Registration Nos. 333-_______
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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. BMA Variable Life Account A
(Exact Name of Trust)
B. Business Men's Assurance Company of America
(Name of Depositor)
C. BMA Tower, P.O. Box 412879
Kansas City, MO 84141
(Complete address of depositor's principal executive offices)
D. Name and complete address of agent for service:
David A. Gates
Business Men's Assurance Company of America
700 Karnes Blvd.
Kansas City, Missouri 64108
(800) 423-9398
Copies to:
Judith A. Hasenauer
Blazzard, Grodd & Hasenauer, P.C.
P.O. Box 5108
Westport, CT 06881
(203) 226-7866
E. Flexible Premium Adjustable 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.
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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
N-8B-2 Item Caption in Prospectus
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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
FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY
ISSUED BY
BMA VARIABLE LIFE ACCOUNT A
AND
BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
This Prospectus describes the Flexible Premium Adjustable Variable Life
Insurance Policy (Policy) offered by Business Men's Assurance Company of America
(BMA).
The Policy has been designed to be used to create or conserve one's estate,
retirement planning and other insurance needs of individuals and businesses.
The Policy has 16 investment choices - A Fixed Account and 15 Investment Options
listed below. The 16 Investment Options are part of Investors Mark Series Fund,
Inc., Berger Institutional Products Trust and Conseco Series Trust. When You buy
a Policy, to the extent You have selected the Investment Options, You bear the
complete investment risk. Your Accumulation Value and, under certain
circumstances, the Death Benefit under the Policy may increase or decrease or
the duration of the Policy may vary depending on the investment experience of
the Investment Option(s) You select. You can put Your money in the Fixed Account
and/or any of the following Investment Options:
INVESTORS MARK SERIES FUND, INC.
MANAGED BY STANDISH, AYER & WOOD, INC.
Intermediate Fixed Income
Mid Cap Equity
Money Market
MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.
Global Fixed Income
MANAGED BY STEIN ROE & FARNHAM, INCORPORATED
Small Cap Equity
Large Cap Growth
MANAGED BY DAVID L. BABSON & CO. INC.
Large Cap Value
MANAGED BY LORD, ABBETT & CO.
Growth & Income
MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.
Balanced
BERGER INSTITUTIONAL PRODUCTS TRUST
MANAGED BY BBOI WORLDWIDE LLC
Berger/BIAM IPT - International
CONSECO SERIES TRUST
MANAGED BY CONSECO CAPITAL MANAGEMENT, INC.
Asset Allocation
Common Stock
Corporate Bond
Government Securities
Money Market
Please read this Prospectus before investing and keep it on file for future
reference. It contains important information about the BMA Flexible Premium
Adjustable Variable Life Insurance Policy. The Securities and Exchange
Commission maintains a Web site (http://www.sec.gov) that contains information
regarding registrants that file electronically with the Commission.
THE POLICY DESCRIBED HEREIN IS NOT A DEPOSIT OF, OR GUARANTEED BY ANY BANK, NOR
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY, AND IS SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF THE PRINCIPAL AMOUNT INVESTED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITY COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATIONS TO THE CONTRARY IS A CRIMINAL OFFENSE.
DATE:
TABLE OF CONTENTS
DEFINITIONS..........................................................5
SUMMARY ............................................................8
1. THE VARIABLE LIFE INSURANCE POLICY......................8
2. PURCHASES...............................................8
3. INVESTMENT CHOICES......................................9
4. EXPENSES................................................9
5. DEATH BENEFIT..........................................10
6. TAXES..................................................11
7. ACCESS TO YOUR MONEY...................................11
8. OTHER INFORMATION......................................11
9. INQUIRIES..............................................13
PART I ...........................................................14
1. THE VARIABLE LIFE INSURANCE POLICY.....................14
2. PURCHASES..............................................14
PREMIUMS .........................................14
WAIVER OF PLANNED PREMIUMS........................15
APPLICATION FOR A POLICY..........................15
ISSUE AGES........................................15
APPLICATION OF PREMIUMS...........................16
GRACE PERIOD......................................16
ACCUMULATION UNIT VALUES..........................17
RIGHT TO REFUND...................................18
EXCHANGE OF A POLICY FOR A BMA POLICY.............18
3. INVESTMENT CHOICES.....................................18
TRANSFERS.........................................19
DOLLAR COST AVERAGING.............................20
ASSET REBALANCING OPTION..........................21
ASSET ALLOCATION OPTION...........................21
SUBSTITUTION......................................22
4. EXPENSES...............................................22
PREMIUM CHARGE....................................22
MONTHLY DEDUCTION.................................22
SURRENDER CHARGE..................................24
PARTIAL SURRENDER FEE.............................24
WAIVER OF SURRENDER CHARGES.......................24
TRANSFER FEE......................................25
TAXES .........................................25
INVESTMENT OPTION EXPENSES........................25
5. DEATH BENEFIT..........................................26
CHANGE IN DEATH BENEFIT OPTION....................28
CHANGE IN SPECIFIED AMOUNT........................29
GUARANTEED MINIMUM DEATH BENEFIT..................30
ACCELERATED DEATH BENEFIT.........................30
6. TAXES..................................................31
LIFE INSURANCE IN GENERAL.........................31
TAKING MONEY OUT OF YOUR POLICY...................31
DIVERSIFICATION...................................32
7. ACCESS TO YOUR MONEY...................................32
LOANS .........................................32
SURRENDERS........................................33
8. OTHER INFORMATION......................................34
BMA .........................................34
THE SEPARATE ACCOUNT..............................34
DISTRIBUTOR.......................................35
ADMINISTRATION....................................35
SUSPENSION OF PAYMENTS OR TRANSFERS...............35
OWNERSHIP.........................................35
PART II ...........................................................36
EXECUTIVE OFFICERS AND DIRECTORS OF BMA...........36
VOTING .........................................37
LEGAL OPINIONS....................................38
REDUCTION OR ELIMINATION OF SURRENDER CHARGE......38
NET AMOUNT AT RISK................................39
MATURITY DATE.....................................39
MISSTATEMENT OF AGE OR SEX........................40
OUR RIGHT TO CONTEST..............................40
PAYMENT OPTIONS...................................40
TAX STATUS........................................40
REPORTS TO OWNERS.................................44
LEGAL PROCEEDINGS.................................45
EXPERTS .........................................45
FINANCIAL STATEMENTS..............................45
APPENDIX A..........................................................46
DEFINITIONS
ACCUMULATION VALUE: The sum of Your Policy values in the Subaccounts, the Fixed
Account and the Loan Account.
ACCUMULATION UNIT: A unit of measure used to calculate Your Accumulation Value
in the Subaccounts.
AGE: Issue Age is age nearest birthday on the Policy Date. Attained Age is the
Issue Age plus the number of completed Policy Years.
AUTHORIZED REQUEST: A request, in a form satisfactory to Us, which is received
by the BMA Service Center.
BENEFICIARY: The person named in the application or at a later date to receive
the Death Proceeds of the Policy or any rider(s).
BMA SERVICE CENTER: The office indicated in the Summary to which notices,
requests and Premiums must be sent. All sums payable to Us under the Policy are
payable only at the BMA Service Center.
BUSINESS DAY: Each day that the New York Stock Exchange is open for business.
The Separate Account will be valued each Business Day.
CASH SURRENDER VALUE: The Accumulation Value less the surrender charge, if any,
that applies if the Policy is surrendered in full and less any Indebtedness.
COMPANY: Business Men's Assurance Company of America (BMA).
DEATH BENEFIT: The amount used to determine the Death Proceeds payable upon the
death of the Primary Insured. The Death Benefit can be either Level or
Adjustable.
DEATH PROCEEDS: Equal the Death Benefit as of the date of the Primary Insured's
death, less any Indebtedness.
FIXED ACCOUNT: A portion of the General Account into which You can allocate Net
Premiums or transfer Accumulation Values. It does not share in the investment
experience of any Subaccount of the Separate Account.
GENERAL ACCOUNT: Our general investment account which contains all of Our assets
with the exception of the Separate Account and other segregated asset accounts.
GRACE PERIOD: The 61 days that follow the date We mail a notice to You for
payment if the Cash Surrender Value is not sufficient to cover the Monthly
Deduction.
INDEBTEDNESS: Unpaid Policy loans plus unpaid Policy loan interest.
INITIAL SPECIFIED AMOUNT: The amount of coverage selected by You at the time of
application and which will be used to determine the Death Benefit.
INVESTMENT OPTION(S): Those investment options available through the Separate
Account.
LOAN ACCOUNT: An account established within Our General Account for any amounts
transferred from the Fixed Account and the Separate Account as a result of
loans. The Loan Account is credited with interest and is not based on the
experience of any Separate Account.
MATURITY DATE: The date the Accumulation Value, less any Indebtedness, becomes
payable to You, if the Primary Insured is then living.
MINIMUM SPECIFIED AMOUNT: The smallest Specified Amount the Policy may have is
the greater of $50,000, and the Specified Amount a $300 no-lapse annual premium,
excluding amounts for riders and Special Rate Classes, will purchase.
MONTHLY ANNIVERSARY DAY: The same day of each month as the Policy Date for each
succeeding month the Policy remains in force. If the Monthly Anniversary falls
on a day that is not a Business Day, any Policy transaction due as of that day
will be processed the first Business Day following such date.
MONTHLY DEDUCTION: On the Policy Date and each Monthly Anniversary Day
thereafter We deduct certain charges from Your Policy.
NET PREMIUM: We deduct a Premium Charge from each Premium paid. The Net Premium
is the Premium paid less the Premium Charge.
OWNER: The person entitled to all the ownership rights under the Policy. If
Joint Owners are named, all references to You or Owner shall mean Joint Owner.
POLICY ANNIVERSARY: The same month and day as the Policy Date for each
succeeding year the Policy remains in force.
POLICY DATE: The date by which Policy months, years and anniversaries are
measured.
POLICY MONTH: The one month period from the Policy Date to the same date of the
next month, or from one Monthly Anniversary Day to the next.
POLICY YEAR: The one year period from the Policy Date to the first Policy
Anniversary or from one Policy Anniversary to the next.
PREMIUM: A payment You make towards the Policy and that does not re-pay any
Indebtedness.
PRIMARY INSURED: The person whose life is insured under the Policy.
RATE CLASS: This is anything that would affect the level of Your Premium, such
as health status and tobacco use.
REINSTATEMENT: To restore coverage after the Policy has terminated.
SEPARATE ACCOUNT: A segregated asset account maintained by Us in which a portion
of Our assets has been allocated for this and certain other policies.
SPECIFIED AMOUNT: The Initial Specified Amount plus each increase to the
Specified Amount and less each decrease to the Specified Amount.
UNDERWRITING PROCESS: The underwriting process begins the day We receive Your
application at the Service Center and ends the day We receive and approve all
required documents, including the initial Premium, necessary to put the Policy
in force.
US, WE, OUR: Business Men's Assurance Company of America.
YOU, YOUR, YOURS: The Owner of the Policy.
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 BMA is a contract between You, the
Owner, and BMA, an insurance company.
The Policy provides for the payment of the Death Proceeds to Your selected
Beneficiary upon the death of the Primary Insured which should be excludable
from the gross income of the Beneficiary. The Policy can be used to create or
conserve one's estate or to save for retirement. The Policy can also be used for
certain business purposes, such as keyman insurance. The Primary Insured is the
person whose life is insured under the Policy. The Primary Insured can be the
same person as the Owner but does not have to be.
Under the Policy, You may, subject to certain limitations, make Premium
payments, in any amount and at any frequency. The Policy provides an
Accumulation Value, surrender rights, loan privileges and other features
traditionally associated with life insurance.
The Policy has a no-lapse guarantee in the first five years providing the
No-Lapse Monthly Minimum Premiums are paid. After this period, the Policy can
lapse (terminate without value) when the Cash Surrender Value is insufficient to
cover the Monthly Deduction and a Grace Period of 61 days has expired without an
adequate payment being made.
2. PURCHASES
You can buy the Policy by completing the proper forms. Your registered
representative can help You. The minimum initial Premium We will accept will be
computed for You with respect to the Specified Amount You have requested. We
will also compute the No-Lapse Monthly Minimum Premium. In some circumstances We
may contact You for additional information regarding the Primary Insured and may
require the Primary Insured to provide Us with medical records, physician's
statement or a complete paramedical examination.
The Policy is a flexible premium policy and unlike traditional insurance
policies, there is no fixed schedule for Premium payments after the initial
Premium. Although You may establish a schedule of Premium payments (Planned
Premium), failure to make the Planned Premium payments will not necessarily
cause the Policy to lapse nor will making the Planned Premium guarantee that a
Policy will remain in force until maturity. Under most circumstances it is
anticipated that You will need to make additional Premium payments, after the
initial Premium, to keep the Policy in force.
3. INVESTMENT CHOICES
You can put Your money in the Fixed Account or in any or all of these Investment
Options which are described in the prospectuses for the funds:
INVESTORS MARK SERIES FUND, INC.
MANAGED BY STANDISH, AYER & WOOD, INC.
Intermediate Fixed Income
Mid Cap Equity
Money Market
MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.
Global Fixed Income
MANAGED BY STEIN ROE & FARNHAM, INCORPORATED
Small Cap Equity
Large Cap Growth
MANAGED BY DAVID L. BABSON & CO. INC.
Large Cap Value
MANAGED BY LORD, ABBETT & CO.
Growth & Income
MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.
Balanced
BERGER INSTITUTIONAL PRODUCTS TRUST
MANAGED BY BBOI WORLDWIDE LLC
Berger/BIAM IPT - International
CONSECO SERIES TRUST
MANAGED BY CONSECO CAPITAL MANAGEMENT, INC.
Asset Allocation
Common Stock
Corporate Bond
Government Securities
Money Market
4. EXPENSES
The Policy has both insurance and investment features, and there are costs
related to each that reduce the return on Your investment.
We deduct a Premium Charge from each Premium payment made. The Premium Charge is
as follows:
Policy Years 1-10: 5.5% of all Premiums.
Policy Years 11 and later: 4.0% of all Premiums.
We deduct a Policy Charge each month from the Policy. The Policy Charge is as
follows:
Policy Year 1: $25 each month
Policy Years 2 and later: Currently, $5 each month. This
charge is not guaranteed and
may be increased but it will not
exceed $10.
We deduct a Risk Charge each month from the Policy. The Risk Charge is as
follows:
Policy Years 1-10: Each month, .80%, on an annual
basis, of the Accumulation
Value in the Separate Account.
Policy Years 11 and later: Each month, .40%, on an annual
basis, of the Accumulation
Value in the Separate Account.
Each month We will make a deduction from the Policy for the cost of insurance.
This charge will depend upon the Specified Amount, Your Accumulation Value, and
the sex, age and Rate Class of the Primary Insured. We may also charge for any
riders attached to the Policy.
There are also daily investment charges which apply to the average daily value
of the Investment Options. These charges range on an annual basis from .45% to
1.20%, depending on the Investment Option.
If You take out more than the Free Partial Surrender Percentage, We may assess a
surrender charge which depends upon Your Initial Specified Amount, the year of
surrender, issue Age, sex and Rate Class. The surrender charge for total
surrenders is level for the first four Policy Years then grades down linearly
each month beginning in the fifth Policy Year and is zero at the end of Policy
Year ten. The charge is not affected by Special Rate Classes nor by the addition
of riders. When You make a partial surrender, We assess a pro-rata portion of
the surrender charge. In the event that You increase Your Specified Amount, a
new surrender charge will be imposed on the increased amount.
There is a partial surrender fee of $25 assessed for any partial surrender in
addition to any surrender charge that may be assessed. The Free Partial
Surrender Percentage is excluded from these charges.
Each transfer after 12 in any Policy Year, unless the transfer is pre-scheduled,
will incur a transfer fee of $25.
5. DEATH BENEFIT
The amount of the Death Benefit depends on the Specified Amount of Your Policy,
the Death Benefit option in effect at the time of death and under some
circumstances Your Policy's Accumulation Value. There are two Death Benefit
options: Level Death Benefit and Adjustable Death Benefit. Under certain
circumstances You can change Death Benefit options. You can also change the
Specified Amount under certain circumstances.
The actual amount payable to Your Beneficiary is the Death Proceeds which is
equal to the Death Benefit less any Indebtedness. 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
designated an irrevocable Beneficiary. The Beneficiary does not have to be a
natural person.
All or part of the Death Proceeds may be paid in a lump sum or applied under one
of the Payment Options contained in the Policy.
6. TAXES
Your Policy has been designed to comply with the definition of life insurance in
the Internal Revenue Code. As a result, the Death Proceeds paid under the Policy
should be excludable from the gross income of the Beneficiary. Your earnings in
the Policy are not taxed until You take them out. The tax treatment of the loan
proceeds and surrender proceeds will depend on whether the Policy is considered
a Modified Endowment Contract (MEC). Proceeds taken out of a MEC are considered
to come from earnings first and are includible in taxable income. If You are
younger than 59 1/2 when You take money out of a MEC, You may also be subject to
a 10% federal tax penalty on the earnings withdrawn.
7. ACCESS TO YOUR MONEY
You can terminate the Policy at any time and We will pay You the Cash Surrender
Value. After the first Policy Year, You may surrender a part of the Cash
Surrender Value subject to the requirements of the Policy. When You terminate
Your Policy or make a partial surrender, a surrender charge (or a portion
thereof in the case of a partial surrender) may be assessed. In the case of a
partial surrender We assess a Partial Surrender Fee of $25. Once each Policy
Year, on a non-cumulative basis, You may make a free partial surrender up to 10%
of Your unloaned Accumulation Value.
You can also borrow some of Your Accumulation Value.
8. OTHER INFORMATION
FREE LOOK. You can cancel the Policy within ten days after You receive
it (or whatever period is required in Your state) and We will refund all
Premiums paid less any Indebtedness. Upon completion of the Underwriting
Process, We will allocate the initial Net Premium to the Money Market Portfolio
for fifteen days (or the Free Look period required in Your state plus five
days). After that, We will invest Your Accumulation Value as You requested.
WHO SHOULD PURCHASE THE POLICY? The Policy is designed for individuals
and businesses that have a need for death protection but who also desire to
potentially increase the values in their Policies through investment in the
Investment Options. The Policy offers the following to individuals:
o create or conserve one's estate
o supplement retirement income
o access to funds through loans and surrenders
The Policy offers the following to businesses:
o protection for the business in the event a key employee dies
o provide debt protection for business loans
o create a fund for employee benefits, buy outs and future business
needs.
If You currently own a variable life insurance policy on the life of the Primary
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.
Additional Features.
o You can arrange to have a regular amount of money automatically
transferred from the Money Market Portfolio to the Investment Options
each month, theoretically giving You a lower average cost per unit
over time than a single one time purchase. We call this feature the
Dollar Cost Averaging Option.
o We will automatically readjust Your money between Investment Options
periodically to keep the blend You select. We call this feature the
Asset Rebalancing Option.
o If the Primary Insured becomes terminally ill, We will pay You a
portion of the Death Benefit. We call this feature the Accelerated
Death Benefit Rider.
o If You pay a certain required Premium, We guarantee that the Policy
will not lapse even if Your Accumulation Value is not sufficient to
cover the Monthly Deductions. We call this feature the Guaranteed
Minimum Death Benefit Rider.
o If the Primary Insured becomes totally disabled, We will waive the
Monthly Deduction, excluding the Risk Charge, or the Planned Premium.
This is provided by the Waiver of Monthly Deductions Rider or the
Waiver of Planned Premium Rider.
o We also offer a number of additional riders that are common for
universal life policies.
These features and riders may not be available in Your state and may not be
suitable for Your particular situation.
9. INQUIRIES
If You need more information about buying a Policy, please contact Us at:
BMA
P.O. Box 412879
Kansas City, Missouri 64141-2879
1-888-262-8131
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 our service center:
BMA
P.O. Box 66793
St. Louis, Missouri 63166-6793
1-800-423-9398
PART I
1. THE VARIABLE LIFE INSURANCE POLICY
The variable life insurance policy is a contract between You, the Owner, and
BMA, an insurance company. The Policy can be used to create or conserve one's
estate and retirement planning for individuals. It can also be used for certain
business purposes.
The Policy provides for life insurance coverage on the Primary Insured and has
Accumulation Values, a Death Benefit, surrender rights, loan privileges and
other characteristics associated with traditional and universal life insurance.
However, since the Policy is a variable life insurance policy, the Accumulation
Value, to the extent invested in the Investment Options, will increase or
decrease depending upon the investment experience of those Investment Options.
The duration or amount of the Death Benefit may also vary based on the
investment performance of the underlying Investment Options. To the extent You
allocated Premium or Accumulation Value to the Separate Account, You bear the
investment risk. If the Cash Surrender Value is insufficient to pay the Monthly
Deductions, the Policy may terminate.
Because the Policy is like traditional and universal life insurance, it provides
a Death Benefit which will be paid to Your named Beneficiary. When the Primary
Insured dies, the Death Proceeds are paid to Your Beneficiary which should be
excludable from the gross income of the Beneficiary. The tax-free Death Proceeds
makes this an excellent way to accumulate money You don't think you'll use in
Your lifetime and is a tax-efficient way to provide for those You leave behind.
If You need access to Your money, You can borrow from the Policy or make a total
or partial surrender.
2. PURCHASES
PREMIUMS
Premiums are the monies You give Us to buy the Policy. The Policy is a Flexible
Premium Policy which allows You to make Premium payments in any amount and at
any time, subject of course to making sufficient Premium payments to keep the
Policy in force. Even though the Policy is flexible, when You apply for coverage
You can establish a schedule of Premium payments (Planned Premium). The Planned
Premium is selected by You. Thus they will differ from Policy to Policy. You
should consult Your Registered Representative about Your Planned Premium.
We guarantee that the Policy will stay in force for the first five years after
issue if total Premiums paid are at least as great as:
1. the cumulative five year No-Lapse Monthly Minimum Premium; plus
2. the total of all partial surrenders made; plus
3. indebtedness.
We will establish a No-Lapse Monthly Minimum Premium at the time you apply for
coverage which is the smallest level of Planned Premium.
The Policy will remain in force if the Cash Surrender Value is greater than zero
regardless of how long it has been in force.
Additional Premiums may be paid at any time. However, We reserve the right to
limit the number and amount of additional Premiums. Under some circumstances, We
may require evidence that the Primary Insured is still insurable. All Premiums
are payable at the BMA Service Center.
WAIVER OF PLANNED PREMIUMS
You can elect to have a Waiver of Planned Premium Rider added to Your Policy.
The rider provides for the Planned Premium to be waived by crediting a Premium
equal to the monthly waiver benefit on each Monthly Anniversary Day during the
Primary Insured's total disability beginning before age 60 and continuing 6
months or more. Premiums paid during the first 6 months of disability are
refunded, and subsequent Premiums are waived as long as total disability
continues. The monthly waiver benefit to be credited as a Premium to the Policy
while benefits are payable under the rider is the Planned Premium at the time
the disability begins.
All Monthly Deductions will continue to be made.
If at the end of any Policy Month while benefits are being paid under the rider,
the Cash Surrender Value is not sufficient to cover the Monthly Deductions, the
credit of the monthly waiver benefit will cease, and the Monthly Deductions will
be waived as long as total disability continues.
You should consult the rider for the terms and conditions. The rider is
available as an alternative to the Waiver of Monthly Deductions. You can select
either the Waiver of Monthly Deduction Rider or the Waiver of Planned Premium
Rider but not both.
APPLICATION FOR A POLICY
In order to purchase a Policy, You must submit an application to Us that
requests information about the proposed Primary Insured. In some cases, We will
ask for additional information. We may request that the Primary Insured provide
Us with medical records, physician's statement or possibly require other medical
tests.
ISSUE AGES:
We currently issue to Primary Insureds whose ages are: 20-80 for Standard rates
and 20-70 for Preferred rates.
We will review all the information We are provided about the Primary Insured and
determine whether or not the Primary Insured meets Our standards for issuing the
Policy. This process is called underwriting. If the Primary Insured meets all of
Our underwriting requirements, We will issue a Policy. There are several
underwriting classes under which the Policy may be issued.
The underwriting period could be up to 60 days or longer from the time the
application is signed. If We receive the initial Premium with the application,
Your Registered Representative will give you a conditional receipt. If You
receive a conditional receipt, you will have conditional coverage. The
conditional receipt provides coverage from the later date of receipt of the
application, the medical exam, if required, and the money being received at the
Service Center. It will expire 60 days from the effective date. The conditional
insurance is subject to a number of restrictions and is only applicable if the
proposed Primary Insured was an acceptable risk for the insurance applied for.
APPLICATION OF PREMIUMS
When You purchase a Policy and We receive money with Your application, We will
initially put Your money in a suspense account. Your money will remain in this
account during the Underwriting Process. Upon completion of the underwriting
process, Your money will be moved to the Money Market where it will remain for
15 days (or the period required in Your state plus five days). After the 15
days, We will allocate Your money to the Investment Option(s) You requested in
the application. All allocation directions must be in whole percentages. If You
pay 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) (Free Look Period).
(If the Owner is a resident of California and is age 60 or older, the period is
30 days.) When You cancel the Policy within this time period, We will not assess
a Surrender Charge and will give You back Your Premium payment less any
Indebtedness.
When Your application for the Policy is in good order, We will invest Your first
Premium in the Money Market Portfolio within two days after We have completed
Our underwriting. Subsequent Premiums will be allocated in accordance with the
selections in Your application.
If as a result of Our underwriting review, We do not issue You a Policy, We will
return to You Your Premium, and interest, if any, required by Your state. If We
do issue a Policy, on the Policy Date We will deduct the first Monthly Deduction
and credit earned interest.
GRACE PERIOD
Your Policy will stay in effect as long as Your Cash Surrender Value is
sufficient to cover Monthly Deductions. If the Cash Surrender Value of Your
Policy is not enough to cover these deductions, We will mail You a notice. You
will have 61 days from the time the notice is mailed to You to send Us the
required payment. This is called the Grace Period. Because this Policy has a
five year no-lapse guarantee, the Policy will not terminate if the No Lapse
Monthly Minimum Premiums are paid during this five year period.
ACCUMULATION UNIT VALUES
The value of Your Policy that is invested in the Investment Option(s) will go up
or down depending upon the investment performance of the Investment Option(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 Options. 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 the Accumulation Unit for the previous Business Day. We do
this for each Investment Option. The net investment factor is a number that
reflects the change (up or down) in an underlying Investment Option 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.
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 Net Premium allocated to an Investment Option by the value of the
Accumulation Unit for the Investment Option for the Business Day when the
Premium payment is applied to Your Policy.
We calculate the value of an Accumulation Unit for each Investment Option after
the New York Stock Exchange closes each Business Day and then apply it to Your
Policy.
When We assess the Monthly Deductions, We do so by deducting Accumulation Units
from Your Policy. When You have selected more than one Investment Option and/or
the Fixed Account, We make the deductions pro-rata from all the Investment
Options and the Fixed Account.
When You make a surrender We determine the number of Accumulation Units to be
deducted by dividing the amount of the surrender from an Investment Option by
the value of an Accumulation Unit for the Investment Option. The resulting
number of Accumulation Units is deducted from Your Policy. When You make a
transfer from one Investment Option to another We treat the transaction by its
component parts, i.e. a surrender and a purchase.
EXAMPLE:
On Monday We receive a Premium payment from You. You have told Us You want $700
of this payment to go to the Large Cap Value Portfolio. When the New York Stock
Exchange closes on that Monday, We determine that the value of an Accumulation
Unit for the Large Cap Value Portfolio is $12.70. We then divide $700 by $12.70
and credit Your Policy on Monday night with 55.12 Accumulation Units for the
Large Cap Value Portfolio.
RIGHT TO REFUND
To receive the tax treatment accorded life insurance under Federal laws,
insurance under the 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, We reserve the right to return Premiums paid
which We determine will cause any coverage under the Policy to fail to qualify
as life insurance under applicable tax law and any changes in applicable tax
laws or will cause it to become a Modified Endowment Contract (MEC).
Additionally, We reserve the right to make changes in the Policy or to make
distributions to the extent We determine necessary to continue to qualify the
Policy as life insurance and to comply with applicable laws. We will provide You
advance written notice of any change.
If subsequent Premiums will cause Your Policy to become a MEC We will contact
You prior to applying the Premium. If You elect to have the Premium applied, We
require that You acknowledge in writing that You understand the tax consequences
of a MEC before We will apply the Premiums. Section 6 contains a discussion of
certain tax considerations provisions including MECs.
EXCHANGE OF A POLICY FOR A BMA POLICY
Under federal tax law a life insurance policy may be exchanged tax-fee for
another life insurance policy. However, a policy received in exchange for a MEC
will also be treated as a MEC. Any exchange of a policy for a BMA Policy must
meet Our policy exchange rules in effect at that time.
3. INVESTMENT CHOICES
The Policy offers 16 investment choices - A Fixed Account and 15 Investment
Options. Additional Investment Options may be available in the future.
YOU SHOULD READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY BEFORE INVESTING.
COPIES OF THESE PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS.
INVESTORS MARK SERIES FUND, INC.
Investors Mark Series Fund, Inc. is managed by Investors Mark Advisors, LLC
(Adviser), which is an affiliate of BMA. Investors Mark Series Fund, Inc. is a
mutual fund with multiple portfolios. Each Investment option has a different
investment objective. The Adviser has engaged sub-advisers to provide investment
advice for the individual Investment Option. The following Investment Options
are available under the Policy.
STANDISH, AYER & WOOD, INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIOS:
Intermediate Fixed Income Portfolio
Mid Cap Equity Portfolio
Money Market Portfolio
STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P. IS THE SUB-ADVISER TO THE
FOLLOWING PORTFOLIO:
Global Fixed Income Portfolio
STEIN ROE & FARNHAM, INCORPORATED IS THE SUB-ADVISER TO THE FOLLOWING
PORTFOLIOS:
Small Cap Equity Portfolio
Large Cap Growth Portfolio
DAVID L. BABSON & CO., INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO:
Large Cap Value Portfolio
LORD, ABBETT & CO. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO:
Growth & Income Portfolio
KORNITZER CAPITAL MANAGEMENT, INC. IS THE SUB-ADVISER TO THE FOLLOWING
PORTFOLIO:
Balanced Portfolio
BERGER INSTITUTIONAL PRODUCTS TRUST
Berger Institutional Products Trust is a mutual fund with multiple portfolios,
one of which, the Berger/BIAM IPT-International Fund, is managed by BBOI
Worldwide LLC. BBOI Worldwide LLC has retained Bank of Ireland Asset Management
(U.S.) Limited ("BIAM") as subadviser. The following Investment Option is
available under the Policy:
Berger/BIAM IPT - International Fund
CONSECO SERIES TRUST
Conseco Series Trust is a mutual fund with multiple portfolios. Conseco Capital
Management, Inc. is the investment adviser to the portfolios. The following
Investment Options are available under the Policy:
Asset Allocation Portfolio
Common Stock Portfolio
Corporate Bond Portfolio
Government Securities Portfolio
Money Market Portfolio
TRANSFERS
You can transfer money among the Fixed Account and the 10 Investment Options.
You can make 12 free transfers each Policy Year. You can make a transfer to or
from the Fixed Account and to or from any Investment Option. If You make more
than 12 transfers in a year, there is a transfer fee deducted. The fee is $25
per transfer. The transfer fee is deducted from the amount which is transferred.
The following apply to any transfer:
1. The minimum amount which You can transfer from the Fixed Account or
any Investment Option is $250 or Your entire interest in the Investment
Option or the Fixed Account, if the remaining balance is less than
$250.
2. The maximum amount which can be transferred from the Fixed Account
is limited to 25% of the Accumulation Value in the Fixed Account. Only
one transfer out of the Fixed Account is allowed each Policy Year.
These requirements are waived if the transfer is pursuant to a
pre-scheduled transfer.
3. The minimum amount which must remain in any Investment Option or
Fixed Account after a transfer is $250.
4. A transfer will be effective as of the end of the Business Day when
We receive an Authorized Request at the BMA Service Center.
5. Neither Us nor Our BMA Service Center are liable for a transfer made
in accordance with Your instructions.
6. We reserve the right to restrict the number of transfers per year
and to restrict transfers from being made on consecutive Business Days.
7. Your right to make transfers is subject to modification if We
determine, in Our 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 Us to be
to the disadvantage of other Owners. A modification could be applied to
transfers to or from one or more of the Investment Options and could
include but not be limited to:
a. a 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 by an Owner at
any one time.
8. During times of drastic economic or market conditions, We may
suspend the transfer privilege temporarily without notice and treat
transfer requests based on their separate components - a redemption
order with a simultaneous request for purchase of another Investment
Option. In such a case, the redemption request would be processed at
the source Investment Option's next determined Accumulation Unit value
but the purchase into the new Investment Option would be effective at
the next determined Accumulation Unit value for the new Investment
Option only after We receive the proceeds from the source Investment
Option or We otherwise receive cash on behalf of the Investment Option.
You may elect to make transfers by telephone. To elect this option You must do
so in an Authorized Request. If there are Joint Owners, unless We are instructed
to the contrary, instructions will be accepted from either one of the Joint
Owners. We will use reasonable procedures to confirm that instructions
communicated by telephone are genuine. If We do not, We may be liable for any
losses due to unauthorized or fraudulent instructions. The BMA Service Center
tape records all telephone instructions. Transfers do not change the allocation
instructions for future Premiums.
DOLLAR COST AVERAGING
The Dollar Cost Averaging Option allows You to systematically transfer a set
amount each month from the Money Market Portfolio to any of the other Investment
Option(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.
The minimum amount which can be transferred each month is $250. You must have an
unloaned Accumulation Value of at least $5,000. The amount required to complete
Your program must be in the source account in order to participate in dollar
cost averaging.
All dollar cost averaging transfers will be made on the 15th day of the month
unless that day is not a Business Day. If it is not, then the transfer will be
made the next Business Day. You must participate in dollar cost averaging for at
least 6 months.
If You participate in dollar cost averaging, the transfers made under this
option are not taken into account in determining any transfer fee.
ASSET REBALANCING OPTION
Once Your money has been allocated among the Investment Options, the performance
of the Accumulation Value of each option may cause Your allocation to shift. If
the unloaned Accumulation Value of Your Policy is at least $5,000, You can
direct Us to automatically rebalance Your Policy each quarter to return to Your
original percentage allocations by selecting Our asset rebalancing option. The
program will terminate if You make any transfer outside of the Investment
Options You have selected under the asset rebalancing option. The minimum period
to participate in this program is 6 months. The transfer date will be the 15th
of the month unless that day is not a Business Day. If it is not, then the
transfer will be made the next Business Day. The Fixed Account is not part of
asset rebalancing.
If You participate in the asset rebalancing option, the transfers made under the
program are not taken into account in determining any transfer fee.
EXAMPLE:
Assume that You want the Accumulation Value split between 2 Investment Options.
You want 40% to be in the Intermediate Fixed Income Portfolio and 60% to be in
the Mid Cap Equity Portfolio. Over the next 2 1/2 months the bond market does
very well while the stock market performs poorly. At the end of the first
quarter, the Intermediate Fixed Income Portfolio now represents 50% of Your
holdings because of its increase in value. If You had chosen to have Your
holdings rebalanced quarterly, on the first day of the next quarter, We would
sell some of Your units in the Intermediate Fixed Income Portfolio to bring its
value back to 40% and use the money to buy more units in the Mid Cap Equity
Portfolio to increase those holdings to 60%.
ASSET ALLOCATION OPTION
We recognize the value to certain Owners of having available, on a continuous
basis, advice for the allocation of Your money among the Investment Options
available under the Policy. Certain providers of these types of services have
agreed to provide such services to Owners in accordance with Our administrative
rules regarding such programs.
We have made no independent investigation of these programs. We have only
established that these programs are compatible with Our administrative systems
and rules.
Even though We permit 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
Options, and when We become aware of such disruptive practices, We may modify
the transfer provisions of the Policy.
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
We may be required to substitute one of the Investment Options You have selected
with another Investment Option. 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.
4. EXPENSES
There are charges and other expenses associated with the Policy that reduce the
return on Your investment in the Policy. The charges and expenses are:
PREMIUM CHARGE
We deduct a Premium Charge for each Premium You make. We consider a portion of
the Premium Charge a sales load. The sales load portion is 3.5% of Premiums
paid during the first ten Policy Years and 2.0% of Premiums paid thereafter.
The portion of the Surrender Charge that does not recover issue and
underwriting expenses is assessed as a sales load but only if the Policy is
surrendered during the first ten Policy Years. The Premium Charges are as
follows:
Policy Years 1-10: 5.5% of all Premiums.
Policy Years 11 and 4.0% of all Premiums.
thereafter:
The Premium Charge is to cover some of Our costs incurred in selling the Policy
and in issuing it, such as commissions, premium tax, DAC tax (Deferred
Acquisition Costs) and administrative costs.
MONTHLY DEDUCTION
The initial Monthly Deduction is made on the Policy Date but does not include a
Risk Charge. On each Monthly Anniversary Day We make a Monthly Deduction from
the Accumulation Value of Your Policy. The Monthly Deduction equals:
a. the Cost of Insurance for the Policy; plus
b. the monthly rider charges; if any; plus
c. the Risk Charge; plus
d. the monthly Policy Charge
COST OF INSURANCE. This charge compensates Us for insurance coverage
provided during following the month. The cost of insurance charge for a Policy
month equals the appropriate current cost of insurance rate per $1,000,
including any special Rate Classes, times the net amount at risk. The net amount
at risk is different for the Level Death Benefit Option and the Adjustable Death
Benefit Option. Part II contains a more detailed description of the net amount
at risk.
The monthly cost of insurance rate, per $1,000 of net amount at risk, is based
on the Specified Amount, issue age, and Rate Class of the Primary Insured and
the Policy Year. Monthly cost of insurance rates will be determined by Us based
on the expectations as to future experience. We may charge less than the maximum
cost of insurance rates as shown in the Table of Cost Insurance Rates contained
in Your Policy. Any change in the cost of insurance rates will apply to all
Primary Insureds of the same Age, sex, Rate Class and Policy Year. The cost of
insurance rates are greater for insureds in special Rate Classes.
MONTHLY RIDER CHARGES. We charge separately for any riders attached to
the Policy. We deduct the cost of the riders for a Policy Month as part of the
Monthly Deduction on each Monthly Anniversary Day.
RISK CHARGE. We assess a Risk Charge which is deducted as part of the
Monthly Deduction. The Risk Charge is as follows:
Per Policy Month for Policy .80%, on an annual basis, of
Years 1-10: the Accumulation Value in the
Separate Account.
Per Policy Month for Policy .40%, on an annual basis, of
Years 11 and later: the Accumulation Value in the
Separate Account.
The Risk Charge compensates Us for some of the mortality risks We assume, and
the risk that We will experience costs above that for which We are compensated.
It also compensates Us for some of the administrative costs in administering the
Policy. We expect to profit from the charge.
POLICY CHARGE. We assess a Policy Charge which is deducted each Monthly
Anniversary Day. The Policy Charge is:
Per Policy Month for Policy $25
Year 1:
Per Policy Month for Policy Currently, $5. This charge is
Years 2 and later: not guaranteed and may be
increased but it will not
exceed $10.
The Policy Charge compensates Us for some of the administrative costs of the
Policy and the Separate Account.
WAIVER OF MONTHLY DEDUCTION. You can elect to have a Waiver of Monthly
Deduction Rider added to Your Policy. This rider provides for all monthly
deductions, excluding the Risk Charge, to be waived during the Primary Insured's
total disability beginning before age 60 and continuing 6 months or more. Any
Monthly Deductions, excluding the Risk Charge, made during the first 6 months
will be credited back to the Accumulation Value and subsequent monthly
deductions, excluding the Risk Charge, are waived as long as total disability
continues.
You should consult the rider for the terms and conditions. The rider is
available as an alternative to the Waiver of Planned Premiums. You can select
either the Waiver of Monthly Deduction Rider or the Waiver of Planned Premium
Rider but not both. The rider is not available if the Policy is issued with the
Guaranteed Minimum Death Benefit.
SURRENDER CHARGE
If the Policy is surrendered before the 10th Policy Anniversary or within 10
years following the effective date of any increase in Specified Amount, a
Surrender Charge may be deducted. The amount of the Surrender Charge depends
upon Your Specified Amount, the year of surrender, issue Age, sex and Rate
Class. The Surrender Charge specific to Your Policy is shown on Your Policy
Schedule. The charge is not affected by special Rate Classes nor by the addition
of riders. After the fourth Policy Year, or after four years following the
effective date of an increase, the Surrender Charge between Policy Years will be
pro-rated monthly. When there is a partial surrender of Cash Surrender Value, a
pro-rata portion of the Surrender Charge is assessed for any amount that the
Specified Amount is reduced. The pro-rata Surrender Charge is calculated in the
same manner as for a requested decrease.
PARTIAL SURRENDER FEE
When there is a partial surrender of the Cash Surrender Value, in addition to
any Surrender Charge that may be assessed, We will charge a Partial Surrender
Fee of $25.
WAIVER OF SURRENDER CHARGES
After the first Policy Anniversary, the Surrender Charge may be waived in the
following circumstances:
FREE PARTIAL SURRENDER AMOUNT. Once each Policy Year, on a non-cumulative
basis, You may make a free partial surrender up to 10% of the unloaned
Accumulation Value without the imposition of the Partial Surrender Fee or the
Surrender Charge. If the Policy is later totally surrendered for its Cash
Surrender Value, then the pro-rata Surrender Charges for each free partial
surrender will be assessed at the time of surrender.
CONFINEMENT. The Surrender Charge will not apply if: (1) You are
confined in a long term care facility, skilled or intermediate nursing facility
or hospital; (2) You have been so confined for at least 90 consecutive days; (3)
a physician certifies that confinement is required because of sickness or
injury; and (4) You were not so confined on the Policy Date. Proof of
confinement will be required in a form satisfactory to Us.
TOTAL DISABILITY. The Surrender Charge will not apply if: (1) You are
totally disabled; (2) You have been so disabled for at least 90 days; (3) a
physician certifies that You are totally disabled; and (4) You were not so
disabled on the Policy Date. Proof of disability will be required in a form
satisfactory to Us.
INVOLUNTARY UNEMPLOYMENT. The Surrender Charge will not apply if: (1)
You were employed on a "full time" basis (working at least 17 hours per week) on
the Policy Date; (2) Your employment was terminated by Your employer; (3) You
remain unemployed for at least 90 days; and (4) You certify in writing at the
time You make Your surrender request that You are still unemployed.
DIVORCE. The Surrender Charge will not apply if: (1) You were married
on the Policy Date; (2) subsequent to the Policy Date a divorce proceeding is
filed; and (3) You certify in writing at the time You make Your surrender
request that You are now divorced.
Not all options may be available in all states.
REDUCTION OR ELIMINATION OF THE SURRENDER CHARGE
We may reduce or eliminate the amount of the Surrender Charge when the
Policy is sold under circumstances which reduce its sales expense. Some examples
are: if there is a large group of individuals that will be purchasing the Policy
or a prospective purchaser already had a relationship with Us. We will not
deduct a Surrender Charge under a Policy issued to an officer, director or
employee of BMA or any of its affiliates.
TRANSFER FEE
You can make 12 free transfers every Policy Year. If You make more than 12
transfers a year, We will deduct a transfer fee of $25. 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 Option, the Asset
Rebalancing Option or Asset Allocation Option, it will not count in determining
the transfer fee.
TAXES
We may assess a charge against the Policy for any taxes attributable to the
Separate Account. We do not expect to incur any such taxes.
INVESTMENT OPTION EXPENSES
There are deductions from and expenses paid out of the assets of the various
Investment Options, which are summarized below. See the fund prospectuses for
more information.
INVESTMENT OPTION EXPENSES
(as a percentage of the average daily net assets of an Investment Option)
<TABLE>
<CAPTION>
Total Annual
Other Portfolio
Expenses Expenses
Management (after (after
Fees reimbursement) reimbursement)
---- -------------- --------------
INVESTORS MARK SERIES FUND, INC.(1)
MANAGED BY STANDISH, AYER & WOOD, INC.
<S> <C> <C> <C>
Intermediate Fixed Income Portfolio .60% .20% .80%
Mid Cap Equity Portfolio .80% .10% .90%
Money Market Portfolio .40% .10% .50%
MANAGED BY STANDISH INTERNATIONAL
MANAGEMENT COMPANY, L.P.
Global Fixed Income Portfolio .75% .25% 1.00%
MANAGED BY STEIN ROE & FARNHAM, INCORPORATED
Small Cap Equity Portfolio .95% .10% 1.05%
Large Cap Growth Portfolio .80% .10% .90%
MANAGED BY DAVID L. BABSON & CO., INC.
Large Cap Value Portfolio .80% .10% .90%
MANAGED BY LORD, ABBETT & CO.
Growth & Income Portfolio .80% .10% .90%
MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.
Balanced Portfolio .80% .10% .90%
BERGER INSTITUTIONAL PRODUCTS TRUST (2)
MANAGED BY BBOI WORLDWIDE LLC
Berger/BIAM IPT - International Fund .00% 1.20% 1.20%
CONSECO SERIES TRUST (3)
Asset Allocation Portfolio(4) 0.55% 0.20% 0.75%
Common Stock Portfolio(4) 0.60% 0.20% 0.80%
Corporate Bond Portfolio 0.50% 0.20% 0.70%
Government Securities Portfolio 0.50% 0.20% 0.70%
Money Market Portfolio(4) 0.25% 0.20% 0.45%
</TABLE>
1. Investors Mark Advisors, LLC has voluntarily agreed to reimburse
expenses of each Portfolio of Investors Mark Series Fund, Inc. for the first
year of operations so that the annual expenses do not exceed the amounts set
forth above under "Total Annual Portfolio Expenses" for each Portfolio. Absent
such expense reimbursement, the Total Annual Portfolio Expenses are estimated to
be: 1.15% for the Money Market Portfolio; 2.04% for the Intermediate Fixed
Income Portfolio; 2.04% for the Global Fixed Income Portfolio; 1.10% for the Mid
Cap Growth Portfolio; 1.10% for the Balanced and Growth & Income Portfolios;
1.25% for the Small Cap Equity Portfolio; and 1.02% for the Large Cap Growth and
Large Cap Value Portfolios.
2. BBOI Worldwide LLC has voluntarily agreed to waive its advisory fee and
expects to voluntarily reimburse the Berger/BIAM IPT - International Fund for
additional expenses to the extent that normal operating expenses in any fiscal
year, including the management fee but excluding brokerage commissions,
interest, taxes and extraordinary expenses, of the Fund exceed 1.20% of the
Fund's average daily net assets. Absent the voluntary waiver and reimbursement,
the management fee for the Fund would be .90% and its "Total Annual Portfolio
Expenses" are estimated to be 3.83%.
3. Conseco Capital Management, Inc., the investment adviser of Conseco
Series Trust, has voluntarily agreed to reimburse all expenses, including
management fees, in excess of the following percentage of the average annual net
assets of each listed Portfolio, as long as such reimbursement would not result
in a Portfolio's inability to qualify as a regulated investment company under
the Code: 0.75% for the Asset Allocation Portfolio; 0.80% for the Common Stock
Portfolio; 0.70% for the Corporate Bond Portfolio and Government Securities
Portfolio; and 0.45% for the Money Market Portfolio. The total percentages in
the above table is after reimbursement. In the absence of expense reimbursement,
the total fees and expenses in 1997 would have totaled: 0.84% for the Asset
Allocation Portfolio; 0.80% for the Common Stock Portfolio; 0.77% for the
Corporate Bond Portfolio; 0.92% for the Government Securities Portfolio; and
0.52% for the Money Market Portfolio.
4. Conseco Capital Management, Inc., since January 1, 1993, has voluntarily
waived its management fees in excess of the annual rates set forth above. Absent
such fee waivers, the management fees would be: .65% for the Asset Allocation
Portfolio; .65% for the Common Stock Portfolio; and .50% for the Money Market
Portfolio.
5. DEATH BENEFIT
The primary purpose of the Policy is to provide Death Benefit protection on the
life of the Primary Insured. While the Policy is in force, if the Primary
Insured dies, the Beneficiary(ies) will receive the Death Proceeds. The Death
Proceeds equal the Death Benefit under the Policy less any Indebtedness.
The amount of the Death Benefit depends upon the Specified Amount and Your
Policy's Accumulation Value on the date of the Primary Insured's death, and the
Death Benefit Option in effect at the time of death.
The Policy provides two Death Benefit options: a Level Death Benefit and an
Adjustable Death Benefit. So long as the Policy remains in force, the Death
Benefit under either option will never be less than the Specified Amount.
LEVEL DEATH BENEFIT OPTION. The amount of the Death Benefit under the
Level Death Benefit Option is the greater of:
1. the Specified Amount on the date of death; or
2. the Accumulation Value on the date of death multiplied by the
applicable factor from the Table of Minimum Death Benefit
Corridor Percentages shown below.
ADJUSTABLE DEATH BENEFIT OPTION. The amount of the Death Benefit under the
Adjustable Death Benefit Option is the greater of:
1. the Specified Amount on the date of death plus the Accumulation Value
on the date of death; or
2. the Accumulation Value on the date of death multiplied by the
applicable factor from the Table of Minimum Death Benefit Corridor
Percentages shown below.
The applicable percentage is a percentage that is based on the attained Age of
the Primary Insured at the beginning of the Policy Year and is equal to the
following:
Attained Corridor Attained Corridor
Age Percentage Age Percentage
--- ---------- --- ----------
0-40 250% 60 130%
41 243% 61 128%
42 236% 62 126%
43 229% 63 124%
44 222% 64 122%
45 215% 65 120%
46 209% 66 119%
47 203% 67 118%
48 197% 68 117%
49 191% 69 116%
50 185% 70 115%
51 178% 71 113%
52 171% 72 111%
53 164% 73 109%
54 157% 74 107%
55 150% 75-90 105%
56 146% 91 104%
57 142% 92 103%
58 138% 93 102%
59 134% 94 101%
95-100 100%
CHANGE IN DEATH BENEFIT OPTION
You may change the Death Benefit option after the Policy has been in force for
at least one year, subject to the following:
1. You must submit an Authorized Request;
2. once the Death Benefit option has been changed, it cannot be
changed again for one year from the date of the change;
3. if the Level Death Benefit Option is to be changed to the
Adjustable Death Benefit Option, You must submit proof
satisfactory to Us that the Primary Insured is still insurable;
4. if the Level Death Benefit Option is changed to the Adjustable
Death Benefit Option the resulting Specified Amount can never be
less than 50% of the Minimum Specified Amount. The Specified
Amount will be reduced to equal the Specified Amount less the
Accumulation Value on the date of change. This decrease will not
result in any decrease in Premiums or Surrender Charges; and
5. if the Adjustable Death Benefit Option is changed to the Level
Death Benefit Option, the Specified Amount will be increased by
an amount equal to the Accumulation Value on the date of the
change. This increase will not result in any increase in Premiums
or Surrender Charges.
Any change in a Death Benefit option will take effect on the Monthly Anniversary
Date on or following the date We approve the request for the change.
CHANGE IN SPECIFIED AMOUNT
You may change the Specified Amount of the Policy effective on any Monthly
Anniversary Day after the Policy has been in force at least one year, subject to
the following requirements. Once the Specified Amount has been changed, it
cannot be changed again for one year from the date of a change.
SPECIFIED AMOUNT INCREASE. To increase the Specified Amount You must:
1. submit an application for the increase;
2. submit proof satisfactory to Us that the Primary Insured is an
insurable risk; and
3. pay any additional Premium which is required.
The Specified Amount can only be increased before the Primary Insured reaches
Age 80. A Specified Amount increase will take effect on the Monthly Anniversary
Day on or following the day We approve the application for the increase. The
Specified Amount increase must be for at least $10,000. Each increase will have
its own Surrender Charge based on the increased issue Age, sex and Rate Class.
The Rate Class that applies to any Specified Amount increase may be different
from the Rate Class that applies to the Initial Specified Amount. Each increase
will have its own Cost of Insurance rate.
The following changes will be made to reflect the increase:
1. the No-Lapse Monthly Minimum Premium will be increased;
2. an additional Surrender Charge for the increase in Specified
Amount will apply.
We will furnish You with documentation showing You any change in Rate Class for
the Specified Amount increase, the amount of the increase and the additional
Surrender Charges.
SPECIFIED AMOUNT DECREASE. You must request by Authorized Request any
decrease in the Specified Amount. The decrease will take effect on the later
of:
1. the Monthly Anniversary Day on or following the day We receive
Your request for the decrease; or
2. the Monthly Anniversary Day one year after the last change in
Specified Amount was made.
A Specified Amount decrease will be used to reduce any previous increases to the
Specified Amount which are then in effect starting with the latest increase and
continuing in the reverse order in which the increases were made. If any portion
of the decrease is left over after all Specified Amount increases have been
reduced to zero, it will be used to reduce the Initial Specified Amount. We will
not permit a Specified Amount decrease that would reduce the Specified Amount
below the Minimum Specified Amount. The applicable Surrender Charge for the
amount of decrease will be deducted from the Accumulation Value.
The No-Lapse Monthly Minimum Premium will be reduced to reflect the Specified
Amount decrease.
GUARANTEED MINIMUM DEATH BENEFIT
You can elect to have a Guaranteed Minimum Death Benefit Rider added to Your
Policy. This rider guarantees that the Death Benefit under Your Policy will
never be less than the Specified Amount during the Guaranteed Minimum Death
Benefit (GMDB) period provided that the GMDB payment requirement has been met.
The GMDB Period is determined for each issue Age in accordance with the
following:
Issue Age GMDB Period
--------- -----------
20-35 25 years
36-50 to age 60
51-55 10 years
56-59 to age 65
There is no separate charge for this rider but in order to have the GMDB
provided by the rider You must pay a certain level of Premiums each month which
is greater than the No-Lapse Monthly Minimum Premium. The GMDB payment
requirement is that the sum of all premiums paid less any partial surrenders and
less any Indebtedness are at least as large as the sum of the GMDB monthly
Premiums since the Policy Date. The payment requirement for the GMDB rider must
be met on each Monthly Anniversary Day even though Premiums do not need to be
paid monthly. The GMDB Monthly Premium is determined by the Primary Insured's
issue Age, sex and Rate Class and includes all rider costs. Ask Your Registered
Representative for the particulars to Your own situation.
ACCELERATED DEATH BENEFIT
If the Primary Insured is terminally ill, under the Accelerated Death Benefit
rider, We will pre-pay a portion of the Death Benefit. You may elect to have an
Accelerated Death Benefit. You can only elect this benefit one time, regardless
if the amount You selected. No premium is charged for this rider.
You can choose an amount between 10% and 50% of the Specified Amount. The
maximum benefit amount is the greater of $250,000 and 10% of the Specified
Amount. The remaining amount of the Specified Amount in Your Policy must be at
least equal to 50% of the Minimum Specified Amount.
Benefits as specified under the Policy will be reduced upon receipt of an
Accelerated Death Benefit amount. Receipt of an Accelerated Death Benefit amount
may be taxable. You should contact Your personal tax or financial adviser for
specific information.
After an Accelerated Death Benefit payment is made, the Policy will remain in
force and reduced Premiums will be payable. The Policy's Specified Amount,
Accumulation Value and Surrender Charge will be reduced by the percentage of the
requested portion of the available amount as specified in the rider. Any
outstanding Loan will be reduced by the portion of the Loan and repaid by the
same percentage as the Accelerated Death Benefit percentage as described in the
rider.
The receipt of an Accelerated Death Benefit amount may adversely affect the
recipient's eligibility for Medicaid or other government benefits or
entitlements.
The amount available will be reduced by, an interest charge and any repayment of
Indebtedness. The interest charge is based on the same interest charge as is
used to determine loans.
6. TAXES
NOTE: BMA HAS PREPARED THE FOLLOWING INFORMATION ON FEDERAL INCOME 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.
BMA HAS INCLUDED IN PART II AN ADDITIONAL DISCUSSION REGARDING TAXES.
LIFE INSURANCE IN GENERAL
Life insurance, such as this 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 (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.
Beneficiaries generally are not taxed when they receive the Death Proceeds upon
the death of the Primary Insured.
TAKING MONEY OUT OF YOUR POLICY
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. If Your Policy
is a MEC any loans or withdrawals from the Policy will be treated as first
coming from earnings and then from Your investment in the Policy. Consequently,
these earnings are included in taxable income.
The Internal Revenue Code also provides that any amount received from a MEC
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 Your Policy is not a MEC, any surrender proceeds will be treated as first a
recovery of the investment in the Policy and to that extent will not be included
in taxable income. Furthermore any loan will be treated as indebtedness under
the Policy and not as a taxable distribution. 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. We believe that the Investment Options are being
managed so as to comply with such 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 Us would be considered the Owner of the shares of the
Investment Options. 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 Options, to make
transfers among the Investment Options or the number and type of Investment
Options 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, BMA reserves the right to modify the Policy
in an attempt to maintain favorable tax treatment.
7. ACCESS TO YOUR MONEY
LOANS
We will loan You money while the Policy is in force and not in a Grace Period,
with the Policy as the sole security. We will advance a loan amount not to
exceed the loan value. The loan must be secured by proper assignment of the
Policy. We may defer granting loans but not for more than six months.
The Accumulation Value securing the loan is transferred to the Loan Account on a
pro-rata basis. The amount transferred from each Investment Option and the Fixed
Account will equal the ratio of the value each bears to the total unloaned
Accumulation Value. If You desire other than the above, You may specify the
specific Investment Option from which the transfer is to be made.
Any Indebtedness will be deducted from any amount payable under the Policy.
No new loan may be taken which, in combination with existing loans and accrued
interest, is greater than the Loan Value.
EFFECT OF A LOAN. A Policy loan will result in Accumulation Value being
transferred from the Investment Options or the Fixed Account to the Loan
Account. A Policy Loan, whether or not unpaid, will have a permanent effect on
the death benefits and Policy values, because the amount of the Policy Loan will
not share in the investment results of the Investment Options in which it had
been invested. If not paid, the Policy Loan will reduce the amount of Death
Benefit and Cash Surrender Value.
LOAN VALUE. The loan value is equal to 90% of the Accumulation Value as of
the date the Authorized Request for the loan is received at the BMA Service
Center less: (a) an amount equal to the Surrender Charge, if any, that applies
if the Policy is surrendered in full; (b) any existing Indebtedness; (c)
interest on all Indebtedness on the Policy to the next Policy Anniversary; and
(d) prior to the ninth Policy Month, an amount equal to the balance of the
Monthly Deductions for the first Policy Year; or (e) on or after the ninth
Policy Month, an amount equal to the sum of the next three Monthly Deductions.
LOAN INTEREST (CHARGED). Interest is payable in advance on the first
interest payment due date and on each Policy Anniversary that follows at the
loan interest rate which is shown on Your Policy Schedule. The interest rate
applies to the unpaid balance of the loan. The first interest payment is due on
the date of the loan.
If loan interest is not paid, the difference between the value of the Loan
Account and the Indebtedness will be transferred from the Investment Options and
the Fixed Account on a pro-rata basis to the Loan Account.
INTEREST CREDITED. The Accumulation Value in the Loan Account will earn
interest at a rate not less than 4%. For Policy Years 11 and after, the
Accumulation Value in the Loan Account will earn interest at the Loan Interest
Rate.
LOAN REPAYMENT. Loans may be repaid at any time while the Policy is in
force. There is no minimum loan repayment amount. The amount equivalent to a
loan repayment will be deducted from the Loan Account and allocated to the
originating Investment Options and the Fixed Account in the same percentage as
was used for the transfers to the Loan Account.
AMOUNTS RECEIVED BY US WILL BE APPLIED AS PREMIUMS UNLESS WE ARE OTHERWISE
INSTRUCTED TO APPLY SUCH AMOUNTS AS REPAYMENT OF THE LOAN.
TERMINATION FOR MAXIMUM INDEBTEDNESS. The Policy will terminate when
Indebtedness equals or exceeds the Accumulation Value less the Surrender Charge,
if any, that applies if the Policy is surrendered in full. Termination will be
effective 61 days after We send notice of the termination to Your last known
address and the last known address of any assignee of record.
SURRENDERS
TOTAL SURRENDER. You may terminate the Policy at any time by submitting
an Authorized Request to the BMA Service Center. We will pay the Cash Surrender
Value to You as of the Business Day the Authorized Request is received in good
order and Our liability under the Policy will cease. A Surrender Charge may be
assessed.
PARTIAL SURRENDER. After the first Policy Year, You may surrender a
part of the Cash Surrender Value by submitting an Authorized Request to the BMA
Service Center. All partial surrenders are subject to the following:
1. a partial surrender must be for at least $250.
2. unless You specify otherwise, the partial surrender will be
deducted on a pro-rata basis from the Fixed Account and the
Investment Options; the Surrender Charge and the Partial
Surrender Charge are also deducted from the Accumulation Value;
You may specify if a different allocation method is to be used;
however the proportion to be taken from the Fixed Account may
never be greater than the Fixed Account's proportion of the total
unloaned Accumulation Value.
3. You cannot replace the surrendered Cash Surrender Value.
4. upon a partial surrender, the Specified Amount may be reduced if
the Level Death Benefit Option is in effect. The Specified Amount
will not be reduced if the Adjustable Death Benefit Option is in
effect. The Specified Amount will be reduced by the amount of the
partial surrender if the Policy is not in corridor. (A Policy is
in corridor if the Accumulation Value exceeds certain specified
percentages as set forth in the Internal Revenue Code.)
5. a partial surrender is allowed twice each Policy Year and will be
limited to such amounts so that the partial surrender will not
reduce the Specified Amount below the Minimum Specified Amount,
or reduce the remaining Cash Surrender Value below $500.
6. a pro-rata portion of the Surrender Charge is assessed for any
amount by which the Specified Amount is reduced. A Partial
Surrender Fee also applies.
8. OTHER INFORMATION
BMA
Business Men's Assurance Company of America ("BMA" or the "Company"), BMA Tower,
700 Karnes Blvd., Kansas City, Missouri, 64108 was incorporated in 1909 under
the laws of the state of Missouri. BMA is licensed to do business in the
District of Columbia, Puerto Rico and all states except New York. BMA operates
as a Reinsurer in the state of New York. BMA is a wholly owned subsidiary of
Assicurazioni Generali S.p.A., which is the largest insurance organization in
Italy.
THE SEPARATE ACCOUNT
We have established a separate account, BMA Variable Life Account A (Separate
Account), to hold the assets that underlie the Policies.
The assets of the Separate Account are being held in Our name on behalf of the
Separate Account and legally belong to Us. However, those assets that underlie
the Policies, are not chargeable with liabilities arising out of any other
business We may conduct. All the income, gains and losses (realized and
unrealized) resulting from those assets are credited to or charged against the
Policies and not against any other Policies We may issue.
DISTRIBUTOR
Jones & Babson, Inc., acts as the distributor of the Policies. Jones & Babson,
Inc. is a wholly owned subsidiary of BMA.
The Policy will be sold by individuals who, in addition to being licensed as
life insurance agents for BMA, are also National Association of Securities
Dealers (NASD) registered representatives. These persons will receive
compensation for this sale.
ADMINISTRATION
We have hired GENELCO, Incorporated, 9735 Landmark Parkway Drive, St. Louis,
Missouri to perform certain administrative services regarding the Policies. The
administrative services include issuance of the Policy and maintenance of Policy
records. Claims are handled jointly between BMA and GENELCO.
SUSPENSION OF PAYMENTS OR TRANSFERS
We 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 Options is not reasonably practicable or BMA cannot
reasonably value the shares of the Investment Options;
4. during any other period when the Securities and Exchange Commission,
by order, so permits for the protection of owners.
We may defer the portion of any transfer, amount payable or surrender, or Policy
Loan from the Fixed Account for not more than six months
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 Primary
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 Proceeds. 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
EXECUTIVE OFFICERS AND DIRECTORS OF BMA
The directors and executive officers of BMA and their business experience for
the past five years are as follows:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Depositor and
Business Address * Business Experience for the Past Five Years
- ------------------ -------------------------------------------
<S> <C>
Giorgio Balzer Director, Chairman of the Board and
Chief Executive Officer of BMA; U.S.
Representative - Generali - US Branch.
Robert Thomas Rakich Director, President and Chief Operating
Officer of BMA from 1995 to present; President
and Chief Executive Officer, Laurentian
Capital Corp., 1988 to October, 1995.
Dennis Keith Cisler Senior Vice President - Information
Systems of BMA from 1991 - present.
David Lee Higley Senior Vice President and Chief Financial
Officer of BMA from 1989 - present.
Stephen Stanley Soden Senior Vice President - Financial Group from
1994 to present; President & Executive Vice
President from 1985 to 1996, BMA Financial
Services, Inc.
Michael Kent Deardorff Vice President - BMA Financial Group
Marketing from 1996 - present; Vice
President Annuity from 1994 to 1996;
Vice President - Advance Markets from
1990 to 1994.
James Evan Kilmer Vice President of BMA - Taxes.
Edward Scott Ritter Senior Vice President - Corporate Development
of BMA from 1998 to present; Vice President
from 1990 to 1998.
David Allen Gates Vice President and General Counsel of BMA
from 1998 to present; Regulatory Affairs
Vice President from 1991 to 1998.
Martin Jefferson Fuller Senior Vice President - Insurance Distribution
of BMA from 1996 to present; Vice President-
Sales Employee Benefits Division from 1993
to 1996.
Robert Noel Sawyer Senior Vice President and Chief Investment
Officer of BMA from 1990 to present.
Vernon Wirt Voorhees II Director, Senior Vice President - Corporate
Services and Secretary of BMA since 1995.
Margaret Mary Heidkamp Vice President - Operations, Variable and
Accumulation Products of BMA from 1998 to
present; Vice President, Management
Services from 1986 to 1998.
Jay Brian Kinnamon Vice President and Corporate Actuary of BMA
from 1991 to present.
Susan Annette Sweeney Vice President - Treasurer & Controller of BMA
from 1995 to present; Chief Financial
Officer - Dean Machinery 1995; Manager of
Finance - Jackson County, Missouri from
1991 to 1995.
Gerald Wayne Selig Vice President and Actuary - Accumulation
Products of BMA from 1998 to present; Actuary-
Accumulation Products from 1996 to 1998;
Actuary - Qualified Plan Services from
1989 to 1996.
Thomas Morton Bloch Director of BMA since 1993; Teacher, St.
Francis Xavier School from August 1995 to
present; President and Chief Executive Officer
-H & R Block, Inc. until 1995.
Gianguido Castagno Director of BMA since 1990; Vice President-
Head of Valuations Department-Assicurazioni
Generali, S.p.A., Trieste, Italy; Vice
President-Head of Corporate Operations Control
Department to December 1997 - Assicurazioni
Generali.
William Thomas Grant II Director of BMA since 1990; President and
Chief Executive Officer, Chairman of the Board
-Labone, from 1997 to present; Chairman and
Chief Executive Officer Seafield Capital
Corporation from 1993 to 1997.
Donald Joyce Hall, Jr. Director of BMA since 1990; Hallmark Vice
President-Creative - Hallmark Cards, Inc.;
Hallmark Vice President - Product Development
-Hallmark; Hallmark Vice President - Creative
-Hallmark; General Manager - Keepsakes -
Hallmark; Executive Assistant to Executive
Vice President-Hallmark; Director, Specialty
Store Development-Hallmark.
Allan Drue Jennings Director of BMA since 1990; Chairman of the
Board, President and Chief Executive Officer -
Kansas City Power & Light Company.
David Woods Kemper Director of BMA since 1991; Chairman of the
Board, President and Chief Executive officer -
Commerce Bancshares, Inc.
Giorgio Liveris Director of BMA since 1990; Head of Life
Branch-Assicurazioni Generali, S.p.A.,
Trieste, Italy.
John Kessander Lundberg Director of BMA since 1990; Retired.
John Pierre Mascotte Director of BMA since 1990; President and
Chief Executive Officer - Blue Cross Blue
Shield of Kansas City, Chairman -Johnson &
Higgins of Missouri, Inc.; Chairman and Chief
Executive Officer - The Continental
Corporation.
Giovanni Perissinotto Director of BMA since 1990; Manager of the
Accounting and Investment Department -
Assicurazioni Generali, S.p.A., Trieste,
Italy; General Manager - Assicurazioni
Generali - 1997; Deputy General Manager,
Assicurazioni Generali - 1996; Manager
of the Accounting and Investment Department -
Assicurazioni Generali - 1995; Joint
Manager of the Accounting and Investment
Department - Assicurazioni Generali - 1993.
</TABLE>
* Principal Business Address is BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
VOTING
In accordance with Our view of present applicable law, We will vote the shares
of the Investment Options at special meetings of shareholders in accordance with
instructions received from Owners having a voting interest. We will vote shares
for which We have not received instructions in the same proportion as We vote
shares for which We have received instructions. We will vote shares We own in
the same proportion as We vote shares for which We have received instructions.
The funds do not hold regular meetings of shareholders.
If the Investment Company Act of 1940 or any regulation thereunder should be
amended or if the present interpretation thereof should change, and as a result
We determine that it is permitted to vote the shares of the funds in Our own
right, We 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 Accumulation Value of a Policy which
is allocated to an Investment Option 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 Us 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 Options in which he or she has an interest, proxy material and
a form with which to give such voting instructions.
DISREGARD OF VOTING INSTRUCTIONS. We 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 Option to make, or refrain from making, investments
which would result in changes in the sub-classification or investment objectives
of the Investment Option. We 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 Us that the change
would violate state or federal law or the change would not be consistent with
the investment objectives of the Investment Options 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 Us or of an affiliated company. In the event We do
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.
LEGAL OPINIONS
Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut has provided advice on
certain matters relating to the Federal securities and income tax laws in
connection with the Policies.
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 Us 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 Premiums to be received will be considered. Per
Policy sales expenses are likely to be less on larger Premium payments than on
smaller ones.
3. Any prior or existing relationship with Us 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 We are not presently aware,
which could result in reduced sales expenses.
If, after consideration of the foregoing factors, We determine that there will
be a reduction in sales expenses, We 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 BMA or any of Our 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.
NET AMOUNT AT RISK
LEVEL DEATH BENEFIT. For the Level Death Benefit Option, the Net Amount at
Risk is the greater of:
1. the Specified Amount divided by 1.0032737 less the Accumulation
Value; and
2. the Accumulation Value times the applicable Minimum Death Benefit
Corridor Percentage (shown in Part 2 Section 5 Death Benefit)
divided by 1.0032737, less the Accumulation Value.
ADJUSTABLE DEATH BENEFIT OPTION. For the Adjustable Death Benefit Option,
the Net Amount at Risk is the greater of:
1. the Specified Amount plus the Accumulation Value divided by
1.0032737, less the Accumulation Value, and
2. the Accumulation Value times the applicable Minimum Death Benefit
Corridor Percentage divided by 1.0032737, less the Accumulation
Value.
MATURITY DATE
The Policy provides that We will pay the Accumulation Value of the Policy, less
Indebtedness, to You on the Maturity Date if the Primary Insured is then living.
Unless an extension is requested, the Maturity Date will be the Policy
Anniversary Date nearest the Primary Insured's 100th birthday.
At any time within the twelve calendar months prior to the Maturity Date, You
may request that the Maturity Date be extended through the Extension of Maturity
Date Rider. If We received Your written request prior to the Maturity Date and
all past due Monthly Deductions have been paid, the Policy will continue in
force beyond the Maturity Date until the earlier of the death of the Primary
Insured or the date that We receive Your request to surrender the Policy.
No rider will be extended past the original Policy Maturity Date.
Once the Maturity Date extension is in place, the Death Benefit will be the
Accumulation Value, less any Indebtedness. The Monthly Deduction will no longer
be deducted and no new Premiums will be accepted. Interest or loans, if any,
will continue to accrue and will be added to the total Indebtedness.
Loan repayments will be accepted.
There is no charge for this rider.
MISSTATEMENT OF AGE OR SEX
The age of the Primary Insured is the Age nearest the Primary Insured's birthday
on the Policy Date or Policy Anniversary, determined from the date of birth
shown in the application. If the date of birth or sex shown on the Policy
Schedule is not correct, the Death Benefit will be adjusted to that which would
be purchased by the most recent cost of insurance charge at the correct date of
birth and sex.
OUR RIGHT TO CONTEST
We cannot contest the validity of the Policy except in the case of fraud after
it has been in effect during the Primary 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 Primary 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 loans and less any
surrenders.
PAYMENT OPTIONS
The Death Proceeds may be paid in a lump sum or may be applied to one of the
following Payment Options:
Option 1- Life Annuity
Option 2- Life Annuity with 120 or 240 Monthly Annuity Payments
Guaranteed
Option 3- Joint and Last Survivor Annuity
Option 4- Joint and Last Survivor Annuity with 120 or 240
Monthly Annuity Payments Guaranteed.
You or the Beneficiary can select to have the Payment Options payable on either
a fixed or variable basis.
TAX STATUS
NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON BMA'S UNDERSTANDING OF CURRENT
FEDERAL INCOME TAX LAW APPLICABLE TO LIFE INSURANCE IN GENERAL. BMA 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. BMA
BELIEVES THAT THE POLICIES TO BE ISSUED WILL QUALIFY AS "LIFE INSURANCE
CONTRACTS" UNDER SECTION 7702. BMA 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 Our 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.
BMA is taxed as a life insurance company under the Code. For federal income tax
purposes, the Separate Account is not a separate entity from BMA and its
operations form a part of BMA.
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 these 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".
BMA intends that each Investment Option 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, BMA 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, BMA 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 BMA 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 BMA'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. The tax treatment accorded to loan proceeds and/or
surrender payments from the Policies will depend on whether the Policy is
considered to be a MEC. (See "Tax Treatment of Loans and Surrenders.")
Otherwise, the Company believes that 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. Also, the Owner is not deemed to be in constructive
receipt of the Cash Surrender Value, including increments thereon, under a
Policy until there is a distribution of such amounts.
Federal, state and local estate, inheritance and other tax consequences of
ownership, or receipt of Policy proceeds, depend on the circumstances of each
Owner or Beneficiary.
TAX TREATMENT OF LOANS AND SURRENDERS. Section 7702A of the Code sets
forth the rules for determining when a life insurance policy will be deemed to
be a MEC. A MEC is a contract which is entered into or materially changed on or
after June 21, 1988 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 or addition of qualified
additional 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.
Furthermore, any Policy received in exchange for a Policy classified as a MEC
will be treated as a MEC 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 MEC if no additional premiums are paid.
Due to the flexible premium nature of the Policy, the determination of whether
it qualifies for treatment as a MEC depends on the individual circumstances of
each Policy.
If the Policy is classified as a MEC, then 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 distributions: (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.
If a Policy is not classified as a MEC, then any surrenders shall be treated
first as a recovery of the investment in the Policy which would not be received
as taxable income. However, if a distribution is the result of a reduction in
benefits under the Policy within the first fifteen years after the Policy is
issued in order to comply with Section 7702, such distribution will, under rules
set forth in Section 7702, be taxed as ordinary income to the extent of income
in the Policy.
Any loans from a Policy which is not classified as a MEC, will be treated as
indebtedness of the Owner and not a distribution. Upon complete surrender, if
the amount received plus loan indebtedness exceeds the total premiums paid that
are not treated as previously surrendered by the Policy Owner, the excess
generally will be treated as ordinary income.
Personal interest payable on a loan under a Policy owned by an individual is
generally not deductible. Furthermore, no deduction will be allowed for interest
on loans under Policies covering the life of any employee or officer of the
taxpayer or any person financially interested in the business carried on by the
taxpayer to the extent the indebtedness for such employee, officer or
financially interested person exceeds $50,000. The deductibility of interest
payable on Policy loans may be subject to further rules and limitations under
Sections 163 and 264 of the Code.
Policy Owners should seek competent tax advice on the tax consequences of taking
loans, distributions, exchanging or surrendering any Policy.
MULTIPLE POLICIES. The Code further provides that multiple MEC that are
issued within a calendar year period to the same Owner by one company or its
affiliates are treated as one MEC 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 MEC 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 includible 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
We will at a minimum send to each Owner semi-annual and annual reports of the
Investment Options. Within 30 days after each Policy Anniversary, an annual
statement will be sent to each Owner. We may elect to send these more often. The
statement will show the current amount of Death Benefit payable under the
Policy, the current Accumulation Value, the current Cash Surrender Value,
current Loans 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
Options; (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. We are
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 statements of Business Men's Assurance Company of
America at December 31, 1997 and 1996, and for each of the three years in the
period ended December 31, 1997, have been audited by Ernst & Young LLP, 1200
Main Street, Kansas City, Missouri 64106, independent auditors, as set forth in
their report thereon appearing elsewhere herein, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
FINANCIAL STATEMENTS
There are no financial statements for the Separate Account because as of the
date of this prospectus it has not yet commenced operations.
[The Financial Statements of the Company will be inserted here in a
Pre-Effective Amendment]
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 45 and 55 and a female age 50. Our
hypothetical insureds are in good health, do not smoke and qualify for preferred
non-tobacco rates. The initial and Planned Premiums are shown in the upper left
hand corner of each illustration. The Death Proceeds, Accumulation Values and
Cash Surrender Values would be lower if the Primary Insured was in a standard
non-tobacco, tobacco or special Rate Class since the cost of insurance charges
would increase.
There are three illustrations -- all of which are based on the above. We also
assumed that the underlying Investment Option had gross rates of return of 0%,
6%, 12%. This means that the underlying Investment Option 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 approximately .905% for these charges) are approximately -.09%,
5.09% and 11.09%.
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 Accumulation Value, Cash
Surrender Value and the Death Proceeds. The Death Proceeds are the Death Benefit
minus any outstanding loans and loan interest accrued. We used the charges We
described in the Expenses Section of the Prospectus. These charges are: (1)
Premium Charge; (2) Policy Charge (3) Risk Charge. We also deducted for the cost
of insurance based on both the current charges and the guaranteed charges. The
illustration assumes no loans were taken.
There is also a column labeled "Premiums Accumulated at 5% Interest Per Year."
This shows how the Premium 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, Rate Class, Specified Amount, the Planned
Premiums, and reflecting both the current cost of insurance and the guaranteed
cost of insurance.
<TABLE>
<CAPTION>
BMA
CLARITY VARIABLE UNIVERSAL LIFE
MALE AGE 45 PREFERRED NON-TOBACCO
Planned Premium: $1,980 ASSUMING GUARANTEED CHARGES
- ------------------------------------------------------- -------------------------------------------------------------------
Premiums Death Proceeds Accumulation Value
End of Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy at 5% Annual Investment Return of Annual Investment Return of
Year Interest
Per Year
- -------- ------------- ----------------------------------------------- -----------------------------------------------
0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross
(-.09% Net) (5.09% Net) (11.09% Net) (-.09% Net) (5.09% Net) (11.09% Net)
- -------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,079 150,000 150,000 150,000 1,054 1,141 1,227
2 4,262 150,000 150,000 150,000 2,234 2,477 2,732
3 6,554 150,000 150,000 150,000 3,355 3,833 4,352
4 8,961 150,000 150,000 150,000 4,417 5,205 6,098
5 11,488 150,000 150,000 150,000 5,415 6,591 7,977
6 14,141 150,000 150,000 150,000 6,348 7,988 10,002
7 16,927 150,000 150,000 150,000 7,208 9,389 12,181
8 19,853 150,000 150,000 150,000 7,986 10,785 14,522
9 22,924 150,000 150,000 150,000 8,675 12,168 17,037
10 26,149 150,000 150,000 150,000 9,265 13,526 19,735
11 29,536 150,000 150,000 150,000 9,818 14,945 22,757
12 33,092 150,000 150,000 150,000 10,256 16,329 26,020
13 36,825 150,000 150,000 150,000 10,573 17,674 29,550
14 40,746 150,000 150,000 150,000 10,759 18,970 33,377
15 44,862 150,000 150,000 150,000 10,799 20,199 37,529
16 49,184 150,000 150,000 150,000 10,677 21,345 42,039
17 53,722 150,000 150,000 150,000 10,373 22,388 46,948
18 58,487 150,000 150,000 150,000 9,862 23,300 52,297
19 63,491 150,000 150,000 150,000 9,110 24,049 58,138
20 68,744 150,000 150,000 150,000 8,084 24,597 64,533
</TABLE>
<TABLE>
<CAPTION>
Initial Specified Amount: $150,000
Death Benefit Option: Level
- ----------------------------------------------
Cash Surrender Value
Assuming Hypothetical Gross
Annual Investment Return of
- ---------------------------------------------
0% Gross 6 % Gross 12% Gross
(-.09% Net) (5.09% Net) (11.09% Net)
- ----------- ------------- -------------
<S> <C> <C>
0 0 0
0 2 257
880 1,358 1,877
1,942 2,730 3,623
3,360 4,536 5,922
4,689 6,329 8,343
5,970 8,152 10,944
7,168 9,967 13,705
8,253 11,746 16,616
9,265 13,526 19,735
9,818 14,945 22,757
10,256 16,329 26,020
10,573 17,674 29,550
10,759 18,970 33,377
10,799 20,199 37,529
10,677 21,345 42,039
10,373 22,388 46,948
9,862 23,300 52,297
9,110 24,049 58,138
8,084 24,597 64,533
<FN>
The hypothetical investment rates of return shown in this illustration are for
illustrative purposes only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.
The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy
would differ from those shown in this illustration if the actual gross annual
rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but
also fluctuated above or below those averages for individual policy years. The
Death Proceeds, Accumulation Value and Cash Surrender Value would also be
different if any policy loans or partial surrenders were made.
No representation can be made by BMA, the separate account or the underlying
portfolios that these hypothetical rates of return can be achieved for any one
year or sustained over a period of time.
</FN>
</TABLE>
<TABLE>
<CAPTION>
BMA
CLARITY VARIABLE UNIVERSAL LIFE
MALE AGE 45 PREFERRED NON-TOBACCO
Planned Premium: $1,980 ASSUMING CURRENT CHARGES
- ------------------------------------------------------- -------------------------------------------------------------------
Premiums Death Proceeds Accumulation Value
End of Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy at 5% Annual Investment Return of Annual Investment Return of
Year Interest
Per Year
- -------- ------------- ----------------------------------------------- -----------------------------------------------
0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross
(-.09% Net) (5.09% Net) (11.09% Net) (-.09% Net) (5.09% Net) (11.09% Net)
- -------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,079 150,000 150,000 150,000 1,079 1,166 1,253
2 4,262 150,000 150,000 150,000 2,361 2,611 2,871
3 6,554 150,000 150,000 150,000 3,603 4,098 4,636
4 8,961 150,000 150,000 150,000 4,806 5,632 6,564
5 11,488 150,000 150,000 150,000 5,970 7,213 8,672
6 14,141 150,000 150,000 150,000 7,095 8,844 10,981
7 16,927 150,000 150,000 150,000 8,180 10,525 13,509
8 19,853 150,000 150,000 150,000 9,224 12,258 16,280
9 22,924 150,000 150,000 150,000 10,225 14,042 19,316
10 26,149 150,000 150,000 150,000 11,180 15,877 22,644
11 29,536 150,000 150,000 150,000 12,163 17,863 26,432
12 33,092 150,000 150,000 150,000 13,095 19,911 30,603
13 36,825 150,000 150,000 150,000 13,968 22,015 35,196
14 40,746 150,000 150,000 150,000 14,785 24,183 40,265
15 44,862 150,000 150,000 150,000 15,541 26,414 45,862
16 49,184 150,000 150,000 150,000 16,172 28,650 51,998
17 53,722 150,000 150,000 150,000 16,733 30,947 58,789
18 58,487 150,000 150,000 150,000 17,231 33,316 66,322
19 63,491 150,000 150,000 150,000 17,655 35,752 74,682
20 68,744 150,000 150,000 150,000 18,005 38,261 83,974
</TABLE>
<TABLE>
<CAPTION>
Initial Specified Amount: $150,000
Death Benefit Option: Level
- ------------------------------------------------
Cash Surrender Value
Assuming Hypothetical Gross
Annual Investment Return of
- -----------------------------------------------
0 % Gross 6 % Gross 12% Gross
(-.09% Net) (5.09% Net) (11.09% Net)
- ------------- ------------- -------------
<S> <C> <C>
0 0 0
0 136 396
1,128 1,623 2,161
2,331 3,157 4,089
3,915 5,158 6,617
5,436 7,185 9,322
6,943 9,288 12,272
8,407 11,440 15,462
9,804 13,621 18,895
11,180 15,877 22,644
12,163 17,863 26,432
13,095 19,911 30,603
13,968 22,015 35,196
14,785 24,183 40,265
15,541 26,414 45,862
16,172 28,650 51,998
16,733 30,947 58,789
17,231 33,316 66,322
17,655 35,752 74,682
18,005 38,261 83,974
<FN>
The hypothetical investment rates of return shown in this illustration are for
illustrative purposes only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.
The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy
would differ from those shown in this illustration if the actual gross annual
rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but
also fluctuated above or below those averages for individual policy years. The
Death Proceeds, Accumulation Value and Cash Surrender Value would also be
different if any policy loans or partial surrenders were made.
No representation can be made by BMA, the separate account or the underlying
portfolios that these hypothetical rates of return can be achieved for any one
year or sustained over a period of time.
</FN>
</TABLE>
<TABLE>
<CAPTION>
BMA
CLARITY VARIABLE UNIVERSAL LIFE
MALE AGE 55 PREFERRED NON-TOBACCO
Planned Premium: $3,654 ASSUMING GUARANTEED CHARGES
- ------------------------------------------------------- ------------------------------------------------------------------- ------
Premiums Death Proceeds Accumulation Value
End of Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy at 5% Annual Investment Return of Annual Investment Return of
Year Interest
Per Year
- -------- ------------- ----------------------------------------------- -----------------------------------------------
0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross
(-.09% Net) (5.09% Net) (11.09% Net) (-.09% Net) (5.09% Net) (11.09% Net)
- -------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 3,837 150,000 150,000 150,000 1,956 2,116 2,276
2 7,865 150,000 150,000 150,000 3,956 4,402 4,870
3 12,095 150,000 150,000 150,000 5,815 6,681 7,624
4 16,537 150,000 150,000 150,000 7,529 8,944 10,551
5 21,200 150,000 150,000 150,000 9,084 11,178 13,657
6 26,097 150,000 150,000 150,000 10,468 13,370 16,954
7 31,238 150,000 150,000 150,000 11,667 15,503 20,455
8 36,637 150,000 150,000 150,000 12,660 17,556 24,167
9 42,306 150,000 150,000 150,000 13,420 19,502 28,100
10 48,258 150,000 150,000 150,000 13,921 21,311 32,268
11 54,507 150,000 150,000 150,000 14,253 23,112 36,906
12 61,069 150,000 150,000 150,000 14,279 24,740 41,880
13 67,959 150,000 150,000 150,000 13,967 26,167 47,238
14 75,194 150,000 150,000 150,000 13,287 27,361 53,040
15 82,790 150,000 150,000 150,000 12,194 28,278 59,357
16 90,767 150,000 150,000 150,000 10,622 28,854 66,267
17 99,142 150,000 150,000 150,000 8,397 28,931 73,815
18 107,936 150,000 150,000 150,000 5,574 28,544 82,218
19 117,169 150,000 150,000 150,000 1,923 27,485 91,592
20 126,864 0 150,000 150,000 0 25,593 102,159
</TABLE>
<TABLE>
<CAPTION>
Initial Specified Amount: $150,000
Death Benefit Option: Level
- ------------------------------------------------
Cash Surrender Value
Assuming Hypothetical Gross
Annual Investment Return of
- -----------------------------------------------
0 % Gross 6 % Gross 12% Gross
(-.09% Net) (5.09% Net) (11.09% Net)
- ------------- ------------- -------------
<S> <C> <C>
0 0 0
302 748 1,216
2,161 3,027 3,970
3,875 5,290 6,897
6,051 8,145 10,624
8,020 10,922 14,506
9,840 13,676 18,628
11,454 16,350 22,961
12,799 18,881 27,479
13,921 21,311 32,268
14,253 23,112 36,906
14,279 24,740 41,880
13,967 26,167 47,238
13,287 27,361 53,040
12,194 28,278 59,357
10,622 28,854 66,267
8,397 28,931 73,815
5,574 28,544 82,218
1,923 27,485 91,592
0 25,593 102,159
<FN>
The hypothetical investment rates of return shown in this illustration are for
illustrative purposes only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.
The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy
would differ from those shown in this illustration if the actual gross annual
rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but
also fluctuated above or below those averages for individual policy years. The
Death Proceeds, Accumulation Value and Cash Surrender Value would also be
different if any policy loans or partial surrenders were made.
No representation can be made by BMA, the separate account or the underlying
portfolios that these hypothetical rates of return can be achieved for any one
year or sustained over a period of time.
</FN>
</TABLE>
<TABLE>
<CAPTION>
BMA
CLARITY VARIABLE UNIVERSAL LIFE
MALE AGE 55 PREFERRED NON-TOBACCO
Planned Premium: $3,654 ASSUMING CURRENT CHARGES
- ------------------------------------------------------- ------------------------------------------------------------------- ------
Premiums Death Proceeds Accumulation Value
End of Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy at 5% Annual Investment Return of Annual Investment Return of
Year Interest
Per Year
- -------- ------------- ----------------------------------------------- -----------------------------------------------
0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross
(-.09% Net) (5.09% Net) (11.09% Net) (-.09% Net) (5.09% Net) (11.09% Net)
- -------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 3,837 150,000 150,000 150,000 2,263 2,432 2,602
2 7,865 150,000 150,000 150,000 4,676 5,164 5,674
3 12,095 150,000 150,000 150,000 7,001 7,967 9,015
4 16,537 150,000 150,000 150,000 9,236 10,841 12,654
5 21,200 150,000 150,000 150,000 11,378 13,786 16,619
6 26,097 150,000 150,000 150,000 13,428 16,808 20,949
7 31,238 150,000 150,000 150,000 15,379 19,904 25,681
8 36,637 150,000 150,000 150,000 17,231 23,077 30,861
9 42,306 150,000 150,000 150,000 18,975 26,324 36,535
10 48,258 150,000 150,000 150,000 20,597 29,638 42,754
11 54,507 150,000 150,000 150,000 22,217 33,194 49,828
12 61,069 150,000 150,000 150,000 23,726 36,857 57,662
13 67,959 150,000 150,000 150,000 25,119 40,638 66,358
14 75,194 150,000 150,000 150,000 26,395 44,544 76,035
15 82,790 150,000 150,000 150,000 27,534 48,575 86,821
16 90,767 150,000 150,000 150,000 28,228 52,486 98,728
17 99,142 150,000 150,000 150,000 28,727 56,499 112,089
18 107,936 150,000 150,000 150,000 29,063 60,662 127,150
19 117,169 150,000 150,000 157,117 29,221 64,986 144,144
20 126,864 150,000 150,000 174,444 29,163 69,470 163,031
</TABLE>
<TABLE>
<CAPTION>
Initial Specified Amount: $150,000
Death Benefit Option: Level
- ------------------------------------------------
Cash Surrender Value
Assuming Hypothetical Gross
Annual Investment Return of
- -----------------------------------------------
0 % Gross 6 % Gross 12% Gross
(-.09% Net) (5.09% Net) (11.09% Net)
- ------------- ------------- -------------
<S> <C> <C>
0 0 0
1,022 1,510 2,020
3,347 4,313 5,361
5,582 7,187 9,000
8,345 10,753 13,586
10,980 14,360 18,501
13,552 18,077 23,854
16,025 21,871 29,655
18,354 25,703 35,914
20,597 29,638 42,754
22,217 33,194 49,828
23,726 36,857 57,662
25,119 40,638 66,358
26,395 44,544 76,035
27,534 48,575 86,821
28,228 52,486 98,728
28,727 56,499 112,089
29,063 60,662 127,150
29,221 64,986 144,144
29,163 69,470 163,031
<FN>
The hypothetical investment rates of return shown in this illustration are for
illustrative purposes only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.
The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy
would differ from those shown in this illustration if the actual gross annual
rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but
also fluctuated above or below those averages for individual policy years. The
Death Proceeds, Accumulation Value and Cash Surrender Value would also be
different if any policy loans or partial surrenders were made.
No representation can be made by BMA, the separate account or the underlying
portfolios that these hypothetical rates of return can be achieved for any one
year or sustained over a period of time.
</FN>
</TABLE>
<TABLE>
<CAPTION>
BMA
CLARITY VARIABLE UNIVERSAL LIFE
FEMALE AGE 50 PREFERRED NON-TOBACCO
Planned Premium: $2,232 ASSUMING GUARANTEED CHARGES
- ------------------------------------------------------- ------------------------------------------------------------------- ------
Premiums Death Proceeds Accumulation Value
End of Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy at 5% Annual Investment Return of Annual Investment Return of
Year Interest
Per Year
- -------- ------------- ----------------------------------------------- -----------------------------------------------
0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross
(-.09% Net) (5.09% Net) (11.09% Net) (-.09% Net) (5.09% Net) (11.09% Net)
- -------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,344 150,000 150,000 150,000 1,161 1,257 1,354
2 4,804 150,000 150,000 150,000 2,441 2,712 2,995
3 7,388 150,000 150,000 150,000 3,651 4,183 4,758
4 10,101 150,000 150,000 150,000 4,793 5,663 6,648
5 12,950 150,000 150,000 150,000 5,859 7,153 8,679
6 15,941 150,000 150,000 150,000 6,849 8,650 10,864
7 19,082 150,000 150,000 150,000 7,764 10,155 13,220
8 22,379 150,000 150,000 150,000 8,604 11,668 15,769
9 25,842 150,000 150,000 150,000 9,375 13,196 18,536
10 29,478 150,000 150,000 150,000 10,072 14,735 21,544
11 33,295 150,000 150,000 150,000 10,767 16,380 24,952
12 37,303 150,000 150,000 150,000 11,368 18,028 28,670
13 41,512 150,000 150,000 150,000 11,854 19,659 32,719
14 45,931 150,000 150,000 150,000 12,198 21,246 37,119
15 50,572 150,000 150,000 150,000 12,373 22,766 41,899
16 55,444 150,000 150,000 150,000 12,367 24,204 47,106
17 60,559 150,000 150,000 150,000 12,165 25,546 52,795
18 65,931 150,000 150,000 150,000 11,763 26,789 59,041
19 71,571 150,000 150,000 150,000 11,158 27,927 65,933
20 77,493 150,000 150,000 150,000 10,333 28,944 73,564
</TABLE>
<TABLE>
<CAPTION>
Initial Specified Amount: $150,000
Death Benefit Option: Level
- ------------------------------------------------
Cash Surrender Value
Assuming Hypothetical Gross
Annual Investment Return of
- -----------------------------------------------
0 % Gross 6 % Gross 12% Gross
(-.09% Net) (5.09% Net) (11.09% Net)
- ------------- ------------- -------------
<S> <C> <C> <C>
0 0 0
0 201 484
1,143 1,672 2,247
2,282 3,152 4,137
3,766 5,069 6,596
5,166 6,967 9,181
6,508 8,899 11,965
7,776 10,840 14,941
8,947 12,768 18,108
10,072 14,735 21,544
10,767 16,380 24,952
11,368 18,028 28,670
11,854 19,659 32,719
12,198 21,246 37,119
12,373 22,766 41,899
12,367 24,204 47,106
12,165 25,546 52,795
11,763 26,789 59,041
11,158 27,927 65,933
10,333 28,944 73,564
<FN>
The hypothetical investment rates of return shown in this illustration are for
illustrative purposes only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.
The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy
would differ from those shown in this illustration if the actual gross annual
rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but
also fluctuated above or below those averages for individual policy years. The
Death Proceeds, Accumulation Value and Cash Surrender Value would also be
different if any policy loans or partial surrenders were made.
No representation can be made by BMA, the separate account or the underlying
portfolios that these hypothetical rates of return can be achieved for any one
year or sustained over a period of time.
</FN>
</TABLE>
<TABLE>
<CAPTION>
BMA
CLARITY VARIABLE UNIVERSAL LIFE
FEMALE AGE 50 PREFERRED NON-TOBACCO
Planned Premium: $2,232 ASSUMING CURRENT CHARGES
------------------------------------------------------- ------------------------------------------------------------------- ------
Premiums Death Proceeds Accumulation Value
End of Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy at 5% Annual Investment Return of Annual Investment Return of
Year Interest
Per Year
- -------- ------------- ----------------------------------------------- -----------------------------------------------
0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross
(-.09% Net) (5.09% Net) (11.09% Net) (-.09% Net) (5.09% Net) (11.09% Net)
- -------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,344 150,000 150,000 150,000 1,227 1,326 1,425
2 4,804 150,000 150,000 150,000 2,658 2,939 3,234
3 7,388 150,000 150,000 150,000 4,047 4,606 5,212
4 10,101 150,000 150,000 150,000 5,394 6,325 7,375
5 12,950 150,000 150,000 150,000 6,698 8,098 9,743
6 15,941 150,000 150,000 150,000 7,959 9,928 12,336
7 19,082 150,000 150,000 150,000 9,180 11,820 15,181
8 22,379 150,000 150,000 150,000 10,361 13,776 18,307
9 25,842 150,000 150,000 150,000 11,511 15,810 21,753
10 29,478 150,000 150,000 150,000 12,629 17,922 25,552
11 33,295 150,000 150,000 150,000 13,802 20,232 29,898
12 37,303 150,000 150,000 150,000 14,942 22,639 34,710
13 41,512 150,000 150,000 150,000 16,040 25,141 40,036
14 45,931 150,000 150,000 150,000 17,080 27,727 45,919
15 50,572 150,000 150,000 150,000 18,079 30,418 52,442
16 55,444 150,000 150,000 150,000 18,976 33,165 59,634
17 60,559 150,000 150,000 150,000 19,830 36,028 67,623
18 65,931 150,000 150,000 150,000 20,639 39,010 76,503
19 71,571 150,000 150,000 150,000 21,413 42,129 86,388
20 77,493 150,000 150,000 150,000 22,154 45,396 97,401
</TABLE>
<TABLE>
<CAPTION>
Initial Specified Amount: $150,000
Death Benefit Option: Level
- ------------------------------------------------
Cash Surrender Value
Assuming Hypothetical Gross
Annual Investment Return of
- -----------------------------------------------
0 % Gross 6 % Gross 12% Gross
(-.09% Net) (5.09% Net) (11.09% Net)
- ------------- ------------- -------------
<S> <C> <C>
0 0 0
147 428 723
1,536 2,095 2,701
2,883 3,814 4,864
4,615 6,015 7,659
6,276 8,245 10,653
7,924 10,564 13,926
9,533 12,948 17,479
11,084 15,382 21,326
12,629 17,922 25,552
13,802 20,232 29,898
14,942 22,639 34,710
16,040 25,141 40,036
17,080 27,727 45,919
18,079 30,418 52,442
18,976 33,165 59,634
19,830 36,028 67,623
20,639 39,010 76,503
21,413 42,129 86,388
22,154 45,396 97,401
<FN>
The hypothetical investment rates of return shown in this illustration are for
illustrative purposes only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown and will depend on a number of factors including the investment
performance of the subaccounts selected by the policyowner.
The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy
would differ from those shown in this illustration if the actual gross annual
rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but
also fluctuated above or below those averages for individual policy years. The
Death Proceeds, Accumulation Value and Cash Surrender Value would also be
different if any policy loans or partial surrenders were made.
No representation can be made by BMA, the separate account or the underlying
portfolios that these hypothetical rates of return can be achieved for any one
year or sustained over a period of time.
</FN>
</TABLE>
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), Business Men's Assurance
Company of America ("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) provide that:
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 a 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 expense
(including attorneys' 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 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
indemnifications with respect to the same or different persons or classes of
persons.
Without limiting the foregoing, the Corporation is authorized to enter into an
agreement with any Director, officer or employee of the Corporation providing
indemnification for such person against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement that result from any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including any action by or in the right of the
Corporation, that arises by reason of the fact that such person 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, to the full
extent allowed by law, whether or not such indemnification would otherwise be
provided for in this Bylaw, except that no such agreement shall indemnify any
person from or on account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful misconduct.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted for directors and officers or controlling persons 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.
Written consents of the following persons: Consent of Actuary
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. Flexible Premium Adjustable 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 (to be filed by amendment)
11. Powers of Attorney
B. Opinion and Consent of Counsel (to be filed by amendment)
C. Consent of Actuary
D. Consent of Independent Accountants (to be filed by amendment)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Kansas City and State of
Missouri on this 11th day of May, 1998.
BMA VARIABLE LIFE ACCOUNT A
Registrant
By: BUSINESS MEN'S ASSURANCE
COMPANY OF AMERICA
By: /S/ DAVID A. GATES
------------------------------
BUSINESS MEN'S ASSURANCE
COMPANY OF AMERICA
By: /S/ MICHAEL K. DEARDORFF
----------------------------
Attest:
/S/ PEGGY HEIDKAMP
- ----------------------------
(Name)
VICE PRESIDENT
- ----------------------------
Title
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
- --------- ----- ----
Giorgio Balzer* Director, Chairman of the Board 5/11/98
- ------------------------- -------
Giorgio Balzer and Chief Executive Officer Date
Thomas Morton Bloch* Director 5/11/98
- ------------------------- -------
Thomas Morton Bloch Date
Gianguido Castagno* Director 5/11/98
- ------------------------- -------
Gianguido Castagno Date
William Thomas Grant II * Director 5/11/98
- ------------------------- -------
William Thomas Grant II Date
Donald Joyce Hall, Jr.* Director 5/11/98
- ------------------------- -------
Donald Joyce Hall, Jr. Date
Allan Drue Jennings* Director 5/11/98
- ------------------------- -------
Allan Drue Jennings Date
David Woods Kemper* Director 5/11/98
- ------------------------- -------
David Woods Kemper Date
Giorgio Liveris* Director 5/11/98
- ------------------------- -------
Giorgio Liveris Date
John Kessander Lundberg* Director 5/11/98
- ------------------------- -------
John Kessander Lundberg Date
John Pierre Mascotte* Director 5/11/98
- ------------------------- -------
John Pierre Mascotte Date
Giovanni Perissinotto* Director 5/11/98
- ------------------------- -------
Giovanni Perissinotto Date
/S/ ROBERT T. RAKICH Director, President and Chief 5/11/98
- ------------------------- -------
Robert Thomas Rakich Operating Officer Date
/S/ VERNON WIRT VOORHEES II Director, Senior Vice President - 5/12/98
- --------------------------- -------
Vernon Wirt Voorhees II Corporate Services & Secretary Date
/S/ DAVID LEE HIGLEY Senior Vice President & Chief 5/11/98
- ------------------------- -------
David Lee Higley Financial Officer Date
/S/ SUSAN ANNETTE SWEENEY Vice President - Treasurer & 5/11/98
- ------------------------- -------
Susan Annette Sweeney Controller Date
</TABLE>
*By: /S/ ROBERT K. RAKICH
--------------------
Attorney-in-Fact
*By: /S/ VERNON W. VOORHEES II
--------------------
Attorney-in-Fact
INDEX TO EXHIBITS
EX-99.A.1. Resolution of Board of Directors
EX-99.A.3.a. Principal Underwriter's Agreement
EX-99.A.5. VLI Policy
EX-99.A.6.a. Articles of Incorporation
EX-99.A.6.b. Bylaws
EX-99.A.11. Power of Attorney
EX-99.C. Consent of Actuary
BUSINESS MEN'S ASSURANCE COMPANY
OF AMERICA
RESOLUTION
AUTHORIZING
VARIABLE INSURANCE CONTRACTS
WHEREAS, the Company is desirous of developing and marketing certain types of
variable and fixed insurance contracts, including life insurance and annuities,
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 segregation of assets and seeking
approval of regulatory authorities;
NOW THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to develop
the necessary program in order to effectuate the issuance and sale of variable
and fixed insurance contracts, including life insurance and annuities; and
FURTHER RESOLVED, that the company is hereby authorized to establish one or more
separate accounts in accordance with the state insurance laws and to issue
variable and fixed annuity contracts and variable and fixed life insurance
policies with the reserves for such contracts and policies being segregated in
such separate accounts or in the general accounts of the company in the manner
specified in said accounts; and
FURTHER RESOLVED, that the President or such other Officer of the Company as
shall be designated by the President is hereby authorized to designate such
separate accounts as may be deemed necessary or convenient and to register such
separate accounts and those variable and fixed annuity contracts and life
insurance policies authorized hereby under such federal securities laws as are
deemed appropriate; and
FURTHER RESOLVED, that the President or such other Officer of the Company as
shall be designated by the President is hereby authorized to invest such sums in
any separate account established hereby as may be deemed necessary or
appropriate to comply with requirements of applicable law; and
FURTHER RESOLVED, that the Investment Committee of the Board of Directors shall
supervise the investment policy of the separate account assets and that the
President or such other Officers of the Company as may be appropriate, are
hereby authorized to recommend investment policies that, upon approval by the
Investment Committee of the Board of Directors, shall be utilized in the
investment of the separate account assets; and
FURTHER RESOLVED, that the President or such other Officer of the Company as
shall be designated by the President is hereby authorized:
1. to file the variable and fixed insurance contracts participating in any such
separate accounts with the appropriate state insurance departments and to
prepare and execute all necessary documents to obtain approval of the insurance
departments;
2. 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 and the Secretary of the Company, and each of them, are
hereby designated as attorneys and agents of the Company; and the appropriate
officers of the Company be, and they hereby are, authorized and directed to
grant the power of attorney of the Company to the President and the Secretary of
the Company by executing and delivering to such individuals, on behalf of the
Company, a power of attorney; and
FURTHER RESOLVED, that in connection with the offering and sale of fixed and
variable insurance contracts in the various States of the United States, as and
to the extent necessary, the appropriate officers of the Company 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 Company, 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 fixed and variable 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 Company, the adoption of such resolution is advisable and (2)
the Secretary or any Assistant Secretary of the Company evidences such adoption
by inserting into these minutes copies of such resolution; and
FURTHER RESOLVED, that the officers of the Company, and each of them, are hereby
authorized to prepare and to execute the necessary documents and to take such
further actions as may be deemed necessary or appropriate, in their discretion,
to implement the purpose of these resolutions.
PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between BUSINESS MEN'S ASSURANCE COMPANY OF
AMERICA ("INSURANCE COMPANY") on behalf of BMA VARIABLE LIFE ACCOUNT A (the
"Variable Account") and JONES & BABSON, INC. ("PRINCIPAL UNDERWRITER") as
follows:
I
INSURANCE COMPANY proposes to issue and sell Flexible Premium Adjustable
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
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 Premium 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_.
INSURANCE COMPANY
BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
BY:_______________________________
ATTEST:______________________
PRINCIPAL UNDERWRITER
JONES & BABSON, INC.
BY:_______________________________
ATTEST:______________________
BMA FLEXIBLE PREMIUM ADJUSTABLE
A MEMBER OF THE GENERALI GROUP VARIABLE LIFE INSURANCE POLICY
NONPARTICIPATING
BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
BMA TOWER, P. O. BOX 412879
KANSAS CITY, MO 64141
CALL (800) 423-9398 ASSISTANCE OR QUESTIONS.
BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (referred to in this Policy as Us,
We, Our) will pay the Death Proceeds to the Beneficiary upon receipt of due
proof of the Primary Insured's death. Payment will be made only if this Policy
is in force on the date of the Primary Insured's death and the date of death is
before the Maturity Date.
We will pay the Accumulation Value of this Policy, less any Indebtedness, to the
Owner on the Maturity Date if the Primary Insured is then living.
All payments are subject to the provisions of this Policy.
FREE LOOK: THIS POLICY MAY BE RETURNED WITHIN [10] DAYS AFTER YOU RECEIVE IT. IT
CAN BE MAILED OR DELIVERED TO EITHER US OR THE AGENT WHO SOLD IT. RETURN OF THIS
POLICY BY MAIL IS EFFECTIVE ON BEING POSTMARKED, PROPERLY ADDRESSED AND POSTAGE
PREPAID TO P. O. BOX 66821, ST. LOUIS, MO 63166-6821. THE RETURNED POLICY WILL
BE TREATED AS IF WE HAD NEVER ISSUED IT. WE WILL REFUND ALL PREMIUMS PAID LESS
ANY INDEBTEDNESS. WE WILL ALLOCATE THE INITIAL NET PREMIUM TO THE MONEY MARKET
SUBACCOUNT FOR [15] DAYS FROM THE DATE THE UNDERWRITING PROCESS IS COMPLETED.
UPON THE EXPIRATION OF THE [15] DAYS, THE ACCUMULATION VALUE IN THE MONEY MARKET
SUBACCOUNT WILL BE ALLOCATED AS YOU HAVE DIRECTED.
This Policy is signed at Our home office in Kansas City, Missouri.
Vernon Wirt Vorhees II Robert Thomas Rakich
Secretary President
The Accumulation Value in the Fixed Account will earn interest at a minimum of
the guaranteed interest rate as shown on the Policy Schedule. Interest in excess
of the guaranteed interest rate may be applied in the calculation of the
Accumulation Value in the Fixed Account at such increased rate as We may
determine.
ACCUMULATION VALUE BENEFITS PROVIDED BY THIS POLICY WHEN BASED ON THE INVESTMENT
PERFORMANCE OF THE SEPARATE ACCOUNT WILL 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 PERFORMANCE OF THE SEPARATE ACCOUNT. THE DEATH
BENEFIT IS DESCRIBED IN THE DEATH BENEFIT SECTION OF THIS POLICY.
THIS IS A LEGAL CONTRACT. PLEASE READ IT CAREFULLY.
VL50 (2/98)
TABLE OF CONTENTS
POLICY SCHEDULE....................................................4
DEFINITIONS.......................................................13
OWNERSHIP AND BENEFICIARY.........................................16
General ................................................16
Owner's Rights...........................................16
Joint Ownership..........................................16
Contingent Owner.........................................16
Change of Ownership......................................16
Assignment...............................................16
Designation/Change of Beneficiary........................16
Payment of Benefits......................................17
Claims Against Beneficiaries.............................17
THE CONTRACT......................................................17
Consideration; Entire Contract...........................17
Modification of Policy...................................17
Effective Date...........................................17
Incontestability.........................................18
Suicide ................................................18
Age, Sex ................................................18
Annual Policy Report.....................................18
Projection of Benefits and Values........................18
Maturity Date............................................19
PREMIUMS .........................................................19
Premiums ................................................19
Allocation of Premiums...................................19
Change in Premium Payments...............................19
Right to Refund..........................................19
Grace Period.............................................19
Reinstatement............................................20
SEPARATE ACCOUNT..................................................20
The Separate Account.....................................20
Valuation of Assets......................................20
Accumulation Units.......................................20
Accumulation Unit Value..................................21
Net Investment Factor....................................21
CHARGES AND DEDUCTIONS............................................21
Premium Charge...........................................21
Monthly Deduction........................................21
Cost of Insurance Charge.................................21
Cost of Insurance Rate...................................22
Monthly Rider Charges....................................22
Policy Charge............................................22
Risk Charge..............................................22
Other Taxes..............................................22
Surrender Charges........................................22
Partial Surrender Fee....................................23
CALCULATION OF VALUES.............................................23
Accumulation Value.......................................23
Cash Surrender Value.....................................23
Subaccount Accumulation Value............................23
Fixed Account Accumulation Value.........................23
Interest Credited to the Fixed Account...................24
Insufficient Accumulation Value..........................24
Continuation of Insurance................................24
Computation of Values and Reserves.......................24
SUSPENSION OR DEFERRAL OF PAYMENTS................................24
DEATH BENEFIT.....................................................25
Death Benefit............................................25
Change in Death Benefit Option...........................26
Change in Specified Amount...............................27
LOANS .........................................................28
General ................................................28
Loan Value...............................................28
Loan Interest (Charged)..................................28
Interest Credited........................................28
Loan Repayment...........................................28
Termination for Maximum Indebtedness.....................28
SURRENDERS........................................................29
Total Surrender..........................................29
Partial Surrender........................................29
Free Partial Surrender Amount............................29
TRANSFERS.........................................................30
TERMINATION.......................................................31
PAYMENT OPTIONS PROVISION.........................................31
Amount and Frequency of Payments.........................31
Payment Options..........................................32
Minimum Rate.............................................32
Settlement Agreement.....................................32
Death of Payee...........................................33
POLICY SCHEDULE
PLAN: Flexible Premium Adjustable Variable Life Insurance
<TABLE>
<CAPTION>
<S> <C>
INITIAL SPECIFIED AMOUNT: [$100,000] DEATH BENEFIT OPTION: [Level Death
Benefit]
INITIAL PREMIUM: [$1169.52]
PLANNED PREMIUM: [$1169.52] PAYABLE: [Annually]
NO-LAPSE MONTHLY MINIMUM PREMIUM: [$97.46]
GUARANTEED MINIMUM DEATH BENEFIT
PREMIUM: [$157.91]
OWNER: [The Trust for John Doe] PRIMARY INSURED: [John Doe]
INSURED'S DATE OF BIRTH: [01/01/63]
INSURED'S SEX: [Male]
TOBACCO/NON-TOBACCO: [Non-Tobacco] POLICY NUMBER: [12345678]
RISK CLASSIFICATION: [Preferred] POLICY DATE: [January 15, 1998]
MATURITY DATE*: [January 15, 2063] MONTHLY ANNIVERSARY DAY: [15th]
</TABLE>
*The Maturity Date is the Policy Anniversary nearest the Primary
Insured's 100th Birthday. Insurance may terminate prior to the
Maturity Date if no Premiums are paid after the initial Premium or if
additional Premiums are not sufficient to continue insurance to such
date. Insurance is also affected by any changes in monthly deductions,
the investment performance of the selected Subaccounts and the amount
of interest We credit to the Fixed Account depending upon Your
selections.
MINIMUM SPECIFIED AMOUNT: [$50,000. If the Accelerated Death Benefit is
exercised, or You change the Level Death Benefit Option to Adjustable Death
Benefit Option, the minimum specified amount becomes $25,000.]
MINIMUM INCREASE IN SPECIFIED AMOUNT: [No increase in year one, $10,000, after
the first policy year]
BENEFICIARY: [As stated in the application unless subsequently changed.]
INVESTMENT OPTIONS:
[INVESTORS MARK SERIES FUND, INC.
Intermediate Fixed Income Portfolio
Mid Cap Equity Portfolio
Money Market Portfolio
Global Fixed Income Portfolio
Small Cap Equity Portfolio
Large Cap Growth Portfolio
Large Cap Value Portfolio
Growth & Income Portfolio
Balanced Portfolio]
[BERGER INSTITUTIONAL PRODUCTS TRUST
Berger/BIAM IPT -International Portfolio]
[CONSECO SERIES TRUST
Asset Allocation Portfolio
Common Stock Portfolio
Corporate Bond Portfolio
Government Securities Portfolio
Money Market Portfolio]
<TABLE>
<CAPTION>
<S> <C>
CHARGES:
PREMIUM CHARGE:
Policy Years 1-10: [5.5%] of all Premiums
Policy Years 11 and later: [4.0%] of all Premiums
POLICY CHARGE:
Per Policy Month for Policy Year 1: [$25]
Per Policy Month for Policy Years 2 and later: [Currently, $5.
This charge is not
guaranteed and may
be increased but it
will not exceed
$10.]
RISK CHARGE:
Per Policy Month for Policy Years 1 -10: [.80%, on an annual
basis, of the
Accumulation Value
in the Separate
Account.]
Per Policy Month for Policy Years 11 and later: [.40%, on an annual
basis, of the
Accumulation Value
in the Separate
Account.]
</TABLE>
COST OF INSURANCE: See Cost of Insurance Rate provision.
SURRENDERS:
SURRENDER CHARGES FOR INITIAL SPECIFIED AMOUNT:
Policy Years Surrender Charge
------------ ----------------
1 $1026.00
2 $1026.00
3 $1026.00
4 $1026.00
5 $ 851.58
6 $ 687.42
7 $ 513.00
8 $ 338.58
9 $ 174.42
10 $ 0
PARTIAL SURRENDER FEE: [$25]
MINIMUM PARTIAL SURRENDER AMOUNT: [$250.00]
REMAINING CASH SURRENDER VALUE: [$500.00]
FREE PARTIAL SURRENDER PERCENTAGE: [10%]
ALLOCATION GUIDELINES:
[1. Currently, You can select as many Subaccounts as You wish.
2. Currently, You can also select the Fixed Account.
3. Allocation percentages must be in whole numbers. Each allocation
must be at least [1%]. Allocations made pursuant to a
pre-scheduled transfer are not subject to these limitations.
4. Our Allocation Guidelines are subject to change.]
TRANSFERS:
NUMBER OF TRANSFERS PERMITTED: [Subject to any transfer fees and any
minimum and maximum amounts that may be transferred, there is no
limitation on the number of transfers that can currently be made
between Subaccounts. Currently, You can make unlimited transfers to
the Fixed Account, subject to any transfer fees and any required
minimum and maximum amounts that may be transferred. Currently, You
can only make one transfer out of the Fixed Account each Policy Year.
We reserve the right to modify the above, but the Owner will always be
allowed at least [12] transfers between Subaccounts in a Policy Year.]
NUMBER OF FREE TRANSFERS: [Currently, You are allowed [12] free
transfers each Policy Year.]
TRANSFER FEE: [For each transfer in excess of the free transfers
permitted, the Transfer Fee is [$25]. Transfers made pursuant to a
pre- scheduled transfer will not be counted in determining the
application of the transfer fee.]
MINIMUM AND MAXIMUM AMOUNT TO BE TRANSFERRED: [The minimum amount
which can be transferred is $250 or Your entire interest in any
Subaccount or the Fixed Account, if the remaining balance is less than
$250. The maximum amount which can be transferred from the Fixed
Account is limited to [25%] of the Accumulation Value in the Fixed
Account. This requirement is waived if the transfer is pursuant to a
pre-scheduled transfer.]
MINIMUM AMOUNT WHICH MUST REMAIN IN AN ACCOUNT AFTER A TRANSFER:
[$250.00 in any Subaccount or $250.00 in the Fixed Account.]
PRE-SCHEDULED TRANSFERS: [You can elect the Dollar Cost Averaging
Option, the Asset Allocation Option and the Asset Rebalancing Option.
However, that portion of Accumulation Value held in the Fixed Account
is not included in any pre-scheduled transfer option. We reserve the
right to limit the availability of any Subaccount or the Fixed Account
for a pre-scheduled transfer.]
FIXED ACCOUNT:
GUARANTEED INTEREST RATE: [4%]
LOAN ACCOUNT:
MINIMUM LOAN AMOUNT: [$250]
MINIMUM LOAN ACCOUNT INTEREST RATE (CREDITED): [4%]
LOAN INTEREST RATE (CHARGED): [5.66% in advance]
[BASIS OF RESERVES: The reserve interest rate is 4.00%. The reserve method is
the Commissioner's Reserve Valuation Method.]
SEPARATE ACCOUNT: [BMA Variable Life Account A]
BMA SERVICE CENTER: [BMA
9735 Landmark Parkway Drive
St. Louis, Missouri 63127-1690
1-888-262-8131]
<TABLE>
<CAPTION>
POLICY RIDERS:
MONTHLY
POLICY NAME OF RIDER RIDER PAYABLE
RIDER1 INSURED DATE AMOUNT CHARGE UNTIL
<S> <C> <C> <C> <C> <C> <C>
PIR JOHN J DOE 1/15/1998 $50,000.00 $2.21* 1/15/2037
CIR JANE J DOE 1/15/1998 $100,000.00 $6.83* 1/15/2037
CIR JOE J PARTNER 1/15/1998 $100,000.00 $7.67* 1/15/2037
CTI N/A 1/15/1998 $10,000.00 $7.50 1/15/2032
ADB JOHN J DOE 1/15/1998 $25,000.00 $1.56* 1/15/2032
FPO JOHN J DOE 1/15/1998 $25,000.00 $3.96* 1/15/2017
EMD JOHN J DOE 1/15/1998 N/A N/A N/A
GMDB JOHN J DOE 1/15/1998 N/A N/A 1/15/2023**
<FN>
* THESE CHARGES ARE PART OF THE MONTHLY DEDUCTION. CHARGES ARE BASED ON
ATTAINED AGE AND WILL INCREASE YEARLY AS ATTAINED AGE INCREASES.
** GUARANTEED PERIOD ENDING DATE
</FN>
</TABLE>
1POLICY RIDER
PIR PRIMARY INSURED RIDER
CIR COVERED INSURED RIDER
CIR COVERED INSURED RIDER
CTI CHILDREN'S TERM INSURANCE RIDER
ADB ACCIDENTAL DEATH BENEFIT RIDER
FPO FUTURE PURCHASE OPTION RIDER
EMD EXTENSION OF MATURITY DATE RIDER
GMDB GUARANTEED MINIMUM DEATH BENEFIT RIDER
<TABLE>
<CAPTION>
PRIMARY INSURED RIDER
THE MONTHLY RIDER CHARGES SHOWN ARE THE CURRENT AND MAXIMUM CHARGES THAT MAY BE
DEDUCTED. AFTER THE FIRST POLICY YEAR, WE MAY CHARGE LESS THAN THE MAXIMUM
AMOUNT.
BEGINNING CURRENT MAXIMUM DEATH
MO-DAY-YR RIDER CHARGES RIDER CHARGES BENEFIT
--------- ------------- ------------- -------
<S> <C> <C> <C> <C> <C>
1/15/1998 $1.92 $1.92 $50,000.00
1/15/1999 $2.13 $7.25 $50,000.00
1/15/2000 $2.46 $7.75 $50,000.00
1/15/2001 $2.75 $8.25 $50,000.00
1/15/2002 $3.00 $8.79 $50,000.00
1/15/2003 $3.25 $9.42 $50,000.00
1/15/2004 $3.46 $10.17 $50,000.00
1/15/2005 $3.83 $10.92 $50,000.00
1/15/2006 $4.21 $11.75 $50,000.00
1/15/2007 $4.63 $12.63 $50,000.00
1/15/2008 $5.08 $13.67 $50,000.00
1/15/2009 $5.63 $14.79 $50,000.00
1/15/2010 $6.33 $15.96 $50,000.00
1/15/2011 $7.08 $17.25 $50,000.00
1/15/2012 $8.00 $18.67 $50,000.00
1/15/2013 $9.04 $20.21 $50,000.00
1/15/2014 $10.00 $22.00 $50,000.00
1/15/2015 $11.04 $24.13 $50,000.00
1/15/2016 $12.21 $26.46 $50,000.00
1/15/2017 $13.50 $29.17 $50,000.00
1/15/2018 $14.83 $32.17 $50,000.00
1/15/2019 $16.38 $35.50 $50,000.00
1/15/2020 $18.08 $39.08 $50,000.00
1/15/2021 $20.00 $42.88 $50,000.00
1/15/2022 $22.00 $47.21 $50,000.00
1/15/2023 $24.25 $52.00 $50,000.00
1/15/2024 $26.71 $57.33 $50,000.00
1/15/2025 $29.46 $63.46 $50,000.00
1/15/2026 $32.38 $70.42 $50,000.00
1/15/2027 $35.54 $78.29 $50,000.00
1/15/2028 $39.04 $86.92 $50,000.00
1/15/2029 $42.88 $96.29 $50,000.00
1/15/2030 $47.08 $106.42 $50,000.00
1/15/2031 $51.71 $117.25 $50,000.00
1/15/2032 $56.83 $129.13 $50,000.00
1/15/2033 $62.42 $142.50 $50,000.00
1/15/2034 $68.63 $160.13 $50,000.00
1/15/2035 $76.58 $175.13 $50,000.00
1/15/2036 $85.29 $195.21 $50,000.00
1/15/2037 $94.96 $217.75 $50,000.00
</TABLE>
THE EXPIRY DATE OF THIS RIDER IS [JANUARY 14, 2038]
BASIS OF RESERVES - THE INTEREST RATE IS 4.50% FOR RESERVES. THE RESERVE METHOD
IS THE COMMISSIONERS RESERVE VALUATION METHOD.
COVERED INSURED RIDER
THE MONTHLY RIDER CHARGES SHOWN ARE THE CURRENT AND MAXIMUM CHARGES THAT MAY BE
DEDUCTED. AFTER THE FIRST POLICY YEAR, WE MAY CHARGE LESS THAN THE MAXIMUM
AMOUNT.
<TABLE>
<CAPTION>
INSURED #1 INSURED #2
COVERED INSURED [JANE J DOE] [JOE J PARTNER]
<S> <C> <C>
DEATH BENEFIT [$100,000.00] [$100,000.00]
AGE [35] [35]
SEX [FEMALE] [MALE]
CLASS [PREFERRED NON-TOBACCO] [PREFERRED NON-TOBACCO]
</TABLE>
<TABLE>
<CAPTION>
INSURED #1 INSURED #2
BEGINNING CURRENT MAXIMUM CURRENT MAXIMUM
MO-DAY-YR RIDER CHARGES RIDER CHARGES RIDER CHARGES RIDER CHARGES
--------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1/15/1998 $8.17 $8.17 $7.67 $7.67
1/15/1999 $8.33 $12.92 $8.25 $14.50
1/15/2000 $8.75 $13.75 $9.25 $15.50
1/15/2001 $9.17 $14.75 $10.00 $16.42
1/15/2002 $9.50 $15.83 $10.67 $17.58
1/15/2003 $10.00 $17.17 $11.33 $18.83
1/15/2004 $10.42 $18.58 $12.08 $20.33
1/15/2005 $11.00 $20.17 $13.08 $21.83
1/15/2006 $11.50 $21.58 $14.25 $23.50
1/15/2007 $12.17 $23.00 $15.42 $25.25
1/15/2008 $13.00 $24.67 $16.83 $27.33
1/15/2009 $14.00 $26.25 $18.50 $29.58
1/15/2010 $15.33 $28.00 $20.42 $31.92
1/15/2011 $16.67 $30.08 $22.67 $34.50
1/15/2012 $17.92 $32.08 $25.25 $37.33
1/15/2013 $19.75 $34.42 $28.25 $40.42
1/15/2014 $21.42 $37.00 $31.00 $44.00
1/15/2015 $23.42 $39.92 $34.08 $48.25
1/15/2016 $25.50 $43.25 $37.42 $52.92
1/15/2017 $27.83 $46.67 $41.00 $58.33
1/15/2018 $30.17 $50.50 $45.00 $64.33
1/15/2019 $33.00 $54.17 $49.42 $71.00
1/15/2020 $36.25 $58.08 $54.42 $78.17
1/15/2021 $39.83 $61.58 $60.08 $85.75
1/15/2022 $43.58 $65.50 $65.83 $94.42
1/15/2023 $47.83 $70.00 $72.25 $104.00
1/15/2024 $52.58 $75.42 $79.50 $114.67
1/15/2025 $57.83 $82.17 $87.42 $126.92
</TABLE>
BASIS OF RESERVES - THE INTEREST RATE IS 4.50% FOR RESERVES. THE RESERVE METHOD
IS THE COMMISSIONERS RESERVE VALUATION METHOD.
<TABLE>
<CAPTION>
COVERED INSURED RIDER
THE MONTHLY RIDER CHARGES SHOWN ARE THE CURRENT AND MAXIMUM CHARGES THAT MAY BE
DEDUCTED. AFTER THE FIRST POLICY YEAR, WE MAY CHARGE LESS THAN THE MAXIMUM
AMOUNT.
INSURED #1 INSURED #2
COVERED INSURED [JANE J DOE] [JOE J PARTNER]
<S> <C> <C>
DEATH BENEFIT [$100,000.00] [$100,000.00]
AGE [35] [35]
SEX [FEMALE] [MALE]
CLASS [PREFERRED NON-TOBACCO] [PREFERRED NON-TOBACCO]
</TABLE>
<TABLE>
<CAPTION>
INSURED #1 INSURED #2
BEGINNING CURRENT MAXIMUM CURRENT MAXIMUM
MO-DAY-YR RIDER CHARGES RIDER CHARGES RIDER CHARGES RIDER CHARGES
--------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1/15/2026 $63.83 $90.58 $96.00 $140.83
1/15/2027 $69.92 $100.75 $105.17 $156.58
1/15/2028 $76.67 $111.50 $115.42 $173.83
1/15/2029 $84.42 $123.17 $126.50 $192.58
1/15/2030 $92.83 $135.08 $138.83 $212.83
1/15/2031 $101.92 $147.00 $152.33 $234.50
1/15/2032 $111.67 $159.83 $167.25 $258.25
1/15/2033 $122.42 $174.58 $183.58 $285.00
1/15/2034 $134.25 $192.08 $201.83 $320.25
1/15/2035 $147.33 $213.83 $225.00 $350.25
1/15/2036 $161.67 $240.58 $250.50 $390.42
1/15/2037 $177.42 $271.67 $278.83 $435.50
</TABLE>
BASIS OF RESERVES - THE INTEREST RATE IS 4.50% FOR RESERVES. THE RESERVE METHOD
IS THE COMMISSIONERS RESERVE VALUATION METHOD.
<TABLE>
<CAPTION>
TABLE OF GUARANTEED MONTHLY COST OF INSURANCE
RATES PER $1,000 NET AMOUNT AT RISK
NON-TOBACCO
Monthly Rate Monthly Rate Monthly Rate
Attained Per $1,000 Attained Per $1,000 Attained Per $1,000
Age Male Female Age Male Female Age Male Female
--- ---- ------ --- ---- ------ --- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20 0.14010 0.08420 50 0.41009 0.34983 75 5.03723 3.16450
21 0.13927 0.08503 51 0.44693 0.37577 76 5.59039 3.57270
22 0.13676 0.08670 52 0.48964 0.40506 77 6.17549 4.01324
23 0.13426 0.08754 53 0.53741 0.43939 78 6.78686 4.48657
24 0.13092 0.09004 54 0.59276 0.47457 79 7.44038 5.00641
25 0.12675 0.09087 55 0.65401 0.51227 80 8.16248 5.59571
26 0.12341 0.09338 56 0.72202 0.55083 81 8.97320 6.27546
27 0.12174 0.09504 57 0.79429 0.58940 82 9.89812 7.06752
28 0.12007 0.09755 58 0.87250 0.62631 83 10.95204 7.98847
29 0.12007 0.10005 59 0.96089 0.66576 84 12.11845 9.02014
30 0.12007 0.10339 60 1.05948 0.71194 85 13.37460 10.16441
31 0.12258 0.10589 61 1.16915 0.76655 86 14.69859 11.40374
32 0.12508 0.10923 62 1.29417 0.83549 87 16.08128 12.74961
33 0.12925 0.11256 63 1.43713 0.92216 88 17.49682 14.19102
34 0.13426 0.11841 64 1.59898 1.02492 89 18.96600 15.75518
35 0.14094 0.12258 65 1.77812 1.13624 90 20.51211 17.44623
36 0.14761 0.13009 66 1.97123 1.25614 91 22.16549 19.30509
37 0.15680 0.13927 67 2.18097 1.37789 92 23.98724 21.39679
38 0.16681 0.14928 68 2.40660 1.50065 93 26.06642 23.84042
39 0.17850 0.16097 69 2.65338 1.63207 94 28.78426 26.92635
40 0.19103 0.17349 70 2.93267 1.78406 95 32.81757 31.31011
41 0.20606 0.18852 71 3.30180 1.96612 96 39.64294 38.50478
42 0.22110 0.20356 72 3.61779 2.19206 97 53.06604 52.27571
43 0.23864 0.21859 73 4.04199 2.46823 98 83.33333 83.33333
44 0.25619 0.23363 74 4.52072 2.79421 99 83.33333 83.33333
45 0.27708 0.24950
46 0.29966 0.26622
47 0.32390 0.28461
48 0.34983 0.30467
49 0.37912 0.32558
</TABLE>
We may charge less than the guaranteed maximum cost of insurance rates. Any
change in the cost of insurance rates will apply to all insureds of the same
insuring age, sex, class and policy year. Guaranteed maximum cost of insurance
rates are greater for insureds in special premium classes.
<TABLE>
<CAPTION>
TABLE OF GUARANTEED MONTHLY COST OF INSURANCE
RATES PER $1,000 NET AMOUNT AT RISK
TOBACCO
Monthly Rate Monthly Rate Monthly Rate
Attained Per $1,000 Attained Per $1,000 Attained Per $1,000
Age Male Female Age Male Female Age Male Female
--- ---- ------ --- ---- ------ --- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20 0.19270 0.09671 50 0.80017 0.54664 75 7.26414 3.97231
21 0.19437 0.09838 51 0.87419 0.58521 76 7.92841 4.43317
22 0.19186 0.10088 52 0.95668 0.62883 77 8.60587 4.91927
23 0.18852 0.10255 53 1.05105 0.68003 78 9.28568 5.42833
24 0.18435 0.10589 54 1.15733 0.73210 79 9.98835 5.97677
25 0.17850 0.10756 55 1.27050 0.78672 80 10.74533 6.58858
26 0.17349 0.11173 56 1.39312 0.84138 81 11.57691 7.28491
27 0.17182 0.11507 57 1.52014 0.89354 82 12.50905 8.08682
28 0.17015 0.11841 58 1.65583 0.94236 83 13.55162 9.00541
29 0.17182 0.12341 59 1.79681 0.99290 84 14.66819 10.09637
30 0.17516 0.12925 60 1.95334 1.04852 85 15.82369 11.19977
31 0.18101 0.13426 61 2.12977 1.12020 86 16.98122 12.46982
32 0.18685 0.14010 62 2.32876 1.20714 87 18.12336 13.71056
33 0.19604 0.14595 63 2.55476 1.32460 88 19.38671 15.13412
34 0.20690 0.15513 64 2.80452 1.45576 89 20.65144 16.50860
35 0.21943 0.16181 65 3.07566 1.60322 90 21.93652 18.11827
36 0.23446 0.17433 66 3.35886 1.74923 91 23.26851 19.86654
37 0.25368 0.19019 67 3.65682 1.90142 92 24.70634 21.81429
38 0.27541 0.20773 68 3.96447 2.03938 93 26.58833 24.07436
39 0.30049 0.22778 69 4.29327 2.19463 94 29.07199 26.92635
40 0.32892 0.25034 70 4.65747 2.35954 95 32.81757 31.31011
41 0.36238 0.27792 71 5.06278 2.57361 96 39.64294 38.50478
42 0.39669 0.30384 72 5.52571 2.83976 97 53.06604 52.27571
43 0.43604 0.33060 73 6.04979 3.16536 98 83.33333 83.33333
44 0.47708 0.35736 74 6.62444 3.54670 99 83.33333 83.33333
45 0.52400 0.38498
46 0.57095 0.41343
47 0.62212 0.44358
48 0.67583 0.47457
49 0.73630 0.50808
</TABLE>
We may charge less than the guaranteed maximum cost of insurance rates. Any
change in the cost of insurance rates will apply to all insureds of the same
insuring age, sex, class and policy year. Guaranteed maximum cost of insurance
rates are greater for insureds in special premium classes.
Unless otherwise provided in this Policy, or unless the content otherwise
requires, the following definitions and rules of construction shall apply
herein. In this Policy the neuter gender includes the feminine and masculine and
the singular number includes the plural, and the word "person" includes
corporation, partnership, firm, or association wherever the content so requires.
"Shall" and "will" and "agrees" are mandatory, "may" is permissive. All
references to the term of this Policy or the Policy term shall include any
extensions of such term.
DEFINITIONS
ACCUMULATION VALUE: The sum of Your Policy values in the Subaccounts, the Fixed
Account and the Loan Account.
ACCUMULATION UNIT: A unit of measure used to calculate Your Accumulation Value
in the Subaccounts.
AGE: Issue Age is age nearest Birthday on the Policy Date. Attained Age is the
Issue Age plus the number of completed Policy Years.
AUTHORIZED REQUEST: A request, in a form satisfactory to Us, which is received
by the BMA Service Center.
BENEFICIARY: The person who is named in the application or at a later date to
receive the Death Proceeds of this Policy or any rider(s).
BMA SERVICE CENTER: The office indicated on the Policy Schedule of this Policy
to which notices, requests and Premiums must be sent. All sums payable to Us
under the Policy are payable only at the BMA Service Center.
BUSINESS DAY: Each day that the New York Stock Exchange is open for business.
The Separate Account will be valued each Business Day.
CASH SURRENDER VALUE: The Accumulation Value less the surrender charge, if any,
that applies if this Policy is surrendered in full and less any Indebtedness.
COMPANY: Business Men's Assurance Company of America (BMA).
DEATH BENEFIT: The amount used to determine the Death Proceeds payable upon the
death of the Primary Insured. The Death Benefit can be either Level or
Adjustable.
DEATH PROCEEDS: Equal the Death Benefit less any Indebtedness.
EVIDENCE OF INSURABILITY: Information satisfactory to Us about a proposed
insured which is used to approve or reinstate this Policy or any rider(s).
FIXED ACCOUNT: A portion of the General Account into which You can allocate Net
Premiums or transfer Accumulation Values. It does not share in the investment
experience of any Subaccount of the Separate Account.
GENERAL ACCOUNT: Our general investment account which contains all of Our assets
with the exception of the Separate Account and other segregated asset accounts.
GOOD HEALTH: There has been no material change in health status since the date
of application and before You have received and paid the first Premium on the
Policy.
GRACE PERIOD: The 61 days that follow the date We mail a notice to You for
payment if the Cash Surrender Value is not sufficient to cover the Monthly
Deduction.
INDEBTEDNESS: Unpaid Policy loans and unpaid Policy loan interest.
INITIAL SPECIFIED AMOUNT: The amount selected by You as shown on the Policy
Schedule.
INVESTMENT OPTION(S): Those investments available under the Policy. Current
Investment Option(s) are shown on the Policy Schedule.
LOAN ACCOUNT: An account established within Our General Account for any amounts
transferred from the Fixed Account and the Separate Account as a result of
loans. The Loan Account is credited with interest and is not based on the
experience of any Separate Account.
MATURITY DATE: The date the Accumulation Value, less any Indebtedness, becomes
payable to You, as shown on the Policy Schedule, if the Primary Insured is then
living.
MONTHLY ANNIVERSARY DAY: The same day of each month as the Policy Date for each
succeeding month the Policy remains in force. If the Monthly Anniversary falls
on a day that is not a Business Day, any Policy transaction due as of that day
will be processed the first Business Day following such date.
NET PREMIUM: We deduct a Premium Charge from each Premium paid. Premium Charges
are shown on the Policy Schedule. The Net Premium is the Premium paid less the
Premium Charge.
OWNER: The person entitled to all the ownership rights under this Policy. If
Joint Owners are named, all references to You or Owner shall mean Joint Owner.
POLICY ANNIVERSARY: The same month and day as the Policy Date for each
succeeding year the Policy remains in force.
POLICY DATE: The date, as shown on the Policy Schedule, by which Policy months,
years and anniversaries are measured.
POLICY MONTH: The one month period from the Policy Date to the same date of the
next month, or from one Monthly Anniversary Day to the next.
POLICY YEAR: The one year period from the Policy Date to the first Policy
Anniversary or from one Policy Anniversary to the next.
PREMIUM: A payment You make towards this Policy and that does not re-pay any
Indebtedness.
PRIMARY INSURED: The person whose life is insured under this Policy, as shown on
the Policy Schedule.
RATE CLASS: This is anything that would affect the level of Your Premium, such
as health status and tobacco use.
REINSTATEMENT: To restore coverage after this Policy has terminated.
SEPARATE ACCOUNT: A segregated asset account maintained by Us in which a portion
of Our assets has been allocated for this and certain other policies. It is
shown on the Policy Schedule.
SPECIFIED AMOUNT: The Specified Amount is the Initial Specified Amount plus each
increase to the Specified Amount and less each decrease to the Specified Amount.
The Initial Specified Amount and the Death Benefit Option in effect on the
Policy Date are shown on the Policy Schedule.
SUBACCOUNT: Separate Account assets are divided into Subaccounts. Assets of each
Subaccount will be invested in shares of a corresponding Investment Option.
TERMINATED: The Primary Insured's life and the lives of any other insureds are
no longer insured under any of the terms of this Policy or any riders.
UNDERWRITING PROCESS: The underwriting process begins the day We receive Your
application at the BMA Service Center and ends the day We receive and approve
all required documents, including the Initial Premium, necessary to put the
Policy in force.
US, WE, OUR: Business Men's Assurance Company of America.
YOU, YOUR, YOURS: The Owner of this Policy.
OWNERSHIP AND BENEFICIARY
GENERAL - The Owner is the person or entity so named on the Policy Schedule,
unless changed. The Owner has all the interest and rights under this Policy.
The Policy can be owned by Joint Owners.
The Beneficiary is the person designated by You to receive any Death Proceeds.
OWNER'S RIGHTS - While the Primary Insured is alive and no Beneficiary is
irrevocably named, You may:
a. exercise all the rights and options that this Policy provides or that We
permit;
b. assign this Policy; and c. agree with Us to any change to this Policy.
JOINT OWNERSHIP - Two or more Owners will own the Policy as joint tenants with
rights of survivorship, unless otherwise requested. On the death of any of the
Owners, the deceased Owner's interest in the Policy passes to the surviving
Owner.
Unless otherwise provided for all the rights and privileges of ownership may be
exercised only with the consent of all Joint Owners. However, each Joint Owner
shall have the right to transfer Accumulation Value and to make Premium
allocations.
CONTINGENT OWNER - You may name a Contingent Owner. If the Owner, who is not a
Primary Insured, dies before the Primary Insured, ownership will pass to the
Contingent Owner. If there is no Contingent Owner, ownership will pass to the
deceased Owner's estate.
CHANGE OF OWNERSHIP - You may name a new Owner or may name or change a
Contingent Owner at any time while the Primary Insured is living. If a new Owner
or Contingent Owner is named, then, unless otherwise stated, any prior
designation of Contingent Owner will be voided.
You may request a change in ownership while the Primary Insured is living by
sending an Authorized Request to the BMA Service Center. When acknowledged in
writing by Us, the change will take effect on the date the notice was signed. We
will not be liable for payment made or action taken before the notice was
acknowledged by Us.
ASSIGNMENT - Assignment of this Policy will be binding on Us only after a copy
of the assignment is acknowledged at the BMA Service Center. We are not
responsible for the validity of any assignment. If the assignment is absolute,
all of the Owner's rights and that of any revocable Beneficiary are transferred
to the assignee. If the assignment is collateral, such rights are transferred
only to the extent of the assignee's interest.
DESIGNATION/CHANGE OF BENEFICIARY - The Beneficiary is the person named in the
application or by later designation to receive the Death Proceeds provided for
in this Policy or any rider.
You have the right to change a Beneficiary by sending an Authorized Request to
the BMA Service Center, unless the designation of the Primary Beneficiary has
been made irrevocable. If an irrevocable Beneficiary has been designated, the
Owner and irrevocable Beneficiary must act together to exercise all changes
under this Policy, except transfers of Accumulation Value and Premium
allocations which can be effected by the Owner. Unless otherwise indicated, the
right of an irrevocable Beneficiary to receive the proceeds is terminated if the
irrevocable Beneficiary dies before the Insured. When acknowledged in writing by
Us, the change will take effect on the date the notice was signed. We will not
be liable for payment made or action taken before the notice was acknowledged by
Us.
PAYMENT OF BENEFITS - Unless otherwise provided for in this Policy or in the
application or Authorized Request to the BMA Service Center, the following
provisions apply:
1. a Beneficiary is either a Primary Beneficiary or a Contingent
Beneficiary. If the Primary Beneficiary does not survive the Primary
Insured, then any proceeds are payable to the Contingent Beneficiary;
2. if there are no surviving Beneficiaries, We will pay the Death
Proceeds to the Owner or, if the Owner is the Primary Insured, to the
estate of the Owner, or to the successors or transferees of the Owner;
3. two or more persons may be named as Primary Beneficiaries or
Contingent Beneficiaries. In that case, We will assume the proceeds
are to be paid in equal shares to the surviving Beneficiaries. The
Owner can specify other than equal share;
4. We may rely on the affidavit of any responsible person to determine
the identity or nonexistence of Beneficiaries not identified by name.
We may require proof of age or of the continued survival of any payee.
CLAIMS AGAINST BENEFICIARIES - To the extent allowed by law, no payment of
proceeds or interest will be subject to claims of a Beneficiary's creditors, or
legal process against a Beneficiary.
THE CONTRACT
CONSIDERATION; ENTIRE CONTRACT - This Policy is issued in consideration of: (a)
the application; and (b) the payment in advance of the required Premium. This
Policy, the application, and riders/amendments, if any, are the entire contract
between You and Us. Statements made in the application are considered
representations and not warranties except in the case of fraud. No statement
will void this Policy or be used in defense of a claim unless made in the
application.
MODIFICATION OF POLICY - No agent has authority to change this Policy or waive
any of its provisions. Any change in this Policy will be binding on Us only when
endorsed by Our President, Vice President, Secretary or Assistant Secretary.
To the extent permitted by applicable laws and regulation, We may make changes
without Your consent to the provisions of this Policy to comply with any
applicable federal or state laws including, but not limited to, requirements for
life insurance contracts under the Internal Revenue Code. You have the right to
refuse any such changes. However, in such an event, We cannot accept
responsibility for the tax treatment of this Policy.
EFFECTIVE DATE - This Policy will be effective as soon as it has been received
by You and the first Premium has been paid during the lifetime of the proposed
Primary Insured and there has been no material change in health status since the
date of application. If the first Premium is paid in exchange for a conditional
coverage receipt as of the date of the application, coverage will be effective
as stated in that receipt.
For any increase or addition to coverage, the Effective Date will be the first
Monthly Anniversary Day that falls on or next follows the date the application
for the increase or addition is approved by Us.
INCONTESTABILITY - This Policy will not be contestable as to statements made in
the application after it has been in force during the Primary Insured's lifetime
for two years from the Policy Date, except: (a) for nonpayment of Premium; and
(b) with respect to any additional benefits or Policy riders for disability or
accidental death.
If the Effective Date of a rider is later than the Policy Date, the rider will
not be contestable as to statements made in the application for such rider after
it has been in force during the Insured's lifetime for two years from the
Effective Date of such rider, except with respect to any additional benefits or
Policy riders for disability or accidental death.
Any increase in Specified Amount effective after the Policy Date will not be
contestable after such increase has been in force during the lifetime of the
Primary Insured for the two years that follow the Effective Date of such
increased Specified Amount.
SUICIDE - If while this Policy is in force the Primary Insured commits suicide,
while sane or insane, within two years from the Policy Date, the benefit payable
will be limited to all Premiums paid, less Indebtedness and less any prior
partial surrenders. There will be a further deduction from the benefit payable
for the total rider charges, if any, for additional insureds covered under this
Policy.
If while this Policy is in force the Primary Insured commits suicide, while sane
or insane, within two years from the Effective Date of any increase in coverage
or additional benefits for the Primary Insured, the benefit payable with respect
to such increase or additional benefits will be limited to the Premium paid for
the cost of such increased coverage or additional benefits.
AGE, SEX - The age of the Primary Insured is the age nearest the Primary
Insured's birthday on the Policy Date or Policy Anniversary, determined from the
date of birth shown in the application. If the date of birth or sex shown on the
Policy Schedule is not correct, the Death Benefit will be adjusted to that which
would be purchased by the most recent cost of insurance charge at the correct
date of birth and sex.
ANNUAL POLICY REPORT - Annually and without charge, We will send You a report
that will serve to inform You of the status of this Policy. The following
information to be included in the report applies to the end of the current
report period, unless otherwise stated:
1. the amount of Death Benefit;
2. the Accumulation Value and Cash Surrender Value;
3. the current Specified Amount;
4. Premiums paid, Monthly Deductions and Loans since the last report;
5. the amount of any Indebtedness;
6. notifications required under the provisions of this Policy; and
7. any other information required by the state where this Policy was
delivered.
We will also provide You any shareholder reports of the Investment Options and
any other notices, reports or documents as required by law. Any reports sent
will be sent to Your last known address.
PROJECTION OF BENEFITS AND VALUES - We will provide a projection of illustrative
future Death Benefits and Accumulation Values at any time after the first year
upon receipt of Your Authorized Request.
MATURITY DATE - The Maturity Date is the date when coverage is scheduled to
cease. The Maturity Date is shown on the Policy Schedule. If this Policy is in
force on the Maturity Date:
1. all insurance benefits end; and
2. the Accumulation Value less any Indebtedness will be paid as You
direct in a lump sum or under a payment option.
This Policy may end prior to the Maturity Date if the Cash Surrender Value is
insufficient to continue coverage to such date and adequate additional Premiums
are not paid.
PREMIUMS
PREMIUMS - The first Premium is due on the Policy Date. The amounts and
frequency of Planned Premiums are shown on the Policy Schedule. All Premiums are
payable at the BMA Service Center. We reserve the right to limit the number and
amount of additional Premiums.
You may change the frequency and/or increase or decrease the amount of Planned
Premiums. Subject to the terms and conditions of this Policy, You can make
additional Premium payments at any time. If an additional Premium will increase
the amount of coverage, We will require Evidence of Insurability of the Primary
Insured before the Net Premium is allocated to the Fixed Account or the
Subaccounts.
ALLOCATION OF PREMIUMS - Net Premiums are allocated to one or more of the
Subaccounts of the Separate Account or to the Fixed Account in accordance with
Your selection. Your initial Premium will be placed in a suspense account.
Subject to the Free Look period, the initial Premium will be kept within the
suspense account for the length of the Underwriting Process when it will be
moved to the Money Market Subaccount. The initial Net Premium will remain in the
Money Market Subaccount for [15] days. At the end of this period, We will
allocate Your initial Net Premium (plus interest earned) to the investment
option(s) You requested in the application.
Unless You inform Us otherwise, subsequent Net Premiums are allocated in
accordance with the selection in Your application. All allocations are subject
to the Allocation Guidelines shown on the Policy Schedule.
CHANGE IN PREMIUM PAYMENTS - You may elect to increase or decrease or to change
the frequency of Premium payments. Unless surrendered, this Policy remains in
force and will not be in default if no additional Premium payments are made. Any
change may affect surrender charges, transfers, loans, policy charges or
termination of the policy.
RIGHT TO REFUND - 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, We reserve the right to
return Premiums paid which We determine will cause any coverage under this
Policy to fail to qualify as life insurance under applicable tax laws and any
changes in applicable tax laws or will cause it to become a modified endowment
contract. Additionally, We reserve the right to make changes in this Policy or
to make distributions to the extent We determine necessary to continue to
qualify this Policy as life insurance and to comply with applicable laws. We
will provide You advance written notice of any change.
GRACE PERIOD - At the end of any Policy Month, if the Cash Surrender Value is
not sufficient to cover the Monthly Deduction, a Grace Period of 61 days from
such day We mail a notice informing You of this will be allowed for the payment
of a Premium sufficient to cover the Monthly Deduction. This Policy will remain
in force during the Grace Period.
If this Premium is not paid within the Grace Period, all coverage under this
Policy will terminate without value at the end of the Grace Period. However,
during the first five Policy Years, this Policy will not terminate if the
cumulative Premiums are paid as stated in the Insufficient Accumulation Value
provision.
At least 30 days prior to the termination date, We will mail notice of
termination to Your last known address and the last known address of any
assignee of record.
If the Primary Insured dies during the Grace Period, the Premiums required to
provide coverage to the date of the Primary Insured's death will be deducted
from any amounts payable under this Policy.
REINSTATEMENT - Unless surrendered for cash, this Policy, and any attached
riders, may be reinstated within five years after the date of termination and
prior to the Maturity Date and while the Primary Insured is alive.
Conditions of reinstatement are:
1. Evidence of Insurability to Us for all persons to be insured under the
reinstated policy;
2. reinstatement of all Indebtedness on this Policy; and
3. payment of all past due Premiums.
The Effective Date of the reinstated policy will be the first Monthly
Anniversary Day that falls on or next follows the date the application for
reinstatement is approved by Us.
SEPARATE ACCOUNT
THE SEPARATE ACCOUNT - The Separate Account is designated on the Policy
Schedule. It consists of assets We have set aside and have kept separate from
the rest of Our assets and those of Our other separate accounts. The assets of
the Separate Account, equal to reserves and other liabilities of this Policy and
those of other Owners, will not be charged with liabilities arising out of any
other business We may conduct. The investment policy of the Separate Account
shall not be changed without the approval of the Insurance Commissioner of the
state of domicile of the insurer, and the approval process is on file with the
Commissioner of the state where the policy is filed.
The Separate Account assets are divided into Subaccounts. The assets of the
Subaccounts are invested in the Investment Option(s) shown on the Policy
Schedule. We may add additional Investment Option(s) to those shown. You may be
permitted to transfer Your Accumulation Value or allocate Net Premiums to the
additional Subaccount(s). However, the right to make such transfers or
allocations will be limited by any terms and conditions We may impose.
Should the shares of any Investment Option(s) become unavailable for investment
by the Separate Account, or Our Board of Directors deems further investment in
the shares inappropriate, We may limit further purchase of such shares or
substitute shares of another Investment Option for shares already purchased.
VALUATION OF ASSETS - Assets of the Investment Option(s) held within the
Subaccounts will be valued at their net asset value on each Business Day.
ACCUMULATION UNITS - Accumulation Units shall be used to account for all amounts
allocated to or withdrawn from the Subaccounts of the Separate Account as a
result of Premiums, surrenders, transfers, or fees and charges. We will
determine the number of Accumulation Units of a Subaccount purchased or
canceled. This will be done by dividing the amount allocated to (or the amount
withdrawn from) the Subaccount by the dollar value of one Accumulation Unit of
the Subaccount as of the end of the Business Day during which the request for
the transaction is received at the BMA Service Center.
ACCUMULATION UNIT VALUE - The Accumulation Unit Value for each Subaccount was
arbitrarily set initially at $10. Subsequent Accumulation Unit Values for each
Subaccount are determined by multiplying the Accumulation Unit Value for the
immediately preceding Business Day by the Net Investment Factor for the
Subaccount for the current Business Day.
The Accumulation Unit Value may increase or decrease from Business Day to
Business Day.
NET INVESTMENT FACTOR - The Net Investment Factor is equal to (1 - C) multiplied
by A divided by B, where:
A is (i) net asset value per share of the Investment Option held in
the Subaccount at the end of the current Business Day; plus
(ii) any dividend or capital gains per share declared on behalf of
such Investment Option that has an ex-dividend date within the current
Business Day.
B is the net asset value per share of the Investment Option held by
the Subaccount for the immediately preceding Business Day.
C is a charge factor, if any, for any taxes or any tax reserve We have
established as a result of the operation or maintenance of the
Separate Account.
CHARGES AND DEDUCTIONS
PREMIUM CHARGE - We deduct a Premium Charge from each Premium You make. The
Premium Charges are set out on the Policy Schedule.
MONTHLY DEDUCTION - The initial Monthly Deduction is made on the Policy Date but
does not include the Risk Charge. On each Monthly Anniversary Day We make a
Monthly Deduction from the Accumulation Value of Your Policy. The Monthly
Deduction equals:
a. the Cost of Insurance for this Policy; plus
b. the monthly rider charges, if any; plus
c. the Risk Charge; plus
d. the monthly Policy Charge.
The Monthly Deduction will be taken on a pro-rata basis from the Subaccounts and
the Fixed Account, exclusive of the Loan Account.
COST OF INSURANCE CHARGE - The Cost of Insurance Charge for a Policy Month
equals the appropriate Cost of Insurance Rate per $1,000, including any
substandard ratings, times the Net Amount at Risk. The Net Amount at Risk
equals:
Level Death Benefit. For the Level Death Benefit Option, the Net
Amount at Risk is the greater of:
1. the Specified Amount divided by [1.0032737 ] less the
Accumulation Value; and
2. the Accumulation Value times the applicable Minimum Death Benefit
Corridor Percentage divided by [1.0032737 ], less the Accumulation
Value.
Adjustable Death Benefit Option. For the Adjustable Death Benefit
Option, the Net Amount at Risk is the greater of:
1. the Specified Amount plus the Accumulation Value divided by
[1.0032737], less the Accumulation Value; and
2. the Accumulation Value times the applicable Minimum Death Benefit
Corridor Percentage divided by [1.0032737], less the Accumulation
Value.
The Minimum Death Benefit Corridor Percentages are shown in the Death
Benefit Provision.
COST OF INSURANCE RATE - The monthly cost of insurance rate, per $1,000 of net
amount at risk, is based on the sex, issue age, and rate class of the Primary
Insured and the Policy Year. Monthly cost of insurance rates will be determined
by Us based on the expectations as to future experience. We may charge less than
the maximum cost of insurance rates as shown in the Table of Cost of Insurance
Rates contained in the Policy Schedule. Any change in the cost of insurance
rates will apply to all Primary Insureds of the same age, sex, rate class and
Policy Year. Guaranteed cost of insurance rates are greater for insureds in
special rate classes.
MONTHLY RIDER CHARGES - We charge separately for any riders attached to this
Policy. The riders that are attached to and form a part of this Policy are
listed on the Policy Schedule. We deduct the cost of the riders for a Policy
Month as part of the Monthly Deduction on each Monthly Anniversary Day.
POLICY CHARGE - We assess a Policy Charge which is set forth on the Policy
Schedule. It is deducted each Monthly Anniversary Day as part of the Monthly
Deduction.
RISK CHARGE - Each Monthly Anniversary Day as part of the Monthly Deduction We
deduct a Risk Charge. The Risk Charge is set forth on the Policy Schedule.
OTHER TAXES - Any taxes paid to any governmental entity, whether federal, state
or local, may be charged against the Policy values or Premiums. We will, in Our
sole discretion, determine when taxes have resulted from: the investment
experience of the Separate Account or receipt by Us of Premiums. We may at Our
discretion, pay any such taxes when due and deduct that amount from the
Accumulation Value at a later date. Payment at an earlier date does not waive
any right We may have to deduct amounts at a later date. We reserve the right to
establish a provision for federal income taxes if We determine, in Our sole
discretion, that We will incur a tax as a result of the operation of the
Separate Account. We will deduct for any income taxes incurred by Us as a result
of the operation of the Separate Account whether there was a provision for taxes
and whether or not it was sufficient. We will deduct any withholding taxes
required by applicable law.
SURRENDER CHARGES - If this Policy is surrendered before the 10th policy
anniversary or within 10 years following the effective date of any increase in
Specified Amount, a Surrender Charge may be deducted. The amount of the
Surrender Charge at the end of a Policy Year is shown on the Policy Schedule.
After the fourth policy year, or after four years following the effective date
of an increase, the Surrender Charge between policy years will be pro-rated
monthly. When there is a partial surrender of Cash Surrender Value, a pro-rata
portion of the Surrender Charge is assessed for any amount that the Specified
Amount is reduced. The pro-rata surrender charge is calculated in the same
manner as for a requested decrease. (See Surrender provision.)
PARTIAL SURRENDER FEE - When there is a partial surrender of the Cash Surrender
Value, in addition to any Surrender Charge that may be assessed, We will charge
a Partial Surrender Fee which is shown on the Policy Schedule.
CALCULATION OF VALUES
ACCUMULATION VALUE - The total Accumulation Value reflects the Premiums paid,
Premium Charges, Monthly Deductions, the investment experience of the
Subaccounts selected, the interest earned on the Fixed Account, if selected, the
interest earned on the Loan Account, if any loans are outstanding, and any
deductions due to any partial surrenders.
Your Accumulation Value on the Policy Date equals Your initial Premium less the
Premium Charge, less the initial Monthly Deduction.
On each subsequent Business Day, Your Accumulation Value equals:
1. the sum of Your Accumulation Values in the Subaccounts You have
selected; plus
2. Your Accumulation Value in the Fixed Account, if You have selected the
Fixed Account; plus
3. Your Accumulation Value in the Loan Account, if any loans are
outstanding.
CASH SURRENDER VALUE - The Cash Surrender Value of Your Policy on a Business Day
is equal to the Accumulation Value as of the Business Day less any Indebtedness
and less any surrender charge that would be assessed if the Policy were
surrendered as of the Business Day.
SUBACCOUNT ACCUMULATION VALUE - Your Accumulation Value in any Subaccount
equals:
1. the number of Your Accumulation Units in that Subaccount on the
Business Day; multiplied by
2. that Subaccount's Accumulation Unit Value for that Business Day.
FIXED ACCOUNT ACCUMULATION VALUE - On each Business Day, the Accumulation Value
in the Fixed Account equals:
1. the Fixed Account Accumulation Value on the preceding Business Day
plus interest from the preceding Business Day to the current Business
Day; plus
2. the portion of the Net Premiums allocated to the Fixed Account as of
the current Business Day; plus
3. the amount of transfers from the Subaccounts and the Loan Account to
the Fixed Account as of the current Business Day; less
4. the amount of any transfer from the Fixed Account to the Subaccounts
or the Loan Account; less
5. any partial surrender, any Partial Surrender Fee and any surrender and
partial surrender charges deducted from the Fixed Account as of the
current Business Day; less
6. the pro-rata portion of the Monthly Deduction from the Fixed Account
as of the current Business Day if the Business Day is also a Monthly
Anniversary.
INTEREST CREDITED TO THE FIXED ACCOUNT - Interest will accrue daily at a rate
not less than the Guaranteed Interest Rate shown on the Policy Schedule.
INSUFFICIENT ACCUMULATION VALUE - On any Monthly Anniversary Day, if the Cash
Surrender Value is not sufficient to cover the Monthly Deduction, this Policy
will terminate, subject to the Grace Period provision.
During the first five Policy Years this Policy will not terminate as long as the
cumulative Premiums paid to date are at least equal to (a) times (b) where:
(a) is the number of Monthly Anniversary Days that have occurred plus one;
and
(b) is the No-Lapse Monthly Minimum Premium shown on the Policy Schedule.
The cumulative Premiums paid are equal to: (1) the total Premiums paid; less (2)
any Indebtedness; less any (3) partial surrenders, Partial Surrender Fees
assessed and any pro-rata surrender charge assessed for the partial surrenders.
If there are any changes in the No-Lapse Monthly Minimum Premium, this Policy
will remain in force during the first five Policy Years as long as the
cumulative Premiums received on and after the date of the change are at least
equal to (c) plus (d) where:
(c) is (a) times (b) as defined above; and
(d) is the change in the No-Lapse Monthly Minimum Premium times the
number of Monthly Anniversary Days that have occurred starting with the
effective date of the change.
Any deduction for the cost of insurance after termination will not be considered
a reinstatement of this Policy or a waiver by Us of the termination. Any such
deduction will be credited to the Accumulation Value as of the date of the
deduction.
CONTINUATION OF INSURANCE - If the Planned Premiums are not paid and if no
additional Premiums are paid, coverage may continue subject to the Insufficient
Accumulation Value provision.
COMPUTATION OF VALUES AND RESERVES - The Commissioners' 1980 Standard Ordinary
Smoker or Nonsmoker Mortality Table, with interest, as shown on the Policy
Schedule and compounded yearly, is used to establish reserves and guaranteed
Fixed Account values.
A detailed statement of the methods of calculation has been filed with the
insurance supervisory official of the jurisdiction in which this policy is
delivered. All guaranteed values and benefits of this policy are not less than
the minimum values and benefits required by the laws of such jurisdiction.
SUSPENSION OR DEFERRAL OF PAYMENTS
We reserve the right to suspend or postpone payments from the Separate Account
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 securities held
in the Separate Account is not reasonably practicable or it is not
reasonably practicable to determine the value of the Separate
Account's net assets; or
4. 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 whether the conditions described in (2) and (3) exist.
Transfers may also be postponed under the above circumstances.
We may defer the portion of any transfer, amount payable on surrender, or Policy
Loan from the Fixed Account for not more than six months.
DEATH BENEFIT
DEATH BENEFIT - The amount of Death Benefit depends upon the Specified Amount
and Your Policy's Accumulation Value on the date of the Primary Insured's death,
and the Death Benefit Option in effect at the time of death. The Initial
Specified Amount and the Death Benefit Option in effect on the Policy Date are
shown on the Policy Schedule.
Level Death Benefit Option. The amount of the Death Benefit under the
Level Death Benefit Option is the greater of:
1. the Specified Amount on the date of death; or
2. the Accumulation Value on the date of death multiplied by the
applicable factor from the Table of Minimum Death Benefit Corridor
Percentages shown below.
Adjustable Death Benefit Option. The amount of the Death Benefit under
the Adjustable Death Benefit Option is the greater of:
1. the Specified Amount on the date of death plus the Accumulation Value
on the date of death; or
2. the Accumulation Value on the date of death multiplied by the
applicable factor from the Table of Minimum Death Benefit Corridor
Percentages shown below.
The applicable percentage is a percentage that is based on the Attained Age of
the Primary Insured at the beginning of the Policy Year and is equal to the
following:
Attained Corridor Attained Corridor
Age Percentage Age Percentage
--- ---------- --- ----------
0-40 250% 60 130%
41 243% 61 128%
42 236% 62 126%
43 229% 63 124%
44 222% 64 122%
45 215% 65 120%
46 209% 66 119%
47 203% 67 118%
48 197% 68 117%
49 191% 69 116%
50 185% 70 115%
51 178% 71 113%
52 171% 72 111%
53 164% 73 109%
54 157% 74 107%
55 150% 75-90 105%
56 146% 91 104%
57 142% 92 103%
58 138% 93 102%
59 134% 94 101%
95-100 100%
CHANGE IN DEATH BENEFIT OPTION - You may change the Death Benefit option after
this Policy has been in force for at least one year, subject to the following:
1. You must submit an Authorized Request;
2. once the Death Benefit option has been changed, it cannot be changed
again for one year from the date of the change;
3. if the Level Death Benefit Option is to be changed to the Adjustable
Death Benefit Option, You must submit proof satisfactory to Us that
the Primary Insured is still insurable;
4. if Level Death Benefit Option is changed to the Adjustable Death
Benefit Option the resulting Specified Amount cannot be less than the
Minimum Specified Amount shown on the Policy Schedule. The Specified
Amount will be reduced to equal the Specified Amount less the
Accumulation Value on the date of change. This decrease will not
result in any decrease in Premiums or Surrender Charges; and
5. if the Adjustable Death Benefit Option is changed to Level Death
Benefit Option, the Specified Amount will be increased by an amount
equal to the Accumulation Value on the date of the change. This
increase will not result in any increase in Premiums or Surrender
Charges.
Any change in a Death Benefit option will take effect on the Monthly Anniversary
Date on or following the date We approve the request for the change.
CHANGE IN SPECIFIED AMOUNT - You may change the Specified Amount of this Policy
effective on any Monthly Anniversary Day after the Policy has been in force at
least one year, subject to the following requirements. Once the Specified Amount
has been changed, it cannot be changed again for one year from the date of a
change.
Specified Amount Increase. To increase the Specified Amount You must:
1. submit an application for the increase;
2. submit proof satisfactory to Us that the Primary Insured is an
insurable risk; and
3. pay any additional Premium which is required.
The Specified Amount can only be increased before the Primary Insured reaches
Age 80. A Specified Amount increase will take effect on the Monthly Anniversary
Day on or following the day We approve the application for the increase. The
Specified Amount increase must be for at least the Minimum Increase in Specified
Amount shown on the Policy Schedule. Each increase will have its own surrender
charge based on the increased issue age, sex and rate class. The rate class that
applies to any Specified Amount increase may be different from the rate class
that applies to the Initial Specified Amount. Each increase will have its own
Cost of Insurance rate.
The following changes will be made to reflect the increase:
1. the No-Lapse Minimum Monthly Premium will be increased;
2. an additional surrender charge for the increase in Specified Amount
will apply.
We will furnish You with documentation showing You any change in rate class for
the Specified Amount increase, the amount of the increase and the additional
Surrender Charges.
Specified Amount Decrease. You must request by Authorized Request any
decrease in the Specified Amount. The decrease will take effect on the later
of:
1. the Monthly Anniversary Day on or following the day We receive Your
request for the decrease; or
2. the Monthly Anniversary Day one year after the last change in
Specified Amount was made.
A Specified Amount decrease will be used to reduce any previous increases to the
Specified Amount which are then in effect starting with the latest increase and
continuing in the reverse order in which the increases were made. If any portion
of the decrease is left after all Specified Amount increases have been reduced,
it will be used to reduce the Initial Specified Amount. We will not permit a
Specified Amount decrease that would reduce the Specified Amount below the
Minimum Specified Amount shown on the Policy Schedule. For any coverage change
that results in a decrease in the Specified Amount, the applicable Surrender
Charge for the amount of decrease will be deducted from the Accumulation Value.
The No-Lapse Minimum Monthly Premium will be reduced to reflect the Specified
Amount decrease.
LOANS
GENERAL - We will loan You money while this Policy is in force and not in a
Grace Period, with this Policy as the sole security. We will advance a loan
amount not to exceed the loan value. The loan must be secured by proper
assignment of this Policy. We may defer granting loans but for not more than six
months.
The Accumulation Value securing the loan is transferred to the Loan Account on a
pro-rata basis. The amount transferred from each Subaccount and the Fixed
Account will equal the ratio of the value each bears to the total unloaned
Accumulation Value. If You desire other than the above, You may specify the
specific Subaccounts from which the transfer is to be made.
Any Indebtedness will be deducted from any amount payable under this Policy.
No new loan may be taken which, in combination with existing loans and accrued
interest, is greater than the Loan Value.
LOAN VALUE - The loan value is equal to [90%] of the Accumulation Value as of
the date the Authorized Request for the loan is received at the BMA Service
Center less: (a) an amount equal to the Surrender Charge, if any, that applies
if this Policy is surrendered in full; (b) any existing Indebtedness; (c)
interest on all Indebtedness on this Policy to the next Policy Anniversary; and
(d) prior to the ninth Policy Month, an amount equal to the balance of the
monthly deductions for the first Policy Year; or (e) on or after the ninth
Policy Month, an amount equal to the sum of the next three Monthly Deductions.
LOAN INTEREST (CHARGED) - Interest is payable in advance on the first interest
payment due date and on each Policy Anniversary that follows at the Loan
Interest Rate which is shown on the Policy Schedule. The interest rate applies
to the unpaid balance of the loan. The first interest payment is due on the date
of the loan.
If loan interest is not paid, the difference between the value of the Loan
Account and the Indebtedness will be transferred from the Subaccounts and the
Fixed Account on a pro-rata basis to the Loan Account.
INTEREST CREDITED - The Accumulation Value in the Loan Account will earn
interest at a rate not less than the Minimum Loan Account Interest Rate. The
Minimum Loan Account Interest Rate is shown on the Policy Schedule. For Policy
Years 11 and after, the Accumulation Value in the Loan Account will earn
interest at the Loan Interest Rate which is shown on the Policy Schedule.
LOAN REPAYMENT - Loans may be repaid at any time while this Policy is in force.
There is no minimum loan repayment amount.
The amount equivalent to a loan repayment will be deducted from the Loan Account
and allocated to the originating Subaccounts and the Fixed Account in the same
percentage as was used for the transfer to the Loan Account.
Amounts received by Us will be applied as Premiums unless We are otherwise
instructed to apply such amounts as repayment of the loan.
TERMINATION FOR MAXIMUM INDEBTEDNESS - This Policy will terminate when
Indebtedness equals or exceeds the Accumulation Value less the Surrender Charge,
if any, that applies if this Policy is surrendered in full. Termination will be
effective 61 days after We send notice of the termination to Your last known
address and the last known address of any assignee of record.
SURRENDERS
TOTAL SURRENDER - You may terminate this Policy at any time by submitting an
Authorized Request to the BMA Service Center. We will pay the Cash Surrender
Value to You as of the Business Day the Authorized Request is received in good
order and Our liability under this Policy will cease.
PARTIAL SURRENDER - After the first Policy Year, You may surrender a part of the
Cash Surrender Value by submitting an Authorized Request to the BMA Service
Center. All partial surrenders are 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 Policy.
2. unless You specify otherwise, the partial surrender will be deducted
on a pro-rata basis from the Fixed Account and the Subaccounts; the
Surrender Charge and the Partial Surrender Fee are also deducted from
the Accumulation Value; the Owner may specify if a different
allocation method is to be used, however the proportion to be taken
from the Fixed Account may never be greater than the Fixed Account's
proportion of the total unloaned Accumulation Value.
3. You cannot replace the surrendered Cash Surrender Value.
4. upon a partial surrender, the Specified Amount may be reduced if the
Level Death Benefit Option is in effect. The Specified Amount will not
be reduced if the Adjustable Death Benefit Option is in effect. The
Specified Amount will be reduced by the amount of the partial
surrender if the Policy is not in corridor.
5. a partial surrender is allowed twice each policy year and will be
limited to such amounts so that the partial withdrawal will not reduce
the Specified Amount below the Minimum Specified Amount shown on the
Policy Schedule or reduce the Cash Surrender Value below the remaining
Cash Surrender Value amount shown on the Policy Schedule.
6. a pro-rata portion of the Surrender Charge is assessed for any amount
by which the Specified Amount is reduced. A Partial Surrender Fee also
applies.
FREE PARTIAL SURRENDER AMOUNT - Once each Policy Year, on a non-cumulative
basis, You may make a free partial surrender up to the Free Partial Surrender
Percentage shown on the Policy Schedule of the unloaned Accumulation Value
without the imposition of the Partial Surrender Fee or the Surrender Charge. The
Accumulation Value of the Policy is based on the Business Day the Authorized
Request is received by the BMA Service Center. If this Policy is later totally
surrendered for its Cash Surrender Value, then the pro-rata Surrender Charges
for any free partial surrenders will be assessed at the time of surrender.
TRANSFERS
A transfer is subject to the following:
1. the maximum number of transfers and the number of transfers which may
be made which are not subject to a Transfer Fee are shown on the
Policy Schedule;
2. a Transfer Fee is deducted if a transfer exceeds the maximum number of
free transfers. The Transfer Fee is shown on the Policy Schedule. The
transfer fee is deducted from the amount which is transferred;
3. You may not make a transfer until the end of the Free Look period;
4. the minimum and maximum amounts which may be transferred are shown on
the Policy Schedule;
5. a transfer will be effective as of the end of the Business Day when We
receive an acceptable transfer request containing all required
information;
6. neither Us nor Our BMA Service Center are liable for a transfer made
in accordance with Your instructions;
7. We reserve the right to restrict the number of transfers per year and
to restrict transfers from being made on consecutive Business Days;
8. Your right to make transfers is subject to modification if We
determine, in Our 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 Us 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 by an Owner
at any one time.
9. during times of drastic economic or market conditions, We may suspend
the transfer privilege temporarily without notice and treat transfer
requests based on their separate components -- a redemption order with
a simultaneous request for purchase of another Subaccount. In such a
case, the redemption request would be processed at the source
Subaccount's next determined Accumulation Unit Value but the purchase
into the new Subaccount would be effective at the next determined
Accumulation Unit Value for the new Subaccount only after We receive
the proceeds from the Investment Option which underlies the source
Subaccount or the source Subaccount otherwise receives cash.
TERMINATION
This Policy will terminate on the earliest of these dates:
1. the Maturity Date;
2. the date of the Primary Insured's death;
3. the end of the Grace Period;
4. the date, as stated in the Loan provision, that the Indebtedness
equals or exceeds the Accumulation Value, less the Surrender Charge,
if any;
5. the date surrender of the Policy is effective, as stated in the
Surrender and Surrender Value provision; or
6. the first Monthly Anniversary day that falls on or next follows Your
Authorized Request to cancel this Policy.
We may request the return of this Policy.
PAYMENT OPTIONS PROVISION
At any time, by sending an Authorized Request to the BMA Service Center, You or,
if You have not done so, Your Beneficiary may select any of the payment options
described below. Any other payment options acceptable to Us may be elected.
An election to receive distribution under a payment option must be made no later
than 30 days before the Maturity Date.
The Effective Date of the payment option will be the later of the date You
select or the date We receive all of the required forms at the BMA Service
Center.
The first payment will be due one month (or one modal period if other than a
monthly payment frequency is elected) following the Effective Date.
Payment options are available only with Our consent if (a) this Policy is
assigned; or (b) any Payee is not a natural person.
AMOUNT AND FREQUENCY OF PAYMENTS: The amount of each payment under a payment
option will be determined by applying the Death Proceeds on the Effective Date
to the Annuity Tables contained in this Policy for the payment option selected.
These Annuity Tables are based on the 1983 Individual Annuity Mortality Table
with mortality projected to the year 2000 by projection scale G and with an
annual effective interest rate of 3 1/2%. For the payment options described
below, We guarantee that the dollar amount of each payment after the first will
not be affected by variations in mortality or expense experience. If on the
Effective Date of the payment amounts, We are using tables of annuity rates for
these Policies which result in larger payment options, We will use those tables
instead. Where permitted, purchase payments will depend on the Age and sex of
the Annuitant and Joint Annuitant, where applicable.
Upon the election of a payment option, the Death Proceeds will be allocated to
the General Account. Payments will be fixed, and will not vary based on the
experience of any Subaccount.
If the amount available to apply under any payment option is less than $2,500,
We reserve the right to pay such amount in one sum, in lieu of making payments
under a payment option.
Payments will automatically be made monthly. Subject to Our approval, quarterly,
semi-annual or annual payments may be chosen by sending an Authorized Request to
the BMA Service Center. However, if any payment provided for would be or becomes
less than $20, We would have the right to reduce the frequency of payment to an
interval that will result in each payment being at least $20.
PAYMENT OPTIONS -
OPTION 1 - LIFE ANNUITY. We will make monthly annuity payments during the life
of the Annuitant and ceasing with the last annuity payment due prior to the
Annuitant's death.
OPTION 2 - LIFE ANNUITY WITH 120 OR 240 MONTHLY ANNUITY PAYMENTS GUARANTEED We
will make monthly annuity payments during the life of the Annuitant with a
guarantee that if at the Annuitant's death there have been less than 120 or 240
monthly annuity payments made as selected, monthly annuity payments will
continue to a designated Payee for the remainder of the guaranteed period. You
may elect to have the present value of the guaranteed monthly annuity payments
remaining, as of the date notice of the Annuitant's death is received at the BMA
Service Center, commuted at the Statutory Calendar Year Interest Rate based on
the NAIC Standard Valuation Law for Single Premium Immediate Annuities
corresponding to the Effective Date of the payment option. We will require the
return of this Policy and proof of death prior to the payment of any commuted
values.
OPTION 3 - JOINT AND LAST SURVIVOR ANNUITY. We will make monthly annuity
payments during the joint lifetime of the Annuitant and the Joint Annuitant.
Upon the death of the Annuitant, if the Joint Annuitant is then living, annuity
payments will continue to be paid during the remaining lifetime of the Joint
Annuitant at a level of 100%, of the previous level, as selected. Monthly
annuity payments cease with the final annuity payment due prior to the last
survivor's death.
OPTION 4 - JOINT AND LAST SURVIVOR ANNUITY WITH 120 OR 240 MONTHLY ANNUITY
PAYMENTS GUARANTEED. We will make monthly annuity payments during the joint
lifetime of the Annuitant and the Joint Annuitant. Monthly annuity payments will
continue to be paid during the remaining lifetime of the Joint Annuitant at 100%
of the previous level. If at the last death of the Annuitant and the Joint
Annuitant, there have been less than 120 or 240 monthly annuity payments made as
selected, monthly annuity payments will continue to a designated Payee for the
remainder of the guaranteed period. You may elect to have the present value of
the guaranteed monthly annuity payments remaining, as of the date notice of the
last death of the Annuitant and Joint Annuitant is received at the BMA Service
Center, commuted at the Statutory Calendar Year Interest Rate based on the NAIC
Standard Valuation Law for Single Premium Immediate Annuities corresponding to
the Effective Date of the payment option. We will require the return of this
Policy and proof of death prior to the payment of any commuted values.
MINIMUM RATE - The interest rate guaranteed is 3% under Options 1, 3, and 4. The
minimum rate for Option 2 is based on the 1937 Standard Annuity Mortality Table
at 2 1/2%. Additional interest may be paid as determined by Us.
SETTLEMENT AGREEMENT - At the time a payment option is elected, We require
exchange of this Policy for a settlement agreement which covers the payment
option. The Effective Date of such agreement will be the date proceeds are
applied under the settlement agreement.
DEATH OF PAYEE - If the payee has died, the value of any remaining guaranteed
payments will be paid to the payee's estate, unless otherwise provided in the
election of the option. The value will be based on the interest rate shown in
the settlement agreement, but not less than the guaranteed rate for the payment
option elected.
ANNUITY PAYMENTS FOR A FIXED PERIOD
<TABLE>
<CAPTION>
Years Amount Years Amount Years Amount Years Amount Years Amount
----- ------ ----- ------ ----- ------ ----- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 84.47 6 15.14 11 8.86 16 6.53 25 4.71
2 42.86 7 13.16 12 8.24 17 6.23
3 28.99 8 11.68 13 7.71 18 5.96 30 4.18
4 22.06 9 10.53 14 7.26 19 5.73
5 17.91 10 9.61 15 6.87 20 5.51
</TABLE>
<TABLE>
<CAPTION>
ANNUITY PAYMENTS FOR THE LIFE OF THE PAYEE, WITH GUARANTEED PERIODS
Monthly Payment Per $1000 of Adj Contract Value Monthly Payment per $1000 of Adj Contract Value
Male Female
Annuitant Life 10 Years 20 Years Annuitant Life 10 Years 20 Years
Age Only Guaranteed Guaranteed Age Only Guaranteed Guaranteed
--- ---- ---------- ---------- --- ---- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50 4.37 4.33 4.23 50 4.05 4.03 3.99
51 4.44 4.40 4.28 51 4.10 4.08 4.03
52 4.51 4.47 4.34 52 4.16 4.14 4.08
53 4.58 4.54 4.39 53 4.22 4.20 4.13
54 4.66 4.61 4.45 54 4.28 4.26 4.18
55 4.75 4.69 4.51 55 4.35 4.32 4.24
56 4.84 4.77 4.57 56 4.42 4.39 4.29
57 4.93 4.86 4.63 57 4.49 4.46 4.35
58 5.04 4.95 4.69 58 4.57 4.54 4.41
59 5.14 5.05 4.76 59 4.66 4.62 4.48
60 5.26 5.15 4.82 60 4.75 4.70 4.54
61 5.38 5.26 4.89 61 4.84 4.79 4.61
62 5.51 5.37 4.95 62 4.94 4.88 4.68
63 5.65 5.49 5.01 63 5.05 4.98 4.74
64 5.80 5.62 5.08 64 5.17 5.09 4.81
65 5.96 5.75 5.14 65 5.29 5.20 4.88
66 6.13 5.89 5.20 66 5.42 5.32 4.95
67 6.32 6.03 5.25 67 5.56 5.44 5.02
68 6.51 6.18 5.31 68 5.71 5.57 5.09
69 6.72 6.33 5.36 69 5.88 5.71 5.16
70 6.94 6.49 5.41 70 6.05 5.85 5.22
71 7.18 6.65 5.46 71 6.24 6.01 5.29
72 7.44 6.82 5.50 72 6.44 6.17 5.35
73 7.71 6.98 5.54 73 6.66 6.34 5.40
74 7.99 7.15 5.57 74 6.90 6.51 5.45
75 8.30 7.33 5.60 75 7.16 6.69 5.50
76 8.63 7.50 5.63 76 7.44 6.88 5.54
77 8.98 7.67 5.65 77 7.75 7.07 5.58
78 9.35 7.84 5.67 78 8.07 7.26 5.61
79 9.76 8.01 5.69 79 8.42 7.46 5.64
80 10.18 8.18 5.70 80 8.80 7.66 5.66
81 10.64 8.33 5.72 81 9.20 7.85 5.68
82 11.12 8.49 5.73 82 9.64 8.04 5.70
83 11.64 8.64 5.73 83 10.12 8.22 5.71
84 12.20 8.77 5.74 84 10.63 8.40 5.72
85 12.77 8.90 5.74 85 11.19 8.57 5.73
</TABLE>
<TABLE>
<CAPTION>
ANNUITY PAYMENTS FOR JOINT LIFE, WITH GUARANTEED PERIODS
Monthly Payment Per $1000 of Adj. Contract Value*
Primary Contingent
Annuitant Annuitant Joint Life 10 Years 20 Years
Age Age Only Guaranteed Guaranteed
--- --- ---- ---------- ----------
<S> <C> <C> <C> <C> <C>
50 50 3.78 3.78 3.78
51 51 3.82 3.82 3.82
52 52 3.87 3.87 3.87
53 53 3.91 3.91 3.91
54 54 3.96 3.96 3.95
55 55 4.01 4.01 4.00
56 56 4.07 4.07 4.06
57 57 4.13 4.13 4.11
58 58 4.19 4.19 4.17
59 59 4.25 4.25 4.23
60 60 4.32 4.32 4.29
61 61 4.39 4.39 4.36
62 62 4.47 4.47 4.42
63 63 4.56 4.55 4.49
64 64 4.64 4.64 4.57
65 65 4.74 4.73 4.64
66 66 4.84 4.83 4.72
67 67 4.95 4.93 4.80
68 68 5.06 5.05 4.88
69 69 5.18 5.16 4.96
70 70 5.31 5.29 5.04
71 71 5.45 5.42 5.11
72 72 5.61 5.56 5.19
73 73 5.77 5.71 5.26
74 74 5.94 5.88 5.32
75 75 6.13 6.04 5.39
76 76 6.33 6.22 5.45
77 77 6.54 6.40 5.50
78 78 6.78 6.59 5.54
79 79 7.02 6.79 5.58
80 80 7.29 6.99 5.62
81 81 7.58 7.20 5.65
82 82 7.88 7.41 5.67
83 83 8.21 7.62 5.69
84 84 8.57 7.82 5.71
85 85 8.94 8.03 5.72
</TABLE>
*Payments continue at 100% of the chart value until the death of the last
surviving annuitant or until the end of the guaranteed period, if later.
Payment factors for ages and annuity forms provided by this contract, but not
shown above, are available upon request.
BMA FLEXIBLE PREMIUM ADJUSTABLE
A MEMBER OF THE GENERALI GROUP VARIABLE LIFE INSURANCE POLICY
NONPARTICIPATING
BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
BMA TOWER, P. O. BOX 412879
KANSAS CITY, MO 64141
CALL (800) 423-9398 ASSISTANCE OR QUESTIONS.
VL50 (2/98)
ARTICLES OF INCORPORATION
OF
BUSINESS MEN'S ASSURANCE
COMPANY OF AMERICA
ARTICLE I
The name of this Corporation is Business Men's Assurance Company of America.
ARTICLE II
The principal office of the Corporation shall be located in Kansas City,
Missouri.
ARTICLE III
The duration of the Corporation is 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 purpose 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 person, 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 for 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, reissue, 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 situated on any
real estate or leasehold.
H. To do any and all of the things hereinabove enumerated alone 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 Company is authorized
to issue is 27,000,000, divided into the following classes:
3,000,000 shares of Preferred Stock of the par value of $1.00
per share, which is hereinafter referred to as "Preferred
Stock," and
24,000,000 shares of Common Stock of the par value of $1.00
per share, which is hereinafter referred to as "Common Stock."
The designations, preferences and relative, participating, optional or other
special rights or each class of stock, and the qualifications, limitations or
restrictions of such preferences and/or rights are, or shall be determined, as
follows:
A. Provisions Applicable to Preferred Stock
1. Issuance of Shares
(a) Shares of Preferred Stock may be issued form time
to time in one or more series as provided herein.
Each such series shall be designated so as to
distinguish the shares thereof from the shares of all
other series, and shall have such voting powers,
full, special or limited, or no voting powers, and
such designations, preferences and relative,
participating, optional or other special rights and
qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the Articles of
Incorporation or any amendment thereto, or in the
resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors pursuant
to authority expressly vested in it by the provisions
of these Articles of Incorporation. The shares of
Preferred Stock of all series shall be of equal rank,
and all shares of any particular series of Preferred
Stock shall be identical, except that if the
dividends thereon are cumulative, the date or dates
from which they shall be cumulative may differ. The
terms of any series of Preferred Stock may vary from
the terms of any other series of Preferred Stock to
the full extent now or hereafter permitted by
Missouri law, and the terms of each series shall be
fixed, prior to the issuance thereof, in the manner
provided in subparagraph (b) of this paragraph 1.
Without limiting the generality of the foregoing,
shares of Preferred Stock of different series may,
subject to any applicable provisions of law, vary
with respect to the following terms:
(1) The distinctive designation of such
series and the number of shares of such series;
(2) The rate or rates at which shares of
such series shall be entitled to receive dividends,
the conditions upon, and the times of payment of such
dividends, the relationship and preference, if any,
of such dividends to dividends payable on any other
class or classes or any other series of stock, and
whether such dividends shall be cumulative or
non-cumulative, and if cumulative, the date or dates
from which such dividends shall be cumulative;
(3) The right, if any, to exchange or
convert the shares of such series into shares of any
other class or classes, or of any other series of the
same or any other class or classes of stock of the
Company, and if so convertible or exchangeable, the
conversion price or prices, or the rates of exchange,
and the adjustments, if any, at which such conversion
or exchange may be made;
(4) If shares of such series are subject to
redemption, the time or times and the price or prices
at which, and the terms and conditions on which, such
shares shall be redeemable;
(5) The preference of the shares of such
series as to both dividends and assets in the event
of any voluntary or involuntary liquidation or
dissolution, or winding up or distribution of assets
of the Company;
(6) The obligation, if any, of the Company
to purchase, redeem or retire shares of such series,
and/or maintain a fund for such purposes and the
amount or amounts to be payable from time to time for
such purposes or into such fund, the number of shares
to be purchased, redeemed or retired, and the other
terms and conditions of any such obligation;
(7) The voting rights, if any, full, special
or limited, to be given the shares of such series,
including without limiting the generality of the
foregoing, the right, if any, as a series or in
conjunction with other series or classes, to elect
one or more members of the Board of Directors either
generally or at certain specified times, or under
certain circumstances and restrictions, if any, on
particular corporate acts without a specified vote or
consent of holders of such shares (such as, among
others, restrictions on modifying the terms of such
series of Preferred Stock, authorizing or issuing
additional shares of Preferred Stock, or creating any
class of stock ranking prior to or on a parity with
the Preferred Stock as to dividends or assets); and
(8) Any other preferences and relative,
participating, optional or other special rights and
qualifications, limitations or restrictions thereof.
(b) Authority is hereby expressly granted to and
vested in the Board of Directors at any time, or from
time to time, to issue the Preferred Stock as
Preferred Stock of any series, and in connection with
the creation of each such series, so far as not
inconsistent with the provisions of this Article V
applicable to all series of Preferred Stock, to fix,
prior to the issuance thereof, by resolution or
resolutions providing for the issue of shares
thereof, the authorized number of shares of such
series, which number may be increased, unless
otherwise provided by the Board of Directors in
creating such series, or decreased, but not below the
number of shares thereof then outstanding, from time
to time by like action of the Board of Directors, the
voting powers of such series and the designations,
rights, preferences, and relative, participating,
option or other special rights, and the
qualifications, limitations or restrictions thereof,
of such series.
II. Provisions Applicable to Common Stock
1. Dividends. Subject to the provisions of law and the rights
of the Preferred Stock, and any other class or series of stock
having a preference as to dividends over the Common Stock then
outstanding, the holders of Common Stock shall be entitle to
receive dividends at such times and in such amounts as the
Board of Directors shall determine.
2. Liquidation Rights. In the event of any voluntary or
involuntary dissolution, liquidation or winding up of the
Company, the holders of Common Stock, after payment in full
to the holders of Preferred Stock, or after provision for
such payment shall have been made, all in accordance with
the terms governing such Preferred Stock, shall be entitled
to payment and distribution of the assets of the Company
ratably in accordance with the number of shares held by them
respectively.
III. General Provisions
1. Voting Rights. Except as may be provided pursuant to
paragraph 1 of section A. of this Article V, the holders of
outstanding stock, regardless of class, shall be entitled to
one vote for each share held on each matter submitted to a
vote at a meeting of stockholders.
2. Preemptive Rights. No holder of any of the shares of any
class or series of stock or of options, warrants or other
rights to purchase shares of any class or series of stock, or
of other securities of the Corporation shall have any
preemptive right to purchase or subscribe for any unissued
stock of any class or series, or any additional shares of any
class or series to be issued by reason of any increase in the
authorized Capital Stock of the corporation of any class or
series, or bonds, certificates of indebtedness, debentures or
other securities convertible into or exchangeable for stock of
the Corporation of any class or series, or carrying any right
to purchase stock of any class or series, but any such
unissued stock, additional authorized issue of shares of any
class or series of stock, or securities convertible into or
exchangeable for stock, or carrying any right to purchase
stock, may be issued and disposed of pursuant to resolution of
the Shareholders to such persons, firms, corporations or
associations, whether such holders or others, and upon such
terms as may be deemed advisable by the Shareholders in the
exercise of their sole discretion.
3. The relative powers, preferences and rights of each series
of Preferred Stock in relation to the powers, preferences and
rights of each other series of Preferred Stock shall, in each
case, be as fixed from time to time by the Board of Directors
in the resolution or resolutions adopted pursuant to authority
granted in subparagraph (b) of paragraph 1, section A. of this
Article V, and the consent, by class or series vote or
otherwise, of the holders of such of the series of Preferred
Stock as are from time to time outstanding shall not be
required for the issuance by the Board of Directors of any
other series of Preferred Stock whether or not the powers,
preferences and rights of such other series shall be fixed by
the Board of Directors as senior to, or on a parity with, the
powers, preferences and rights of such outstanding series, or
any of them; provided, however, that the Board of Directors
may provide in the resolution or resolutions as to any series
of Preferred Stock adopted pursuant to subparagraph (b) of
section A of this Article V that the consent of the holders of
a majority (or such greater proportion as shall be therein
fixed) of the outstanding shares of such series voting thereon
shall be required for the issuance of any or all other series
of Preferred Stock.
4. Subject to the provisions of paragraph 3 of this section C,
shares of any series of Preferred Stock may be issued from
time to time as the Board of Directors of the Corporation
shall determine, and on such terms and for such consideration
as shall be fixed by the Board of Directors.
5. Shares of Common Stock may be issued from time to time as
the Board of Directors of the Corporation shall determine, and
on such terms and for such consideration as shall be fixed by
the Board of Directors.
6. The authorized amount of shares of Common Stock and of
Preferred Stock may, without a class or series vote, be
increased or decreased from time to time by the affirmative
vote of the holders of a majority of the stock of the
Corporation entitled to vote thereon.
ARTICLE VI
The number of Directors to constitute the present Board of Directors of the
Corporation is fifteen. 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 may
be filled by vote of a majority of Directors at any annual or special meeting.
Directors need not be shareholders unless the Bylaws of the Corporation require
them to be shareholders.
ARTICLE VII
1. Except as may be otherwise specifically provided by statute or the Articles
of Incorporation or 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 of Incorporation or the laws of the State of Missouri.
2. The Bylaws of the Corporation may from time to time be altered, amended,
suspended or repealed, or new bylaws may be adopted, 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 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 the
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.
BYLAWS OF
BUSINESS MEN'S ASSURANCE
COMPANY OF AMERICA
ARTICLE I
SHAREHOLDERS
Section 1: Place of Meetings. All meetings of the shareholders shall be held at
the principal 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 meetings 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 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 on a date to be determined by the Board of
Directors.
Section 3: Special Meetings. Special meetings of the shareholders may be called
by the Chairman of the Board, the President, the Secretary, the Board of
Directors or the holders of, or any officer or shareholder upon the written
request of the holders of, not less than four-fifths (4/5ths) of the outstanding
shares entitled to vote at any such meeting, and shall be called by any 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: Consent of Shareholders in Lieu of Meeting. Any action required to be
taken on which may be taken at a meeting of the shareholders may be taken
without a meeting if consents in writing, setting forth the action so taken,
shall be signed by all the shareholders entitled to vote with respect to the
action so taken. The Secretary shall file such consents with the minutes of the
meetings of the shareholders.
Section 5: Notice. 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
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 6: Waiver of Notice. Whenever any notice is required to be given under
the provisions of these Bylaws, or the Articles of Incorporation or of any law,
a waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed the
equivalent to the giving of such notice.
To the extent provided by law, attendance of a shareholder at any meeting shall
constitute a waiver of notice of such meeting.
Section 7: Presiding Officials. Every meeting of the shareholders, for whatever
object, shall be convened by either the Chairman of the Board or the President,
or by the officer or person who called the meeting by notice as above provided.
Section 8: 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 end of the term for which they have been elected 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 9: 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 10: 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
(90) days after such adjournment, and no notice need be given of such
adjournment to shareholders not present at the meeting.
Section 11: 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, or in
such other transmitted form as may be acceptable to the Secretary, 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.
Section 12: 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
DIRECTORS
Section 1: Directors - Number. The number of directors which shall constitute
the whole Board of Directors of the Corporation shall not be less than nine (9)
nor greater than fifteen (15). The number of Directors within the minimum and
maximum limitations specified in the preceding sentence that shall constitute
the Board of Directors at any time shall be fixed from time to time by the Board
of Directors pursuant to a resolution adopted by a majority of the entire Board
of Directors. Directors need not be shareholders unless the Articles of
Incorporation at any time so provide.
Section 2: Directors - Age Qualifications. No person shall be eligible for
election as a Director after attaining age 75.
Section 3. 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 4: Regular Meetings - Notice. Regular meetings of the Board of Directors
may be held on such dates and at such places, either within or without the State
of Missouri shall from time to time be fixed by the Chairman of the Board of
Directors. Notice of such meetings shall be mailed or sent by facsimile to each
Director at least two days prior thereto. Notice of any such meetings of the
Board of Directors may be waived in writing or by facsimile before or after the
meeting, and attendance of a Director at a meeting shall be deemed a waiver of
notice, except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purposes
of, any regular meeting of the Board of Directors need be specified in the
notice or waiver of notice of a meeting. Any business may be transacted at a
regular meeting.
Section 5: Special Meetings. Special meetings of the Board may be called at
any time by the Chairman of the Board, the President or the Secretary, or by
any one or more of the Directors. The place may be within or without the State
of Missouri, as designated in the notice.
Written or printed notice of each special meeting of the Board, stating the
place, day and hour of the meeting and the purpose or purposes thereof, shall be
mailed to each Director at least three (3) days before the day on which the
meeting is to be held, or shall be sent to him by facsimile, or be delivered, at
least two (2) days before the day on which the meeting is to be held. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail with postage thereon, addressed to the Director at his residence or usual
place of business. If notice be given by facsimile, such notice shall be deemed
to be delivered when the facsimile confirmation of completion is received. The
notice may be given by any officer having authority to call the meeting or by
any Director.
"Notice" and "call" with respect to such meetings shall be deemed to
be synonymous.
Section 6: 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 is 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 7: 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 a 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 8: Consulting Directors. The Board of Directors may appoint to the
office of consulting director any person whose abilities and interest in the
Corporation, in the opinion of the Board, qualify him to render service to the
Board. Such consulting 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 a majority of
the Board for any purpose. Such consulting 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 consulting 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 9: 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 10: Investment Committee. The Board of Directors shall appoint an
Investment Committee which shall consist of not less than three members nor more
than eight members who may, but need not be, Directors of the Corporation, and
who shall serve until their successors are selected. The Investment Committee
shall establish the investment policies of the Corporation, and shall have
overall responsibility for the execution of the Corporation's investment
program. The Investment Committee shall have regular meetings at least once each
quarter, and two members of the Committee shall constitute a quorum at any
regular or special meeting of the Committee. Between meetings of the Committee,
any two members thereof may authorize the acquisition or disposition of any
investment by the Corporation.
Section 11. Other Committees. The Board of Directors may, from time to time,
appoint and fix the duties of such additional committees as they, in their
discretion, shall deem necessary or advisable for the 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 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 shareholders of the Corporation. 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
subsidiaries in any other capacity and receiving compensation therefor.
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, one or more Assistant Secretaries, and one or more
Assistant Treasurers. 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. Additionally, one or more appointed vice presidents, assistant
secretaries or assistant treasurers may be appointed from time to time by the
Chairman, the President or the Senior Vice President responsible for the
division to which such appointees are assigned.
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 furnishes any bond
required by the Board; but the Board may also require of such person his written
acceptance and promise to faithfully 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 by the Board, whichever first occurs. 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. Authority to Hire, Discharge and Designate Duties. The Chairman of
the Board, the President or other executive employees of the Corporation shall
have the authority to hire, discharge and fix and modify the duties, salary or
other compensation of employees of the Corporation under their jurisdiction, and
such officers or executive employees shall have similar authority with respect
to obtaining and retaining for the Corporation the services of attorneys,
accountants and other experts.
Section 5: Chairman of the Board. The Chairman of the Board shall be the chief
executive officer of the Corporation, with such general executive powers and
duties of supervision and management as are usually vested in the office of the
chief executive officer of a corporation, and he shall carry into effect all
directions and resolutions of the Board. The Chairman shall preside at all
meetings of the shareholders and Board of Directors, at which he may be present
and shall have such other duties, powers and authority as may be prescribed
elsewhere in these Bylaws. The Board of Directors may delegate such other
authority and assign such additional duties to the Chairman of the Board, other
than those conferred by law exclusively upon the President, as it may, from time
to time, determine.
Section 6: The President. The President shall perform such duties as may be
specifically delegated to him by the Board of Directors or the Chairman of the
Board, and as are conferred by law exclusively upon him. In the absence,
disability or inability to act of the Chairman of the Board, the President shall
perform the duties and exercise the powers of the Chairman of the Board.
Section 7: Vice President. 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 8: 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
the 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 9: The Treasurer and Assistant Treasurers. The Treasurer shall have the
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 moneys 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 condition 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 10: 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 AND 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 a 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 expense
(including attorneys' 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 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
indemnifications with respect to the same or different persons or classes of
persons.
Without limiting the foregoing, the Corporation is authorized to enter into an
agreement with any Director, officer or employee of the Corporation providing
indemnification for such person against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement that result from any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including any action by or in the right of the
Corporation, that arises by reason of the fact that such person 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, to the full
extent allowed by law, whether or not such indemnification would otherwise be
provided for in this Bylaw, except that no such agreement shall indemnify any
person from or on account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful misconduct.
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 Certificates. 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 Chairman of the Board of the President or a Vice President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
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 facsimile, 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 facsimile, 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 of the duties
thereof.
Section 3: Lost Certificates. In the 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 so to do.
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:
1. the determination of what part of the consideration received for
shares of the Corporation shall be stated capital;
2. increasing stated capital;
3. transferring surplus to stated capital;
4. the consideration to be received by the Corporation for its shares;
and
5. 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 provision 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 the 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 officers,
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.
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Giorgio Balzer, a Director of Business
Men's Assurance Company of America (the "Company"), a corporation duly organized
under the laws of the state of Missouri, do hereby appoint Robert T. Rakich and
Vernon W. Voorhees, each individually, as my attorney and agent, for me, an in
my name as a Director of the 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 a security under the
Securities Act of 1933, as amended, and 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 and seal this, 31st day of July, 1997.
WITNESS:
/S/David A. Gates /s/ Giorgio Balzer
- ----------------- ------------------
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Thomas Morton Bloch, a Director of
Business Men's Assurance Company of America (the "Company"), a corporation duly
organized under the laws of the state of Missouri, do hereby appoint Robert T.
Rakich and Vernon W. Voorhees, each individually, as my attorney and agent, for
me, and in my name as a Director of the 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 a security under
the Securities Act of 1933, as amended, and 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 and seal this, 8th day of August, 1997.
/s/Thomas Morton Bloch
-----------------------
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Gianguido Castagno, a Director of
Business Men's Assurance Company of America (the "Company"), a corporation duly
organized under the laws of the state of Missouri, do hereby appoint Robert T.
Rakich and Vernon W. Voorhees, each individually, as my attorney and agent, for
me, and in my name as a Director of the 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 a security under
the Securities Act of 1933, as amended, and 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 and seal this, 8th day of August, 1997.
WITNESS:
/S/ signature illegible /s/ Gianguido Castagno
- ----------------------- -----------------------
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, William Thomas Grant II, a Director of
Business Men's Assurance Company of America (the "Company"), a corporation duly
organized under the laws of the state of Missouri, do hereby appoint Robert T.
Rakich and Vernon W. Voorhees, each individually, as my attorney and agent, for
me, and in my name as a Director of the 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 a security under
the Securities Act of 1933, as amended, and 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 and seal this, 8th day of August, 1997.
/s/ William Thomas Grant II
-----------------------------
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Donald Joyce Hall, Jr., a Director of
Business Men's Assurance Company of America (the "Company"), a corporation duly
organized under the laws of the state of Missouri, do hereby appoint Robert T.
Rakich and Vernon W. Voorhees, each individually, as my attorney and agent, for
me, and in my name as a Director of the 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 a security under
the Securities Act of 1933, as amended, and 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 and seal this, 8th day of August, 1997.
/s/ Donald Joyce Hall, Jr.
--------------------------
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Allan Drue Jennings, a Director of
Business Men's Assurance Company of America (the "Company"), a corporation duly
organized under the laws of the state of Missouri, do hereby appoint Robert T.
Rakich and Vernon W. Voorhees, each individually, as my attorney and agent, for
me, and in my name as a Director of the 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 a security under
the Securities Act of 1933, as amended, and 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 and seal this, 8th day of August, 1997.
/s/ Allan Drue Jennings
-----------------------
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, David Woods Kemper, a Director of
Business Men's Assurance Company of America (the "Company"), a corporation duly
organized under the laws of the state of Missouri, do hereby appoint Robert T.
Rakich and Vernon W. Voorhees, each individually, as my attorney and agent, for
me, and in my name as a Director of the 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 a security under
the Securities Act of 1933, as amended, and 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 and seal this, 8th day of August, 1997.
WITNESS:
/s/ Nellie R. Cox /s/ David Woods Kemper
- ----------------- ----------------------
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Giorgio Liveris, a Director of Business
Men's Assurance Company of America (the "Company"), a corporation duly organized
under the laws of the state of Missouri, do hereby appoint Robert T. Rakich and
Vernon W. Voorhees, each individually, as my attorney and agent, for me, and in
my name as a Director of the 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 a security under the
Securities Act of 1933, as amended, and 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 and seal this, 8th day of August, 1997.
WITNESS:
/s/ Renzo Isler /s/ Giorgio Liveris
- --------------- -------------------
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, John Kessander Lundberg, a Director of
Business Men's Assurance Company of America (the "Company"), a corporation duly
organized under the laws of the state of Missouri, do hereby appoint Robert T.
Rakich and Vernon W. Voorhees, each individually, as my attorney and agent, for
me, and in my name as a Director of the 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 a security under
the Securities Act of 1933, as amended, and 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 and seal this, 22nd day of August, 1997.
WITNESS:
/s/ Dara Collins /s/ John Kessander Lundberg
- ---------------- ---------------------------
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, John Pierre Mascotte, a Director of
Business Men's Assurance Company of America (the "Company"), a corporation duly
organized under the laws of the state of Missouri, do hereby appoint Robert T.
Rakich and Vernon W. Voorhees, each individually, as my attorney and agent, for
me, and in my name as a Director of the 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 a security under
the Securities Act of 1933, as amended, and 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 and seal this, 11th day of August, 1997.
WITNESS:
/s/ Nancy Sims /s/ John Pierre Mascotte
- -------------- ------------------------
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Giovanni Perissinotto, a Director of
Business Men's Assurance Company of America (the "Company"), a corporation duly
organized under the laws of the state of Missouri, do hereby appoint Robert T.
Rakich and Vernon W. Voorhees, each individually, as my attorney and agent, for
me, and in my name as a Director of the 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 a security under
the Securities Act of 1933, as amended, and 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 and seal this, 8th day of August, 1997.
WITNESS:
/s/ Raffaela Crisciani /s/ Giovanni Perissinotto
- ---------------------- --------------------------
Witness Giovanni Perissinotto
Actuarial of Opinion and Consent
This opinion is furnished in connection with the registration of the individual
flexible premium variable universal life policy of the BMA Variable Life Account
A of Business Men's Assurance Company of America.
I am familiar with all of the policy provisions and the terms of the
Registration Statement. In my professional opinion:
1. The illustrations of policy values that appear in the prospectus are
consistent with the provisions of the policy, and are based on the
assumptions stated in the accompanying text.
2. The illustrations show values on both a current basis and a guaranteed
basis. The current basis uses the charges that are currently assessed by
the company. The guaranteed basis uses the maximum charges that could be
assessed at any future date during the lifetime of a policy.
3. The specific ages, sexes, Specified Amounts, and premium amounts used in
these illustrations are representative of the typical purchasers that BMA
expects will purchase the product, and have not been selected so as to make
the relationship between premiums and benefits look more favorable in these
specific instances than it would for prospective male or female purchasers
at other ages, Specified Amounts, or paying other premium amounts.
Generally, rate classes other than the one shown have higher cost of
insurance charges.
I hereby consent to the use of this opinion as an Exhibit to the registration,
and to the reference of my name as an "Expert" in the prospectus.
/S/ RANDALL E. MEYER
------------------------------
Randall E. Meyer, FSA, MAAA
Individual Actuarial Vice President
May 12, 1998
