner was not the owner of the assets of the separate account. It is unknown
whether these differences, such as the owner's ability to transfer among
investment choices or the number and type of investment choices available,
would cause the owner to be considered as the owner of the assets of the
Separate Account.
In the event any forthcoming guidance or ruling is considered to set forth a
new position, such guidance or ruling will generally be applied only
prospectively. However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in the owner
being retroactively determined to be the owner of the assets of the Separate
Account.
Due to the uncertainty in this area, Cova reserves the right to modify the
Policy in an attempt to maintain favorable tax treatment.
TAX TREATMENT OF THE POLICY . The Policy has been designed to comply with the
definition of life insurance contained in Section 7702 of the Code. Although
some interim guidance has been provided and proposed regulations have been
issued, final regulations have not been adopted. Section 7702 of the Code
requires the use of reasonable mortality and other expense charges. In
establishing these charges, Cova has relied on the interim guidance provided
in IRS Notice 88-128 and proposed regulations issued on July 5, 1991.
Currently, there is even less guidance as to a Policy issued on a substandard
risk basis and thus it is even less clear whether a Policy issued on such
basis would meet the requirements of Section 7702 of the Code.
While Cova has attempted to comply with Section 7702, the law in this area is
very complex and unclear. There is a risk, therefore, that the Internal
Revenue Service will not concur with Cova's interpretations of Section 7702
that were made in determining such compliance. In the event the Policy is
determined not to so comply, it would not qualify for the favorable tax
treatment usually accorded life insurance policies. Owners should consult
their tax advisers with respect to the tax consequences of purchasing the
Policy.
POLICY PROCEEDS . Loan proceeds and/or surrender payments from the Policies
are fully taxable to the extent of income in the Policy and may further be
subject to an additional 10% federal income tax penalty. (See "Tax Treatment
of Loans and Surrenders".) Otherwise, the Policy should receive the same
federal income tax treatment as any other type of life insurance. As such,
the death benefit thereunder is excludable from the gross income of the
beneficiary under Section 101(a) of the Code and any benefits paid under the
Accelerated Death Benefit Rider shall be excludable from gross income under
Section 101(g) of the Code. Furthermore, the owner is not deemed to be in
constructive receipt of the account value or cash surrender value, including
increments thereon, under a Policy until surrender thereof. If the Death
Proceeds are to be paid under one of the Settlement Options, the payments will
be prorated between the amount attributable to the death benefit which will be
excludable from the beneficiary's income and the amount attributable to
interest which will be includable in the beneficiary's income.
Federal, state and local estate, inheritance and other tax consequences of
ownership, or receipt of Policy proceeds, depend on the circumstances of each
Policy owner or beneficiary. Owners and beneficiaries should consult their
tax adviser.
JOINT LIVES . The Policy may be issued with a Joint Life Rider providing for
the payment of the death benefit upon the death of the last surviving insured.
While Cova believes that a Policy issued on this basis complies with Section
7702 of the Code, such circumstances are not directly addressed in either
Section 7702 or the regulations issued thereunder. In the absence of
regulation or other guidelines, there is some uncertainty as to whether a
Policy with such a joint life feature meets the requirements of Section 7702
of the Code.
TAX TREATMENT OF LOANS AND SURRENDERS . The Code alters the tax treatment
accorded to loans and certain distributions from life insurance policies which
are deemed to be "modified endowment contracts". The Policy's premium
requirements are such that Policies issued on or after June 21, 1988 will be
treated as modified endowment contracts. A Policy received in exchange for a
modified endowment contract is also a modified endowment contract regardless
of whether it meets the 7-pay test.
However, an exchange under Section 1035 of the code of a life insurance policy
entered into before June 21, 1988 for the Policy will not cause the Policy to
be treated as a modified endowment contract if no additional premiums are paid
and there is no increase in benefits as a result of the exchange.
A Policy that was entered into prior to June 21, 1988 may be deemed to be a
modified endowment contract if it is materially changed and fails to meet the
7-pay test. A Policy fails to meet the 7-pay test when the cumulative amount
paid under the Policy at any time during the first 7 Policy Years exceeds the
sum of the net level premiums which would have been paid on or before such
time if the Policy provided for paid-up future benefits after the payment of
seven (7) level annual premiums. A material change would include any increase
in the future benefits provided under a policy unless the increase is
attributable to: (1) the payment of premiums necessary to fund the lowest
death benefit and qualified additional benefits payable in the first seven
policy years; or (2) the crediting of interest or other earnings (including
policyholder dividends) with respect to such premiums.
Assuming that the Policy will be treated as a modified endowment contract,
surrenders and/or loan proceeds are taxable to the extent of income in the
Policy. Such distributions are deemed to be on a last-in, first-out basis,
which means the taxable income is distributed first. Loan proceeds and/or
surrender payments may also be subject to an additional 10% federal income tax
penalty applied to the income portion of such distribution. The penalty shall
not apply, however, to any distribution: (1) made on or after the date on
which the taxpayer reaches age 59 1/2; (2) which is attributable to the
taxpayer becoming disabled (within the meaning of Section 72(m)(7) of the
Code); or (3) which is part of a series of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the taxpayer or the joint lives (or joint life expectancies) of
such taxpayer and his beneficiary. Furthermore, only under limited
circumstances will interest paid on Policy loans be tax deductible.
Policy owners should seek competent tax advice on the tax consequences of
taking loans, making a partial or total surrender or making any material
modifications to their Policies.
MULTIPLE POLICIES . The Code further provides that multiple modified
endowment contracts that are issued within a calendar year period to the same
owner by one company or its affiliates are treated as one modified endowment
contract for purposes of determining the taxable portion of any loans or
distributions. Such treatment may result in adverse tax consequences
including more rapid taxation of the loans or distributed amounts from such
combination of contracts. Policy owners should consult a tax adviser prior to
purchasing more than one modified endowment contract in any calendar year
period.
TAX TREATMENT OF ASSIGNMENTS . An assignment of a Policy or the change of
ownership of a Policy may be a taxable event. Policy owners should therefore
consult competent tax advisers should they wish to assign or change the owner
of their Policies.
QUALIFIED PLANS . The Policies may be used in conjunction with certain
qualified plans. Because the rules governing such use are complex, a
purchaser should not do so until he has consulted a competent qualified plans
consultant.
INCOME TAX WITHHOLDING
All distributions or the portion thereof which is includable in gross income
of the Policy owner are subject to federal income tax withholding. However,
the Policy owner in most cases may elect not to have taxes withheld. The
Policy owner may be required to pay penalties under the estimated tax rules,
if the Policy owner's withholding and estimated tax payments are insufficient.
REPORTS TO OWNERS
Cova will send to each owner semi-annual and annual reports of the Separate
Account. Within 30 days after each policy anniversary, an annual statement
will be sent to each owner. The statement will show the current amount of
death benefit payable under the Policy, the current account value, the current
cash surrender value, current debt and will show all transactions previously
confirmed. The statement will also show premiums paid and all charges
deducted during the policy year.
Confirmations will be mailed to Policy owners within seven days of the
transaction of: (a) the receipt of premium; (b) any transfer between
investment portfolios; (c) any loan, interest repayment, or loan repayment;
(d) any surrender; (e) exercise of the free look privilege; and (f) payment of
the death benefit under the Policy. Upon request a Policy owner shall be
entitled to a receipt of premium payment.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Separate Account or the
Distributor is a party or to which the assets of the Separate Account are
subject. Cova is not involved in any litigation that is of material
importance in relation to its total assets or that relates to the Separate
Account.
EXPERTS
The consolidated financial statement of Cova as of December 31, 1996 and 1995
and for each of the years in the three-year period ended December 31, 1996,
included herein, have been included in reliance upon the reports of
_____________, independent certified public accountants, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and
auditing. There are no financial statements for the Separate Account because
it has not yet commenced operations.
FINANCIAL STATEMENTS
[Cova's Financial Statements will be inserted here when a Pre-effective
Amendment is filed. There are no financial statements for the Separate
Account because it has not yet commenced operations.]
APPENDIX A
ILLUSTRATION OF POLICY VALUES
In order to show you how the Policy works, we created some hypothetical
examples. We chose two males ages 55 and 70 and a husband and wife age 65.
Our hypothetical insureds are in good health which means the Policy would be
issued with standard rates. The initial premium was $______ and is 100% of
the maximum premium limit. This results in a face amount of insurance of
$________.
There are three illustrations -- all of which are based on the above. We also
assumed that the underlying investment portfolio had gross rates of return of
0%, 6%, 12%. This means that the underlying investment portfolio would earn
these rates of return before the deduction of the advisory fee and operating
expenses. When these costs are taken into account, the net annual investment
return rates (net of an average of 0.72% for these charges) are approximately
- -0.72%, 5.28% and 11.28%.
It is important to be aware that this illustration assumes a level rate of
return for all years. If the actual rate of return moves up and down over the
years instead of remaining level, this may make a big difference in the
long-term investment results of your Policy.
In order to properly show you how the Policy actually works, we calculated
values for the account value, cash surrender value and the net death benefit.
The net death benefit is the death benefit minus any outstanding loans and
loan interest accrued or partial surrenders. We used the charges we described
in the Expenses Section of the Prospectus. These charges are: (1) Mortality
and Expense Risk Charge equal to an annual rate of 0.90% of the account value
in the investment portfolios for the first ten years and 0.75% after that; (2)
an administrative charge equal to an annual rate of 0.40% of the account
value; (3) a tax expense charge equal to an annual rate of 0.40% of the
account value for the first 10 years; (4) any surrender charges or deferred
premium tax charge which may be applicable in determining the cash surrender
values; and (5) the policy maintenance charge. We also deducted for the cost
of insurance based on both the current charges and the guaranteed charges.
There is also a column labeled "Premiums Accumulated at 5% Interest Per Year."
This shows how $10,000 grows if it was invested at 5% per year.
We will furnish you, upon request, a comparable personalized illustration
reflecting the proposed insured's age, risk classification, face amount, the
proposed initial premium, and reflecting both the current cost of insurance
and the guaranteed cost of insurance.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATION
Single Life Option
Male, Issue Age 55, Standard Rate Class
$_________ Single Premium Face Amount of $_______
Assuming Hypothetical Gross Annual Investment Return of 0%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT CHARGES* GUARANTEED CHARGES**
------- --------- ---------- ---------
Premiums
End of Accumulated Cash Net Cash Net
Policy at 5% Interest Account Surrender Death Account Surrender Death
Year Per Year Value Value Benefit Value Value Benefit
- ------ -------------- ------- --------- ------- ---------- --------- -------
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
* These values reflect investment results using current cost of insurance
rates.
** These values reflect investment results using guaranteed cost of insurance
rates.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE
INVESTMENT RESULTS. THE NET DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT
RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATION
Single Life Option
Male, Issue Age 55, Standard Rate Class
$_________ Single Premium Face Amount of $_______
Assuming Hypothetical Gross Annual Investment Return of 0%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT CHARGES* GUARANTEED CHARGES**
------- --------- ---------- ---------
Premiums
End of Accumulated Cash Net Cash Net
Policy at 5% Interest Account Surrender Death Account Surrender Death
Year Per Year Value Value Benefit Value Value Benefit
- ------ -------------- ------- --------- ------- ---------- --------- -------
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
* These values reflect investment results using current cost of insurance
rates.
** These values reflect investment results using guaranteed cost of insurance
rates.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE
INVESTMENT RESULTS. THE NET DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT
RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATION
Single Life Option
Male, Issue Age 55, Standard Rate Class
$_________ Single Premium Face Amount of $_______
Assuming Hypothetical Gross Annual Investment Return of 0%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT CHARGES* GUARANTEED CHARGES**
------- --------- ---------- ---------
Premiums
End of Accumulated Cash Net Cash Net
Policy at 5% Interest Account Surrender Death Account Surrender Death
Year Per Year Value Value Benefit Value Value Benefit
- ------ -------------- ------- --------- ------- ---------- --------- -------
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
* These values reflect investment results using current cost of insurance
rates.
** These values reflect investment results using guaranteed cost of insurance
rates.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE
INVESTMENT RESULTS. THE NET DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT
RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATION
Single Life Option
Male, Issue Age 70, Standard Rate Class
$________ Single Premium Face Amount of $_________
Assuming Hypothetical Gross Annual Investment Return of 6%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT CHARGES* GUARANTEED CHARGES**
------- --------- ---------- ---------
Premiums
End of Accumulated Cash Net Cash Net
Policy at 5% Interest Account Surrender Death Account Surrender Death
Year Per Year Value Value Benefit Value Value Benefit
- ------ -------------- ------- --------- ------- ---------- --------- -------
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
* These values reflect investment results using current cost of insurance
rates.
** These values reflect investment results using guaranteed cost of insurance
rates.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE
INVESTMENT RESULTS. THE NET DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT
RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATION
Single Life Option
Male, Issue Age 70, Standard Rate Class
$________ Single Premium Face Amount of $_________
Assuming Hypothetical Gross Annual Investment Return of 6%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT CHARGES* GUARANTEED CHARGES**
------- --------- ---------- ---------
Premiums
End of Accumulated Cash Net Cash Net
Policy at 5% Interest Account Surrender Death Account Surrender Death
Year Per Year Value Value Benefit Value Value Benefit
- ------ -------------- ------- --------- ------- ---------- --------- -------
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
* These values reflect investment results using current cost of insurance
rates.
** These values reflect investment results using guaranteed cost of insurance
rates.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE
INVESTMENT RESULTS. THE NET DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT
RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATION
Single Life Option
Male, Issue Age 70, Standard Rate Class
$________ Single Premium Face Amount of $_________
Assuming Hypothetical Gross Annual Investment Return of 6%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT CHARGES* GUARANTEED CHARGES**
------- --------- ---------- ---------
Premiums
End of Accumulated Cash Net Cash Net
Policy at 5% Interest Account Surrender Death Account Surrender Death
Year Per Year Value Value Benefit Value Value Benefit
- ------ -------------- ------- --------- ------- ---------- --------- -------
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
* These values reflect investment results using current cost of insurance
rates.
** These values reflect investment results using guaranteed cost of insurance
rates.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE
INVESTMENT RESULTS. THE NET DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT
RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATION
Joint Life Option
Male, Issue Age 65, Female, Issue Age 65, Standard Rate Class
$________ Single Premium Face Amount of $_________
Assuming Hypothetical Gross Annual Investment Return of 12%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT CHARGES* GUARANTEED CHARGES**
------- --------- ---------- ---------
Premiums
End of Accumulated Cash Net Cash Net
Policy at 5% Interest Account Surrender Death Account Surrender Death
Year Per Year Value Value Benefit Value Value Benefit
- ------ -------------- ------- --------- ------- ---------- --------- -------
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
* These values reflect investment results using current cost of insurance
rates.
** These values reflect investment results using guaranteed cost of insurance
rates.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE
INVESTMENT RESULTS. THE NET DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT
RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATION
Joint Life Option
Male, Issue Age 65, Female, Issue Age 65, Standard Rate Class
$________ Single Premium Face Amount of $_________
Assuming Hypothetical Gross Annual Investment Return of 12%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT CHARGES* GUARANTEED CHARGES**
------- --------- ---------- ---------
Premiums
End of Accumulated Cash Net Cash Net
Policy at 5% Interest Account Surrender Death Account Surrender Death
Year Per Year Value Value Benefit Value Value Benefit
- ------ -------------- ------- --------- ------- ---------- --------- -------
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
* These values reflect investment results using current cost of insurance
rates.
** These values reflect investment results using guaranteed cost of insurance
rates.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE
INVESTMENT RESULTS. THE NET DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT
RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATION
Joint Life Option
Male, Issue Age 65, Female, Issue Age 65, Standard Rate Class
$________ Single Premium Face Amount of $_________
Assuming Hypothetical Gross Annual Investment Return of 12%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT CHARGES* GUARANTEED CHARGES**
------- --------- ---------- ---------
Premiums
End of Accumulated Cash Net Cash Net
Policy at 5% Interest Account Surrender Death Account Surrender Death
Year Per Year Value Value Benefit Value Value Benefit
- ------ -------------- ------- --------- ------- ---------- --------- -------
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
* These values reflect investment results using current cost of insurance
rates.
** These values reflect investment results using guaranteed cost of insurance
rates.
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE
INVESTMENT RESULTS. THE NET DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT
RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
PART II
UNDERTAKING TO FILE REPORTS
a. Subject to the terms and conditions of Section 15(d) of the Securities
and Exchange Act of 1934, the undersigned registrant hereby undertakes to file
with the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority confined in that section.
b. Pursuant to Investment Company Act Rule 26(e), Cova Financial Services
Life Insurance Company ("Company") hereby represents that the fees and
charges deducted under the Policy described in the Prospectus, in the
aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the Company.
INDEMNIFICATION
The Bylaws of the Company (Article IV, Section 1) provide that:
Each person who is or was a director, officer or employee of the corporation
or is or was serving at the request of the corporation as a director, officer
or employee of another corporation, partnership, joint venture, trust or other
enterprise (including the heirs, executors, administrators or estate of such
person) shall be indemnified by the corporation as of right to the full extent
permitted or authorized by the laws of the State of Missouri, as now in effect
and as hereafter amended, against any liability, judgment, fine, amount paid
in settlement, cost and expenses (including attorney's fees) asseted or out of
his status as a director, officer or employee of the corporation or if serving
at the request of the corporation, as a director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise.
The indemnification provided by this bylaw provision shall not be exclusive of
any other rights to which those indemnified may be entitled under any other
bylaw or under any agreement, vote of shareholders or disinterested directors
or otherwise, and shall not limit in any way any right which the corporation
may have to make different or further indemnification with respect to the same
or different persons or classes of persons.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted directors and officers or controlling person of the
Company pursuant to the foregoing, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement comprises the papers and documents:
The facing sheet
The Prospectus consisting of __ pages.
Undertakings to file reports.
The signatures.
The following exhibits.
A. Copies of all exhibits required by paragraph A of instructions for
Exhibits in Form N-8B-2.
1. Resolution of the Board of Directors of the Company
2. Not Applicable
3.a. Principal Underwriter's Agreement
3.b. General Agency Agreement (to be filed by amendment)
3.c. Schedules of Commissions (to be filed by Amendment)
4. Not Applicable
5. Modified Single Premium Variable Life Insurance Policy
6.a. Articles of Incorporation of the Company
6.b. Bylaws of the Company
7. Not Applicable
8. Not Applicable
9. Not Applicable
10. Application Form
11. Powers of Attorney
B. Opinion and Consent of Counsel (to be filed by amendment)
C. Consent of Actuary (to be filed by Amendment)
D. Consent of Independent Accountants (to be filed by amendment)
SIGNATURES
As required by the Securities Act of 1933, the registrant has caused this
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of Oakbrook Terrace and State of Illinois on this
13th day of December, 1996.
COVA VARIABLE LIFE ACCOUNT ONE
Registrant
By: COVA FINANCIAL SERVICES LIFE
INSURANCE COMPANY
By: /s/ LORRY J. STENSRUD
______________________________
Lorry J. Stensrud, President
COVA FINANCIAL SERVICES LIFE
INSURANCE COMPANY
Attest:
/s/ FRANCES S. COOK By: /s/ LORRY J. STENSRUD
________________________ ______________________________
(Name) Lorry J. Stensrud, President
Assistant General Counsel
_________________________
Title
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ LORRY J. STENSRUD President and Director 12/13/96
- ---------------------- ---------
Lorry J. Stensrud Date
Leonard M. Rubenstein Chairman of the Board and 12/13/96
- ---------------------- Director ---------
Leonard M. Rubenstein Date
J. Robert Hopson* Director 12/13/96
- ---------------------- ---------
J. Robert Hopson Date
William C. Mair* Controller and Director 12/13/96
- ---------------------- ----------
William C. Mair Date
Director
- ---------------------- ---------
Jeffery K. Hoelzel Date
/s/ E. THOMAS HUGHES, JR. 12/13/96
- ------------------------- Treasurer and Director ----------
E. Thomas Hughes, Jr. Date
Matthew P. McCauley* Director 12/13/96
- ---------------------- ---------
Matthew P. McCauley Date
Patrice L. Peltier* Director 12/13/96
- ---------------------- ---------
Patrice L. Peltier Date
John W. Barber* Director 12/13/96
- ---------------------- ---------
John W. Barber Date
</TABLE>
*By: /s/ LORRY J. STENSRUD
____________________________________
Lorry J. Stensrud, Attorney-in-Fact
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
I, JEROME P. DARGA, Assistant Secretary of Cova Financial Services Life
Insurance Company (formerly known as Xerox Financial Services Life Insurance
Company), a corporation existing under the laws of Missouri (the
"Corporation"), do hereby certify that the following is a true and correct
copy of resolutions adopted by Consent of the Board of Directors of the
Corporation in Lieu of Meeting dated as of October 23, 1991, and I do further
certify that said resolutions have not been amended or rescinded:
AUTHORIZATION OF VARIABLE LIFE INSURANCE PROGRAM
WHEREAS, the Corporation is desirous of developing and marketing certain types
of variable life insurance contracts which may be required to be registered
with the Securities and Exchange Commission pursuant to the various securities
laws; and
WHEREAS, it will be necessary to take certain actions including, but not
limited to, establishing separate accounts for the segregation of assets and
seeking approval of regulatory authorities;
NOW THEREFORE BE IT
RESOLVED, that the Corporation is hereby authorized to develop the necessary
program in order to effectuate the issuance and sale of variable life
insurance contracts; and further
RESOLVED, that the Corporation is hereby authorized to establish and to
designate one or more separate accounts of the Corporation in accordance with
the provisions of state insurance law. The purpose of any such separate
account shall be to provide an investment medium for such variable life
insurance contracts issued by the Corporation as may be designated as
participating therein. Any such separate account shall receive, hold, invest
and reinvest only the monies arising from (i) premiums, contributions or
payments made pursuant to the variable life insurance contracts participating
therein (ii) such assets of the Corporation as shall be deemed appropriate to
be invested in the same manner as the assets applicable to the Corporation's
reserve liability under the variable life insurance contracts participating in
such separate accounts or as may be necessary for the establishment of such
separate accounts; and (iii) the dividends, interest and gains produced by the
foregoing; and further
RESOLVED, that the proper officers of the Corporation are hereby authorized:
(i) to register the variable life insurance contracts participating in
any such separate accounts under the provisions of the Securities Act of 1933,
as amended, to the extent that it shall be determined that such registration
is necessary;
(ii) to register any such separate accounts with the Securities and
Exchange Commission under the provisions of the Investment Company Act of 1940
to the extent that it shall be determined that such registration is necessary;
(iii) to prepare, execute and file such amendments to any registration
statements filed under the aforementioned Acts (including post-effective
amendments), supplements and exhibits thereto as shall be deemed necessary or
desirable;
(iv) to apply for exemption from those provisions of the aforementioned
Acts as shall be deemed necessary and to take any and all other actions which
shall be deemed necessary, desirable, or appropriate in connection with such
Acts;
(v) to file the variable life insurance contracts participating in any
such separate accounts with the appropriate state insurance departments and to
obtain approval of the insurance departments;
(vi) to prepare or have prepared and execute all necessary documents to
obtain approval of, or clearance with, or other appropriate actions required,
of any other regulatory authority that may be necessary;
and further
RESOLVED, that for the purposes of facilitating the execution and filing of
any registration statement and of remedying any deficiencies therein by
appropriate amendments (including post-effective amendments) or supplements
thereto, the President of the Corporation and Secretary of the Corporation,
and each of them are hereby designated as attorneys and agents of the
Corporation, and the appropriate officers of the Corporation be, and they
hereby are, authorized and directed to grant the power of attorney of the
Corporation to the President of the Corporation and the Secretary of the
Corporation by executing and delivering to such individuals, on behalf of the
Corporation, a power of attorney; and further
RESOLVED, that in connection with the offering and sale of the variable life
insurance contracts in the various states of the United States, as and to the
extent necessary, the appropriate officers of the Corporation be, and they
hereby are, authorized to take any and all such action, including but not
limited to the preparation, execution and filing with proper State
authorities, on behalf of and in the name of the Corporation, of such
applications, notices, certificates, affidavits, powers of attorney, consents
to service of process, issuer's covenants, certified copies of minutes of
shareholders' and directors' meetings, bonds, escrow and impounding agreements
and other writings and instruments, as may be required in order to render
permissible the offering and sale of the variable life insurance contracts in
such jurisdictions; and further
RESOLVED, that the forms of any resolutions required by any State authority to
be filed in connection with any of the documents or instruments referred to in
any of the preceding resolutions be, and the same hereby are, adopted as if
fully set forth herein if (1) in the opinion of the appropriate officers of
the Corporation, the adoption of the resolutions is advisable and (2) the
Secretary or any Assistant Secretary of the Corporation evidences such
adoption by inserting into these minutes copies of such resolutions; and
further
RESOLVED, that the Standards of Conduct of the Corporation, its officers,
directors, employees and affiliates with respect to the investments of
variable life insurance separate accounts and variable life insurance
operations attached hereto as Exhibit A be, and the same hereby are, adopted
and approved; and further
RESOLVED, that the Standards of Suitability to be used by the Corporation and
applicable to its officers, directors, employees, affiliates and agents with
respect to the suitability of variable life insurance for the applicant
attached as Exhibit B be, and the same hereby are, adopted and approved; and
further
RESOLVED, that the proper officers of the Corporation be, and they hereby are
authorized and directed to prepare and to execute all necessary and
appropriate documents and to take such further actions as they may deem
necessary or appropriate, in their discretion, to implement the purposes of
the foregoing resolutions.
DESIGNATION OF INVESTMENTS FOR SEPARATE ACCOUNT
WHEREAS, the Board of Directors has previously adopted resolutions which
provided for the establishment of one or more separate accounts for the
purpose of issuing variable and fixed annuity contracts; and
WHEREAS, pursuant to said resolutions, the officers of the Corporation have
designated a separate account as Xerox MVA Account Three; and
WHEREAS, the Corporation has caused to be filed with the Securities and
Exchange Commission a Registration Statement on Form S-1 for registration
under the Securities Act of 1933 of annuity contracts and certificates
(collectively "Contracts") issued by Xerox MVA Account Three; and
WHEREAS, the Corporation intends that Xerox MVA Account Three will invest in
the proposed investments, subject to the investment policies and restrictions,
described in said Registration Statement on Form S-1 relating to the Contracts
issued by Xerox MVA Account Three, copies of which are on file with the
records of the Secretary of the Corporation;
NOW THEREFORE BE IT
RESOLVED, that the investment restrictions and policies as described in the
Registration Statement on Form S-1 for the Contracts issued by Xerox MVA
Account Three be, and they hereby are, approved as the investment restrictions
and policies to be utilized in connection with Xerox MVA Account Three; and
further
RESOLVED, that the proper officers of the Corporation be, and they hereby are,
authorized and directed to execute and delver a Principal Underwriter's
Agreement between Xerox Life Sales company ("Principal Underwriter") and the
Corporation on behalf of Xerox MVA Account Three granting exclusive right to
the Principal Underwriter to be the distributor of the Contracts issued by
Xerox MVA Account Three, substantially in the form attached hereto as Exhibit
C, with such changes therein as of the officer executing the Principal
Underwriter's Agreement, with the advice of counsel, deems necessary or
advisable, such determination to be conclusively evidenced by the officer's
execution thereof; and further
RESOLVED, that the proper officers of the corporation be, and they hereby are,
authorized and directed on behalf of the Corporation or Xerox MVA Account
Three to prepare, acknowledge and deliver all necessary and appropriate
contracts, agreements or other instruments or documents and to take such
further actions as they may deem necessary or appropriate, in their
discretion, to implement the purposes of the foregoing preambles and
resolutions and the resolutions heretofore adopted by the Board of Directors
on February 24, 1987 regarding the development of a fixed and variable annuity
program.
Dated: 12-12-96 /S/ JEROME P. DARGA
_____________ ______________________________
Assistant Secretary
EXHIBIT A
STANDARDS OF CONDUCT
Unless otherwise approved in advance of the transaction by the commissioner of
insurance in the state in which the transaction is contemplated, the
Corporation and its officers, directors, employees and affiliates shall not,
with respect to variable life insurance separate accounts:
1. sell to or purchase from any such separate account established by the
Corporation any security or other property, other than variable life insurance
policies;
2. purchase or allow to be purchased for any such separate account any
securities of which the Corporation or an affiliate is the issuer;
3. accept any compensation, other than a regular salary or wages from
the Corporation or an affiliate, for the sale or purchase of securities to or
from any such separate account, except that the Corporation or an affiliate
may act as a broker or dealer in connection with the sale of securities to or
by such separate account; provided, however, that any commission fee or
remuneration charged therefor shall not exceed the minimum broker's commission
established for any such transaction by any national securities exchange
through which such transaction could be effected, or where such charges are
subject to negotiation or where no minimum charge is applicable, then such
charge shall be consistent with the charges prevailing in the ordinary course
of business in the community where such transaction is effected;
4. engage in any joint transaction, participation or common undertaking
whereby the Corporation or an affiliate participates with such a separate
account in any transaction in which the Corporation or any of its affiliates
obtain an advantage in the price or quality of the item purchased, in the
service received, or in the cost of such service and the Corporation or any of
its other affiliates is disadvantaged in any of these respects by the same
transaction;
5. borrow money or securities from any such separate account other than
under a policy loan provision.
EXHIBIT B
STANDARDS OF SUITABILITY
The following Standards of Suitability shall be used by the Corporation and
shall be applicable to its officers, directors, employees, affiliates, and
agents with respect to the suitability of variable life insurance for the
applicant:
No recommendation shall be made to an applicant to purchase a variable
life insurance policy and no variable life insurance policy shall be issued in
the absence of reasonable grounds to believe that the purchase of such policy
is suitable for such applicant on the basis of information furnished after
reasonable inquiry of such applicant concerning the applicant's insurance and
investment objectives, financial situation and needs, and any other
information known to the Corporation or to the agent making the
recommendation.
XEROX FINANCIAL SERVICES LIFE INSURANCE CORPORATION
CONSENT OF THE BOARD OF DIRECTORS
IN LIEU OF MEETING
The undersigned, being all of the Directors of Xerox Financial Services
Life Insurance Corporation, a Missouri corporation (the "Corporation"), acting
without a meeting pursuant to Section 351.340 of the General and Business
Corporation Law of Missouri hereby waive all notice required by the By-Laws of
the Corporation or by law and adopt the following resolutions in lieu of a
meeting of the Directors.
AUTHORIZATION OF VARIABLE LIFE INSURANCE PROGRAM
WHEREAS, the Corporation is desirous of developing and marketing certain types
of variable life insurance contracts which may be required to be registered
with the Securities and Exchange Commission pursuant to the various securities
laws; and
WHEREAS, it will be necessary to take certain actions including, but not
limited to, establishing separate accounts for the segregation of assets and
seeking approval of regulatory authorities;
NOW THEREFORE BE IT
RESOLVED, that the Corporation is hereby authorized to develop the necessary
program in order to effectuate the issuance and sale of variable life
insurance contracts; and further
RESOLVED, that the Corporation is hereby authorized to establish and to
designate one or more separate accounts of the Corporation in accordance with
the provisions of state insurance law. The purpose of any such separate
account shall be to provide an investment medium for such variable life
insurance contracts issued by the Corporation as may be designated as
participating therein. Any such separate account shall receive, hold, invest
and reinvest only the monies arising from (i) premiums, contributions or
payments made pursuant to the variable life insurance contracts participating
therein (ii) such assets of the Corporation as shall be deemed appropriate to
be invested in the same manner as the assets applicable to the Corporation's
reserve liability under the variable life insurance contracts participating in
such separate accounts or as may be necessary for the establishment of such
separate accounts; and (iii) the dividends, interest and gains produced by the
foregoing; and further
RESOLVED, that the proper officers of the Corporation are hereby authorized:
(i) to register the variable life insurance contracts participating in
any such separate accounts under the provisions of the Securities Act of 1933,
as amended, to the extent that it shall be determined that such registration
is necessary;
(ii) to register any such separate accounts with the Securities and
Exchange Commission under the provisions of the Investment Company Act of 1940
to the extent that it shall be determined that such registration is necessary;
(iii) to prepare, execute and file such amendments to any registration
statements filed under the aforementioned Acts (including post-effective
amendments), supplements and exhibits thereto as shall be deemed necessary or
desirable;
(iv) to apply for exemption from those provisions of the aforementioned
Acts as shall be deemed necessary and to take any and all other actions which
shall be deemed necessary, desirable, or appropriate in connection with such
Acts;
(v) to file the variable life insurance contracts participating in any
such separate accounts with the appropriate state insurance departments and to
obtain approval of the insurance departments;
(vi) to prepare or have prepared and execute all necessary documents to
obtain approval of, or clearance with, or other appropriate actions required,
of any other regulatory authority that may be necessary;
and further
RESOLVED, that for the purposes of facilitating the execution and filing of
any registration statement and of remedying any deficiencies therein by
appropriate amendments (including post-effective amendments) or supplements
thereto, the President of the Corporation and Secretary of the Corporation,
and each of them are hereby designated as attorneys and agents of the
Corporation, and the appropriate officers of the Corporation be, and they
hereby are, authorized and directed to grant the power of attorney of the
Corporation to the President of the Corporation and the Secretary of the
Corporation by executing and delivering to such individuals, on behalf of the
Corporation, a power of attorney; and further
RESOLVED, that in connection with the offering and sale of the variable life
insurance contracts in the various states of the United States, as and to the
extent necessary, the appropriate officers of the Corporation be, and they
hereby are, authorized to take any and all such action, including but not
limited to the preparation, execution and filing with proper State
authorities, on behalf of and in the name of the Corporation, of such
applications, notices, certificates, affidavits, powers of attorney, consents
to service of process, issuer's covenants, certified copies of minutes of
shareholders' and directors' meetings, bonds, escrow and impounding agreements
and other writings and instruments, as may be required in order to render
permissible the offering and sale of the variable life insurance contracts in
such jurisdictions; and further
RESOLVED, that the forms of any resolutions required by any State authority to
be filed in connection with any of the documents or instruments referred to in
any of the preceding resolutions be, and the same hereby are, adopted as if
fully set forth herein if (1) in the opinion of the appropriate officers of
the Corporation, the adoption of the resolutions is advisable and (2) the
Secretary or any Assistant Secretary of the Corporation evidences such
adoption by inserting into these minutes copies of such resolutions; and
further
RESOLVED, that the Standards of Conduct of the Corporation, its officers,
directors, employees and affiliates with respect to the investments of
variable life insurance separate accounts and variable life insurance
operations attached hereto as Exhibit A be, and the same hereby are, adopted
and approved; and further
RESOLVED, that the Standards of Suitability to be used by the Corporation and
applicable to its officers, directors, employees, affiliates and agents with
respect to the suitability of variable life insurance for the applicant
attached as Exhibit B be, and the same hereby are, adopted and approved; and
further
RESOLVED, that the proper officers of the Corporation be, and they hereby are
authorized and directed to prepare and to execute all necessary and
appropriate documents and to take such further actions as they may deem
necessary or appropriate, in their discretion, to implement the purposes of
the foregoing resolutions.
DESIGNATION OF INVESTMENTS FOR SEPARATE ACCOUNT
WHEREAS, the Board of Directors has previously adopted resolutions which
provided for the establishment of one or more separate accounts for the
purpose of issuing variable and fixed annuity contracts; and
WHEREAS, pursuant to said resolutions, the officers of the Corporation have
designated a separate account as Xerox MVA Account Three; and
WHEREAS, the Corporation has caused to be filed with the Securities and
Exchange Commission a Registration Statement on Form S-1 for registration
under the Securities Act of 1933 of annuity contracts and certificates
(collectively "Contracts") issued by Xerox MVA Account Three; and
WHEREAS, the Corporation intends that Xerox MVA Account Three will invest in
the proposed investments, subject to the investment policies and restrictions,
described in said Registration Statement on Form S-1 relating to the Contracts
issued by Xerox MVA Account Three, copies of which are on file with the
records of the Secretary of the Corporation;
NOW THEREFORE BE IT
RESOLVED, that the investment restrictions and policies as described in the
Registration Statement on Form S-1 for the Contracts issued by Xerox MVA
Account Three be, and they hereby are, approved as the investment restrictions
and policies to be utilized in connection with Xerox MVA Account Three; and
further
RESOLVED, that the proper officers of the Corporation be, and they hereby are,
authorized and directed to execute and delver a Principal Underwriter's
Agreement between Xerox Life Sales company ("Principal Underwriter") and the
Corporation on behalf of Xerox MVA Account Three granting exclusive right to
the Principal Underwriter to be the distributor of the Contracts issued by
Xerox MVA Account Three, substantially in the form attached hereto as Exhibit
C, with such changes therein as of the officer executing the Principal
Underwriter's Agreement, with the advice of counsel, deems necessary or
advisable, such determination to be conclusively evidenced by the officer's
execution thereof; and further
RESOLVED, that the proper officers of the corporation be, and they hereby are,
authorized and directed on behalf of the Corporation or Xerox MVA Account
Three to prepare, acknowledge and deliver all necessary and appropriate
contracts, agreements or other instruments or documents and to take such
further actions as they may deem necessary or appropriate, in their
discretion, to implement the purposes of the foregoing preambles and
resolutions and the resolutions heretofore adopted by the Board of Directors
on February 24, 1987 regarding the development of a fixed and variable annuity
program.
IN WITNESS WHEREOF, we have hereunto set our hands as of the 23rd day of
October, 1991.
<TABLE>
<CAPTION>
<S> <C>
/S/ ANTHONY R. BIELE /S/ JOHN C. MERRITT
- ------------------------ ----------------------
Anthony R. Biele John C. Merritt
/S/ SUSAN M. BOYLE /S/ WILLIAM R. MOLINAN
- ------------------------ ----------------------
Susan M. Boyle William R. Molinan
/S/ STEPHEN P. CLARK /S/ ROBERT B. STACK
- ------------------------ ----------------------
Stephen P. Clark Robert B. Stack
/S/ DONATO A. DENOVELLIS /S/ LORRY J. STENSRUD
- ------------------------ ----------------------
Donato A. DeNovellis Lorry J. Stensrud
/S/ DENNIS J. MCDONNELL /S/ ROBERT J. VAIRO
- ------------------------ ----------------------
Dennis J. McDonnell Robert J. Vairo
</TABLE>
PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between COVA FINANCIAL SERVICES LIFE INSURANCE
COMPANY ("INSURANCE COMPANY") on behalf of COVA VARIABLE LIFE ACCOUNT ONE (the
"VARIABLE ACCOUNT") and COVA LIFE SALES COMPANY (the "PRINCIPAL UNDERWRITER")
as follows:
I
INSURANCE COMPANY proposes to issue and sell Modified Single Premium Variable
Life Insurance Policies (the "Policies") of the Variable Account to the public
through PRINCIPAL UNDERWRITER. The PRINCIPAL UNDERWRITER agrees to provide
sales service subject to the terms and conditions hereof. The Policies to be
sold are more fully described in the registration statement and prospectus
hereinafter mentioned. Such Policies will be issued by INSURANCE COMPANY
through the Variable Account.
II
INSURANCE COMPANY grants PRINCIPAL UNDERWRITER the exclusive right, during the
term of this Agreement, subject to registration requirements of the Securities
Act of 1933 and the Investment Company Act of 1940 and the provisions of the
Securities Exchange Act of 1934, to be the distributor of the Policies issued
through the Variable Account. PRINCIPAL UNDERWRITER will sell the Policies
under such terms as set by INSURANCE COMPANY and will make such sales to
purchasers permitted to buy such Policies as specified in the prospectus.
III
PRINCIPAL UNDERWRITER shall be compensated for its distribution services in
such amount as to meet all of its obligations to selling broker-dealers with
respect to all Purchase Payments accepted by INSURANCE COMPANY on the Policies
covered hereby.
IV
On behalf of the Variable Account, INSURANCE COMPANY shall furnish PRINCIPAL
UNDERWRITER with copies of all prospectuses, financial statements and other
documents which PRINCIPAL UNDERWRITER reasonably requests for use in
connection with the distribution of the Policies. INSURANCE COMPANY shall
provide to PRINCIPAL UNDERWRITER such number of copies of the current
effective prospectuses as PRINCIPAL UNDERWRITER shall request.
V
PRINCIPAL UNDERWRITER is not authorized to give any information, or to make
any representations concerning the Policies or the Variable Account of
INSURANCE COMPANY other than those contained in the current registration
statements or prospectuses relating to the Variable Account filed with the
Securities and Exchange Commission or such sales literature as may be
authorized by INSURANCE COMPANY.
VI
Both parties to this Agreement agree to keep the necessary records as
indicated by applicable state and federal law and to render the necessary
assistance to one another for the accurate and timely preparation of such
records.
VII
This Agreement shall be effective upon the execution hereof and will remain in
effect unless terminated as hereinafter provided. This Agreement shall
automatically be terminated in the event of its assignment by PRINCIPAL
UNDERWRITER.
This Agreement may at any time be terminated by either party hereto upon 60
days' written notice to the other party.
VIII
All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been given on the date of
service if served personally on the party to whom notice is to be given, or on
the date of mailing if sent by First Class Mail, Registered or Certified,
postage prepaid and properly addressed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their respective officers thereunto duly authorized.
EXECUTED this ____ day of ___________, 199_.
<TABLE>
<CAPTION>
<S> <C>
INSURANCE COMPANY
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
BY:_______________________________
ATTEST:________________________
Secretary
PRINCIPAL UNDERWRITER
COVA LIFE SALES COMPANY
BY:_______________________________
ATTEST:________________________
Secretary
</TABLE>
COVA
Cova Financial Services Life Insurance Company
700 Market Street
St. Louis, Missouri 63101
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY ("Cova") will pay the Death
Proceeds to the Beneficiary upon receipt at its Policy Service Office of due
proof of the Insured's death while this Policy is in force. This Policy is
issued in return of the Application and payment of the Initial Premium. A copy
of the Application is attached to and made a part of this Policy. This is a
legal contract between the Owner and the Company.
RIGHT TO EXAMINE
You may cancel this Policy during the Right To Examine Period. The Right To
Examine Period begins with the day You receive this Policy and continues for 10
days. During the Right To Examine Period You may return this Policy by
delivering or mailing it to Cova at its Policy Service Office or to the agent
through whom it was purchased. When this Policy is received by Cova, it will be
voided as if it had never been in force. Cova will pay an amount equal to the
greater of: 1. Premiums paid; or 2. the Account Value on the day this Policy is
returned to Cova or the agent through whom it was purchased.
ALLOCATION OF PREMIUM DURING THE RIGHT TO EXAMINE PERIOD
On the Policy Date, the Initial Premium Payment will be allocated to the Money
Market Subaccount shown on the Schedule Page. The Policy Date may be before or
the same as the Issue Date. All Subsequent Premium Payments received by Cova
before the expiration of the Right to Examine Period will be allocated to the
Money Market Subaccount. On the expiration of 15 days from the Issue Date, the
Subaccount Value of the Money Market Subaccount will be allocated to the
Subaccounts, in whole percentages, as elected by You on the Application.
/s/ JEFFERY K. HOELZEL Secretary /s/ LORRY J. STENSRUD President
- ---------------------- ---------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
DEATH PROCEEDS PAYABLE AT DEATH
PERIOD OF COVERAGE NOT GUARANTEED
NONPARTICIPATING - NO DIVIDENDS
READ YOUR POLICY CAREFULLY
CASH VALUES PROVIDED BY THIS POLICY ARE BASED ON THE INVESTMENT EXPERIENCE OF
THE SEPARATE ACCOUNT AND MAY INCREASE OR DECREASE AND ARE NOT GUARANTEED AS TO
DOLLAR AMOUNT. THE DURATION OR AMOUNT OF THE DEATH BENEFIT MAY VARY BASED ON THE
INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT. SEE PAGE 4 FOR A DESCRIPTION OF
THE DEATH BENEFIT.
THE VARIABLE PROVISIONS OF THIS POLICY CAN BE FOUND ON PAGES 5 AND 9 .
INDEX Page
Schedule Page
Definitions
Death Benefit Provisions
Premium Payment Provisions
Variable Account Provisions
Calculation of Values
Monthly Deduction Provisions
Transfer Provisions
Termination Provisions
Partial Surrenders, Annual Withdrawal Amount, Surrender Charge and Deferred
Premium Tax Charge
Policy Loans
Payment Provision
Taxes Provision
General Provisions
Ownership and Beneficiary
Settlement Options
SCHEDULE PAGE
INSURED: [JOHN DOE] POLICY NUMBER: [123]
ISSUE AGE/SEX: [35/MALE] POLICY DATE: [12/01/1996]
RATE CLASS: [STANDARD] ISSUE DATE: [12/01/1996]
OWNER: [JOHN DOE] PROCESSING DATE: [1ST]
INITIAL PREMIUM: [$10,000]
FACE AMOUNT: [$61,230]
INITIAL MAXIMUM PREMIUM LIMIT PERCENTAGE: [100%]
BENEFICIARY: AS STATED IN THE APPLICATION FOR THIS POLICY UNLESS CHANGED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
FEES AND CHARGES:
POLICY MAINTENANCE FEE: [ANNUAL POLICY MAINTENANCE FEE; $30 ASSESSED ON A
PRORATA BASIS FROM THE SUBACCOUNTS ON EACH POLICY
ANNIVERSARY. WAIVED IF THE ACCOUNT VALUE ON A POLICY
ANNIVERSARY IS AT LEAST $50,000. DEDUCTED FROM A TOTAL
SURRENDER REGARDLESS OF SIZE OF ACCOUNT VALUE.]
TAX EXPENSE CHARGE: [THE FEDERAL TAX CHARGE OF .0015 IN YEARS 1-10 DIVIDED
BY 12; PLUS THE PREMIUM TAX CHARGE OF .0025 IN YEARS
1-10 DIVIDED BY 12; MULTIPLIED BY THE ACCOUNT VALUE]
ADMINISTRATIVE CHARGE: [.0040 DIVIDED BY 12; MULTIPLIED BY THE ACCOUNT VALUE.]
MORTALITY AND EXPENSE [.0090 IN YEARS 1-10 (.0075 IN YEARS 11 AND AFTER) DIVIDED
BY RISK CHARGE: 12; MULTIPLIED BY THE TOTAL OF THE SUBACCOUNT VALUES.]
SURRENDER CHARGE
[ASSESSED AGAINST PREMIUM SURRENDERED. NOT ASSESSED ON THE ANNUAL WITHDRAWAL
AMOUNT.]
POLICY POLICY
YEAR RATE YEAR RATE
-------------------------------
[1] [7.5%] [6] [4.0%]
[2] [7.5%] [7] [3.0%]
[3] [7.5%] [8] [2.0%]
[4] [6.0%] [9] [1.0%]
[5] [5.0%] [10+] [0%]
DEFERRED PREMIUM TAX CHARGE
[ASSESSED AGAINST PREMIUM SURRENDERED]
POLICY POLICY
YEAR RATE YEAR RATE
[1] [2.25%] [6] [1.00%]
[2] [2.00%] [7] [.75%]
[3] [1.75%] [8] [.50%]
[4] [1.50%] [9] [.25%]
[5] [1.25%] [10+] [0%]
SCHEDULE PAGE
(continued)
ANNUAL WITHDRAWAL AMOUNT:
[THE SUM OF:
1. THE EXCESS OF THE ACCOUNT VALUE OVER PREMIUMS PAID WHICH HAVE NOT BEEN
PREVIOUSLY SURRENDERED; PLUS
2. 10% OF PREMIUMS.]
AN ANNUAL WITHDRAWAL AMOUNT WHICH HAS NOT BEEN USED IN ANY POLICY YEAR DOES NOT
CARRY OVER TO FUTURE POLICY YEARS.
ORDER OF PARTIAL SURRENDERS:
[FOR PURPOSES OF DETERMINING THE CHARGES ASSESSED ON A PARTIAL SURRENDER, A
PARTIAL SURRENDER WILL BE CONSIDERED TO BE MADE FIRST FROM EARNINGS, THEN FROM
PREMIUMS.]
TRANSFER FEE:
[FOR A TRANSFER WHICH EXCEEDS 12 TRANSFERS IN A POLICY YEAR, $25 OR, IF SMALLER,
2% OF THE AMOUNT TRANSFERRED PER TRANSACTION.]
MINIMUM TRANSFER AMOUNT:
[$500 OR ENTIRE BALANCE IF LESS.]
MINIMUM PARTIAL SURRENDER AMOUNT: [$500]
REMAINING ACCOUNT VALUE AMOUNT: [$5,000]
MINIMUM LOAN AMOUNT: [$500]
LOAN ACCOUNT INTEREST RATE (CREDITED): [4%]
PREFERRED LOAN INTEREST RATE (CREDITED): [6%]
POLICY LOAN INTEREST RATE (CHARGED): [6%]
PREFERRED LOANS: DETERMINED ON THE [1ST DAY OF EACH POLICY YEAR]
ELIGIBLE INVESTMENTS:
[- COVA SERIES TRUST]
[- J.P. MORGAN INVESTMENT MANAGEMENT]
[- SELECT EQUITY PORTFOLIO]
[- SMALL CAP STOCK PORTFOLIO]
[- LARGE CAP STOCK PORTFOLIO]
[- INTERNATIONAL EQUITY PORTFOLIO]
[- QUALITY BOND PORTFOLIO]
[- LORD ABBETT ]
[- BOND DEBENTURE PORTFOLIO]
[- LORD ABBETT SERIES FUND, INC.]
[- LORD ABBETT]
[- GROWTH AND INCOME PORTFOLIO]
[- GENERAL AMERICAN CAPITAL COMPANY]
[- CONNING ]
[- MONEY MARKET PORTFOLIO]
VARIABLE ACCOUNT: [COVA VARIABLE LIFE ACCOUNT ONE]
POLICY SERVICE OFFICE:
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
[P.O. BOX 10366]
[DES MOINES, IOWA 50306-0366]
FOR USE WITH [COVA VARIABLE LIFE ACCOUNT ONE]
A SEPARATE INVESTMENT ACCOUNT OF
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
SCHEDULE PAGE
(continued)
<TABLE>
<CAPTION>
TABLE OF MINIMUM DEATH BENEFIT PERCENTAGES
AND MONTHLY MAXIMUM COST OF INSURANCE CHARGE PER $1,000
MONTHLY MONTHLY MONTHLY
MINIMUM MAXIMUM MINIMUM MAXIMUM MINIMUM MAXIMUM
DEATH COST OF DEATH COST OF DEATH COST OF
BENEFIT INSURANCE BENEFIT INSURANCE BENEFIT INSURANCE
AGE PERCENTAGE CHARGE AGE PERCENTAGE CHARGE AGE PERCENTAGE CHARGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 250.0 0.1808 57 142.0 1.0867 79 105.0 7.8967
36 250.0 0.1933 58 138.0 1.1817 80 105.0 8.5783
37 250.0 0.2075 59 134.0 1.2850 81 105.0 9.3408
38 250.0 0.2233 60 130.0 1.4000 82 105.0 10.2008
39 250.0 0.2417 61 128.0 1.5300 83 105.0 11.1533
40 250.0 0.2625 62 126.0 1.6767 84 105.0 12.1767
41 243.0 0.2850 63 124.0 1.8408 85 105.0 13.2483
42 236.0 0.3092 64 122.0 2.0225 86 105.0 14.3508
43 229.0 0.3358 65 120.0 2.2183 87 105.0 15.4775
44 222.0 0.3642 66 119.0 2.4275 88 105.0 16.6275
45 215.0 0.3942 67 118.0 2.6492 89 105.0 17.8075
46 209.0 0.4267 68 117.0 2.8875 90 105.0 19.0358
47 203.0 0.4608 69 116.0 3.1508 91 104.0 20.3425
48 197.0 0.4975 70 115.0 3.4475 92 103.0 21.7858
49 191.0 0.5383 71 113.0 3.7858 93 102.0 23.5108
50 185.0 0.5833 72 111.0 4.1733 94 101.0 25.8308
51 178.0 0.6358 73 109.0 4.6117 95 101.0 29.3217
52 171.0 0.6942 74 107.0 5.0917 96 101.0 35.0825
53 164.0 0.7608 75 105.0 5.6042 97 101.0 45.0833
54 157.0 0.8342 76 105.0 6.1417 98 101.0 62.0958
55 150.0 0.9133 77 105.0 6.6975 99 101.0 83.3333
56 146.0 0.9975 78 105.0 7.2767
</TABLE>
THE MINIMUM DEATH BENEFIT PERCENTAGES ARE DETERMINED TO COMPLY WITH SECTION 7702
OF THE INTERNAL REVENUE CODE.
THE MAXIMUM COST OF INSURANCE CHARGES DO NOT EXCEED THE COST OF INSURANCE
CHARGES BASED ON THE 1980 COMMISSIONERS STANDARD ORDINARY TABLE, AGE LAST
BIRTHDAY.
DEFINITIONS
ACCOUNT -- One or more of the Subaccount(s) of the Variable Account.
ACCOUNT VALUE -- The value of the Subaccount(s) and the Loan Account.
ACCUMULATION UNIT -- An accounting unit used to calculate the value of a
Subaccount.
AGE -- The Insured's Issue Age plus the number of full Policy Years elapsed
since the Policy Date.
ANNUITY UNIT -- An accounting unit used to calculate the amount of Variable
Payments.
BENEFICIARY -- The person(s) or entity(ies) who/which will receive the Death
Proceeds upon the death of the Insured.
CASH SURRENDER VALUE -- The Cash Value less Debt.
CASH VALUE -- The Account Value less any applicable Surrender Charge, Deferred
Premium Tax Charge and Policy Maintenance Fee.
COVA -- Cova Financial Services Life Insurance Company.
COVERAGE AMOUNT -- The Death Benefit less the Account Value.
DEATH PROCEEDS -- The amount Cova will pay upon death of the Insured.
DEBT -- Any outstanding Loans plus accrued Loan Interest.
DUE PROOF OF DEATH -- One of the following:
1 a certified death certificate;
2. a certified decree of a court or competent jurisdiction as to the finding
of death;
3. a written statement by a medical doctor who attended the deceased; or
4. any other proof satisfactory to Cova.
ELIGIBLE INVESTMENT(S) -- An investment entity which comprises the Portfolios of
this Policy.
FACE AMOUNT -- The Face Amount on the Issue Date is shown on the Schedule Page.
The Face Amount may change in accordance with the terms of the Partial Surrender
provision.
INCOME DATE -- The date payments under a Settlement Option begin. INSURED -- The
person whose life is insured under this Policy. ISSUE AGE -- On the Policy Date,
the Insured's age on his/her last birthday.
ISSUE DATE -- The date this Policy is issued. LOAN -- The amount which is
borrowed.
LOAN ACCOUNT -- An account established for any amounts transferred from the
Subaccounts as a result of a loan. The Loan Account is credited with interest
and is not based on the investment experience of any Subaccount. MAXIMUM PREMIUM
LIMIT -- The maximum total premiums that Cova permits to be paid for this
Policy. Cova sets this limit to be less than or equal to the limit required to
qualify this Policy as life insurance under the Internal Revenue Code.
MONTHLY ANNIVERSARY -- An anniversary of the Policy Date which is the same day
each month as the Policy Date or the first day of the next month if that day
occurs on a day beyond the end of any month. If a Monthly Anniversary falls on a
date which is not a Valuation Date, the Monthly Anniversary will be the next
Valuation Date.
OWNER -- You as the person named on the Schedule Page who has all rights under
this Policy.
PAYEE -- The natural person receiving payments under a Settlement Option.
POLICY ANNIVERSARY -- An anniversary of the Policy Date.
POLICY DATE -- The Policy Date is the date from which Policy Anniversaries and
Policy Years are determined. The Policy Date is shown on the Schedule Page.
POLICY LOAN INTEREST RATE -- The interest rate charged on a Loan under this
Policy.
POLICY YEAR -- One year from the Policy Date and from each Policy Anniversary.
PORTFOLIO -- A segment of an Eligible Investment which constitutes a separate
and distinct class of shares.
PREMIUM TAX CHARGE -- The amount of tax charged due to assessment to Cova of
taxes by a state or municipal entity.
PROCESSING DATE -- The monthly date when certain charges are deducted from the
Account Value. The first Processing Date is the Issue Date. Thereafter, it is
the same day each month as the Policy Date or the first day of the next month if
that day occurs on a day beyond the end of any month. If a Processing Date falls
on a date which is not a Valuation Date, the Processing Date will be the next
Valuation Date.
PRORATA BASIS -- An allocation method based on the proportion of the Account
Value in each Subaccount.
SUBACCOUNT -- A segment of the Variable Account. Each Subaccount is invested in
a different Portfolio.
SUBACCOUNT VALUE -- The value of a Subaccount.
VALUATION DATE -- The Variable Account will be valued each day that the New York
Stock Exchange is open for trading.
VALUATION PERIOD -- The period of time beginning at the close of business of the
New York Stock Exchange and ending at the close of business for the next
succeeding Valuation Date. Values are determined at the end of a Valuation
Period.
VARIABLE ACCOUNT -- A separate investment account of Cova designated on the
Schedule Page.
WRITTEN REQUEST -- A request made in writing and received by Cova.
YOU -- The person named in the Application who as Owner has all rights under
this policy.
DEATH BENEFIT PROVISIONS
DEATH BENEFIT -- While this Policy is in force, the Death Benefit is the greater
of:
1. the Face Amount; or
2. the Minimum Death Benefit.
MINIMUM DEATH BENEFIT -- To ensure that this Policy continues to qualify as life
insurance under the Internal Revenue Code, Cova will automatically increase the
Death Benefit so that it will never be less than the Minimum Death Benefit. The
Minimum Death Benefit is the Account Value as of the end of the Valuation Period
multiplied by the applicable percent shown in the Table of Minimum Death Benefit
Percentages.
PAYMENT OF DEATH BENEFIT -- The Death Proceeds equal the Death Benefit on the
date of the Insured's death less any Debt. Cova will pay the Death Proceeds to
the Beneficiary upon receipt at its Policy Service Office of due proof of the
Insured's death while this Policy is in force.
You may choose to have the Death Proceeds paid in a lump sum or under a
Settlement Option. If You have not made a choice before the Insured dies, the
Beneficiary may choose the manner in which the Death Proceeds are to be paid.
Unless chosen otherwise by You or the Beneficiary, if applicable, Cova reserves
the right to pay the Death Proceeds in a lump sum within 90 days of receipt of
due proof of death.
Interest at an annual rate of 3% or as required by law will be payable on the
Death Proceeds from the date of the Insured's death to:
1. if payment is made in a single sum, the date payment is made; or
2. if payment is made under a Settlement Option, the Income Date.
The Death Benefit payable during the Grace Period is equal to the Death Benefit
in effect immediately prior to the start of the Grace Period less any Debt and
any unpaid Monthly Deduction Amounts.
PREMIUM PAYMENT PROVISIONS
INITIAL PREMIUM -- The Initial Premium is due on the Policy Date. No insurance
is effective until Cova receives the Initial Premium. The Initial Maximum
Premium Limit Percentage is shown on the Schedule Page.
SUBSEQUENT PREMIUMS -- Subject to the Maximum Premium Limit, Cova will accept
Subsequent Premium Payments at any time. If the total of all Premium Payments
under this Policy exceed $1,000,000, You must obtain prior approval from Cova to
make a Subsequent Premium Payment. The amount and frequency of any Subsequent
Premium Payment made will affect the Account Value and the amount or duration of
insurance under this Policy.
A Subsequent Premium Payment that results in an increase in the Death Benefit
will be accepted only after Cova approves evidence of insurability.
A Subsequent Premium Payment must be made to Cova's Policy Service Office.
PREMIUM ALLOCATION -- The Allocation of Premium during the Initial Premium
Payment is allocated as stated in the Right to Examine Period Provision.
Upon written request, You may change the premium allocation. A Subsequent
Premium Payment received after the expiration of the Right to Examine Period
will be allocated to the Subaccounts according to Your most recent instructions.
GRACE PERIOD -- The Grace Period is the 61 days after a Processing Date on which
the Cash Surrender Value is not sufficient to cover any overdue Monthly
Deduction Amounts and the Policy Maintenance Fee. If sufficient Premium is not
paid by the end of the Grace Period, this Policy will terminate without value.
At least 61 days before the end of the Grace Period, Cova will mail to You at
your last known address and any assignee of record written notice of the length
of the Grace Period and the amount of Premium required to continue this Policy
in force.
The Premium required is the amount required to continue this Policy in force to
the end of the Grace Period.
VARIABLE ACCOUNT PROVISIONS
VARIABLE ACCOUNT -- The Variable Account is a separate investment account of
Cova. It is shown on the Schedule Page. Cova has allocated a part of its assets
for this and certain other contracts to the Variable Account. The assets of the
Variable Account are the property of Cova. However, assets equal to liabilities
are not chargeable with the liabilities arising out of any other business Cova
may conduct. The investment policy of the Variable Account will not be changed
without approval by the Insurance Commissioner of the state of Missouri. If
required, the approval process is on file with the Commissioner of the state in
which this Policy is issued.
INVESTMENTS OF THE VARIABLE ACCOUNT -- Premium Payments applied to the Variable
Account are allocated to a Subaccount of the Variable Account. The assets of the
Subaccount are allocated to the Eligible Investment(s) and the Portfolio(s), if
any, within an Eligible Investment shown on the Schedule Page. Cova may, from
time to time, add additional Eligible Investments or Portfolios to those shown
on the Schedule Page. You may be permitted to transfer Account Values to the
additional Eligible Investments or Portfolios. However, the right to make any
transfer will be limited by the terms and conditions imposed by Cova. If the
shares of any of the Eligible Investment(s) or any Portfolio(s) within the
Eligible Investments become unavailable for investment by the Variable Account,
or the Board of Directors deems further investment in these shares
inappropriate, Cova may limit further investment in the shares or may substitute
shares of another Eligible Investment for shares already purchased under this
Policy.
VALUATION OF ASSETS -- Assets of the Variable Account are valued at their fair
market value in accordance with procedures of Cova.
ACCUMULATION UNIT -- An amount allocated to the Variable Account is converted
into Accumulation Units for each elected Subaccount. The number of Accumulation
Units credited to a Subaccount under this Policy is determined by dividing the
amount allocated to the Subaccount by the dollar value of one Accumulation Unit
for that Subaccount as of the Valuation Period during which the amount is
allocated to the Subaccount. The number of Accumulation Units will not be
affected by a subsequent change in the value of the units. The Accumulation Unit
Value in a Subaccount may increase or decrease daily. The Account Value
attributable to a Subaccount of the Variable Account is determined by
multiplying the number of Accumulation Units attributable to the Subaccount by
the Accumulation Unit Value for that Subaccount.
ACCUMULATION UNIT VALUE -- The Accumulation Unit Value for each Subaccount will
vary to reflect the investment experience of the applicable Portfolio and will
be determined on each Valuation Date by multiplying the Accumulation Unit Value
of the Subaccount on the preceding Valuation Date by a Net Investment Factor for
that Subaccount for the Valuation Period then ended. The Net Investment Factor
for each Subaccount is equal to the net asset value per share of the applicable
Portfolio at the end of the Valuation Period (plus the per share amount of any
divided or capital gains distribution paid by that Portfolio in the Valuation
Period then ended) divided by the net asset value per share of the corresponding
Portfolio at the beginning of the Valuation Period.
CALCULATION OF VALUES
The Account Value reflects the Premiums Paid, the Monthly Deductions, deduction
of the Policy Maintenance Fee, the investment experience of the Subaccounts, the
value of amounts allocated to the Loan Account and deductions due to a Partial
Surrender in the following manner: Premiums Paid are converted to Accumulation
Units. The Initial Premium Payment is allocated to the Policy on the Policy
Date. On each Processing Date, Accumulation Units are cancelled to reflect the
deduction of the Monthly Deduction Amount. On each Policy Anniversary,
Accumulation Units are cancelled to reflect the deduction of the Policy
Maintenance Fee.
The Accumulation Unit Value for a Subaccount is a result of the investment
experience of the Subaccount. A Subaccount Value is determined by multiplying
the number of Accumulation Units in the Subaccount by the Accumulation Unit
Value of the Subaccount.
Accumulation Units are cancelled to reflect loans and a Loan Account is
established.
Accumulation Units are cancelled to reflect Partial Surrenders and the Surrender
Charge and Deferred Premium Tax Charge, if any.
CASH VALUE -- The Cash Value equals:
1. the Account Value; less
2. the Surrender Charge, if any; less
3. the Deferred Premium Tax Charge if any; less
4. the Policy Maintenance Fee.
CASH SURRENDER VALUE -- The Cash Surrender Value equals:
1. the Cash Value; less
2. Debt, if any.
POLICY MAINTENANCE FEE -- The Policy Maintenance Fee is shown on the Schedule
Page.
SURRENDER CHARGE -- The Surrender Charge is shown on the Schedule Page.
DEFERRED PREMIUM TAX CHARGE -- The Deferred Premium Tax Charge is shown on the
Schedule Page.
MONTHLY DEDUCTION PROVISIONS
MONTHLY DEDUCTION AMOUNT -- The Monthly Deduction Amount equals:
1. the Administrative Charge; plus
2. the Mortality and Expense Risk Charge; plus
3. the Tax Expense Charge; plus
4. the Cost of Insurance Charge.
The Monthly Deduction is determined on the Policy Date and each Monthly
Anniversary of the Policy Date. The Monthly Deduction is deducted Prorata from
the Subaccount Values on each Processing Date.
ADMINISTRATIVE CHARGE -- The Administrative Charge is shown on the Schedule
Page.
MORTALITY AND EXPENSE RISK CHARGE -- The Mortality and Expense Risk Charge is
shown on the Schedule Page.
TAX EXPENSE CHARGE -- The Tax Expense Charge is shown on the Schedule Page.
COST OF INSURANCE CHARGE -- The Monthly Maximum Cost of Insurance Charge is
equal to:
1. the Maximum Cost of Insurance Charge Rate per $1,000 shown on the Schedule
Page; multiplied by
2. the Coverage Amount; divided by
3. $1,000.
The Coverage Amount equals:
1. the Death Benefit; less
2. the Account Value.
The actual Cost of Insurance Charge assessed by Cova may be less than the
Maximum Cost of Insurance Charge shown on the Schedule Page. Cova will determine
the actual Cost of Insurance Charge based on its expectation of future
experience.
Any change Cova makes to the actual Cost of Insurance Charge will be made on a
uniform basis for Insureds of the same age, sex and rate class whose coverage
has been in force for the same length of time. No change in insurance class or
cost will be made due to deterioration of the Insured's health.
TRANSFER PROVISIONS
Upon request while this Policy is in effect after the end of the Right To
Examine Period, You may make transfers between the Subaccounts.
A transfer is subject to the following:
1. The maximum number of transfers which may be made which are not subject to
a Transfer Fee is shown on the Schedule Page.
2. A Transfer Fee is deducted if a transfer exceeds the maximum number of
transfers not subject to a Transfer Fee. The Transfer Fee is shown on the
Schedule Page. The Transfer Fee is deducted from the amount which is
transferred.
3. The minimum amount which may be transferred is shown on the Schedule Page.
4. A transfer will be effected as of the end of the Valuation Period when Cova
receives an acceptable transfer request containing all required information
including the amount which is to be transferred and the Subaccount(s)
affected.
5. Neither Cova nor its Policy Service Office are liable for a transfer made
in accordance with Your instructions.
6. Cova reserves the right to restrict transfers to a maximum of 12 per year
and to restrict transfers from being made on consecutive Valuation Dates.
7. Your right to make transfers between the Subaccounts is subject to
modification if Cova determines, in its sole opinion, that the exercise of
the right by one or more Owners is, or would be, to the disadvantage of
other Owners. Restrictions may be applied in any manner reasonably designed
to prevent any use of the transfer right which is considered by Cova to be
the disadvantage of other Owners. A modification could be applied to
transfers to or from one or more of the Subaccounts and could include, but
not be limited to:
a) the requirement of a minimum time period between each transfer;
b) not accepting transfer requests of an agent acting under a power of
attorney on behalf of more than one Owner; or
c) limiting the dollar amount that may be transferred between the
Subaccounts by an Owner at any one time.
8. Under a Settlement Option, only one transfer may be made per Policy Year. A
transfer may be made from Variable Payments to Fixed Payments. No transfer
may be made from Fixed Payments to the Variable Payments.
TRANSFERS TO OR FROM SUBACCOUNTS -- A transfer from a Subaccount will result in
a reduction of the number of Accumulation Units credited to the Subaccount from
which the transfer is made. The reduction will equal: 1. the amount transferred;
divided by 2. the value of an Accumulation Unit for the Subaccount as of the
Valuation Date on which the transfer is made.
A transfer to a Subaccount will result in an increase in the number of
Accumulation Units credited to the Subaccount to which the transfer is made. The
increase will equal:
1. the amount transferred; divided by
2. the value of an Accumulation Unit for the Subaccount as of the Valuation
Date on which the transfer is made.
TERMINATION PROVISIONS
TERMINATION -- This Policy will terminate on the earliest of the following:
1. Total Surrender of this Policy;
2. the end of the Grace Period; or
3. the death of the Insured.
REINSTATEMENT -- If this Policy is terminated prior to the death of the Insured,
this Policy may be reinstated if:
1. a Total Surrender was not made for cash;
2. Your reinstatement request is made within 5 years of the end of the Grace
Period;
3. satisfactory evidence of insurability is provided to Cova;
4. any Debt is repaid or reinstated;
5. sufficient premium must be paid to:
a) cover all Monthly Deduction Amounts and the Policy Maintenance Fee
that are due and unpaid during the Grace Period; and
b) continue this Policy in force for 2 months after the date of
reinstatement.
The Face Amount of the reinstated policy cannot exceed the Face Amount at the
time of termination. After adjusting for past due charges, the Account Value on
the reinstatement date will equal:
1. the Account Value at the time of termination; plus
2. premium paid at the time of reinstatement.
The Surrender Charge, if any, and the Deferred Premium Tax Charge, if any, are
based on the number of Policy Years from the original Policy Date. The effective
date of the reinstatement is the next Processing Date following approval by Cova
of the application for reinstatement.
TOTAL SURRENDER -- You may terminate this Policy at any time by submitting a
written request to Cova. Cova will pay the Cash Surrender Value to You at the
time of surrender and Cova's liability under this Policy will cease.
PARTIAL SURRENDERS, ANNUAL WITHDRAWAL AMOUNT, SURRENDER CHARGE AND DEFERRED
PREMIUM TAX CHARGE PARTIAL SURRENDERS -- At any time after the Right to Examine
Period expires, You may, upon written request to Cova, make a Partial Surrender
of the Cash Surrender Value subject to the following:
1. A Partial Surrender must be for an amount at least equal to the Minimum
Partial Surrender Amount shown on the Schedule Page or, if smaller, the
remaining Cash Surrender Value.
2. The Account Value remaining after the Partial Surrender is completed must
be at least equal to the Remaining Account Value Amount shown on the
Schedule Page or Cova will terminate this Policy and pay the Cash Surrender
Value.
3. Unless You specify otherwise, the Partial Surrender will be deducted on a
Prorata basis from the Subaccounts.
4. The Face Amount will be reduced proportional to the reduction in the
Account Value resulting from the Partial Surrender.
ANNUAL WITHDRAWAL AMOUNT -- On a non-cumulative basis, You may make one or more
Partial Surrenders during any Policy Year equal to the Annual Withdrawal Amount
shown on the Schedule Page. The Deferred Premium Tax Charge is assessed against
the portion of the Annual Withdrawal Amount attributable to premiums
surrendered.
SURRENDER CHARGE AND DEFERRED PREMIUM TAX CHARGE -- A Total or Partial Surrender
of the Account Value may be subject to the Surrender Charge and Deferred Premium
Tax Charge. The Surrender Charge and the Deferred Premium Tax Charge are shown
on the Schedule Page.
The Policy Maintenance Fee is assessed against a Total Surrender.
No Surrender Charge or Deferred Premium Tax Charge is assessed if this Policy
terminates due to the death of the Insured.
POLICY LOANS
GENERAL -- At any time after the Right to Examine Period expires and while this
Policy is in force and not in the Grace Period, you may borrow against this
Policy by assigning it to Cova as sole security.
LOAN AMOUNTS -- The Maximum Loan Amount is equal to:
1. 90% of the Account Value; less
2. Loan Interest due on the next Policy Anniversary; less
3. the Surrender Charge, if any; less
4. the Policy Maintenance Fee, if any; less
5. the Deferred Premium Tax Charge, if any.
No new loan may be taken which, in combination with existing loans and accrued
interest, is greater than the Maximum Loan Amount. A loan amount will be
transferred from the Subaccounts to the Loan Account on a Prorata basis. The
Minimum Loan Amount for each new loan is shown on the Schedule Page. If total
loans equal or exceed the Cash Value, and sufficient loan repayment is not
received by Cova by the end of the Grace Period, this Policy will terminate
without value.
PREFERRED LOAN -- The amount available for a Preferred Loan is the amount by
which the Account Value exceeds the total Premiums paid which have not been
previously surrendered. The amount of the Loan Account equal to a Preferred Loan
will be credited with interest at the Preferred Loan Interest Rate. The
Preferred Loan Interest Rate is shown on the Schedule Page. The Preferred Loan
Amount will be determined at the intervals shown on the Schedule Page.
INTEREST CREDITED -- The amount of the Loan Account will be in excess of the
Preferred Loan credited daily with interest at the Loan Account Interest Rate.
The Loan Account Interest Rate is shown on the Schedule Page. The Preferred Loan
Amount will be determined at the intervals shown on the Schedule Page.
LOAN REPAYMENTS -- All or part of a Loan may be repaid at any time that:
1. this Policy is in force; and
2. the Insured is alive.
There is no minimum loan repayment amount. To repay a loan in full, the loan
repayment must equal the Debt.
The amount equivalent to a loan repayment will be deducted from the Loan Account
and allocated to the Subaccounts in the same percentage as premiums are
currently allocated to the Subaccounts.
Unless You request otherwise, all funds received while a loan is outstanding
will first be considered as a payment of any loan interest due, then as a loan
repayment, then as Premium paid.
LOAN INTEREST -- Loan Interest due Cova will accrue daily at a rate which does
not exceed the Policy Loan Interest Rate shown on the Schedule Page. Loan
Interest is due on each Policy Anniversary. If Loan Interest is not paid, the
difference between the value of the Loan Account and Debt will be transferred
from the Subaccounts on a Prorata Basis to the Loan Account. PAYMENT PROVISION
PAYMENTS BY COVA -- Cova will pay the Death Proceeds, Total and Partial
Surrenders and Loans attributable to the Subaccounts within 7 days of receipt of
all information needed to process the payment unless:
1. the New York Stock Exchange is closed on other than customary weekend and
holiday closings;
2. trading on the New York Stock Exchange is restricted;
3. an emergency exists as a result of which disposal of securities held in the
Variable Account is not reasonably practicable or it is not reasonably
practicable to determine the value of the net assets of the Variable
Account; or
during any other period when the Securities and Exchange Commission, by order,
so permits for the protection of Owners; provided that applicable rules and
regulations of the Securities and Exchange Commission will govern as to whether
the conditions described in (2) and (3) exist.
TAXES PROVISION
TAXES -- Cova may assess a charge against this Policy for any taxes attributable
to the Variable Account. Cova does not expect to incur such taxes.
GENERAL PROVISIONS
THE CONTRACT -- The entire contract consists of:
1. this Policy;
2. the Application which is attached to this Policy; and
3. any riders or endorsements attached to this Policy.
This Policy may be changed or altered only by the President or Secretary of
Cova. A change or alteration must be in writing.
RELIANCES -- This Policy has been issued based on the answers in the
Application. All statements in the Application will, in the absence of fraud, be
deemed representations and not warranties.
Neither Cova nor its Policy Service Office are liable for a request made in
accordance with Your instructions.
SUICIDE -- If, within 2 years from the Policy Date, the Insured dies by suicide,
while sane or insane, Cova's liability will be limited to Premiums paid less
Debt and less Partial Surrenders.
INCONTESTABILITY -- Cova cannot contest this Policy after it has been in force,
during the Insured's lifetime, for 2 years from the Policy Date except in the
case of fraud. If this Policy is reinstated, Cova may contest this Policy for 2
years after the date of reinstatement or for any statements made in the
Application for reinstatement.
MISSTATEMENT OF AGE AND/OR SEX -- If it is determined that the age and/or sex of
the Insured was misstated, on the date of death of the Insured, the Death
Benefit will be reduced or increased by the difference between the Death Benefit
at the misstated age and/or sex of the Insured and the Death Benefit that would
have been provided by the last Cost of Insurance Charge at the correct age
and/or sex of the Insured.
NON-PARTICIPATING -- This Policy is non-participating. It does not share in
Cova's surplus.
REPORTS -- At least once each calendar year, Cova will provide You with a report
showing:
1. the amount of Death Benefit;
2. the Account Value, Cash Value, Cash Surrender Value and Face Amount;
3. Premiums paid, Monthly Deduction Amounts and Loans since the last report;
4. the amount of any Debt;
5. notifications required by the provisions of this Policy; and
6. any other information required by the state where this Policy was
delivered. Cova will also send You any shareholder reports of the
Portfolios and any other notices, reports or documents as required by law.
Reports will be sent to Your last known address.
POLICY CHANGES -- To receive the tax treatment accorded life insurance under
Federal laws, insurance under this Policy must initially qualify and continue to
qualify as life insurance under the Internal Revenue Code. To maintain
qualification to the maximum extent permitted by law, Cova reserves the right to
return Premiums paid with interest which Cova determines will cause any coverage
under this Policy to fail to qualify as life insurance under applicable tax
laws. Additionally, Cova reserves the right to make changes in this Policy or to
make distributions to the extent Cova determines necessary to continue to
qualify this Policy as life insurance and to comply with applicable laws. Cova
will provide advance written notice of a change.
CLAIMS OF CREDITORS -- Proceeds described in this Policy will be free from
creditors' claims to the extent allowed by law.
ASSIGNMENT -- No assignment of this Policy by You will be binding on Cova until
it is filed with Cova. Cova assumes no responsibility for the validity of any
assignment. Any claim under an assignment will be subject to proof of the extent
of interest. If this Policy is assigned, Your rights and Beneficiary's rights
are subject to the rights of the assignee of record.
BASIS OF VALUES -- All values available under this Policy are at least equal to
those required by law. Where required, a detailed statement of the method of
computations has been filed with the insurance department of the state where
this Policy was delivered. Mortality and expense risks under this Policy are
borne by Cova.
OWNERSHIP AND BENEFICIARY
CHANGE OF OWNER OR BENEFICIARY -- The Owner and Beneficiary are named in the
Application unless changed by You. To change the Owner or Beneficiary, You must
notify Cova in writing while the Insured is alive. After Cova receives written
notice, the change will be effective as of the date You signed the notice,
whether or not the Insured is living when Cova receives it. However, the change
will be subject to any payment Cova made or actions Cova may have taken before
Cova received the request.
You may not change an irrevocable Beneficiary. If there is an irrevocable
Beneficiary, all policy changes except premium allocations and transfers require
the consent of the Beneficiary.
OWNERSHIP -- If the Owner dies while this Policy is in force and the Insured is
living, ownership rights pass to a successor owner, if any, or to the estate of
the Owner.
This Policy can be owned by joint owners. Authorization of the joint owners is
required for all policy changes except for telephone transfers.
NO NAMED BENEFICIARY -- If no named Beneficiary survives the Insured, then,
unless this Policy provides otherwise:
1. You will be the Beneficiary; or
2. if You are the Insured, Your estate will be the Beneficiary.
SETTLEMENT OPTIONS
GENERAL -- The Cash Surrender Value or the Death Proceeds may be paid in a lump
sum or may be applied to one of the following Settlement Options. No Total
Surrender or Partial Surrenders are permitted after payments begin. If the
amount applied under a Settlement Option is less than $5,000, Cova reserves the
right to make one lump sum payment in lieu of payments under the Settlement
Option. If the amount of a Settlement Option Payment would be or become less
than $100, Cova will reduce the frequency of payments to an interval which will
result in each payment being at least $100. The adjusted age of the Payee used
to determine payments under a Settlement Option is the Payee's age less one year
for every eight years elapsed between January 1, 1983 and the Income Date.
Cova may require proof of age of a Payee before making any payments under a life
Settlement Option under this Policy. If the age of the Payee has been misstated,
the amount payable will be the amount that the Cash Surrender Value would have
provided at the correct age.
After the Income Date, any under payments will be made up in one sum with the
next Payment. Any overpayments will be deducted from future Payments until the
total is repaid.
SETTLEMENT OPTIONS -- The following Settlement Options or any other option
acceptable to Cova may be elected.
OPTION 1: LIFE ANNUITY -- A life annuity is an annuity payable during the
lifetime of the Payee and terminating with the last payment preceding the death
of the Payee.
OPTION 2: LIFE ANNUITY WITH 5, 10 OR 20 YEARS GUARANTEED -- A life annuity with
a guaranteed period is an annuity payable monthly during the lifetime of the
Payee with the guarantee that payments will be made for a minimum of 5, 10 or 20
years, as elected. If, at the death of the Payee, payments have been made for
less than the guaranteed period elected, payments will continue to the
Beneficiary for the remainder of the guaranteed period.
OPTION 3: JOINT AND LAST SURVIVOR ANNUITY
- -- A joint and last survivor annuity is an annuity payable monthly during the
joint lifetime of the Payee and a designated second person, and thereafter
during the remaining lifetime of the survivor, ceasing with the last payment
prior to the death of the survivor. Based on the options currently offered Cova,
the Payee may elect that the payment to the survivor be less than the payment
made during the joint lifetime of the Payee and the designated second person.
OPTION 4: PAYMENTS FOR A DESIGNATED PERIOD
-- An amount payable monthly for the number of years elected which may be from
5 to 30 years. If the Payee dies before the end of the designated period,
payments will continue to the Beneficiary for the remainder of the designated
period.
ALLOCATION OF SETTLEMENT OPTION -- If a Settlement Option is elected, unless
otherwise specified, the Cash Surrender Value or Death Proceeds held in the
Subaccounts will be applied to provide Variable Payments based on the Prorata
amount in the applicable Subaccounts. Fixed Payments are also available.
VARIABLE PAYMENTS -- Variable Payments are payments which increase or decrease
in amount in accordance with the investment experience of the Subaccounts. After
the first monthly Variable Payment has been determined by using the appropriate
Annuity Table, the number of Subaccount Annuity Units is determined by dividing
the first monthly payment by the appropriate Subaccount Annuity Unit Value on
the effective date of the payments. The Annuity Unit Value for each Subaccount
will depend on the investment experience of the applicable Portfolio.
The number of Annuity Units remains fixed with respect to a particular
Subaccount. If You make a transfer between Subaccounts, the number of Annuity
Units will change when the transfer is made and will then remain fixed in number
following the election. Only one transfer may be made per Policy Year between
the Subaccounts.
The dollar amount of the second and subsequent Variable Payments is not
predetermined and may increase or decrease from month to month. The actual
amount of each Variable Payment after the first is determined by multiplying the
number of Subaccount Annuity Units by the Subaccount Annuity Unit Value. The
Subaccount Annuity Unit Value will be determined on the date the Variable
Payment is due. The Subaccount Annuity Unit Value is adjusted for an assumed
investment rate of 3%.
ANNUITY UNIT -- The value of an Annuity Unit for each Subaccount of the Variable
Account was arbitrarily set initially at $10. This was done when the first
Eligible Investment shares were purchased.
The Subaccount Annuity Unit Value at the end of any subsequent Valuation Period
is determined by multiplying the Subaccount Annuity Unit Value for the
immediately preceding Valuation Period by the net investment factor for the day
for which the Annuity Unit Value is being calculated.
NET INVESTMENT FACTOR -- The Net Investment Factor for any Subaccount of the
Variable Account for any Valuation Period is determined by dividing:
1. the Accumulation Unit Value as of the close of the current Valuation Period;
by
2. the Accumulation Unit Value as of the close of the immediately preceding
Valuation Period. The Net Investment Factor may be greater or less than
one, as the Annuity Unit Value may increase or decrease.
FIXED PAYMENTS -- Fixed Payments are payments for which the amount is
predetermined on the date the first payment is made. Fixed Payments are
determined by multiplying the amount applied to the Settlement Option by a rate
which is not less than the rate specified in the Settlement Option Tables.
DESCRIPTION OF TABLES -- The Settlement Option Tables show the minimum dollar
amount of the first monthly payment for each $1,000 applied under an option.
Under Option 1 and 2, the amount of each payment will depend upon the Adjusted
Age and sex of the Payee at the time the first payment is due. Under Option 3,
the amount of each payment will depend upon the Adjusted Age and sex of both
Payees at the time the first payment is due.
The Settlement Option Tables are based on the 1983 Individual Annuity Mortality
Tables, Male/Female, with interest at an effective annual rate of 3%.
<TABLE>
<CAPTION>
SETTLEMENT OPTION TABLE FOR OPTION 1
Life Annuity
Monthly Annuity Payment Under Option 1
For Each $1,000 Of Amount Applied
Male Female Male Female Male Female
Monthly Monthly Monthly Monthly Monthly Monthly
Age Payment Payment Age Payment Payment Age Payment Payment
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5 2.82 2.76 32 3.35 3.19 59 5.18 4.63
6 2.83 2.77 33 3.38 3.21 60 5.31 4.74
7 2.85 2.78 34 3.42 3.24 61 5.45 4.85
8 2.86 2.79 35 3.46 3.27 62 5.61 4.97
9 2.87 2.80 36 3.50 3.30 63 5.77 5.10
10 2.88 2.81 37 3.54 3.33 64 5.95 5.24
11 2.90 2.82 38 3.58 3.37 65 6.13 5.38
12 2.91 2.83 39 3.62 3.40 66 6.34 5.54
13 2.93 2.84 40 3.67 3.44 67 6.55 5.71
14 2.94 2.85 41 3.72 3.48 68 6.78 5.89
15 2.96 2.87 42 3.77 3.52 69 7.02 6.08
16 2.97 2.88 43 3.83 3.56 70 7.29 6.29
17 2.99 2.90 44 3.88 3.60 71 7.57 6.51
18 3.01 2.91 45 3.94 3.65 72 7.87 6.76
19 3.03 2.93 46 4.01 3.70 73 8.19 7.02
20 3.05 2.94 47 4.07 3.75 74 8.53 7.31
21 3.07 2.96 48 4.14 3.80 75 8.90 7.62
22 3.09 2.97 49 4.21 3.86 76 9.30 7.96
23 3.11 2.99 50 4.29 3.92 77 9.72 8.33
24 3.13 3.01 51 4.36 3.98 78 10.18 8.73
25 3.15 3.03 52 4.45 4.05 79 10.67 9.16
26 3.18 3.05 53 4.53 4.12 80 11.19 9.63
27 3.20 3.07 54 4.63 4.19 81 11.75 10.14
28 3.23 3.09 55 4.72 4.27 82 12.35 10.69
29 3.26 3.11 56 4.83 4.36 83 12.99 11.29
30 3.29 3.14 57 4.94 4.44 84 13.66 11.94
31 3.32 3.16 58 5.05 4.54 85+ 14.37 12.64
</TABLE>
<TABLE>
<CAPTION>
SETTLEMENT OPTION TABLE FOR OPTION 2 Life Annuity With 5, 10 or 20 Years
Guaranteed Monthly Annuity Payment Under Option 2 For Each $1,000 Of Amount
Applied
Male 5 Years 10 Years 20 Years Male 5 Years 10 Years 20 Years
Age Guaranteed Guaranteed Guaranteed Age Guaranteed Guaranteed Guaranteed
<S> <C> <C> <C> <C> <C> <C> <C>
5 2.82 2.82 2.82 46 4.00 3.98 3.88
6 2.83 2.83 2.83 47 4.06 4.04 3.94
7 2.84 2.84 2.84 48 4.13 4.10 3.99
8 2.86 2.86 2.85 49 4.20 4.17 4.04
9 2.87 2.87 2.86 50 4.27 4.27 4.10
10 2.88 2.88 2.88 51 4.35 4.31 4.16
11 2.90 2.89 2.89 52 4.43 4.39 4.22
12 2.91 2.91 2.90 53 4.52 4.47 4.28
13 2.92 2.92 2.92 54 4.61 4.56 4.34
14 2.94 2.94 2.93 55 4.70 4.65 4.40
15 2.96 2.95 2.95 56 4.80 4.74 4.47
16 2.97 2.97 2.96 57 4.91 4.84 4.53
17 2.99 2.99 2.98 58 5.03 4.94 4.60
18 3.01 3.00 3.00 59 5.15 5.05 4.66
19 3.03 3.02 3.02 60 5.28 5.17 4.73
20 3.04 3.04 3.04 61 5.41 5.29 4.79
21 3.06 3.06 3.05 62 5.56 5.42 4.86
22 3.09 3.08 3.07 63 5.72 5.55 4.92
23 3.11 3.10 3.10 64 5.88 5.69 4.98
24 3.13 3.13 3.12 65 6.06 5.84 5.04
25 3.15 3.15 3.14 66 6.25 5.99 5.10
26 3.18 3.17 3.16 67 6.45 6.15 5.15
27 3.20 3.20 3.19 68 6.66 6.31 5.20
28 3.23 3.23 3.21 69 6.88 6.48 5.24
29 3.26 3.25 3.24 70 7.12 6.65 5.29
30 3.29 3.28 3.27 71 7.37 6.82 5.32
31 3.32 3.31 3.30 72 7.63 7.00 5.36
32 3.34 3.34 3.33 73 7.91 7.18 5.39
33 3.38 3.38 3.36 74 8.20 7.36 5.41
34 3.42 3.41 3.39 75 8.51 7.53 5.43
35 3.45 3.45 3.42 76 8.83 7.71 5.45
36 3.49 3.49 3.46 77 9.16 7.88 5.47
37 3.53 3.53 3.49 78 9.51 8.05 5.48
38 3.58 3.57 3.53 79 9.88 8.21 5.49
39 3.62 3.61 3.57 80 10.25 8.37 5.50
40 3.67 3.66 3.61 81 10.64 8.51 5.51
41 3.72 3.71 3.65 82 11.03 8.65 5.51
42 3.77 3.76 3.70 83 11.42 8.78 5.52
43 3.82 3.81 3.74 84 11.82 8.90 5.52
44 3.88 3.86 3.79 85+ 12.21 9.00 5.52
45 3.91 3.92 3.84
</TABLE>
<TABLE>
<CAPTION>
SETTLEMENT OPTION TABLE FOR OPTION 2 Life Annuity With 5, 10 or 20 Years
Guaranteed Monthly Annuity Payment Under Option 2 For Each $1,000 Of Amount
Applied
Female 5 Years 10 Years 20 Years Female 5 Years 10 Years 20 Years
Age Guaranteed Guaranteed Guaranteed Age Guaranteed Guaranteed Guaranteed
<S> <C> <C> <C> <C> <C> <C> <C>
5 2.76 2.76 2.75 46 3.70 3.69 3.65
6 2.77 2.77 2.76 47 3.75 3.74 3.69
7 2.78 2.78 2.77 48 3.80 3.79 3.74
8 2.79 2.79 2.78 49 3.86 3.84 3.79
9 2.80 2.80 2.79 50 3.92 3.90 3.84
10 2.81 2.81 2.80 51 3.98 3.96 3.89
11 2.82 2.82 2.82 52 4.04 4.03 3.94
12 2.83 2.83 2.83 53 4.11 4.09 4.00
13 2.84 2.84 2.84 54 4.19 4.16 4.06
14 2.85 2.85 2.85 55 4.26 4.24 4.12
15 2.87 2.87 2.86 56 4.35 4.32 4.18
16 2.88 2.88 2.88 57 4.43 4.40 4.25
17 2.90 2.90 2.89 58 4.53 4.49 4.31
18 2.91 2.91 2.91 59 4.62 4.58 4.38
19 2.92 2.92 2.92 60 4.73 4.68 4.45
20 2.94 2.94 2.94 61 4.84 4.78 4.52
21 2.96 2.96 2.95 62 4.95 4.89 4.60
22 2.97 2.97 2.97 63 5.08 5.00 4.67
23 2.99 2.99 2.99 64 5.21 5.12 4.74
24 3.01 3.01 3.00 65 5.35 5.25 4.81
25 3.03 3.03 3.02 66 5.50 5.38 4.88
26 3.05 3.05 3.04 67 5.66 5.53 4.95
27 3.07 3.07 3.06 68 5.83 5.68 5.02
28 3.09 3.09 3.08 69 6.02 5.83 5.08
29 3.11 3.11 3.10 70 6.22 6.00 5.14
30 3.14 3.14 3.13 71 6.43 6.17 5.20
31 3.16 3.16 3.15 72 6.66 6.35 5.25
32 3.19 3.19 3.17 73 6.90 6.54 5.29
33 3.21 3.21 3.20 74 7.17 6.73 5.33
34 3.24 3.24 3.23 75 7.45 6.93 5.37
35 3.27 3.27 3.25 76 7.75 7.13 5.40
36 3.30 3.30 3.28 77 8.06 7.33 5.43
37 3.33 3.33 3.31 78 8.40 7.53 5.45
38 3.36 3.36 3.34 79 8.76 7.73 5.47
39 3.40 3.40 3.38 80 9.14 7.93 5.48
40 3.44 3.44 3.41 81 9.54 8.12 5.49
41 3.47 3.47 3.45 82 9.95 8.30 5.50
42 3.51 3.51 3.48 83 10.39 8.47 5.51
43 3.56 3.56 3.52 84 10.83 8.63 5.51
44 3.60 3.60 3.56 85+ 11.29 8.78 5.52
45 3.65 3.65 3.60
</TABLE>
SETTLEMENT OPTION TABLE FOR OPTION 3
Joint and Last Survivor Annuity
Monthly Annuity Payment Under Option 3
For Each $1,000 Of Amount Applied
Joint And 50% Survivor Annuity
Female
Age Male Age
50 55 60 65 70 75
50 4.03 4.21 4.42 4.68 4.98 5.32
55 4.20 4.40 4.63 4.92 5.25 5.62
60 4.41 4.63 4.89 5.21 5.58 6.01
65 4.67 4.91 5.21 5.57 6.00 6.49
70 4.97 5.25 5.59 6.01 6.52 7.10
75 5.34 5.67 6.06 6.56 7.17 7.87
Joint And 662/3% Survivor Annuity
Female
Age Male Age
50 55 60 65 70 75
50 3.86 4.00 4.16 4.33 4.51 4.70
55 4.02 4.19 4.38 4.58 4.79 5.02
60 4.20 4.40 4.63 4.87 5.14 5.41
65 4.40 4.64 4.91 5.22 5.55 5.89
70 4.61 4.90 5.23 5.62 6.04 6.49
75 4.85 5.18 5.58 6.06 6.62 7.22
Joint And 100% Survivor Annuity
Female
Age Male Age
50 55 60 65 70 75
50 3.57 3.65 3.72 3.76 3.80 3.82
55 3.71 3.83 3.94 4.02 4.08 4.13
60 3.83 4.01 4.17 4.31 4.42 4.50
65 3.94 4.17 4.41 4.64 4.83 4.98
70 4.02 4.31 4.63 4.96 5.28 5.54
75 4.09 4.42 4.82 5.27 5.74 6.19
Information about different age combinations will be
furnished upon request.
SETTLEMENT OPTION TABLE FOR OPTION 4
Payments For Designated Period
Monthly Annuity Payment Under Option 4
For Each $1,000 Of Amount Applied
Monthly Monthly Monthly
Years Payment Years Payment Years Payment
5 17.91 14 7.26 23 4.99
6 15.14 15 6.87 24 4.84
7 13.16 16 6.53 25 4.71
8 11.68 17 6.23 26 4.59
9 10.53 18 5.96 27 4.47
10 9.61 19 5.73 28 4.37
11 8.86 20 5.51 29 4.27
12 8.24 21 5.32 30 4.18
13 7.71 22 5.15
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
DEATH PROCEEDS PAYABLE AT DEATH
PERIOD OF COVERAGE NOT GUARANTEED
NONPARTICIPATING - NO DIVIDENDS
Cova Financial Services Life Insurance Company
700 Market Street
St. Louis, Missouri 63101
[SEAL OF THE SECRETARY OF STATE MISSOURI] STATE OF MISSOURI
JAMES C. KIRKPATRICK,
Secretary of State
Corporation Division
Certificate of Amendment and Restatement
I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, do
hereby certify that ASSURANCE LIFE COMPANY a corporation organized under the
Laws of Missouri, has delivered to me and that I have filed its Certificate of
Amendment of its Articles of Incorporation; that said Corporation has in all
respects complied with the requirements of law governing the Amendment of
Articles of Incorporation and that said Articles are amended in accordance
therewith.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the Great Seal of the State of Missouri, at the City of
Jefferson, this 27th day of April, A.D. 1983.
/s/ JAMES C. KIRKPATRICK
---------------------------------
Secretary of State
---------------------------------
Deputy Secretary of State
STATE OF MISSOURI DIVISION OF INSURANCE
Department of Consumer Affairs, Regulation and Licensing
P.O. Box 690, Jefferson City, MO 65102
CERTIFICATE OF AMENDMENT AND RESTATEMENT OF
ARTICLES OF INCORPORATION
I, Mary C. Hall, Deputy Director, Division of Insurance, Department of
Consumer Affairs, Regulation and Licensing, State of Missouri, do hereby
certify that ASSURANCE LIFE COMPANY, a corporation organized and existing
under the insurance laws of the State of Missouri, has delivered to me and I
have filed its Certificate of Amendment and Restatement of Articles of
Incorporation amending Article V of their Articles of Incorporation granting
authority to Assurance Life Company to increase the number of shares of
capital stock from 500,000 to 1,000,000 with a par value of $2.00 per share as
more fully set forth in the Certificate of Amendment and Restatement of the
Articles of Incorporation attached hereto.
I further certify that I have examined the Certificate of Amendment and
Restatement of the Articles of Incorporation and find that they conform to
law; that the proceedings were regular; that the condition and the assets of
the company justify the amendment and that the same will not be prejudicial to
the interests of the policyholders, all as provided by law.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
my office in Jefferson City, Missouri, this 27th day of April, 1983.
/S/ MARY C. HALL
--------------------------
MARY C. HALL, Deputy Director
Division of Insurance
Department of Consumer Affairs,
Regulation and Licensing
State of Missouri
[DIVISION OF INSURANCE]
CERTIFICATE OF AMENDMENT AND RESTATEMENT
OF THE ARTICLES OF INCORPORATION
OF ASSURANCE LIFE COMPANY
The undersigned, Assurance Life Company, a Missouri insurance corporation
(hereinafter called the "Corporation"), for the purpose of amending and
restating its Articles of Incorporation, does hereby make and execute this
Certificate of Amendment and Restatement of the Articles of Incorporation.
(1) The name of the Corporation is Assurance Life Company.
(2) The shareholders of the Corporation, at a Special Meeting held April
25, 1983, upon notice made as required by law, did, by unanimous vote of the
outstanding shares entitled to vote, adopt a resolution amending and restating
the Articles of Incorporation, as hereinafter set forth.
(3) The amended and restated Articles of Incorporation of said
corporation thus adopted are as follows:
ARTICLES OF INCORPORATION
OF
ASSURANCE LIFE COMPANY
ARTICLE I
The name of this corporation is ASSURANCE LIFE COMPANY.
ARTICLE II
The principal office of the corporation shall be located in Kansas City,
Missouri.
ARTICLE III
The duration of the corporation perpetual.
ARTICLE IV
The corporation is formed for the purpose of making insurance upon the
lives of individuals, and every assurance pertaining thereto or connected
therewith, and to grant, purchase and dispose of annuities and endowments of
every kind and description whatsoever, and to provide an indemnity against
death, and for weekly or other periodic indemnity for disability occasioned by
accident or sickness to the person of the insured, and generally to do all
such other things as shall be permitted a corporation of this kind by law and
not expressly prohibited by applicable provisions of Missouri law. The
accident and health insurance and life insurance shall be made separate
departments of the corporation.
In order to carry out the purposes for which it is organized, the
corporation shall have the following rights and powers to the extent not
inconsistent with or expressly prohibited by applicable provisions of Missouri
law:
A. To enter into any lawful contract or contracts with persons, firms,
corporations, other entities, governments or any agencies or subdivisions
thereof, including guaranteeing the performance of any contract or any
obligation of any person, firm, corporation or other entity.
B. To purchase and acquire, as a going concern or otherwise, and to
carry on, maintain and operate all or any part of the property or business of
any corporation, firm, association, entity, syndicate or person whatsoever,
deemed to be of benefit to the corporation, or of use in any manner in
connection with any of its purposes; and to dispose thereof upon such terms as
may seem advisable to the corporation.
C. To purchase or otherwise acquire, hold, sell, pledge, re-issue,
transfer or otherwise deal in, shares of the corporation's own stock, provided
that it shall not use its funds or property for the purchase of its own shares
of stock when such use would be prohibited by law, by the articles of
incorporation or by the bylaws of the corporation; and, provided further, that
shares of its own stock belonging to it shall not be voted upon directly or
indirectly.
D. To invest, lend and deal with moneys of the corporation in any lawful
manner, and to acquire by purchase, by the exchange of stock or other
securities of the corporation, by subscription or otherwise, and to invest in,
to hold for investment or for any other purpose, and to use, sell, pledge or
otherwise dispose of, and in general to deal in any interest concerning or
enter into any bonds, notes, debentures, certificates, receipts and other
securities and obligations of any government, state, municipality,
corporation, association or other entity, including individuals and
partnerships and, while owner thereof, to exercise all of the rights, powers
and privileges of ownership, including among other things, the right to vote
thereon for any and all purposes and to give consents with respect thereto.
E. To borrow or raise money for any purpose of the corporation and to
secure any loan, indebtedness or obligation of the corporation and the
interest accruing thereon, and for that or any other purpose to mortgage,
pledge, hypothecate or charge all or any part of the present or hereafter
acquired property, rights and franchises of the corporation, real, personal,
mixed or of any character whatever, subject only to limitations specifically
imposed by law.
F. To advise and counsel others and to act for and on behalf of others
concerning the acquisition, organization, promotion, development, financing,
operation, management, disposition and termination of corporations,
associations, partnerships, firms and investments of all kinds and to perform
any and all services relating to the foregoing and otherwise and to enter into
and perform contracts, agreements and undertakings in connection therewith.
G. To buy, lease, rent or otherwise acquire, own, hold, use, divide,
partition, develop, improve, operate and sell, lease, mortgage or otherwise
dispose of, deal in and turn to account real estate, leaseholds, and any and
all interests or estates therein or appertaining thereto; and to construct,
acquire, manage, operate, improve, maintain, own, sell, lease or otherwise
dispose of or deal in buildings, structures and improvements situated or to be
situate on any real estate or leasehold.
H. To do any or all of the things hereinabove enumerated along for its
own account, or for the account of others, or as the agent for others, or in
association with others or by or through others, and to enter into all lawful
contracts and undertakings in respect thereof.
I. In general, to carry on any other business in connection with each
and all of the foregoing or incidental thereto, and to carry on, transact and
engage in any and every lawful business or other lawful things calculated to
be of gain, profit or benefit to the corporation as fully and freely as a
natural person might do, to the extent and in the manner, and anywhere within
and without the State of Missouri, as it may from time to time determine; and
to have and exercise each and all of the powers and privileges, either direct
or incidental, which are given and provided by or are available under the laws
of the State of Missouri applicable to life insurance companies or applicable
to all insurance companies.
None of the purposes and powers specified in any of the paragraphs of
this Article IV shall be in any way limited or restricted by reference to or
inference from the terms of any other paragraph, and the purposes and powers
specified in each of the paragraphs of this Article IV shall be regarded as
independent purposes and powers. The enumeration of specific purposes and
powers in this Article IV shall not be construed to restrict in any manner the
general purposes and powers of this corporation, nor shall the expression of
one thing be deemed to exclude another, although it be of like nature. The
enumeration of purposes or powers herein shall not be deemed to exclude or in
any way limit by inference any purposes or powers which this corporation has
power to exercise, whether expressly by the laws of the State of Missouri, now
or hereafter in effect, or impliedly by any reasonable construction of such
laws.
ARTICLE V
The aggregate number of shares of capital stock which the corporation
shall have authority to issue is 1,000,000 shares each of a par value of Two
Dollars ($2.00) per share, amounting in the aggregate to Two Million Dollars
($2,000,000.00). Each share of stock shall be entitled to one vote except
that in the annual election of directors each shareholder shall have the right
of cumulative voting.
ARTICLE VI
The number of directors to constitute the present board of directors of
the corporation is nine. Hereafter, the number of directors of the
corporation shall be fixed by, or in the manner provided in, and elected in
the manner provided in, the bylaws of the corporation, the applicable
provisions of which shall be consistent with those provisions of the
General and Business Corporation Law of Missouri relating to election of
directors and not prohibited by applicable insurance law. Vacancies in the
board of directors shall be filled in the manner provided in the bylaws.
Directors need not be shareholders unless bylaws of the corporation require
them to be shareholders.
ARTICLE VII
Except as may be otherwise specifically provided by statute, or the
articles of incorporation or the bylaws of the corporation, as from time to
time amended, all powers of management, direction and control of the
corporation shall be, and hereby are, vested in the board of directors, and
shall be exercised by them and by such officers and agents as they may from
time to time appoint and empower. The board shall have the power to make such
bylaws, rules and regulations for the transaction of the business of the
corporation as are not inconsistent with these Articles or the laws of the
State of Missouri.
The bylaws of the corporation may from time to time be altered, amended,
suspended or repealed, or new bylaws may be adopted, by either of the
following ways: (i) by the affirmative vote, at any annual or special meeting
of the shareholders, of the holders of a majority of the outstanding shares of
stock of the corporation entitled to vote, or (ii) by resolution adopted by a
majority of the full board of directors; provided, however, that the power of
the directors to alter, amend, suspend or repeal the bylaws or any portion
thereof enacted by the shareholders may be denied as to any bylaws or portion
thereof enacted by the shareholders if at the time of such enactment the
shareholders shall so expressly provide.
ARTICLE VIII
The corporation reserves the right at any annual or special meeting of
shareholders to alter, amend or repeal any provision contained in its articles
of incorporation in the manner now or hereafter prescribed by the statutes of
Missouri, and all rights and powers conferred herein are granted subject to
this reservation.
(4) The number of shares outstanding and entitled to vote at the Special
Meeting of Shareholders on April 25, 1983, was 500,000 shares, of which
500,000 shares voted for the resolution amending and restating the Articles of
Incorporation and 0 shares voted against said resolution.
(5) The amended and restated Articles of Incorporation provide that the
corporation shall have authority to issue 1,000,000 shares of capital stock
each of the par value of $2 per share. The Articles of Incorporation
previously authorized 500,000 shares of capital stock, each of the par value
of $2 per share.
IN WITNESS WHEREOF, this Certificate of Amendment and Restatement is
executed in triplicate by the Corporation by its Vice President and Actuary
and Secretary this 25th day of April, 1983.
ASSURANCE LIFE COMPANY
By: /S/ R.C. JOHNSON
__________________________
Vice President and Actuary
Attest: /S/ J.K. BALES
__________________________
Secretary
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
Now on this 25th day of April, 1983, before me personally appeared R.C.
Johnson and J.K. Bales, to me known to be the persons who executed the
foregoing instrument and to me known to be, respectively, Vice President
and Actuary and Secretary of Assurance Life Company, and being first duly
sworn upon their oaths each did say that the statements and matters set forth
therein are true, and that they executed the same as their free act and deed
and as the free act and deed of said corporation for the purposes set forth
therein, and that the seal affixed is the corporate seal of said corporation,
and that said instrument was signed and sealed by authority of the
shareholders and Board of Directors of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year last above written.
/S/ TANYA JO THIERRY
_____________________________
Notary Public
My Commission Expires:
Tanya Jo Thierry
Notary Public
FILED AND CERTIFICATE ISSUED
APR 27, 1983
Corporation Dept., SECRETARY OF STATE
STATE OF MISSOURI
James C. Kirkpatrick, Secretary of State
Corporation Division
Statement of Change of Registered Agent or Registered
Office by Foreign or Domestic Corporations
INSTRUCTIONS
There is a $3.00 fee for filing this statement. It must be filed in
TRIPLICATE (all copies signed and notarized).
The statement should be sealed with the corporate seal. If it does not
have a seal, write "no seal" where the seal would otherwise appear.
The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business
address of the agent must be the same. The corporation cannot act as its own
registered agent.
Any subsequent change in the registered office or agent must be
immediately reported to the Secretary of State. These forms are available
upon request from the Office of the Secretary of State.
To SECRETARY OF STATE, Charter No. I-233744
P.O. Box 778
Jefferson City, Missouri 65102
The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:
1. The name of the corporation is Assurance Life Company.
2. The name of its PRESENT registered agent (before change) is James P.
Dalton, Esq.
3. The name of the new registered agent is Harold E. Henson, Vice President
and Secretary.
4. The address, including street number, if any, of its PRESENT registered
office (before change) is 314 East High Street, Jefferson City, Missouri
65101.
5. Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO BMA Tower - 700 Karnes Boulevard, Kansas City,
Missouri 64108.
6. The address of its registered office and the address of the business
office of its registered agent, as changed, will be identical.
7. Such change was authorized by resolution duly adopted by the board of
directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its PRESIDENT OR VICE-PRESIDENT, attested by its
SECRETARY OR ASSISTANT SECRETARY this 10th day of July, 1984.
Assurance Life Company
________________________________
NAME OF CORPORATION
(Corporate Seal) By /s/ HAROLD E. HENSON
________________________________
VICE PRESIDENT & SECRETARY
If no seal, state "none"
Attest: /s/ DAVID H. REID
______________________
ASSISTANT SECRETARY
STATE OF MISSOURI )
COUNTY OF JACKSON ) ss.
I, Lorna G. Brammell, a Notary Public, do hereby certify that on the 10th
day of July, 1984, personally appeared before me Harold E. Henson who declares
he is Vice President of the corporation, executing the foregoing document, and
being first duly sworn, acknowledged that he signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
(Notarial Seal) /S/ LORNA G. BRAMMELL
__________________________
NOTARY PUBLIC
My term expires January 25, 1985
LORNA G. BRAMMELL
NOTARY PUBLIC STATE OF MISSOURI
JACKSON CO.
MY COMMISSION EXPIRES JAN. 25, 1985
FILED JUL 13, 1984
ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
[SEAL OF THE SECRETARY OF STATE MISSOURI]
CORRECTED Certificate of Amendment
I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby
certify that XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY (FORMERLY:
ASSURANCE LIFE COMPANY), a corporation organized under the Laws of Missouri,
has delivered to me and that I have filed its Certificate of Amendment of its
Articles of Incorporation; that said Corporation has in all respects complied
with the requirements of law governing the Amendment of Articles of
Incorporation and that said Articles are amended in accordance therewith.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri,
do hereby certify that I have filed said Certificate of Amendment as provided
by law, and that the Articles of Incorporation of said corporation are amended
in accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set my
hand and affix the GREAT SEAL of the State
of Missouri. Done at the City of
Jefferson, this 8th day of July, 1985.
EFFECTIVE DATE OF September 1, 1985.
/s/ ROY D. BLUNT
[SEAL] ________________________
Secretary of State
RECEIVED OF: XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
FIFTEEN DOLLARS-------------Dollars $15.00
For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. I00233744
STATE OF MISSOURI DIVISION OF INSURANCE
Department of Economic Development
P.O. Box 690, Jefferson City, MO 65102-0690
DIRECTOR'S CERTIFICATE OF AMENDMENT
I, C. Donald Ainsworth, Director of the Division of Insurance, Department
of Economic Development, State of Missouri, do hereby certify that Assurance
Life Company, a corporation organized and existing under the insurance laws of
the State of Missouri, has delivered to me and I have filed its Certificate of
Amendment to its Articles of Incorporation as fully set forth and attached
hereto.
I further certify that I have examined the Certificate of Amendment to
the Articles of Incorporation and find that it conforms to law.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
my office in Jefferson City, Missouri, this 5th day of July, 1985.
/S/ C. DONALD AINSWORTH
--------------------------
Division of Insurance
Department of Economic
Development
State of Missouri
[DIVISION OF INSURANCE]
CERTIFICATE OF AMENDMENT AND RESTATEMENT
OF THE ARTICLES OF INCORPORATION
OF ASSURANCE LIFE COMPANY
The undersigned, Assurance Life Company, a Missouri insurance corporation
(hereinafter called the "Corporation"), for the purpose of amending its
Articles of Incorporation, does hereby make and execute this Certificate of
Amendment of the Articles of Incorporation.
(1) The name of the Corporation is Assurance Life Company.
(2) The shareholders of the Corporation, by written consent in lieu of a
meeting dated as of July 1, 1985, did unanimously adopt a resolution amending
the Articles of Incorporation, as hereinafter set forth.
(3) The Amendments to the Articles of Incorporation of said Corporation
thus adopted are as follows:
A. Article One is hereby amended to be effective on September 1, 1985,
to read as follows:
"The name of this Corporation is Xerox Financial Services Life
Insurance Company."
B. Article Two is hereby amended to read as follows:
"The principal office of the Corporation shall be located in
St. Louis, Missouri, and the Administrative Office of the
Corporation shall be located in Morristown, New Jersey."
(4) The number of shares outstanding and entitled to vote on July 1, 1985
was 550,000 shares, of which 550,000 shares voted for the resolution amending
the Articles of Incorporation and 0 shares voted against said resolution.
IN WITNESS WHEREOF, this Certificate of Amendment is executed in
triplicate by the Corporation by its Vice President and Treasurer and
Secretary this 2nd day of July, 1985.
ASSURANCE LIFE COMPANY
By: /S/ JOHN P. SKAHILL
--------------------------------------
Vice President and Actuary
Attest: /S/ ANTOINETTE C. BENTLEY
--------------------------------------
Secretary
STATE OF NEW JERSEY )
) ss.
COUNTY OF MORRIS )
Now on this 2nd day of July, 1985, before me personally appeared John P.
Skahill and Antoinette C. Bentley, to me known to be the persons who executed
the foregoing instrument and to me known to be, respectively, the Vice
President and Treasurer and Secretary of Assurance Life Company, and being
first duly sworn upon their oaths each did say that the statements and matters
set forth therein are true, and that they executed the same as their free act
and deed and as the free act and deed of said Corporation for the purposes set
forth therein, and that the seal affixed is the corporate seal of said
Corporation, and that said instrument was signed and sealed by authority of
the shareholders and Board of Directors of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year last above written.
/S/ LOUISE STECKI
_____________________________
Notary Public
My Commission Expires:
LOUISE STECKI
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires July 6, 1988
FILED AND ISSUED JULY 8, 1985
ROY D. BLUNT
Corporation Dept. SECRETARY OF STATE
STATE OF MISSOURI
Roy D. Blunt, Secretary of State
Corporation Division
Statement of Change of Registered Agent or Registered
Office by Foreign or Domestic Corporations
INSTRUCTIONS
There is a $3.00 fee for filing this statement. It must be filed in
DUPLICATE.
The statement should be sealed with the corporate seal. If it does not
have a seal, write "no seal" where the seal would otherwise appear.
The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business
address of the agent must be the same. The corporation cannot act as its own
registered agent.
Any subsequent change in the registered office or agent must be
immediately reported to the Secretary of State. These forms are available
upon request from the Office of the Secretary of State.
To SECRETARY OF STATE, Charter No. I-233744
P.O. Box 778
Jefferson City, Missouri 65102
The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:
1. The name of the corporation is Xerox Financial Services Life Insurance
Company.
2. The name of its PRESENT registered agent (before change) is Harold E.
Henson.
3. The name of the new registered agent is Verne Purvines.
4. The address, including street number, if any, of its PRESENT registered
office (before change) is 700 Karnes Boulevard - BMA Tower , Kansas City,
Missouri 64108.
5. Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO 10534 Natural Bridge Road, St. Louis, Missouri 631
6. The address of its registered office and the address of the business
office of its registered agent, as changed, will be identical.
7. Such change was authorized by resolution duly adopted by the board of
directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
executed in its name by its VICE-PRESIDENT & TREASURER, attested by its
ASSISTANT SECRETARY this 31st day of July, 1984.
Xerox Financial Services Life Insurance Company
___________________________________________________
NAME OF CORPORATION
(Corporate Seal) By /s/ JOHN H. SKAHILL
________________________________
VICE PRESIDENT & TREASURER
If no seal, state "none"
Attest: /s/ RICHARD G. MCCARTHY
---------------------------
ASSISTANT SECRETARY
STATE OF NEW JERSEY )
COUNTY OF MORRIS ) ss.
I, Cynthia M. Davatelis, a Notary Public, do hereby certify that on the
31st day of July, 1986, personally appeared before me John P. Skahill who
declares he is Vice President & Treasurer of the corporation, executing the
foregoing document, and being first duly sworn, acknowledged that he signed
the foregoing document in the capacity therein set forth and declared that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
(Notarial Seal) /S/ CYNTHIA M. DAVATELIS
__________________________
NOTARY PUBLIC
CYNTHIA M. DAVATELIS
NOTARY PUBLIC STATE OF NEW JERSEY
MY COMMISSION EXPIRES DEC. 19, 1988
FILED AUG 6, 1986
ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
[SEAL OF THE SECRETARY OF STATE MISSOURI]
Certificate of Amendment
I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby
certify that XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY, a corporation
organized under the Laws of Missouri, has delivered to me and that I have
filed its Certificate of Amendment of its Articles of Incorporation; that said
Corporation has in all respects complied with the requirements of law
governing the Amendment of Articles of Incorporation and that said Articles
are amended in accordance therewith.
NOW THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri,
do hereby certify that I have filed said Certificate of Amendment, as provided
by law, and that the Articles of Incorporation of said corporation are amended
in accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set my
hand and affix the GREAT SEAL of the State
of Missouri. Done at the City of
Jefferson, this 12th day of August, 1987.
/s/ ROY D. BLUNT
[SEAL] ________________________
Secretary of State
RECEIVED OF: XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
TWENTY DOLLARS-------------Dollars $20.00
For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. I00233744
STATE OF MISSOURI DIVISION OF INSURANCE
Department of Economic Development
P.O. Box 690, Jefferson City, MO 65102-0690
DIRECTOR'S CERTIFICATE OF AMENDMENT
I, Lewis R. Crist, Director, Division of Insurance, Department of
Economic Development, State of Missouri, do hereby certify that Xerox
Financial Services Life Insurance Company, a corporation organized and
operating under the insurance laws of the state of Missouri, has delivered to
me and I have filed its Certificate of Amendment of its Articles of
Incorporation as fully set forth and attached hereto.
I further certify that I have examined the Certificate of Amendment of
Articles of Incorporation and find that it conforms to law, that proceedings
were regular, that the condition and the assets of the company justify the
amendment and that same will not be prejudicial to the interests of the
policyholders, all as provided by law.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
my office in Jefferson City, Missouri, this 13th day of July, 1987.
/S/ LEWIS R. CRIST
--------------------------
LEWIS R. CRIST, Director
Division of Insurance
Department of Economic
Development
State of Missouri
[DIVISION OF INSURANCE]
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
The undersigned, Xerox Financial Services Life Insurance Company, a
Missouri insurance corporation (hereinafter called the "Corporation"), for the
purpose of amending its Articles of Incorporation, does hereby make and
execute this Certificate of Amendment of the Articles of Incorporation.
(1) The name of the Corporation is Xerox Financial Services Life
Insurance Company.
(2) The shareholders of the Corporation, by written consent in lieu of a
meeting dated as of June 18, 1987, did unanimously adopt a resolution amending
the Articles of Incorporation, as hereinafter set forth.
(3) The Amendment to the Articles of Incorporation of said Corporation
thus adopted are as follows:
A. Article II is hereby amended to read as follows:
"The principal office of the Corporation shall be located in Earth
City, Missouri, and the Administrative Office of the Corporation
shall be located in Morristown, New Jersey."
(4) The number of shares outstanding and entitled to vote on June 18,
1987 was 1,000,000 shares, of which 1,000,000 shares voted for the
resolution amending the Articles of Incorporation and 0 shares voted
against said resolution.
IN WITNESS WHEREOF, this Certificate of Amendment is executed in
triplicate by the Corporation by its Vice President and Counsel and Secretary
this 26th day of June, 1987.
XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
By: /S/ RICHARD G. MCCARTHY
__________________________
Vice President and Counsel
Attest: /S/ ANTOINETTE C. BENTLEY
__________________________
Secretary
STATE OF NEW JERSEY )
) SS
COUNTY OF MORRIS )
Now on this 26th day of June, 1987, before me personally appeared Richard
G. McCarthy and Antoinette C. Bentley, to me known to be the persons who
executed the foregoing instrument and to me known to be, respectively, the
Vice President and Counsel and Secretary of Xerox Financial Services Life
Insurance Company, and being first duly sworn upon their oaths each did say
that the statements and matters set forth therein are true, and that they
executed the same as their free act and deed and as the free act and deed of
said Corporation for the purposes set forth therein, and that the seal affixed
is the corporate seal of said Corporation, and that said instrument was signed
and sealed by authority of the shareholders and Board of Directors of said
Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year last above written.
/S/ GENE R. LEHNHARDT
_____________________________
Notary Public
My Commission Expires:
GENE R. LEHNHARDT
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Sept. 29, 1988
FILED AND ISSUED AUG 12, 1987
ROY D. BLUNT
Corporation Dept. SECRETARY OF STATE
STATE OF MISSOURI
ROY D. BLUNT OFFICE OF SECRETARY OF STATE
SECRETARY OF STATE JEFFERSON CITY 65102 314-751-4609
February 3, 1988
XEROX LIFE
ADMINISTRATIVE OFFICE
305 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960
ATTN: ANTOINETTE C. BENTLEY
RE: XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY (I00233744)
Dear Corporation:
This is to advise that on the above date we have filed for record in this
office a Statement of Change in the number of directors from nine (9) to
ten (10). (Pursuant to Chapter 351.055(6) and 351.085.2(4) RSMo.)
Very Truly Yours,
ROY D. BLUNT
Secretary of State
Corporation Division
Amendment Desk
FILED FEB 3, 1988
ROY D. BLUNT
SECRETARY OF STATE
Xerox Life
A XEROX Financial Services Company
Administrative Office
305 Madison Avenue
Morristown, New Jersey 07960
201-285-7000
February 1, 1988
The Secretary of State
State of Missouri
Jefferson City, Missouri 65101
RE: Xerox Financial Services Life Insurance Company
(the "Corporation")
__________________________________________________
Dear Sir:
In accordance with Section 351.085, subdivision (4), of the Missouri
General and Business Corporation Law, this is to advise you that by Consent of
the Board of Directors in Lieu of Meeting dated as of January 18, 1988, it was
resolved that the number of directors of the Corporation be fixed at ten (10).
Please acknowledge receipt of this letter by signing and returning the
enclosed copy of this letter in the self-addressed envelope provided.
Very truly yours,
/S/ ANTOINETTE C. BENTLEY
_____________________________
Antoinette C. Bentley
Secretary
ACB/grl
Enclosures
RECEIPT ACKNOWLEDGED:
By___________________________
Date ________________________
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
[SEAL OF THE SECRETARY OF STATE MISSOURI]
Certificate of Amendment
I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby
certify that XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY, a corporation
organized under the Laws of Missouri, has delivered to me and that I have
filed its Certificate of Amendment of its Articles of Incorporation; that said
Corporation has in all respects complied with the requirements of law
governing the Amendment of Articles of Incorporation and that said Articles
are amended in accordance therewith.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri,
do hereby certify that I have filed said Certificate of Amendment, as provided
by law, and that the Articles of Incorporation of said corporation are amended
in accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set my
hand and affix the GREAT SEAL of the State
of Missouri. Done at the City of
Jefferson, this 10th day of May 1988.
/s/ ROY D. BLUNT
[SEAL] ________________________
Secretary of State
RECEIVED OF: XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
FOUR THOUSAND TWENTY DOLLARS-------------Dollars $4,020.00
For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. I00233744
STATE OF MISSOURI DIVISION OF INSURANCE
Department of Economic Development
P.O. Box 690, Jefferson City, MO 65102-0690
DIRECTOR'S CERTIFICATE OF AMENDMENT
I, Lewis R. Crist, Director, Division of Insurance, Department of
Economic Development, State of Missouri, do hereby certify that Xerox
Financial Services Life Insurance Company, a corporation organized and
operating under the insurance laws of the state of Missouri, has delivered to
me and I have filed its Certificate of Amendment of its Articles of
Incorporation as fully set forth and attached hereto.
I further certify that I have examined the Certificate of Amendment of
Articles of Incorporation and find that it conforms to law, that proceedings
were regular, that the condition and the assets of the company justify the
amendment and that same will not be prejudicial to the interests of the
policyholders, all as provided by law.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
my office in Jefferson City, Missouri, this 5th day of May, 1988.
/S/ LEWIS R. CRIST
--------------------------
LEWIS R. CRIST, Director
Division of Insurance
Department of Economic
Development
State of Missouri
[DIVISION OF INSURANCE]
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
The undersigned, Xerox Financial Services Life Insurance Company, a
Missouri insurance corporation (hereinafter called the "Corporation"), for the
purpose of amending its Articles of Incorporation, does hereby make and
execute this Certificate of Amendment of the Articles of Incorporation.
(1) The name of the Corporation is Xerox Financial Services Life
Insurance Company.
(2) The shareholders of the Corporation, by written consent in lieu of a
meeting dated as of April 15, 1988, did unanimously adopt a resolution
amending the Articles of Incorporation, as hereinafter set forth.
(3) The Amendment to the Articles of Incorporation of said Corporation
thus adopted are as follows:
A. Article V is hereby amended to read as follows:
The aggregate number of shares of capital stock which the
corporation shall have authority to issue is 5,000,000 shares,
each of a par value of Two Dollars ($2.00) per share, amounting
the aggregate to Ten Million Dollars ($10,000,000.00). Each
share of stock shall be entitled to one vote except that in the
annual election of directors each shareholder shall have the
right of cumulative voting.
(4) The number of shares outstanding and entitled to vote on April 15,
1988 was 1,000,000 shares, each of a par value of Two Dollars ($2.00) per
share, of which 1,000,000 shares voted for the resolution amending the
Articles of Incorporation and 0 shares voted against said resolution.
IN WITNESS WHEREOF, this Certificate of Amendment is executed in
triplicate by the Corporation by its Vice President and Counsel and Secretary
this 2nd day of May, 1988.
XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
By: /S/ RICHARD G. MCCARTHY
__________________________
Vice President and Counsel
Attest: /S/ ANTOINETTE C. BENTLEY
__________________________
Secretary
STATE OF NEW JERSEY )
) SS
COUNTY OF MORRIS )
Now on this 2nd day of May, 1988, before me personally appeared Richard
G. McCarthy and Antoinette C. Bentley, to me known to be the persons who
executed the foregoing instrument and to me known to be, respectively, the
Vice President and Counsel and Secretary of Xerox Financial Services Life
Insurance Company, and being first duly sworn upon their oaths each did say
that the statements and matters set forth therein are true, and that they
executed the same as their free act and deed and as the free act and deed of
said Corporation for the purposes set forth therein, and that the seal affixed
is the corporate seal of said Corporation, and that said instrument was signed
and sealed by authority of the shareholders and Board of Directors of said
Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year last above written.
/S/ GENE R. LEHNHARDT
_____________________________
Notary Public
My Commission Expires:
GENE R. LEHNHARDT
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Sept. 29, 1988
FILED AND ISSUED MAY 10, 1988
ROY D. BLUNT
Corporation Dept. SECRETARY OF STATE
STATE OF MISSOURI
ROY D. BLUNT OFFICE OF SECRETARY OF STATE
SECRETARY OF STATE JEFFERSON CITY 65102 314-751-4609
June 21, 1988
XEROX LIFE
ADMINISTRATIVE OFFICE
305 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960
ATTN: VALERIE J. GASPARIK
RE: XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY (I00233744)
Dear Corporation:
This is to advise that on the above date we have filed for record in this
office a Statement of Change in the number of directors from ten (10) to
eleven (11). (Pursuant to Chapter 351.055(6) and 351.085.2(4) RSMo.)
Very Truly Yours,
ROY D. BLUNT
Secretary of State
Corporation Division
Amendment Desk
FILED JUN 21, 1988
ROY D. BLUNT
SECRETARY OF STATE
Xerox Life
A XEROX Financial Services Company
Administrative Office
305 Madison Avenue
Morristown, New Jersey 07960
201-285-7000
June 15, 1988
The Secretary of State
State of Missouri
Jefferson City, Missouri 65101
RE: Xerox Financial Services Life Insurance Company
(the "Corporation")
__________________________________________________
Dear Sir:
In accordance with Section 351.085, subdivision (4), of the Missouri
General and Business Corporation Law, this is to advise you that by Consent of
the Board of Directors in Lieu of Annual Meeting dated as of May 25, 1988, it
was resolved that the number of directors of the Corporation be fixed at
eleven (11).
Please acknowledge receipt of this letter by signing and returning the
enclosed copy of this letter in the self-addressed envelope provided.
Very truly yours,
/S/ VALERIE J. GASPARIK
_____________________________
Valerie J. Gasparik
Assistant Secretary
VJG/grl
Enclosures
cc: A.C. Bentley
RECEIPT ACKNOWLEDGED:
By___________________________
Date ________________________
RECEIVED JUN 21, 1988
ROY D. BLUNT
CORPORATION DEPT. SECRETARY OF STATE
STATE OF MISSOURI
ROY D. BLUNT OFFICE OF SECRETARY OF STATE
SECRETARY OF STATE JEFFERSON CITY 65102 314-751-4609
September 14, 1988
XEROX LIFE
ADMINISTRATIVE OFFICE
305 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960
ATTN: VALERIE J. GASPARIK
RE: XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY (I00233744)
Dear Corporation:
This is to advise that on the above date we have filed for record in this
office a Statement of Change in the number of directors from eleven (11) to
ten (10). (Pursuant to Chapter 351.055(6) and 351.085.2(4) RSMo.)
Very Truly Yours,
ROY D. BLUNT
Secretary of State
Corporation Division
Amendment Desk
FILED SEPT 14, 1988
ROY D. BLUNT
SECRETARY OF STATE
Xerox Life
A XEROX Financial Services Company
Administrative Office
305 Madison Avenue
Morristown, New Jersey 07960
201-285-7000
September 9, 1988
The Secretary of State
State of Missouri
Jefferson City, Missouri 65101
RE: Xerox Financial Services Life Insurance Company
(the "Corporation")
__________________________________________________
Dear Sir:
In accordance with Section 351.085, subdivision (4), of the Missouri
General and Business Corporation Law, this is to advise you that by Consent of
the Board of Directors in Lieu of Meeting dated as of August 24, 1988, it was
resolved that the number of directors of the Corporation be fixed at ten (10).
Please acknowledge receipt of this letter by signing and returning the
enclosed copy of this letter in the self-addressed envelope provided.
Very truly yours,
/S/ VALERIE J. GASPARIK
_____________________________
Valerie J. Gasparik
Assistant Secretary
VJG/grl
Enclosures
cc: A.C. Bentley
RECEIPT ACKNOWLEDGED:
By___________________________
Date ________________________
STATE OF MISSOURI
ROY D. BLUNT OFFICE OF SECRETARY OF STATE
SECRETARY OF STATE JEFFERSON CITY 65102 314-751-4609
October 23, 1989
CRUM & FOSTER
211 MT. AIRY ROAD
BASKING RIDGE, NEW JERSEY 07920
ATTN: VALERIE J. GASPARIK
RE: XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY (I00233744)
Dear Corporation:
This is to advise that on the above date we have filed for record in this
office a Statement of Change in the number of directors from ten (10) to
eleven (11). (Pursuant to Chapter 351.055(6) and 351.085.2(4) RSMo.)
Very Truly Yours,
ROY D. BLUNT
Secretary of State
Corporation Division
Amendment Desk
FILED OCT 23, 1989
ROY D. BLUNT
SECRETARY OF STATE
Crum & Foster Corporation
A XEROX Financial Services Company
211 Mt. Airy Road
Basking Ridge, New Jersey 07920
201-204-3500
October 20, 1989
The Secretary of State
State of Missouri
Jefferson City, Missouri 65101
RE: Xerox Financial Services Life Insurance Company
(the "Corporation")
__________________________________________________
Dear Sir:
In accordance with Section 351.085, subdivision (4), of the Missouri
General and Business Corporation Law, this is to advise you that by Consent of
the Board of Directors in Lieu of Meeting dated as of September 29, 1989, it
was resolved that the number of directors of the Corporation be fixed at
eleven (11).
Please acknowledge receipt of this letter by signing and returning the
enclosed copy of this letter in the self-addressed envelope provided.
Very truly yours,
/S/ VALERIE J. GASPARIK
_____________________________
Valerie J. Gasparik
Assistant Secretary
VJG/grl
Enclosures
cc: A. C. Bentley
RECEIPT ACKNOWLEDGED:
By___________________________
Date ________________________
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
[SEAL OF THE SECRETARY OF STATE MISSOURI]
Certificate of Amendment
I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby
certify that XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY, a corporation
organized under the Laws of Missouri, has delivered to me and that I have
filed its Certificate of Amendment of its Articles of Incorporation; that said
Corporation has in all respects complied with the requirements of law
governing the Amendment of Articles of Incorporation and that said Articles
are amended in accordance therewith.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri,
do hereby certify that I have filed said Certificate of Amendment, as provided
by law, and that the Articles of Incorporation of said corporation are amended
in accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set my
hand and affix the GREAT SEAL of the State
of Missouri. Done at the City of
Jefferson, this 30th day of January, 1990.
/s/ ROY D. BLUNT
[SEAL] ________________________
Secretary of State
RECEIVED OF: XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
TWENTY DOLLARS-------------Dollars $20.00
For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. I00233744
STATE OF MISSOURI
DIVISION OF INSURANCE
Department of Economic Development
P.O. Box 690, Jefferson City, MO 65102-0690
DIRECTOR'S CERTIFICATE OF AMENDMENT
I, Lewis E. Melahn, Director, Division of Insurance, Department of
Economic Development, State of Missouri, do hereby certify that Xerox
Financial Services Life Insurance Company, a corporation, organized and
existing under the insurance laws of the State of Missouri, has delivered to
me and I have filed its Certificate of Amendment of Articles of Incorporation
as more fully set forth in the Certificate of Amendment of Articles of
Incorporation as attached hereto.
I further certify that I have examined the Certificate of Amendment of
Articles of Incorporation and find it conforms to law; that the proceedings
were regular; that the condition and the assets of the company justify the
amendment and that same will not be prejudicial to the interests of the
policyholders, all as provided by law.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
my office in Jefferson City, Missouri, this 2nd day of January, 1990.
/S/ LEWIS E. MELAHN
--------------------------
LEWIS E. MELAHN, Director
Division of Insurance
Department of Economic
Development
State of Missouri
[DIVISION OF INSURANCE]
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
The undersigned, Xerox Financial Services Life Insurance Company, a
Missouri insurance corporation (hereinafter called the "Corporation"), for the
purpose of amending its Articles of Incorporation, does hereby make and
execute this Certificate of Amendment of the Articles of Incorporation.
(1) The name of the Corporation is Xerox Financial Services Life
Insurance Company.
(2) The shareholders of the Corporation, by written consent in lieu of a
meeting dated as December 21, 1989, did unanimously adopt a resolution
amending the Articles of Incorporation, as hereinafter set forth.
(3) The Amendment to the Articles of Incorporation of said Corporation
thus adopted are as follows:
A. Article II is hereby amended to read as follows:
"The principal office of the Corporation shall be located in
Hazelwood, Missouri, and the Administrative Office of the
Corporation shall be located in Lisle, Illinois."
(4) The number of shares outstanding and entitled to vote on December 21,
1989 was 1,765,000 shares, of which 1,765,000 shares voted for the resolution
amending the Articles of Incorporation and 0 shares voted against said
resolution.
XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
By: /S/ CHARLES S. ERNST
__________________________
Vice President and Counsel
Attest: /S/ VALERIE J. GASPARIK
__________________________
Assistant Secretary
STATE OF NEW JERSEY )
) SS
COUNTY OF SOMERSET )
Now on this 22nd day of December, 1989, before me personally appeared
Charles S. Ernst and Valerie J. Gasparik, to me known to be the persons who
executed the foregoing instrument and to me known to be, respectively, the
Vice President and Counsel and Assistant Secretary of Xerox Financial Services
Life Insurance Company, and being first duly sworn upon their oaths each did
say that the statements and matters set forth therein are true, and that they
executed the same as their free act and deed and as the free act and deed of
said Corporation for the purposes set forth therein, and that the seal affixed
is the corporate seal of said Corporation, and that said instrument was signed
and sealed by authority of the shareholders of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year last above written.
/S/ JACQUELINE G. SCHMIDT
_____________________________
Notary Public
My Commission Expires:
JACQUELINE G. SCHMIDT
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Oct. 12, 1994
FILED AND CERTIFICATE ISSUED January 30, 1990
ROY D. BLUNT
Corporation Dept. SECRETARY OF STATE
STATE OF MISSOURI
ROY D. BLUNT OFFICE OF SECRETARY OF STATE
SECRETARY OF STATE JEFFERSON CITY 65102 314-751-4609
June 12, 1990
XEROX LIFE
DEAN H. GOOSSEN
1001 WARRENVILLE RD.
LISLE, ILLINOIS 60532
RE: XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY (I00233744)
Dear Corporation:
This is to advise that on the above date we have filed for record in this
office a Statement of Change in the number of directors from eleven (11) to
ten (10). (Pursuant to Chapter 351.055(6) and 351.085.2(4) RSMo.)
Very Truly Yours,
ROY D. BLUNT
Secretary of State
Corporation Division
Amendment Desk
FILED JUN 12, 1990
ROY D. BLUNT
SECRETARY OF STATE
Xerox Life
A XEROX Financial Services Company
1001 Warrenville Rd.
Lisle, Illinois 60532
Inside Illinois: call collect
708-719-6207
June 1, 1990
The Secretary of State
State of Missouri
Jefferson City, Missouri 65101
RE: Xerox Financial Services Life Insurance Company (the "Corporation")
___________________________________________________________________
Dear Sir:
In accordance with Section 351.085, subdivision (4), of the Missouri
General and Business Corporation Law, this is to advise you that by Consent of
the Board of Directors in Lieu of Annual Meeting dated as of May 4, 1990,
it was resolved that the number of directors of the Corporation be fixed at
ten (10).
Please acknowledge receipt of this letter by signing and returning the
enclosed copy of this letter in the self-addressed, stamped envelope provided.
Very truly yours,
/S/ DEAN H. GOOSSEN
_____________________________
Dean H. Goossen
Vice President, General Counsel & Secretary
DHG/cv
Enclosures
RECEIPT ACKNOWLEDGED:
By___________________________
Date ________________________
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
[SEAL OF THE SECRETARY OF STATE MISSOURI]
Certificate of Amendment
I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby
certify that XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY, a corporation
organized under the Laws of Missouri, has delivered to me and that I have
filed its Certificate of Amendment of its Articles of Incorporation; that said
Corporation has in all respects complied with the requirements of law
governing the Amendment of Articles of Incorporation and that said Articles
are amended in accordance therewith.
NOW THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri,
do hereby certify that I have filed said Certificate of Amendment as provided
by law, and that the Articles of Incorporation of said corporation are amended
in accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set my
hand and affix the GREAT SEAL of the State
of Missouri. Done at the City of
Jefferson, this 4th day of March, 1991.
/s/ ROY D. BLUNT
[SEAL] ________________________
Secretary of State
RECEIVED OF: XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
TWENTY DOLLARS-------------Dollars $20.00
For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. I00233744
CERTIFICATE OF AMENDMENT OF ARTICLES
(to be executed in triplicate)
We, the undersigned president or vice president and secretary or assistant
secretary, on our oaths swear and certify to the truth of the following
statements:
(1) NAME OF THE INSURANCE COMPANY: XEROX FINANCIAL SERVICES LIFE INSURANCE
COMPANY. IF THE NAME OF THE INSURANCE COMPANY CHANGED AS A RESULT OF THIS
AMENDMENT, THE NAME OF THE INSURANCE COMPANY IMMEDIATELY BEFORE THIS AMENDMENT
WAS______________.
(2) THE DATE OF THE ADOPTION OF THE AMENDMENT BY THE SHAREHOLDERS, MEMBERS OR
OTHER GROUP OF PERSON ENTITLED TO VOTE ON THE AMENDMENT: December 19, 1990.
(3) THE AMENDMENT ADOPTED (attach additional pages if necessary):
A. Article II is hereby amended to read as follows:
"The principal office of the Corporation shall be located in
St. Louis, Missouri, and the Administrative Office of the
Corporation shall be located in Lisle, Illinois."
(4) THE NUMBER OF SHARES, MEMBERS, OR OTHER GROUP OF PERSONS ENTITLED TO VOTE,
OR IF A MUTUAL, THE NUMBER OF THE MEMBERS PRESENT EITHER IN PERSON OR BY PROXY
ENTITLED TO VOTE: 2,512,100.
(5) THE NUMBER OF SHARES, MEMBERS, OR OTHER GROUP OF PERSONS THAT VOTED FOR
AND AGAINST SAID AMENDMENT RESPECTIVELY: For: 2,512,100 Against: 0
(6) IF THE AMENDMENT EFFECTS A CHANGE IN THE NUMBER OR PAR VALUE OF AUTHORIZED
SHARES, THEN A STATEMENT SHOWING THE NUMBER OF SHARES AND PAR VALUE THEREOF
PREVIOUSLY AUTHORIZED: __________________________
/s/ STEPHEN P. CLARK
___________________________
Executive Vice President
PLACE CORPORATE SEAL HERE
(If no corporate seal, state "none".)
/s/ DEAN H. GOOSSEN
____________________________
Secretary
State of Illinois
County of Dupage
Subscribed and sworn to before me this 6th day of February 1991.
"OFFICIAL SEAL"
CATHERINE A. VRONA /S/ CATHERINE A. VRONA
NOTARY PUBLIC STATE OF ILLINOIS ________________________________
MY COMMISSION EXPIRES 1/4/92 NOTARY PUBLIC
My Commission expires 1/4/92.
____________________________________________________________________________ _
CERTIFICATE OF AMENDMENT OF THE DIRECTOR OF INSURANCE
(This certificate may be filled out only by the Director of Insurance)
I certify that I have examined the above Certificate of Amendment of Articles
as executed by the insurance company and find that it conforms to law, that
the proceedings were regular, that the condition and the assets of the company
justify the amendment, and that the same will not be prejudicial to the
interests of the policyholders, all as provided by law.
So Certified, Signed, and Official Seal Affixed on this date: 2-13-91.
/s/ LEWIS E. MELAHN
____________________________
LEWIS E. MELAHN
Director of Insurance
State of Missouri
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
The undersigned, Xerox Financial Services Life Insurance Company, a
Missouri insurance corporation (hereinafter called the "Corporation"), for the
purpose of amending its Articles of Incorporation, does hereby make and
execute this Certificate of Amendment of the Articles of Incorporation.
(1) The name of the Corporation is Xerox Financial Services Life
Insurance Company.
(2) The shareholders of the Corporation, by written consent in lieu of a
meeting dated as of December 19, 1990, did unanimously adopt a resolution
amending the Articles of Incorporation, as hereinafter set forth.
(3) The Amendment of the Articles of Incorporation of said Corporation
thus adopted are as follows:
A. Article II is hereby amended to read as follows:
"The principal office of the Corporation shall be located in
St. Louis, Missouri, and the Administrative Office of the
Corporation shall be located in Lisle, Illinois."
(4) The number of shares outstanding and entitled to vote on December 1,
1990 was 2,512,000 shares, of which 2,512,000 shares voted for the resolution
amending the Articles of Incorporation and 0 shares voted against said
resolution.
XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
By: /S/ STEPHEN P. CLARK
__________________________
Stephen P. Clark
Executive Vice President
& Chief Financial Officer
Attest: /S/ DEAN H. GOOSSEN
__________________________
Dean H. Goossen
Vice President, General Counsel
& Secretary
STATE OF ILLINOIS )
) SS
COUNTY OF DUPAGE )
Now on this 18th day of January, 1991, before me personally appeared
Stephen P. Clark and Dean H. Goossen, to me known to be the persons who
executed the foregoing instrument and to me known to be, respectively, the
Executive Vice President and Chief Financial Officer and the Vice President,
General Counsel and Secretary of Xerox Financial Services Life Insurance
Company, and being first duly sworn upon their oaths each did say that the
statements and matters set forth therein are true and that they executed the
same as their free act and deed and as the free act and deed of said
Corporation for the purposes set forth therein, and that the seal affixed is
the corporate seal of said Corporation, and that said instrument was signed
and sealed by authority of the shareholders of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year last above written.
/S/ CATHERINE A. VRONA
_____________________________
Notary Public
"OFFICIAL SEAL"
CATHERINE A. VRONA
NOTARY PUBLIC STATE OF ILLINOIS
MY COMMISSION EXPIRES 1/4/92
FILED AND CERTIFICATE ISSUED MAR 4, 1991
ROY D. BLUNT
Corporation Dept. SECRETARY OF STATE
STATE OF MISSOURI . . . Office of Secretary of State
Roy D. Blunt, Secretary of State
STATEMENT OF CHANGE OF REGISTERED AGENT OR REGISTERED OFFICE
INSTRUCTIONS
The filing fee for this change is $5.00.
Change must be filed in DUPLICATE.
The registered office may be, but need not be, the same as the place of
business of the corporation or limited partnership, but the registered office
and the business address of the agent must be the same. The corporation or
limited partnership cannot act as its own registered agent.
Any subsequent change in the registered office or agent must be
immediately reported to the Secretary of State. Forms are available upon
request.
Charter No. I00233744
The undersigned corporation or limited partnership, organized and
existing under the laws of the State of Missouri for the purpose of changing
its registered agent "The General and Business Corporation Act of Missouri,"
or the "Missouri Uniform Limited Partnership Law," represents that:
1. The name of the corporation/ltd. partnership is: XEROX FINANCIAL SERVICES
LIFE INSURANCE COMPANY.
2. The name of its registered agent before this change is: VERNE E. PURVINES.
3. The name of the new registered agent is: THOMAS R. DRUMMOND.
4. The address, including street number, if any, of its registered office
before this change is: 10534 Natural Bridge Road, St. Louis, Missouri 63134.
5. Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO: 77 Westport Plaza, Suite 351, St. Louis, Missouri
63146.
6. The address of its registered office and the address of the business
office of its registered agent, as changed will be identical.
7. Such change was authorized by resolution duly adopted by the board of
directors of the corporation or by the limited partnership.
IN WITNESS WHEREOF, the undersigned corporation or limited partnership
has caused this report to be executed in its name by its PRESIDENT or VICE
PRESIDENT of the corporation, or GENERAL PARTNER of the limited partnership,
and attested to by the assistant secretary of a corporation on the 31st
day of May, 1991.
XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
______________________________________________
Name of corporation or limited partnership
(Corporate Seal) By /s/ STEPHEN P. CLARK
________________________________
Executive Vice President of Corporation
or
If no seal, state "none" General Partner of limited partnership
Attest: /s/ DEAN H. GOOSSEN
__________________________
Secretary of Corporation
STATE OF ILLINOIS )
COUNTY OF DUPAGE ) ss.
I, Catherine Vrona, a Notary Public, do hereby certify that on the 31st
day of May, 1991, personally appeared before me Stephen P. Clark who declares
he is the Executive Vice President of the corporation, or a General Partner
of the limited partnership, executing the foregoing document, and being first
duly sworn, acknowledged that he signed the foregoing document in the capacity
therein set forth and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
(Notarial Seal) /S/ CATHERINE A. VRONA
__________________________
NOTARY PUBLIC
My Commission expires 1/4/92
"OFFICIAL SEAL"
CATHERINE A. VRONA
NOTARY PUBLIC STATE OF ILLINOIS
MY COMMISSION EXPIRES 1/4/92.
FILED JUN 3, 1991
SECRETARY OF STATE
P.O. BOX 778
JEFFERSON CITY, MO 65102
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
[SEAL OF THE SECRETARY OF STATE MISSOURI]
Certificate of Amendment
I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby
certify that XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY, a corporation
organized under the Laws of Missouri, has delivered to me and that I have
filed its Certificate of Amendment of its Articles of Incorporation; that said
Corporation has in all respects complied with the requirements of law
governing the Amendment of Articles of Incorporation and that said Articles
are amended in accordance therewith.
NOW THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri,
do hereby certify that I have filed said Certificate of Amendment, as provided
by law, and that the Articles of Incorporation of said corporation are amended
in accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set my
hand and affix the GREAT SEAL of the State
of Missouri. Done at the City of
Jefferson, this 2nd day of December, 1991.
/s/ ROY D. BLUNT
[SEAL] ________________________
Secretary of State
RECEIVED OF: XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
TWENTY DOLLARS-------------Dollars $20.00
For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. I00233744
CERTIFICATE OF AMENDMENT OF ARTICLES
(to be executed in triplicate)
We, the undersigned president or vice president and secretary or assistant
secretary, on our oaths swear and certify to the truth of the following
statements:
(1) NAME OF THE CORPORATION: XEROX FINANCIAL SERVICES LIFE INSURANCE
COMPANY. IF THE NAME OF THE INSURANCE COMPANY CHANGED AS A RESULT OF THIS
AMENDMENT, THE NAME OF THE INSURANCE COMPANY IMMEDIATELY BEFORE THIS AMENDMENT
WAS ________________________________________________________________________.
(2) THE DATE OF THE ADOPTION OF THE AMENDMENT BY THE SHAREHOLDERS, MEMBERS OR
OTHER GROUP OF PERSONS ENTITLED TO VOTE ON THE AMENDMENT: October 15, 1991.
(3) The Amendment adopted (attach additional pages if necessary):
Article II is hereby amended to read as follows:
"The principal office of the Corporation shall be located in
Jefferson City, Missouri, and the Administrative Office of the
Corporation shall be located in Oakbrook Terrace, Illinois."
(4) THE NUMBER OF SHARES, MEMBERS, OR OTHER GROUP OF PERSONS ENTITLED TO VOTE,
OR IF A MUTUAL, THE NUMBER OF THE MEMBERS PRESENT EITHER IN PERSON OR BY PROXY
ENTITLED TO VOTE: 2,696,100.
(5) THE NUMBER OF SHARES, MEMBERS OR OTHER GROUP OF PERSONS THAT VOTED FOR AND
AGAINST SAID AMENDMENT RESPECTIVELY: For: 2,696,100 Against: 0
(6) IF THE AMENDMENT EFFECTS A CHANGE IN THE NUMBER OR PAR VALUE OF AUTHORIZED
SHARES, THEN A STATEMENT SHOWING THE NUMBER OF SHARES AND PAR VALUE THEREOF
PREVIOUSLY AUTHORIZED: __________________________________________________.
By: /S/ STEPHEN P. CLARK
__________________________
Executive Vice President
PLACE CORPORATE SEAL HERE
(If no corporate seal, state "none".)
/s/ LINDA S. MACARZEAL
__________________________
Assistant Secretary
State of ILLINOIS
County of DUPAGE
Subscribed and sworn to before me this 31st day of October, 1991.
"OFFICIAL SEAL"
SUSAN MARIE GASKILL
NOTARY PUBLIC STATE OF ILLINOIS
MY COMMISSION EXPIRES 5/16/93 /S/ SUSAN MARIE GASKILL
____________________________
NOTARY PUBLIC
My Commission expires 5/16/93.
______________________________________________________________________________
CERTIFICATE OF AMENDMENT OF THE DIRECTOR OF INSURANCE
(This certificate may be filled out only by the Director of Insurance)
I certify that I have examined the above Certificate of Amendment of Articles
as executed by the insurance company and find that it conforms to law, that
the proceedings were regular, that the condition and the assets of the company
justify the amendment, and that the same will not be prejudicial to the
interests of the policyholders, all as provided by law.
So Certified, Signed, and Official Seal Affixed on this date: 11/8/91.
/S/ LEWIS E. MELAHN
_____________________________
LEWIS E. MELAHN
Director of Insurance
State of Missouri
STATE OF MISSOURI
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, MO 65102
Corporation Division
Statement of Change of Registered Agent or Registered Office
INSTRUCTIONS
1. The filing fee for this change is $10.00. Change must be filed in
DUPLICATE.
2. P.O. Box may only be used in conjunction with Street, Route or Highway.
3. Agent and address must be in the State of Missouri.
4. If a corporation, officers (president or vice president and secretary or
assistant secretary) must sign, and president's or vice president's signature
must be notarized.
5. If limited partnership, general partner must sign and have their signature
notarized.
Charter No. I-233744
The undersigned corporation or limited partnership, organized and existing
under the laws of the State of Missouri for the purpose of changing its
registered agent "The General and Business Corporation Act of Missouri," or
the "Missouri Uniform Limited Partnership Law," represents that:
1. The name of the corporation is Xerox Financial Services Life Insurance
Company.
2. The name of its registered agent before this change is Thomas R. Drummond.
3. The name of the new registered agent is Nick Monaco.
4. The address, including street number, if any, of its registered office
before this change is 77 Westport Plaza, Suite 351, St. Louis Missouri 63146.
5. Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO 237 E. High Street, Jefferson City, Missouri 65101.
6. The address of its registered office and the address of the business
office of its registered agent, as changed, will be identical.
7. Such change was authorized by resolution duly adopted by the board of
directors of the corporation or by the limited partnership.
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its President or Vice President of the corporation,
or General Partner of the limited partnership, and attested to by the
assistant secretary of a corporation on the 8th day of May, 1995.
XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
_______________________________________________
Name of corporation or limited partnership
(Corporate Seal) By /s/ J. ROBERT HOPSON
________________________________
President or Vice President of corporation
If no seal, state "none" or General Partner of limited partnership
Attest: /s/ JEFFERY K. HOELZEL
________________________________
Secretary or Assistant Secretary
of corporation
STATE OF ILLINOIS )
COUNTY OF DUPAGE ) ss.
I, Dolores K. Delgado, a Notary Public, do hereby certify that on the 8th
day of May, 1995, personally appeared before me J. Robert Hopson who declares
he/she is the President or Vice President of the corporation, or a General
Partner of the limited partnership, executing the foregoing document, and
being first duly sworn, acknowledged that he/she signed the foregoing document
in the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
(Notarial Seal) /S/ DOLORES K. DELGADO
__________________________
NOTARY PUBLIC
My Commission expires 3/9/96.
"OFFICIAL SEAL"
DOLORES K. DELGADO
NOTARY PUBLIC STATE OF ILLINOIS
MY COMMISSION EXPIRES 3/9/96
STATE OF MISSOURI
Rebecca McDowell Cook, Secretary of State
CORPORATION DIVISION
Certificate of Amendment
I, REBECCA MCDOWELL COOK, Secretary of State of the State of Missouri, do
hereby certify that COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (FORMERLY
XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY), a corporation organized
under the Laws of Missouri, has delivered to me and that I have filed its
Certificate of Amendment of its Articles of Incorporation; that said
Corporation has in all respects complied with the requirements of law
governing the Amendment of Articles of Incorporation and that said Articles
are amended in accordance therewith.
IN TESTIMONY WHEREOF, I have hereunto set my
hand and imprinted the GREAT SEAL of the State
of Missouri, on this, the 22nd day of June, 1995.
/s/ REBECCA MCDOWELL COOK
[SEAL] ______________________________
Secretary of State
$25.00
CERTIFICATE OF AMENDMENT OF ARTICLES
(to be executed in triplicate)
We, the undersigned, president or vice president and secretary or assistant
secretary, on our oaths swear and certify to the truth of the following
statements:
(1) NAME OF THE CORPORATION: COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY.
IF THE NAME OF THE INSURANCE COMPANY CHANGED AS A RESULT OF THIS AMENDMENT,
THE NAME OF THE INSURANCE COMPANY IMMEDIATELY BEFORE THIS AMENDMENT WAS XEROX
FINANCIAL SERVICES LIFE INSURANCE COMPANY.
(2) THE DATE OF THE ADOPTION OF THE AMENDMENT BY THE SHAREHOLDERS, MEMBERS OR
OTHER GROUP OF PERSONS ENTITLED TO VOTE ON THE AMENDMENT: JUNE 1, 1995.
(3) The Amendment adopted (attache additional pages if necessary): PLEASE SEE
EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN.
(4) THE NUMBER OF SHARES, MEMBERS, OR OTHER GROUP OF PERSONS ENTITLED TO VOTE,
OR IF A MUTUAL, THE NUMBER OF THE MEMBERS PRESENT EITHER IN PERSON OR BY PROXY
ENTITLED TO VOTE: 2,899,446 shares of Common Stock.
(5) THE NUMBER OF SHARES, MEMBERS OR OTHER GROUP OF PERSONS THAT VOTED FOR AND
AGAINST SAID AMENDMENT RESPECTIVELY: For: 2,899,446 Against: 0
(6) IF THE AMENDMENT EFFECTS A CHANGE IN THE NUMBER OR PAR VALUE OF AUTHORIZED
SHARES, THEN A STATEMENT SHOWING THE NUMBER OF SHARES AND PAR VALUE THEREOF
PREVIOUSLY AUTHORIZED: N/A.
By: /S/ WILLIAM L. MAXI
__________________________
President or Vice President
PLACE CORPORATE SEAL HERE
(If no corporate seal, state "none".)
/s/ JEFFERY K. HOELZEL
__________________________
Secretary or Assistant Secretary
State of ILLINOIS
County of DUPAGE
Subscribed and sworn to before me this 2nd day of June, 1995.
"OFFICIAL SEAL"
DOLORES K. DELGADO
NOTARY PUBLIC STATE OF ILLINOIS
MY COMMISSION EXPIRES 3/9/96. /S/ DOLORES K. DELGADO
____________________________
NOTARY PUBLIC
My Commission expires 3/9/96.
______________________________________________________________________________
CERTIFICATE OF AMENDMENT OF THE DIRECTOR OF INSURANCE
(This certificate may be filled out only by the Director of Insurance)
I certify that I have examined the above Certificate of Amendment of Articles
as executed by the insurance company and find that it conforms to law, that
the proceedings were regular, that the condition and the assets of the company
justify the amendment, and that the same will not be prejudicial to the
interests of the policyholders, all as provided by law.
So Certified, Signed, and Official Seal Affixed on this date: 6/22/95.
/S/ JAY ANGOFF
_____________________________
JAY ANGOFF
Director of Insurance
State of Missouri
EXHIBIT A
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY,
FORMERLY KNOWN AS
XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
1. Article I is hereby amended to read in its entirety as follows:
The name of this corporation is Cova Financial Services Life
Insurance Company.
2. Article II is hereby amended to read in its entirety as follows:
The principal office of the Corporation shall be located in
St. Louis, Missouri, and the Administrative Office of the
Corporation shall be located in Oakbrook Terrace, Illinois.
BY-LAWS
OF
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (Amended 6/1/95) (Formerly
Xerox Financial Services Life Insurance Company - Amended 9/1/85)
(Formerly Assurance Life Company)
a Missouri domiciled life insurance company
Article I
Shareholders
Section 1. Place of Meetings.
All meetings of the shareholders shall be held at the principal business
office of the corporation in Missouri, except such meetings as the board of
directors to the extent permissible by law expressly determines shall be
held elsewhere, in which case such meeting may be held, upon notice thereof
as hereinafter provided, at such other place or places, within or without
the State of Missouri, as the board of directors shall have determined, and
as shall be stated in such notice; and, unless specifically prohibited by
law, any meeting may be held at any place and time, and for any purpose, if
consented to in writing by all of the shareholders entitled to vote thereat.
Section 2. Annual Meetings.
An annual meeting of the shareholders to elect directors and to transact
such other business as may properly be brought before the meeting shall be
held each year at such date, time and place as the board of directors may
determine. (Amended 6/1/95)
Section 3. Special Meetings.
Special meetings of the shareholders may be called by the chairman of the
board, by the president, by the secretary, by the board of directors, or by
the holders of, or by any officer or shareholder upon the written request of
the holders of, not less than four-fifths of all outstanding shares entitled
to vote at any such meeting, and shall be called by an officer directed to
do so by the board of directors. Shareholders' requests for such special
meeting shall be in writing and shall state the nature of the business
desired to be transacted.
The "call" and the "notice" of any such meeting shall be deemed to be
synonymous.
Section 4. Notice of Meeting.
Written or printed notice of each meeting of the shareholders, whether
annual or special, stating the place, day and hour of the meeting, and, in
case of a special meeting, the purpose or purposes thereof, shall be
delivered or given to each shareholder entitled to vote thereat, either
personally or by mail, not less than ten (10) days or more than fifty (50)
days prior to the meeting, unless, as to a particular matter, other or
further notice is required by law, in which case such other or further
notice shall be given. In addition to such written or printed notice,
published notice shall be given if (and in the manner) then required by
law.
Any notice of a shareholders' meeting sent by mail shall be deemed to be
delivered when deposited in the United States mail with postage thereon
prepaid addressed to the shareholder at his address as it appears on the
records of the corporation.
Section 5. Presiding Officials.
Every meeting of the shareholders, for whatever object, shall be convened by
the chairman of the board, by the president, or by the officer or person who
called the meeting by notice as above provided.
Section 6. Business Which May Be Transacted at Annual Meeting.
At each annual meeting of the shareholders, the shareholders shall elect a
board of directors to hold office until the next succeeding annual meeting
or until their successors shall have been elected and qualified and they may
transact such other business as may be desired, whether or not the same was
specified in the notice of the meeting, unless the consideration of such
other business without its having been specified in the notice of the
meeting as one of the purposes thereof, is prohibited by law.
Section 7. Business Which May Be Transacted at Special Meetings.
Business transacted at all special meetings shall be confined to the
purposes stated in the notice of such meeting, unless the transaction of
other business is consented to by the holders of all of the outstanding
shares of stock of the corporation entitled to vote thereat.
Section 8. Quorum of Shareholders.
Except as otherwise provided by law or by the articles of incorporation, a
majority of the outstanding shares entitled to vote at any meeting
represented in person or by proxy shall constitute a quorum at a meeting of
the shareholders, but less than a quorum shall have the right successively
to adjourn the meeting to a specified date not longer than ninety days after
such adjournment, and no notice need be given of such adjournment to
shareholders not present at the meeting.
Section 9. Voting of Shareholders.
Each shareholder shall be entitled to as many votes on any proposition as
he has shares of stock in the corporation, and he may vote them in person
or by proxy. Such proxy shall be in writing and shall state the name of the
person authorized to cast such vote and the date of the meeting at which
such vote shall be cast, and no such proxy shall be valid unless the same
shall have been given within thirty days prior to the meeting at which such
vote is to be cast and shall be filed with the Secretary at or previous to
the time of the meeting and before the votes are cast.
If the board of directors does not close the transfer books or set a record
date for the determination of the shareholders entitled to notice of, and to
vote at, a meeting of shareholders, only the shareholders who are
shareholders of record at the close of business the twentieth day preceding
the date of the meeting shall be entitled to notice of, and to vote at, the
meeting, and any adjournment of the meeting.
Section 10. Registered Shareholders - Exceptions - Stock Ownership Presumed.
The corporation shall be entitled to treat the holders of the shares of
stock of the corporation, as recorded in the stock record or transfer books
of the corporation, as the holders of record and as the holders and owners
in fact thereof and, accordingly, the corporation shall not be required to
recognize any equitable or other claim to or interest in any such shares on
the part of any other person, firm, partnership, corporation or association,
whether or not the corporation shall have express or other notice thereof,
except as is otherwise expressly required by law, and the term "shareholder"
as used in these bylaws means one who is a holder of record of shares of the
corporation.
Article II
Board of Directors
Section 1. Directors - Number and Vacancies.
Unless and until changed by the board of directors as hereinafter provided,
the number of directors to constitute the board of directors of the
corporation shall be nine. (Amended 6/1/95) The board of directors, to the
extent permitted by law, shall have the power to change the number of
directors from time to time provided that any notice required by law of any
such change is duly given. Directors need not be shareholders unless the
Articles of Incorporation at any time so provide.
Vacancies on the board of directors shall be filled for the unexpired term
by a majority of the remaining directors, or, if they are unable to do so,
by vote of a majority of shareholders at an annual or special meeting.
Section 2. Removal of Directors.
Any director may be removed either with or without cause at any time by the
affirmative vote of the shareholders of record holding a majority of the
outstanding shares of the corporation entitled to vote for the election of
directors, given at a meeting of the shareholders called for that purpose,
or by the holders of a majority of the outstanding shares entitled to vote
for the election of directors without holding a meeting or notice but by
merely presenting their majority to the secretary of the corporation in
writing for the removal of a director or directors without cause. Any
director may be removed with cause by a majority of the total number of
directors constituting the entire Board of Directors at a meeting of the
Board of Directors. (Amended 6/1/95)
Section 3. Directors - Employment and Age Qualifications.
"Inside directors" shall be defined as any director who is also an employee
of the corporation, or any affiliate thereof, at the time first elected to
the board. "Outside director" shall be defined as any director who is not an
inside director. Directors shall hold office subject to the employment and
age qualifications contained herein, provided, however, the board of
directors may, by resolution adopted by a majority of the entire board,
waive such qualifications as to any director or candidate for the office of
director.
(1) Inside Directors. The term of office of any person serving as an
"inside director" shall cease upon the first to occur of the following
events:
(a) Termination of employment with the corporation and all affiliates
thereof for any reason, or
(b) Retirement pursuant to any retirement plan or pension plan
adopted by the corporation or any affiliate thereof.
(2) Outside directors. The person shall be eligible for election as an
"outside director" after he has attained age 70.
Section 4. Powers of the Board.
The property and business of the corporation shall be controlled and managed
by the directors, acting as a board. The board shall have and is vested with
all and unlimited powers and authorities, except as may be expressly limited
by law, the articles of incorporation or these bylaws, to do or cause to be
done any and all lawful things for and in behalf of the corporation, to
exercise or cause to be exercised any or all of its powers, privileges, and
franchises, and to seek the effectuation of its objects and purposes.
Section 5. Regular Meetings.
A regular meeting of the board of directors shall be held without notice
other than this By-Law immediateley after, and at the same place as, the
annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place, either within or without the State of
Missouri, for the holding of additional regular meetings without notice
other than such resolution. (Amended 6/1/95)
Section 6. Special Meetings.
Special Meetings of the board of directors shall be held at such time and
place as is specified in the notice of such meeting and shall be called by
the chairman of the board, the president, the secretary, any vice president,
or any one or more of the directors. Notice of any such meeting of the board
shall be given personally or by mail or telegram to each member of the board
at least two hours prior to the scheduled time of the meeting, but such
notice may be waived in writing or by telegram either before or after the
meeting, and attendance at the meeting by any director shall be deemed a
waiver of such notice.
Section 7. Quorum.
A majority of the full board of directors shall constitute a quorum for the
transaction of business, but less than a quorum may adjourn from time to
time until a quorum be obtained. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the
board of directors.
Section 8. Action Without a Meeting.
If all the directors severally or collectively consent in writing to any
action to be taken by the directors, such consents shall have the same force
and effect as an unanimous vote of the directors at a meeting duly held. The
secretary shall file such consents with the minutes of the meetings of the
board of directors.
Section 9. Advisory Directors.
The board of directors may appoint to the office of advisory director any
person whose abilities and interest in the corporation, in the opinion of
the board, qualify him to render service to the board in an advisory
capacity. Such advisory directors may receive notice of and attend meetings
of the board of directors, shall have no vote in the affairs of the
corporation and shall not be counted for the purposes of determining a
quorum or majority of the board of any purpose. Such advisory directors
shall serve in an advisory capacity to the board of directors only and no
action of the board shall be invalid because of the failure of any such
advisory director to receive notice of or to attend any meeting of the board
or to be informed of or to approve of any action taken by the board of
directors.
Section 10. Executive Committee.
The board of directors may, by resolution or resolutions adopted by a
majority of the whole board of directors, designate an executive committee,
such committee to consist of two or more directors of the corporation,
which committee, to the extent provided in said resolution or resolutions,
shall have and may exercise all of the authority of the board of directors
in the management of the corporation; provided, however, that the
designation of such committee and the delegation thereto of authority shall
not operate to relieve the board of directors, or any member thereof, of
any responsibility imposed upon it or him by law.
The executive committee shall keep regular minutes of its proceedings which
minutes shall be recorded in the minutes of the corporation. The secretary
or an assistant secretary of the corporation may act as secretary for the
committee if the committee so requests.
Section 11. Other Committees.
The board of directors may appoint a finance committee and fix its duties,
and may from time to time appoint such other committees as the board shall
deem advisable, including a committee or committees which shall have
authority to approve payments of salary in excess of $20,000 per annum to
any officer or employee of the corporation and authority to approve payment
of salary, compensation or emolument amounting in any year to more than
$20,000 to any other person, firm or corporation. The board of directors
shall appoint and fix the duties of such additional committees as they in
their discretion shall deem necessary or advisable for proper operation of
the corporation.
Section 12. Compensation of Directors and Committee Members.
Each director, as such, shall be entitled to receive reimbursement for his
reasonable expenses incurred in attending meetings of the board of directors
or any committee thereof or otherwise in connection with his attention to
the affairs of the Corporation. In addition, each director, who is not at
the time a regularly compensated officer or employee of the Corporation or
any of its affiliates, shall be entitled to such fee for his services as a
director (and if a member of any committee of the board of directors, such
fee for his services as such member) as may be fixed from time to time by
the board of directors. Such fees may be fixed both for meetings attended
and on an annual basis, or either thereof, and may be payable currently or
deferred. Nothing herein contained shall be construed to preclude any
director or committee member from serving the corporation or any of its
affiliates in any other capacity and receiving compensation thereof.
Article III
Officers
Section 1. Officers -Who Shall Constitute.
The officers of the corporation shall be a chairman of the board, a
president, one or more vice presidents, a secretary, a treasurer and one or
more assistant secretaries. The board shall elect or appoint a president
and secretary at its annual meeting held after each annual meeting of the
shareholders. The board then, or from time to time, may also elect or
appoint one or more of the other prescribed officers or any other officers
as it shall deem advisable, but need not elect or appoint any officers
other than a president and a secretary. The board may, if it desires,
further identify or describe any one or more of such officers.
The officers of the corporation need not be members of the board of
directors. Any two or more offices may be held by the same person, except
the office of president and secretary.
An officer shall be deemed qualified when he enters upon the duties of the
office to which he has been elected or appointed and furnished any bond
required by the board; but the board may also require of such person his
written acceptance and promise faithfully to discharge the duties of such
office.
Section 2. Term of Office.
Each officer of the corporation shall hold his office at the pleasure of the
board of directors or for such other period as the board may specify at the
time of his election or appointment, or until his death, resignation or
removal of the board, whichever occurs first. In any event, the term of
office of each officer of the corporation holding his office at the pleasure
of the board shall terminate at the annual meeting of the board next
succeeding his election or appointment and at which any officer of the
corporation is elected or appointed, unless the board provides otherwise at
the time of his election or appointment.
Section 3. Removal.
Any officer or agent elected or appointed by the board of directors, and any
employee, may be removed or discharged by the board whenever in its judgment
the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed.
Section 4. Salaries and Compensation.
Salaries and compensation of all elected or appointed officers, and of all
employees of the corporation shall be fixed, increased or decreased by the
board of directors, but this power, except as to the salary or compensation
of the chairman of the board and the president, may, unless prohibited by
law, be delegated by the board to the chairman of the board, the president,
a committee or such other officer or officers as the board may find
convenient to so empower.
Section 5. Delegation of Authority to Hire, Discharge and Designate Duties.
The board may from time to time delegate to the chairman of the board, the
president or other officer or executive employee of the corporation,
authority to hire, discharge and fix and modify the duties, salary or other
compensation of employees of the corporation under their jurisdiction, and
the board may delegate to such officer or executive employee similar
authority with respect to obtaining and retaining for the corporation the
services of attorneys, accountants and other experts.
Section 6. The Chairman of the Board.
The chairman of the board shall be the chief executive officer of the
corporation; he shall preside at all meetings of the shareholders and
directors; he shall have general supervision and active management of the
business and finances of the corporation and he shall see that all orders
and resolutions of the Board of Directors are carried into effect. (Amended
6/28/85)
Section 7. The President.
The president shall be the chief operating officer of the corporation. In
the absence of the chairmen of the board, he shall preside at meetings of
the shareholders and of the Board of Directors. In addition to any other
powers and duties that may be assigned to him by the board of directors, in
the absence of the chairman of the board in the event of his death,
inability or refusal to act, the president shall perform the duties of the
chairman of the board, and when so acting, shall have all powers of and be
subject to all of the restrictions upon the chairman of the board. (Amended
6/28/85)
Section 8. Vice Presidents.
The vice presidents in the order of their seniority, as determined by the
board, shall, in the absence, disability, or inability to act of the
president, perform the duties and exercise the powers of the president, and
shall perform such other duties as the board of directors shall from time to
time prescribe.
Section 9. The Secretary and Assistant Secretaries.
The secretary shall attend all meetings of the shareholders, and shall
record or cause to be recorded all votes taken and the minutes of all
proceedings in a minute book of the corporation to be kept for that purpose.
He shall perform like duties for the executive and other standing committees
when requested by the board or any such committee to do so.
He shall see that all books, records, lists and information, or duplicates
required to be maintained at the principal office for the transaction of the
business of the corporation in Missouri, or elsewhere, are so maintained.
He shall keep in safe custody the seal of the corporation, and when duly
authorized to do so shall affix the same to any instrument requiring it, and
when so affixed, he shall attest the same by his signature.
He shall perform such other duties and have such other authority as may be
prescribed elsewhere in these bylaws or from time to time by the board of
directors or the chief executive officer of the corporation, under whose
direct supervision he shall be.
He shall have the general duties, powers and responsibilities of a secretary
of a corporation.
Any assistant secretary, in the absence, disability or inability to act of
the secretary, may perform the duties and exercise the powers of the
secretary, and shall perform such other duties and have such other authority
as the board of directors may from time to time prescribe.
Section 10. The Treasurer and Assistant Treasurers.
The treasurer shall have responsibility for the safekeeping of the funds and
securities of the corporation, shall keep or cause to be kept full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall keep, or cause to be kept, all other books of account
and accounting records of the corporation. He shall deposit or cause to be
deposited all monies and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the
board of directors or by any officers of the corporation to whom such
authority has been granted by the board of directors.
He shall disburse, or permit to be disbursed, the funds of the corporation
as may be ordered, or authorized generally, by the board, and shall render
to the chief executive officer of the corporation and the directors whenever
they may require it, an account of all his transactions as treasurer and of
those under his jurisdiction, and of the financial conditions of the
corporation.
He shall perform such other duties and shall have such other responsibility
and authority as may be prescribed elsewhere in these bylaws or from time to
time by the board of directors.
He shall have the general duties, powers and responsibility of a treasurer
of a corporation, and shall, unless otherwise provided by the board, be the
chief financial and accounting officer of the corporation.
Any assistant treasurer, in the absence, disability or inability to act of
the treasurer, may perform the duties and exercise the powers of the
treasurer, and shall perform such other duties and have such other authority
as the board of directors may from time to time prescribe.
Section 11. Duties of Officers May Be Delegated.
If any officer of the corporation be absent or unable to act, or for any
other reason that the board may deem sufficient, the board may delegate, for
the time being, some or all of the functions, duties, powers and
responsibilities of any officer to any other officer, or to any other agent
or employee of the corporation or other responsible person, provided a
majority of the whole board of directors concurs therein.
Article IV
Indemnification and Liability of Directors, Officers & Employees
Section 1. Indemnification.
Each person who is or was a director, officer or employee of the corporation
or is or was serving at the request of the corporation as a director,
officer or employee of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person) shall be indemnified by the corporation as of right
to the full extent permitted or authorized by the laws of the State of
Missouri, as now in effect and as hereafter amended, against any liability,
judgment, fine, amount paid in settlement, cost and expenses (including
attorney's fees) asserted or threatened against and incurred by such person
in his capacity as or arising out of his status as a director, officer or
employee of the corporation or if serving at the request of the corporation,
as a director, officer, or employee or another corporation, partnership,
joint venture, trust or other enterprise. The indemnification provided by
this bylaw provision shall not be exclusive of any other rights to which
those indemnified may be entitled under any other bylaw or under any
agreement, vote of shareholders or disinterested directors or otherwise, and
shall not limit in any way any right which the corporation may have to make
different or further indemnifications with respect to the same or different
persons or classes of persons.
Section 2. Insurance.
The corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer or employee of the corporation, or is or
was serving at the request of the corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of these bylaws.
Section 3. Liability.
No person shall be liable to the corporation for any loss, damage, liability
or expense suffered by it on account of any action taken or omitted to be
taken by him as a director, officer or employee of the corporation or of any
other corporation which he serves as a director, officer or employee at the
request of the corporation, if such person (i) exercised the same degree of
care and skill as a prudent man would have exercised under the circumstances
in the conduct of his own affairs, or (ii) took or omitted to take such
action in reliance upon advice of counsel for the corporation, or for such
other corporation, or upon statements made or information furnished by
directors, officers, employees or agents of the corporation, or of such
other corporation, which he had no reasonable grounds to disbelieve.
Article V
Capital Stock
Section 1. Issuance of Certificate.
Shares of the capital stock of the corporation may be represented by entry
on the stock record or transfer books of the corporation and need not be
represented by certificates. When shares of stock of the corporation are
represented by certificates, such certificates shall be numbered, shall be
in such form as may be prescribed by the board of directors in conformity
with law, and shall be entered in the stock books of the corporation as they
are issued. Such entries shall show the name and address of the person,
firm, partnership, corporation or association to whom each certificate is
issued. Each certificate shall have printed, typed or written thereon the
name of the person, firm, partnership, corporation or association to whom it
is issued and the number of shares represented thereby. It shall be signed
by the president or a vice president and the secretary or any assistant
secretary or the treasurer or an assistant treasurer or the chairman of the
board or the chief executive officer of the corporation, provided each
certificate is signed by two officers who are not the same person and sealed
with the seal of the corporation, which seal may be immediately, engraved or
printed. If the corporation has a transfer agent or a transfer clerk who
signs such certificates, the signatures of any of the other officers above
mentioned may be immediately facsimiled, engraved or printed. In case any
such officer who has signed or whose facsimile signature has been placed
upon any such certificate shall have ceased to be such officer before such
certificate is issued, such certificate may nevertheless be issued by the
corporation with the same effect as if such officer were an officer at the
date of its issue.
Section 2. Transfers of Shares - Transfer Agent - Registrar.
Transfers of shares of stock shall be made on the stock record or transfer
books of the corporation only by the person named in the stock certificate,
or by his attorney lawfully constituted in writing, and upon surrender of
the certificate therefor. The stock record book and other transfer records
shall be in the possession of the secretary or of a transfer agent or
transfer clerk for the corporation. The corporation, by resolution of the
board, may from time to time appoint a transfer agent or transfer clerk, and
if desired, a registrar, under such arrangements and upon such terms and
conditions as the board deems advisable, but until and unless the board
appoints some other person, firm or corporation as its transfer agent or
transfer clerk (and upon the revocation of any such appointment, thereafter
until a new appointment is similarly made) the secretary of the corporation
shall be the transfer agent or transfer clerk of the corporation without the
necessity of any formal action of the board, and the secretary or any person
designated by him, shall perform all the duties thereof.
Section 3. Lost Certificates.
In case of the loss or destruction of any certificate for shares of stock of
the corporation, another may be issued in its place upon proof of such loss
or destruction and upon the giving of a satisfactory bond of indemnity to
the corporation and the transfer agent and registrar of such stock, if any,
in such sum as the board of directors may provide, provided, however, that a
new certificate may be issued without requiring a bond when in the judgment
of the board it is proper to do so.
Section 4. Regulations.
The board of directors shall have power and authority to make all such rules
and regulations as it may deem expedient concerning the issue, transfer,
conversion and registration of and all other rights pertaining to
certificates for shares of stock of the corporation, not inconsistent with
the laws of Missouri, the articles of incorporation or these bylaws.
Article VI
General
Section 1. Fixing of Capital - Transfers of Surplus.
Except as may be specifically otherwise provided in the articles of
incorporation, the board of directors is expressly empowered to exercise all
authority conferred upon it or the corporation by any law or statute, and in
conformity therewith, relative to:
(i) the determination of what part of the consideration received for shares
of the corporation shall be stated capital,
(ii) increasing stated capital,
(iii) transferring surplus to stated capital,
(iv) the consideration to be received by the corporation for its shares, and
(v) all similar or related matters;
provided that any concurrent action or consent by or of the corporation and
its shareholders required to be taken or given pursuant to law, shall be
duly taken or given in connection therewith.
Section 2. Dividends.
Dividends upon the outstanding shares of the corporation, subject to the
provisions of the articles of incorporation and of any applicable law, may
be declared by the board of directors at any meeting. Dividends may be paid
in cash, in property, or in shares of the corporation's stock. Liquidating
dividends or dividends representing a distribution of paid-in surplus or a
return of capital shall be made only when and in the manner permitted by
law.
Section 3. Checks.
All checks and similar instruments for the payment of money shall be signed
by such officer or officers or such other person or persons as the board of
directors may from time to time designate. If no such designation is made,
and unless and until the board otherwise provides, the president and
secretary or the president and treasurer, shall have power to sign all such
instruments for, in behalf and in the name of the corporation which are
executed or made in the ordinary course of the corporation's business.
Section 4. Records.
The corporation shall keep at its principal place of business, in Missouri,
original or duplicate books in which shall be recorded the number of its
shares subscribed, the names of the owners of its shares, the numbers owned
of record by them respectively, the amount of shares paid, and by whom, the
transfer of said shares with the date of transfer, the amount of its assets
and liabilities, and the names and places of residence of its officer, and
from time to time such other or additional records, statements, lists and
information as may be required by law, including shareholders' lists.
Section 5. Inspection of Records.
A shareholder, if he be entitled and demands to inspect the records of the
corporation pursuant to any statutory or other legal right, shall be
privileged to inspect such records only during the usual and customary
hours of business and in such manner as will not unduly interfere with the
regular conduct of the business of the corporation. A shareholder may
delegate his right of inspection to a certified or public accountant on the
condition, to be enforced at the option of the corporation, that the
shareholder and accountant agree with the corporation to furnish to the
corporation promptly a true and correct copy of each report with respect to
such inspection made by such accountant. No shareholder shall use, permit
to be used or acquiesce in the use by others of any information so obtained
to the detriment competitively of the corporation, nor shall he furnish or
permit to be furnished any information so obtained to any competitor or
prospective competitor of the corporation. The corporation as a condition
precedent to any shareholder's inspection of the records of the corporation
may require the shareholder to indemnify the corporation, in such manner
and for such amount as may be determined by the board of directors, against
any loss or damage which may be suffered by it arising out of or resulting
from any unauthorized disclosure made or permitted to be made by such
shareholder of information obtained in the course of such inspection.
Section 6. Corporate Seal.
The corporate seal shall have inscribed thereon the name of the corporation
and the words: Corporate Seal - Missouri. Said seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
Section 7. Amendments.
The bylaws of the corporation may from time to time be suspended, repealed,
amended or altered, or new bylaws may be adopted, in the manner provided in
the articles of incorporation.
Section 8. Execution of Instruments.
Except as the Board of Directors may by resolution generally or in specific
instances otherwise provide, the chairman of the board, the president or any
vice president shall have power on behalf of the corporation:
(a) to execute, affix the corporate seal manually or by facsimile to,
acknowledge, verify and deliver any contracts, obligations instruments
and documents whatsoever in connection with its business, including
without limiting the foregoing, any bonds, guarantees, undertakings,
recognizance, powers of attorney or revocations of any powers of
attorney, stipulations, deeds, leases, mortgages, releases and
satisfactions;
(b) to appoint one or more persons for any or all of the purposes
mentioned in the preceding subsection (a) of this Section 8, including
affixing the seal of the corporation. (Amended 6/28/85)
Send application and check to:
Cova Financial Services Life
Insurance Company
P.O. Box 10366
Des Moines, Iowa 50306-0366
COVA
Cova Financial Services Life Insurance Company
VARIABLE LIFE INSURANCE APPLICATION
1. OWNER (If different than Proposed Insured named in Item 3)
Name [John L. Doe]
_______________________________________
(First) (Middle) (Last)
Address [123 Elm Street]
___________________________________
(Street)
[Anytown IL 60001]
_______________________________________
(City) (State) (Zip)
Soc. Sec. or Tax I.D. Number [123-45-6789]
_____________
Phone Number [708-123-4567]
_____________
______________
2. JOINT OWNER (if applicable)
Name
_______________________________________
(First) (Middle) (Last)
Address
___________________________________
(Street)
_______________________________________
(City) (State) (Zip)
Soc. Sec. or Tax I.D. Number [ ]
_____________
Phone Number [ ]
______________
3. PROPOSED INSURED
Name [John D. Doe]
_______________________________________
(First) (Middle) (last)
Address [123 Elm Street]
____________________________________
(Street)
[Anytown IL 60001]
_______________________________________
(City) (State) (Zip)
Occupation [Sales Manager}
_________________________________
Sex [x] M [ ] F Age 35
Birth date 4 / 12 /61
_____________________________________
Month Day Year
Place of Birth Anytown IL USA
_____________________________
City State Country
Soc. Sec. No. 123-45-6789
___________
Phone Number (708) 123-4567
_______________
4. PROPOSED JOINT INSURED (If applicable. Must be spouse of Proposed Insured
named in Item 3.)
Name
_______________________________________
(First) (Middle) (last)
Address
___________________________________
(Street)
_______________________________________
(City) (State) (Zip)
Occupation _________________________________
Sex [ ] M [ ] F Age
Birthdate
_____________________________________
Month Day Year
Place of Birth
_____________________________
City State Country
Soc. Sec. No.
___________
Phone Number
_______________
5. Has the Proposed Insured ever been diagnosed or treated for: cancer, heart
attack, chest pain, stroke or insulin dependent diabetes?
[ ] Yes [ ] No
Proposed Joint Insured? [ ] Yes [ ] No
6. AMOUNT OF INSURANCE/PREMIUM
Initial Premium $ [10,000]
_____________
I (We)(Owner) acknowledge that it is my (our) intention that the policy be
issued at the face amount corresponding to the maximum premium limit
percentage. If not, choose one: [ ] 80% [ ] 90%
Face Amount $ [61,230]
____________
7. PREMIUM ALLOCATION
(Must be whole percentages. Must equal 100%.)
[J.P. Morgan Investment Management] [Lord Abbett]
[40]% [Select Equity Portfolio] [40]% [Growth & Income Portfolio]
[ ]% [Large Cap Stock Portfolio] [ ]% [Bond Debenture Portfolio]
[ ]% [Small Cap Stock Portfolio]
[ ]% [International Equity Portfolio] [Conning]
[ ]% [Quality Bond Portfolio] [20]% [Money Market Portfolio]
8. ALLOCATION DURING RIGHT TO EXAMINE
As described in the accompanying Prospectus, the initial premium will be
allocated to the [Money Market Portfolio] during the Right to Examine Period.
Thereafter, the premiums will be allocated as directed in the Premium
Allocation Section.
9. UNDERWRITING CONTRACT INFORMATION
PROPOSED INSURED
Contact at:[X] Home [708-123-4567]
_________________
(Phone Number)
[ ] Business
_________________
(Phone Number)
Best days and time [After 7PM]
__________________
Special Remarks
_______________________
PROPOSED JOINT INSURED
Contact at:[ ] Home
_________________
(Phone Number)
[ ] Business
_________________
(Phone Number)
Best days and time
__________________
Special Remarks
_______________________
10. If Cova is unable to issue a life insurance policy, do you wish to apply
for an annuity? [ ] Yes [X] No
11. SUITABILITY
<TABLE>
<CAPTION>
<S> <C>
A. Is the policy applied for consistent with your
insurance needs and financial objectives? [X] Yes [ ] No
B. Do you understand that the amount and duration of the
death benefit may vary, depending on the investment
performance of the portfolios? [X] Yes [ ] No
C. Do you understand that the policy values may increase
or decrease, depending on the investment performance of
the portfolios? [X] Yes [ ] No
D. Did you receive the current prospectus for the policy
applied for? [X] Yes [ ] No
E. Do you understand that the initial premium will be
allocated to the [Money Market Portfolio] during the
Right to Examine Period? [X] Yes [ ] No
F. Will the policy applied for replace or change any
existing life insurance or annuity? [X] Yes [ ] No
</TABLE>
12. SPECIAL REQUESTS
13. TRANSFER AUTHORIZATIONS
I (We) acknowledge that neither Cova Financial Services Life Insurance Company
(Cova) nor any person authorized by Cova will be responsible for any claim,
loss, liability or expense in connection with a telephone transfer if Cova or
such other person acted on telephone transfer instructions in good faith in
reliance on this authorization.
Check here if you wish to authorize telephone transfer instructions. [ ]
Check here if you wish to authorize your Registered Representative/Agent to
make transfers. [ ]
14. DOLLAR COST AVERAGING TRANSFERS
I (We) authorize Dollar Cost Averaging Transfers of $_______ to be transferred
each month from the [Conning Money Market Portfolio] ($5,000 minimum or amount
needed to complete all transfers.)
TO
[J.P. Morgan Investment Management]
____% [Select Equity Portfolio]
____% [Large Cap Stock Portfolio]
____% [Small Cap Stock Portfolio]
____% [International Equity Portfolio]
____% [Quality Bond Portfolio]
[Lord Abbett]
____% [Growth & Income Portfolio]
____% [Bond Debenture Portfolio]
____ Total
100%
I (We) authorize transfers to be made for: [ ] 12 months [ ] 24 months
[ ] 36 months [ ] 48 months [ ] 60 months Other __ months
Dollar Cost Averaging Transfers and Rebalancing Transfers are not available
simultaneously.
15. REBALANCING TRANSFERS - I (We) authorize Rebalancing Transfers to be made
in the applicable percentages elected in the Premium Payment Allocation
section.
Transfers are to be made: [ ] quarterly [ ] semi-annually [ ] annually.
Dollar Cost Averaging Transfers and Rebalancing Transfers are not available
simultaneously.
16. ACKNOWLEDGMENT AND AUTHORIZATION - Any person who, with intent to defraud
or knowing that he/she is facilitating a fraud against an insurer, submits an
application or files a claim containing false or deceptive statement is guilty
of insurance fraud.
I (We) have read all questions and answers in this application. All responses
are true and complete to the best of my (our) knowledge and belief. No
coverage will be in effect until: a full application has been signed by the
proposed insured(s); and a policy has been issued; and the full first premium
has been received by Cova. Any coverage will be subject to the terms and
conditions of the policy.
I (We) have received the notification about the Federal Fair Credit Reporting
Act and the Medical Information Bureau.
I (We) hereby authorize: any licensed physician or medical practitioner; any
hospital, clinic or other medical or medically related facility; any insurance
company; the Medical Information Bureau; and any other organization,
institution or person, that has any records or knowledge of me (us) or my
(our) health, to give to Cova Financial Services Life Insurance Company, its
Underwriters, or its reinsurers, or the Medical Information Bureau, any such
information. This authorization is valid for two and one-half years from the
date this form is signed. An exact copy of this authorization is as valid as
the original.
I (We) agree that the information and statements made on this application are
true and correct to the best of my (our) knowledge and belief and are made as
the bases of my (our) application. I (We) acknowledge receipt of the current
prospectus(es) of [Cova Variable Annuity Account One, Cova Series Trust and
Lord Abbett Series Fund, Inc.] PAYMENTS AND VALUES PROVIDED BY THE POLICY FOR
WHICH APPLICATION IS MADE ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR
AMOUNT. Complete Form W-9.
17. SIGNATURES
[ANYTOWN,] [IL] [11/15/96]
_____________________ ______________ ____________________
City State Date
[/s/ JOHN DOE]
_____________________________________
Signature of Proposed Insured
__________________________________________________
Signature of Proposed Joint Insured, if applicable
___________________________________________________
Signature of Owner if other than Proposed Insured
___________________________________________________
Signature of Joint Owner, if applicable
18. AGENT'S REPORT
Will the life insurance replace or change any existing life insurance or
annuity?
[X] No [ ] Yes (Indicate type and cost basis information.)
Type Cost Basis
[ ] Life Pre-TEFRA $__________________ $ ________________
(Cost Basis) (Gain)
[ ] Annuity Post-TEFRA $__________________ $ ________________
(Cost Basis) (Gain)
Agent's Signature [/s/RICHARD ROE]
_______________________
Phone [(708) 456-7890]
___________________
Agent's Name and Number [#123] [Richard Roe]
_____________________________
Name and Address of Firm [ABC Firm]
____________
[856 Main St., Anytown, IL]
Complete any required replacement forms.
NOTICE OF INSURANCE INFORMATION PRACTICES
* This notice must be detached and given to the Proposed Insured.
GENERAL INFORMATION PRACTICES - As authorized by you when you complete the
application, Cova may get information from sources other than the persons
proposed for insurance. In certain circumstances Cova may give information it
has gathered to third parties without your further authorization. Cova shares
only as much information as is needed to accomplish the purpose of the
disclosure. Cova discloses Medical Information Bureau information only to its
reinsurers. Persons who are the subject of information Cova collects may have
the right to access and correction. Cova may be required by law to furnish
you with a detailed description of our information practices upon receipt of a
request from you in writing.
FAIR CREDIT REPORTING ACT NOTICE - As part of its regular procedures, Cova may
get an investigative consumer report. This report may concern each person
proposed for insurance. It may deal with character, general reputation,
personal traits and mode of living. It may involve personal interviews with
friends, neighbors, associates or other persons. You have the right to make,
within a reasonable amount of time, a written request for details on the
nature and scope of this report. You may have the right to ask to be
interviewed in connection with the making of the report and, contact the
consumer reporting agency to review a copy of the report. If you write to
Cova, we will let you know whether Cova has in fact obtained a report, and if
so, the name and address of the agency making the report.
Medical Information Bureau (Bureau) Notice - Information provided to Cova will
be treated as confidential. But Cova or its reinsurers may make a brief
report thereon to the Bureau. This is a non-profit membership organization of
life insurance companies that operates an information exchange for its
members. If you apply to a member company for life or health insurance or
submit a claim for benefits, the Bureau, on request, will supply the member
company with the information it may have in its file.
On request from you, the Bureau will arrange to disclose to you any
information it may have in your file. If you question the accuracy of the
contents of your file, you may contact the Bureau and seek a correction. Your
request will be handled as provided for in the Fair Credit Reporting Act. The
address of the Bureau's information office is: P.O. Box 105, Essex Station,
Boston, Massachusetts 02212; Telephone Number: (617) 426-3680.
Cova or its reinsurers also may release information to those other life
insurance companies to which you may apply for life or health insurance or
submit a claim for benefits.
CONDITIONAL RECEIPT
* A premium check must be payable to the Company.
* Do not make the check payable to the agent.
* Do not leave the payee blank.
A payment of $ [10,000] in the form of a check made payable to Cova Financial
Services Life Insurance Company was received from [John Doe] for the insurance
applied for in the application which bears the same date as this Conditional
Receipt.
[/s/ RICHARD DOE] [11/15/96]
___________________ ______________
Signature of Agent Date
This receipt is not valid unless it is signed by an agent of Cova. This
receipt is not valid unless the required premium has been received by Cova
and, when paid by check, is honored on its first presentation for payment.
* No agent can change the terms of this conditional receipt.
If you do not hear from Cova about the proposed insurance within 60 days after
the date of this Conditional Receipt, please call Cova at its toll free
telephone number: 1-800-343-8496.
Insurance In Force - Insurance under this Conditional Receipt will be in force
starting on the Start Date only. If each person proposed for insurance is a
risk acceptable to Cova for the policy exactly as applied for, Cova will make
its decision according to its current rules and practices.
Start Date - For acceptable risks, any insurance under the terms of this
Conditional Receipt begins on the Start Date, which is the latest of:
a) The date of completion of all parts of the application; or
b) The date of completion of all medical or paramedical exams, tests, x-rays,
and EKGs required by Cova; or
c) The date of Cova's receipt of all of the attending physician's statements
and medical reports required by Cova; or
d) A later date, if any, requested in the application; or
e) The date of Cova's receipt of the initial premium.
Amount - The amount of insurance provided by this Conditional Receipt is the
lesser of:
a) The face amount of insurance applied for in the application; or
b) For a Proposed Insured up to age 65: the initial premium plus $500,000; or
c) For a Proposed Insured over age 65: the initial premium plus $200,000.
This amount includes any life insurance and accidental death benefits applied
for or in force with Cova. The amount of insurance is subject to the
Limitations Section.
Limitations - If a person proposed for insurance dies and insurance is in
force under this Conditional Receipt, the benefits will be limited to a return
of the premium paid for this Conditional Receipt if:
a) The death is a result of suicide while sane or self-destruction while
insane; or
b) All questions in the application have not been answered; or
c) All answers in the application are not true and correct; or
d) The person proposed for insurance is not a risk acceptable to Cova for the
policy as exactly applied.
End of Insurance - Once started, insurance under this Conditional Receipt will
end at the earliest of:
a) 60 days after the date of the application; or
b) When Cova sends notice that the insurance cannot be issued for the policy
exactly as applied for; or
c) The date any policy issued goes into effect.
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
DEATH PROCEEDS PAYABLE AT DEATH
PERIOD OF COVERAGE NOT GUARANTEED
NONPARTICIPATING - NO DIVIDENDS
COVA
Cova Financial Services Life Insurance Company
700 Market Street
St. Louis, Missouri 63101
Supplemental Application to
Cova Financial Services Life Insurance Company
Policy Service Center
P.O. Box 10366
Des Moines, Iowa 50306-0366
1. Proposed Insured Birth date Birthplace
Sex Social Security Number
2. Home Address Home Phone
3. Applicant/Owner (if other than Proposed Insured)
4. Plan of Insurance Initial Premium Face Amount
5. Beneficiary % Relationship
Address:
Contingent Beneficiary: % Relationship
Address:
6. Are you a U.S. citizen?
7. Do you plan to travel or reside outside the USA in the next two years?
8. Do you have other life insurance policies in force?
9. Will this policy replace or change any existing life insurance policy(ies)
or annuity(ies)?
10. Have you within the last 90 days applied for life insurance with this or
any other company?
11. Have you ever been refused life or health insurance or been asked to pay
extra premiums?
12. Have you received disability payments?
13. Have you had any motor vehicle accidents or violations, or had your
driver's license suspended or revoked in the past five years?
14. Have you ever flown or do you intend to fly as a pilot or crew member?
15. Have you or do you intend to skin or scuba dive, sky dive, hang glide,
mountain or rock climb, race motor vehicles, motorcycles, or motor boats?
HEALTH STATEMENTS
16. Who is your personal physician?
Date and reason that you last consulted your physician.
17. What is your height? Weight?
Have you lost any weight in the last year?
18. Do you use tobacco in any form?
19. Do you drink alcohol?
20. Are your parents living?
21. Have any brothers or sisters developed heart disease or diabetes before
age 60?
22. In the last five years:
a. have you consulted a physician or other medical practitioner?
b. have you had any electrocardiograms, blood tests or other medical
tests or studies?
23. Have you ever been hospitalized?
24. Have you ever:
a. used narcotics, barbiturates, hallucinogens, heroin, cocaine, or other
habit forming drugs except as prescribed by a physician?
b. received treatment or counseling for alcohol or other drug use?
c. been a member of any self-help group, such as Alcoholics Anonymous or
Narcotics Anonymous?
25. Are you currently taking any medication, or have you been advised to take
any medication?
26. To the best of your knowledge do you have any mental or physical
impairment or disease not already describe in this application?
27. Additional Comments.
Supplemental Application to
Cova Financial Services Life Insurance Company
Policy Service Office
P.O. Box 10366
Des Moines, Iowa, 50306-0366
ACKNOWLEDGE AUTHORIZATION
I have read all the questions and answers in this application and its
amendments (if any). All responses are true and complete to the best of my
knowledge and belief. I promise to give Cova written notice of any change in
my health or habits that occurs after signing this application, but before I
receive the policy.
I agree that:
1. This application and its amendments (if any) will be the basis for and
form of part of the policy; and
2. No agent has authority to alter Cova's rules or requirements, this
agreement or the policy; and
3. The first premium will not be deemed paid unless any check, draft, or
other instrument of payment given as premium is paid in accordance with its
terms; and
4. The insurance applied for does not take effect unless, during my lifetime
a) the required premium has been paid; b) the Policy has been issued,
delivered to, and accepted by me; c) any endorsements issued with the policy
have been and signed; and while my health and habits remain as stated in this
application.
Signature of
City___________________ State of______ Proposed Insured_________
Signature
Date_____________________ of Owner__________________
(if other than Proposed
Insured)
Signature of
Joint Owner_______________
(if applicable)
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Leonard M. Rubenstein, Chairman of
the Board and Director of Cova Financial Services Life Insurance
Company, a corporation duly organized under the laws of the State of
Missouri, do hereby appoint Lorry J. Stensrud and/or Jeffery K. Hoelzel,
or either one of the foregoing individually, as my attorney and agent,
for me, and in my name as a Director of this Company on behalf of the
Company or otherwise, with full power to execute, deliver and file with
the Securities and Exchange Commission all documents required for
registration of variable annuity and variable life insurance contracts
under the Securities Act of 1933, as amended, and the registration of
unit investment trusts under the Investment Company Act of 1940, as
amended, and to do and perform each and every act that said attorney may deem
necessary or advisable to comply with the intent of the aforesaid Acts.
WITNESS my hand this 10th day of December, 1996.
WITNESS:
/s/ LAURA A. MELBER /s/ LEONARD M. RUBENSTEIN
________________________________ ______________________________________
Leonard M. Rubenstein
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, E. Thomas Hughes, Jr., a Director
of Cova Financial Services Life Insurance Company, a corporation duly
organized under the laws of the State of Missouri, do hereby appoint Lorry J.
Stensrud and/or Jeffery K. Hoelzel, or either one of the foregoing
individually, as my attorney and agent, for me, and in my name as a Director
of this Company on behalf of the Company or otherwise, with full power to
execute, deliver and file with the Securities and Exchange Commission all
documents required for registration of variable annuity and variable life
insurance contracts under the Securities Act of 1933, as amended, and the
registration of unit investment trusts under the Investment Company Act of
1940, as amended, and to do and perform each and every act that said attorney
may deem necessary or advisable to comply with the intent of the aforesaid
Acts.
WITNESS my hand this 10th day of December, 1996.
WITNESS:
/s/ DEBRA J. FERGUSON /s/ E. THOMAS HUGHES, JR.
________________________________ ______________________________________
E. Thomas Hughes, Jr.
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Lorry J. Stensrud, President and
a Director of Cova Financial Services Life Insurance Company, a corporation
duly organized under the laws of the State of Missouri, do hereby appoint
Jeffery K. Hoelzel as my attorney and agent, for me, and in my name as
President and a Director of this Company on behalf of the Company or
otherwise, with full power to execute, deliver and file with the Securities
and Exchange Commission all documents required for registration of variable
annuity and variable life insurance contracts under the Securities Act of
1933, as amended, and the registration of unit investment trusts under the
Investment Company Act of 1940, as amended, and to do and perform each and
every act that said attorney may deem necessary or advisable to comply with
the intent of the aforesaid Acts.
WITNESS my hand this 6th day of December, 1996.
WITNESS:
/s/ FRANCES S. COOK /s/ LORRY J. STENSRUD
________________________________ ______________________________________
Lorry J. Stensrud
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, J. Robert Hopson, a Director of
Cova Financial Services Life Insurance Company, a corporation duly organized
under the laws of the State of Missouri, do hereby appoint Lorry J. Stensrud
as my attorney and agent, for me, and in my name as a Director of this Company
on behalf of the Company or otherwise, with full power to execute, deliver and
file with the Securities and Exchange Commission all documents required for
registration of variable annuity and variable life insurance contracts under
the Securities Act of 1933, as amended, and the registration of unit
investment trusts under the Investment Company Act of 1940, as amended, and to
do and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
WITNESS my hand this 6th day of December, 1996.
WITNESS:
/s/ PAUL R. MURPHY /s/ J. ROBERT HOPSON
________________________________ ______________________________________
J. Robert Hopson
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, William C. Mair, Sr. Vice
President, Controller and a Director of Cova Financial Services Life Insurance
Company, a corporation duly organized under the laws of the State of Missouri,
do hereby appoint Lorry J. Stensrud and/or Jeffery K. Hoelzel, or either one
of the foregoing individually, as my attorney and agent, for me, and in my
name as Sr. Vice President, Controller and a Director of this Company on
behalf of the Company or otherwise, with full power to execute, deliver and
file with the Securities and Exchange Commission all documents required for
registration of variable annuity and variable life insurance contracts under
the Securities Act of 1933, as amended, and the registration of unit
investment trusts under the Investment Company Act of 1940, as amended, and to
do and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
WITNESS my hand this 6th day of December, 1996.
WITNESS:
/s/ FRANCES S. COOK /s/ WILLIAM C. MAIR
________________________________ ______________________________________
William C. Mair
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Matthew P. McCauley, a Director
of Cova Financial Services Life Insurance Company, a corporation duly
organized under the laws of the State of Missouri, do hereby appoint Lorry J.
Stensrud and/or Jeffery K. Hoelzel, or either one of the foregoing
individually, as my attorney and agent, for me, and in my name as a Director
of this Company on behalf of the Company or otherwise, with full power to
execute, deliver and file with the Securities and Exchange Commission all
documents required for registration of variable annuity and variable life
insurance contracts under the Securities Act of 1933, as amended, and the
registration of unit investment trusts under the Investment Company Act of
1940, as amended, and to do and perform each and every act that said attorney
may deem necessary or advisable to comply with the intent of the aforesaid
Acts.
WITNESS my hand this 10th day of December, 1996.
WITNESS:
/s/ VICTORIA A. QUINT /s/ MATTHEW P. MCCAULEY
________________________________ ______________________________________
Matthew P. McCauley
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Patrice L. Peltier, a Director of
Cova Financial Services Life Insurance Company, a corporation duly organized
under the laws of the State of Missouri, do hereby appoint Lorry J. Stensrud
and/or Jeffery K. Hoelzel, or either one of the foregoing individually, as my
attorney and agent, for me, and in my name as a Director of this Company on
behalf of the Company or otherwise, with full power to execute, deliver and
file with the Securities and Exchange Commission all documents required for
registration of variable annuity and variable life insurance contracts under
the Securities Act of 1933, as amended, and the registration of unit
investment trusts under the Investment Company Act of 1940, as amended, and to
do and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
WITNESS my hand this 6th day of December, 1996.
WITNESS:
/s/ FRANCES S. COOK /s/ PATRICE L. PELTIER
________________________________ ______________________________________
Patrice L. Peltier
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, John W. Barber, a Director of
Cova Financial Services Life Insurance Company, a corporation duly organized
under the laws of the State of Missouri, do hereby appoint Lorry J. Stensrud
and/or Jeffery K. Hoelzel, or either one of the foregoing individually, as my
attorney and agent, for me, and in my name as a Director of this Company on
behalf of the Company or otherwise, with full power to execute, deliver and
file with the Securities and Exchange Commission all documents required for
registration of variable annuity and variable life insurance contracts under
the Securities Act of 1933, as amended, and the registration of unit
investment trusts under the Investment Company Act of 1940, as amended, and to
do and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
WITNESS my hand this 12th day of December, 1996.
WITNESS:
/s/ FRANCES S. COOK /s/ JOHN W. BARBER
________________________________ ______________________________________
John W. Barber
