SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
PURSUANT TO SECTION 8(B) OF THE
INVESTMENT COMPANY ACT OF 1940
BMA VARIABLE LIFE ACCOUNT A
______________________________________________________________________
(NAME OF UNIT INVESTMENT TRUST)
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number.
BMA Variable Life Account A ("Separate Account").
IRS Employer Identification Number: N/A
(b) Furnish title of each class or series of securities issued by the trust.
Flexible Premium Adjustable Variable Life Insurance Policy ("Policy").
2. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each depositor of
the trust.
Business Men's Assurance Company of America ("Company")
BMA Tower
700 Karnes Boulevard
Kansas City, MO 64108
800-423-9398
IRS Employer Identification Number: 44-0188050
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3. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each custodian or
trustee of the trust indicating for which class or series of securities each
custodian or trustee is acting.
Not Applicable
4. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the trust.
The Policy is not currently being distributed. When such distribution
commences, Jones and Babson, Inc. will be the "Principal Underwriter."
Jones & Babson, Inc.
BMA Tower
700 Karnes Boulevard
Kansas City, MO 64108
IRS Employer Identification Number: 44-0646133
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5. Furnish name of state or sovereign power, the laws of which govern with
respect to the organization of the trust.
Missouri
6. (a) Furnish the dates of execution and termination of any indenture or
agreement currently in effect under the terms of which the trust was organized
and issued or proposes to issue securities.
The Separate Account was established pursuant to a resolution of the Board
of Directors of the Company on September 9, 1996. The Separate Account will
continue in existence until its complete liquidation and the distribution of its
assets to the persons entitled to received them.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of payments on
securities issued or to be issued by the trust are held by the custodian or
trustee.
Not Applicable.
7. Furnish in chronological order the following information with respect
to each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.
The Separate Account has never been known by any other name.
8. State the date on which the fiscal year of the trust ends.
The fiscal year of the Separate Account ends on December 31.
9. MATERIAL LITIGATION. Furnish a description of any pending legal
proceedings, material with respect to the security holders of the trust by
reason of the nature of the claim or the amount thereof, to which the trust,
the depositor, or the principal underwriter is a party or of which the assets
of the trust are the subject, including the substance of the claims involved
in such proceeding and the title of the proceeding. Furnish a similar
statement with respect to any pending administrative proceeding commenced by a
governmental authority or any such proceeding or legal proceeding known to be
contemplated by a governmental authority. Include any proceeding which,
altogether immaterial itself, is representative of, or one of, a group which
in the aggregate is material.
There are no legal proceedings to which the Separate Account or the Principal
Underwriter is a party. The Company is engaged in various kinds of routine
litigation, which in its judgment are not of material importance in relation
to the total capital and surplus of the Company.
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
GENERAL INFORMATION CONCERNING THE SECURITIES OF THE TRUST AND THE RIGHTS OF
HOLDERS.
10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type;
The Policy which is to issued is of the registered type insofar as the Policy
is personal to the Owner, and the records concerning the Owner are maintained
by the Company.
(b) Whether the securities are of the cumulative or distributive type;
The Policy is of the cumulative type.
(c) The rights of security holders with respect to withdrawal or redemption;
The Owner may make withdrawals from the Policy for its Cash Surrender
Value.
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters;
The Owner may transfer a Policy's Account Value from one Sub-Account to
another Sub-Account.
(e) If the trust is the issuer of periodic payment plan certificates, the
substance of the provisions of any indenture or agreement with respect to
lapses or defaults by security holders in making principal payments, and with
respect to reinstatement;
Not Applicable
(f) The substance of the provisions of any indenture or agreement with respect
to voting rights, together with the names of any persons other than security
holders given the right to exercise voting rights pertaining to the trust's
securities or the underlying securities and the relationship of such persons
to the trust;
The underlying securities of the Separate Account are shares issued by:
Investors Mark Series Fund, Inc., Berger Institutional Products Trust and
Conseco Series Trust, together, the Funds.
The Company will vote the shares held in the Separate Account in
accordance with instructions received from persons having a voting interest in
the Separate Account. The Company will vote shares for which it has not
received instructions in the same proportion as it votes shares for which it
has received instructions. The Company will vote shares it owns in the same
proportion as it votes shares for which it has received instructions.
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust;
Notice must be given of any such proposed change.
(2) the terms and conditions of the securities issued by the trust;
Notice must be given of any such proposed change.
(3) the provisions of any indenture or agreement of the trust;
Notice must be given of any such proposed change.
(4) the identity of the depositor, trustee or custodian;
There is no provision requiring notice to or consent of Owners with
respect to any change in the identity of the Separate Account's depositor.
The Company's obligations under the Policy, however, cannot be transferred to
any other entity without notice to the Owner.
(h) Whether the consent of the security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust;
Consent of Owners is not required when substituting the underlying
securities of the Separate Account. However, to substitute such securities,
approval of the Securities and Exchange Commission is required in compliance
with Section 26(b) of the Investment Company Act of 1940. The Company may,
however, add additional Sub-Accounts without the consent of Owners. Except as
required by federal or state law or regulation, no action will be taken by the
Company which will adversely affect the rights of Owners without their
consent.
(2) the terms and conditions of the securities issued by the trust;
No change in the terms and conditions of the Policy can be made without
the consent of the Owners except as required by federal or state law or
regulation.
(3) the provisions of any indenture or agreement of the trust;
Not Applicable.
(4) the identity of the depositor, trustee or custodian;
There is no provision requiring notice to or consent of Owners with
respect to any change in the identity of the Separate Account's depositor. The
Company's obligations under the Policy, however, cannot be transferred to any
other entity without compliance with state insurance law, which may under some
circumstances, require the Owner's consent.
(i) Any other principal feature of the securities issued by the trust or any
other principal right, privilege or obligation not covered by subdivisions (a)
to (g) or by any other item in this form.
In return for the payment of premiums, the Policy provides insurance
coverage on the life of the insured.
The Policy provides for the right to borrow from the Company using the
Policy's Cash Value as collateral.
INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES.
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest.
The securities held in the Separate Account will be shares of Investors
Mark Series Fund, Inc., Berger Institutional Products Trust and Conseco Series
Trust, all of which are open-end, management investment companies of the
series type.
12. If the trust is the issuer of periodic payment plan certificates and
if any underlying securities were issued by another investment company,
furnish the following information for each such company:
(a) Name of company;
Investors Mark Series Fund, Inc., Berger Institutional Products Trust and
Conseco Series Trust
(b) Name and principal business address of depositor;
Not Applicable.
(c) Name and principal business address of trustee or custodian;
UMB Bank, N.A. and Investors Fiduciary Trust Company are the custodians for
Investors Mark Series Fund, Inc.
Their addresses are: 928 Grand Avenue, Kansas City, MO 64141 and 127 West 10th
Street, Kansas City, MO 64105, respectively.
Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City, MO 64105 is
the custodian for Berger Institutional Products Trust.
Bank of New York, 90 Washington Street, 22nd Floor, New York, NY 10826
is the custodian for Conseco Series Trust.
(d) Name and principal business address of principal underwriter;
Jones & Babson, Inc. acts as the principal underwriter for Investors Mark
Series Fund, Inc.
Berger Distributors, Inc., 210 University Boulevard, Suite 900, Denver, CO 80206
acts as the principal underwriter for Berger Institutional Products Trust.
Conseco Equity Sales, Inc., 11815 N. Pennsylvania Street, Carmel, Indiana 46032
is the principal underwriter for Conseco Series Trust.
(e) The period during which the securities of such company have been the
underlying securities.
No underlying securities have yet been acquired by the Separate Account.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES.
13. (a)Furnish the following information with respect to each load, fee,
expense or charge to which: (1) principal payments; (2) underlying securities;
(3) distributions; (4) cumulated or reinvested distributions or income; and
(5) redeemed or liquidated assets of the trust's securities are subject; (A)
the nature of such load, fee, expense, or charge; (B) the amount thereof; (C)
the name of the person to whom such amounts are paid and his relationship to
the trust; (D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
1. Principal Payments
PREMIUM CHARGE. For the first ten years, the Company deducts a charge equal,
on an annual basis, to 5.5% of all Premiums. For the eleventh year and after,
the charge is 4.0% of all Premiums. This compensates the Company for costs
incurred in selling the Policy and in issuing it, such as commissions, premium
tax, deferred acquisition costs and administrative costs.
MONTHLY RIDER CHARGE. The Company charges separately for any riders attached
to the Policy. The cost of riders for a Policy Month are deducted as part of
the Monthly Deduction on each Monthly Anniversary Day.
RISK CHARGE. The Company assesses a Risk Charge which is deducted as part of
the Monthly Deduction. The Risk Charge is as follows: for the first ten years,
the Company deducts a charge equal, on an annual basis, to .80% of the
Accumulation Value in the Separate Account. For the eleventh year and after,
the charge is .40%. This compensates the Company for some of the mortality
risks and administrative costs under the Policy.
COST OF INSURANCE CHARGE. Each month the Company deducts a charge for the
cost of insurance which provides the Death Benefit for the following month.
POLICY CHARGE. Every month on the anniversary of the Policy Date, BMA deducts
$25 for Policy Year 1 and currently $5 for Policy Years 2 and later (this
charge is not guaranteed and may be increased, but it will not exceed $10) as
a policy maintenance fee. Under some circumstances, this charge is waived.
This compensates the Company for some of the administrative costs incurred.
2. Underlying Securities
The Funds are charged management fees by their respective investment adviser
and incur operating expenses.
3. Distributions
Not Applicable.
4. Cumulated or reinvested distributions or income.
All investment income and other distributions are reinvested in Fund shares at
net asset value.
5. Redeemed or liquidated assets.
SURRENDER CHARGE. The surrender charge is taken out of the Account Value
surrendered during the first ten years which is not part of the Annual
Withdrawal Amount. The Surrender Charge depends upon your 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.
This compensates the Company for the expenses incurred in distributing the
Policy.
(b) For each installment payment type of periodic payment plan certificate of
the trust, furnish the following information with respect to sales load and
other deductions from principal payments.
(c) State the amount of total deductions as a percentage of the net amount
invested for each type of security issued by the trust. State each different
sales charge available as a percentage of the public offering price and as a
percentage of the net amount invested. List any special purchase plans or
methods established by rule or exemptive order that reflect scheduled
variations in, or elimination of, the sales load, and identify each class of
individuals or transactions to which such plans apply.
The sales load is assessed as a percentage of premiums paid and as a surrender
charge. The sales load 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 surrender charge varies by issue age, sex, rate class, policy duration
and specified amount.
The Company may reduce or eliminate the amount of the surrender charge
where the Policies are sold under circumstances which reduce its sales
expenses. In addition, the surrender charge may be reduced or eliminated
when a Policy is issued to an officer, director or employee of the Company
or any of its affiliates.
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at which
securities are offered for any class of transactions to any class or group of
individuals, including officers, directors, or employees of the depositor,
trustee, custodian or principal underwriter.
Not Applicable.
(e) Furnish a brief description of any loads, fees, expenses or charges not
covered in Item 13(a) which may be paid by security holders in connection with
the trust or its securities.
None.
(f) State whether the depositor, principal underwriter, custodian or trustee,
or any affiliated person of the foregoing may receive profits or other
benefits not included in answer to Item 13(a) or 13 (d) through the sale or
purchase of the trust's securities or interests in such securities, or
underlying securities or interests in underlying securities, and describe
fully the nature and extent of such profits or benefits.
None.
(g) State the percentage that the aggregate annual charges and deductions for
maintenance and other expenses of the trust bear to the dividend and interest
income from the trust property during the period covered by the financial
statements filed herewith.
Not Applicable
INFORMATION CONCERNING THE OPERATIONS OF THE TRUST.
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the substance
of the provisions of any indenture or agreement pertaining thereto.
A person desiring to purchase a Policy must complete an application on a form
provided by the Company. The Company will underwrite the Policy before it is
issued and, if the applicant meets the underwriting standards of the Company,
the Policy will be issued.
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds thereof,
and state the substance of the provisions of any indenture or agreement
pertaining thereto.
When a Policy is purchased, the Company will initially invest the premium in
the Money Market Portfolio. After 15 days from the Policy Date (or the
period required in the Owner's state plus five days), the Company will allocate
the Accumulation Value to the Investment Option(s) as requested in the
application.
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
The Company applies premiums to the purchase of Investment Option shares at
their net asset value. Redemption of Investment Option shares may be made
by the Company to permit the payment of benefits or amounts in connection with
requests for surrender or for other purposes contemplated by the Policy.
17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
Any surrender by an owner may be made by submitting an Authorized
Request to the Company at its service center office. Upon receipt of such
request, the Company will cancel accumulation units in the Policy and redeem
Investment Option shares in sufficient amount to meet any requests.
See Item 10.
(b) Furnish the names of any persons who may redeem or repurchase, or are
required to redeem or repurchase, the trust's securities or underlying
securities from security holders, and the substance of the provisions of any
indenture or agreement pertaining thereto.
The Company is required to honor surrender requests as described in Items
10(c) and 17(a). With respect to the Separate Account's underlying
securities, the Investment Options are required to redeem their shares at net
asset value and to make payment therefore within seven business days.
(c) Indicate whether repurchased or redeemed securities will be canceled or
may be resold.
When there is a total withdrawal from a Policy, it is canceled.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust and state
the substance of the provisions of any indenture or agreement pertaining
thereto.
All income and other distributable funds of the Separate Account are
reinvested in Investment Option shares and are added to the assets of the
Separate Account.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the provisions of
any indenture or agreement pertaining thereto.
Not Applicable.
(c) If any reserves or special funds are created out of income or principal,
state with respect to each such reserve or fund the purpose and ultimate
disposition thereof, and describe the manner of handling of same.
Not Applicable.
(d) Submit a schedule showing the periodic and special distributions which
have been made to security holders during the three years covered by the
financial statements filed herewith. State for each distribution the
aggregate amount and amount per share. If distributions from sources other
than current income have been made, identify each such other source and
indicate whether such distribution represents the return of principal payments
to security holders. If payments other than cash were made describe the
nature thereof, the account charged and the basis of determining the amount of
such charge.
No distributions have been made.
19. Describe the procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of information
to security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
The Company provides confirmations with respect to all premiums received, any
transfers between Investment Options, loan transactions, any surrenders,
exercise of the free-look privilege and payment of the death benefit under the
Policy. The Company also provides each Policy owner with an annual statement
which 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 all premiums paid and all charges deducted during the policy
year.
The Company has hired GENELCO, Incorporated, 9735 Landmark Parkway Drive, St.
Louis, Missouri, to perform certain administrative services regarding the
Policies.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement;
Not Applicable.
(b) The extension or termination of such indenture or agreement;
Not Applicable.
(c) The removal or resignation of the trustee or custodian, or the failure of
the trustee or custodian to perform its duties, obligations and functions;
Not Applicable.
(d) The appointment of a successor trustee and the procedure if a successor
trustee is not appointed;
The Separate Account has no trustees.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions;
There are no provisions relating to the removal or resignation of the
depositor or the failure of the depositor to perform its duties, obligations
and functions.
(f) The appointment of a successor depositor and the procedure if a successor
depositor is not appointed.
There are no provisions relating to the appointment of a successor
depositor or the procedure if a successor depositor is not appointed.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
Policy owners may borrow from the Company using the Policy as the sole
security.
(b) Furnish a brief description of any procedure or arrangement by which loans
are made available to security holders by the depositor, principal
underwriter, trustee or custodian, or any affiliated person of the foregoing.
The following items should be covered.
(1) the name of each person who makes such agreements or arrangements with
security holders;
The Company will make a loan to an Owner with the Policy as the sole
security.
(2) the rate of interest payable on such loans;
The interest rate for a Policy loan is approximately equal
to 6% per annum.
(3) the period for which loans may be made;
Loans can be made while the Policy is in force.
(4) costs or charges for default in repayment at maturity;
Not applicable.
(5) other material provisions of the agreements or arrangements;
A policy loan will result in accumulation units being transferred
from the Investment Options to the Loan Account. The Company will pay
interest on the Loan Account at an annual rate not less than 4.0%. An
outstanding loan reduces the amount of death benefits and Policy values.
(c) If such loans are made, furnish the aggregate amount of loans outstanding
at the end of the last fiscal year, the amount of interest collected during
the last fiscal year allocated to the depositor, principal underwriter,
trustee or custodian or affiliated person of the foregoing and the aggregate
amount of loans in default at the end of the last fiscal year covered by
financial statements filed herewith.
Not Applicable.
22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
There is no such provision or agreement.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust, including
the amount of coverage and the type of bond.
The Company maintains a Financial Institution Bond in the amount of $1.5
million and an Excess Bond in the amount of $1 million.
24. State the substance of any other material provisions of any indenture
or agreement concerning the trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian not
stated in Item 10 or Items 14 to 23 inclusive.
The Owner may assign the Policy. The Owner may change owners during the life
time of the Insured while the Policy is in force.
III. ORGANIZATION, PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
ORGANIZATION AND OPERATIONS OF DEPOSITOR.
25. State the form of organization of the depositor of the trust, the name
of the state or other sovereign power under the laws of which the depositor
was organized and the date of organization.
The Company was incorporated in Missouri in 1909 as a stock life insurance
company.
26. (a) Furnish the following information with respect to all fees
received by the depositor of the trust in connection with the exercise of any
functions or duties concerning securities of the trust during the period
covered by the financial statements filed herewith.
Not Applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying investment
company or any affiliated person or investment adviser of such company.
See Item 13(a).
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any capacity
with respect to any investment company or companies other than the trust,
state the name or names of such company or companies, their relationship, if
any, to the trust, and the nature of the depositor's activities therewith. If
the depositor has ceased to act in such named capacity, state the date of and
circumstances surrounding such cessation.
The Company conducts a life insurance business in the District of
Columbia, Puerto Rico and all states except New York. It acts as the
depositor of BMA Variable Life Account A and Investors Mark Series Fund, Inc.
The portfolios of Investors Mark Series Fund, Inc. represent some of the
Investment Options under the Policies.
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR.
28. (a) Furnish as at latest practicable date the following information
with respect to the depositor of the trust, with respect to each officer,
director, or partner of the depositor, and with respect to each natural person
directly or indirectly owning, controlling or holding with power to vote five
percent or more of the outstanding voting securities of the depositor.
See Item 29.
(b) Furnish a brief statement of the business experience during the last five
years of each officer, director or partner of the depositor.
The directors and executive officers of the Company are listed below:
<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
COMPANIES OWNING SECURITIES OF DEPOSITOR.
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or holds
with power to vote five percent or more of the outstanding voting securities
of the depositor.
The Company is a wholly owned subsidiary of Assicurazioni Generali S.p.A.,
Pirezione Centrale e Sede Legale: Piazza Duca degli Abruzzi, 2-34132 Trieste.
CONTROLLING PERSONS.
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42 who
directly or indirectly controls the depositor.
None.
COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR:
COMPENSATION OF OFFICERS OF DEPOSITOR.
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) Directly to each of the officers or partners of the depositor directly
receiving the three highest amounts of remuneration.
Not Applicable. As of the date hereof, the Separate Account had not yet
commenced operations.
(b) Directly to all officers or partners of the depositor as a group exclusive
of persons whose remuneration is included under Item 31(a), stating separately
the aggregate amount paid by the depositor itself and the aggregate amount
paid by all the subsidiaries.
Not Applicable. As of the date hereof, the Separate Account had not yet
commenced operations.
(c) Indirectly or through subsidiaries to each of the officers or partners of
the depositor.
Not Applicable. As of the date hereof, the Separate Account had not yet
commenced operations.
COMPENSATION OF DIRECTORS
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith:
(a) The aggregate direct remuneration to directors;
Not Applicable. See Item 31.
(b) Indirectly through subsidiaries to directors.
Not Applicable. See Item 31.
COMPENSATION TO EMPLOYEES.
33. (a) Furnish the following information with respect to the aggregate
amount of remuneration for services of all employees of the depositor
(exclusive of persons whose remuneration is reported in Items 31 and 32) who
received remuneration in excess of $10,000 during the last fiscal year covered
by financial statements filed herewith from the depositor and any of its
subsidiaries.
Not Applicable. See Item 31.
(b) Furnish the following information with respect to the remuneration for
services paid directly during the last fiscal year covered by financial
statements filed herewith to the following classes of persons (exclusive of
those person covered by Item 33(a)): (1) sales managers, branch managers,
district managers and other persons supervising the sale of registrant's
securities; (2) salesmen, sales agents, canvassers and other persons making
solicitations but not in a supervisory capacity; (3) administrative and
clerical employees; and (4) others (specify). If a person is employed in more
than one capacity, classify according to predominant type of work.
Not Applicable. See Item 31.
COMPENSATION TO OTHER PERSONS.
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32, and 33), whose aggregate
compensation in connection with services rendered with respect to the trust in
all capacities exceeded $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any of its
subsidiaries:
Not Applicable. See Item 31.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES.
35. Furnish the names of the States in which sales of the trust's
securities: (a) are currently being made, (b) are presently proposed to be
made, and (c) have been discontinued, indicating by appropriate letter the
status with respect to each State.
No sales of the Policy have been made or are currently being made. It is
presently proposed to sell the Policy in the states where the Company is
licensed to do business.
36. If sales of the trust's securities have at any time since January 1,
1936 been suspended for more than a month describe briefly the reasons for
such suspension.
Not Applicable.
37. (a) Furnish the following information with respect to each instance
where subsequent to January 1, 1937, any Federal or State governmental
officer, agency, or regulatory body denied authority to distribute securities
of the trust, excluding a denial which was merely a procedural step prior to
any determination by such officer, etc. and which denial was subsequently
rescinded: (1) name of officer, agency or body; (2) date of denial; (3) brief
statement of reason given for denial.
Not Applicable.
(b) Furnish the following information with regard to each instance where,
subsequent to January 1, 1937, the authority to distribute securities of the
trust has been revoked by any Federal or State governmental officer, agency
or regulatory body: (1) name of officer, agency or body; (2) date of
revocation; (3) brief statement of reason given for revocation.
Not Applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
The Policy issued by the Separate Account will be sold by licensed
insurance agents in those states where the Policy may be lawfully sold. Such
agents will be registered representatives of a broker-dealer registered under
the Securities Exchange Act of 1934 which is a member of the National
Association of Securities Dealers, Inc.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a statement as
to the inception and termination dates of the agreement, any renewal and
termination provisions, and any assignment provisions.
The Company intends to execute an agreement with the Principal
Underwriter whereby it will distribute the Policy by executing selling
agreements with other broker-dealers. The agreement will be effective on the
date executed and will remain effective until terminated by either party upon
sixty (60) days notice, and may not be assigned.
(c) State the substance of any current agreements or arrangements of each
principal underwriter with dealers, agents, salesmen, etc. with respect to
commissions and overriding commissions, territories, franchises,
qualifications and revocations. If the trust is the issuer of periodic
payment plan certificates, furnish schedules of commissions and the bases
thereof. In lieu of a statement concerning schedules of commissions, such
schedules of commissions may be filed as Exhibit A(3)(c).
See Exhibit A(3)(c).
INFORMATION CONCERNING PRINCIPAL UNDERWRITER.
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the State or other sovereign power under
the laws of which each underwriter was organized and the date of the
organization.
Jones & Babson, Inc. is a corporation organized under the laws of
Missouri on February 23, 1959.
(b) State whether any principal underwriter currently distributing securities
of the trust is a member of the National Association of Securities Dealers,
Inc.
Jones & Babson, Inc. is a member of the National Association of
Securities Dealers, Inc.
40. a) Furnish the following information with respect to all fees received
by each principal underwriter of the trust from the sale of securities of the
trust and any other functions in connection therewith exercised by such
underwriter in such capacity or otherwise during the period covered by the
financial statements filed herewith.
Not Applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment adviser
of such company: (1) the nature of such fee or participation; (2) the name of
the person making payment; (3) the nature of the services rendered in
consideration for such fee or participation; (4) the aggregate amount received
during the last fiscal year covered by the financial statements filed
herewith.
Not Applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other than the
distribution of securities of the trust. If a principal underwriter acts or
has acted in any capacity with respect to any investment company or companies
other than the trust, state the name or names of such company or companies,
their relationship, if any, to the trust and the nature of such activities.
If a principal underwriter has ceased to act in such named capacity, state the
date of and the circumstances surrounding such cessation.
Jones & Babson, Inc. also acts as the principal underwriter of variable
annuity contracts issued by the Company. Jones & Babson, Inc. also acts as the
principal underwriter for David L. Babson Growth Fund, Inc., D.L. Babson Money
Market Fund, Inc., D.L. Babson Tax-Free Income Fund, Inc., Babson Enterprise
Fund, Inc., Babson Enterprise Fund II, Inc., Babson ValueFund, Inc., Shadow
Stock Fund, Inc., D.L. Babson Bond Trust, Scout Stock Fund, Inc., Scout Bond
Fund, Inc., Scout Money Market Fund, Inc., Scout Tax-Free Money Market Fund,
Inc., Scout Regional Fund, Inc., Scout WorldWide Fund, Inc., Scout Balanced
Fund, Inc., Buffalo Balanced Fund, Inc., Buffalo Equity Fund, Inc., Buffalo High
Yield Fund, Inc., Buffalo USA Global Fund, Inc. and AFBA Five Star Fund, Inc.
(b) Furnish as at latest practicable date the address of each branch office of
each principal underwriter currently selling securities of the trust and
furnish the name and residence address of the person in charge of such office.
Not Applicable.
(c) Furnish the number of individual salesmen of each principal underwriter
through whom any of the securities of the trust were distributed for the last
fiscal year of the trust covered by the financial statements filed herewith
and furnish the aggregate amount of compensation received by such salesmen in
such year.
Not Applicable.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities of the
trust and with respect to each of the officers, directors, or partners of such
underwriter.
Not Applicable.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting transactions
for the trust in the portfolio securities of the trust.
None.
OFFERING PRICE OR ACQUISITION VALUATION OF SECURITIES OF THE TRUST.
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purposes of determining the offering price to
the public of securities issued by the trust or the valuation of shares or
interests in the underlying securities acquired by the holder of a periodic
payment plan certificate.
Accumulation Values allocated to the Separate Account are invested at net
asset value in the Investment Options in accordance with the selection made
by the owner.
Accumulation Values will fluctuate in accordance with investment results
of the Investment Options selected. In order to determine how these
fluctuations affect Accumulation Value, accumulation units are used. Every
business day the Company determines 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 referred to as the net
investment factor times the value of an Accumulation unit for the previous
business day. The net investment factor is a number that reflects the change
(up or down) in an underlying Investment Option share.
(b) Furnish a specimen schedule showing the components of the offering price
of the trust's securities as at the latest practicable date.
Not Applicable.
(c) If there is any variation in the offering price of the trust's securities
to any person or classes of persons other than underwriters, state the nature
and amount of such variation and indicate the person or classes of persons to
whom such offering is made.
Not Applicable.
45. Furnish the following information with respect to any suspension of
the redemption rights of securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith: (a) by whose
action redemption rights were suspended; (b) the number of days' notice given
to security holders prior to suspension of redemption rights; (c) reason for
suspension; (d) period during which suspension was in effect.
Not Applicable.
REDEMPTION VALUATION OF SECURITIES OF THE TRUST.
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities issued by the
trust:
(1) the source of quotations used to determine the value of portfolio
securities;
The Custodians for the underlying series Funds.
(2) whether opening, closing bid, asked or any other price is used;
Net asset value is used.
(3) whether price is as of the day of sale or as of any other time;
As of the next computed price.
(4) a brief description of the methods used by registrant for determining
other assets and liabilities including accrual for expenses and taxes
(including taxes on unrealized appreciation);
See item 13(a).
(5) other items which registrant deducts from the net asset value in
computing redemption value of its securities; and
See item 13(a).
(6) whether adjustments are made for fractions.
Not applicable.
(b) Furnish a specimen schedule showing the components of the redemption price
to the holders of the trust's securities as at the latest practicable date.
Not applicable.
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO SECURITY
HOLDERS.
47. Furnish a statement as to the procedure with respect to the
maintenance of a position in the underlying securities or interests in the
underlying securities, the extent and nature thereof and the person who
maintains such a position. Include a description of the procedure with
respect to the purchase of underlying securities or interest in the underlying
securities from security holders who exercise redemption or withdrawal rights
and the sale of such underlying securities and interests in the underlying
securities to other security holders. State whether the method of valuation
of such underlying securities or interests in the underlying securities
differs from that set forth in Items 44 and 46. If any item of expenditure
included in the determination of the valuation is not or may not actually be
incurred or expended, explain the nature of such item and who may benefit from
the transaction.
The Company will maintain a position in Investment Option shares by
purchasing Investment Option shares at net asset value in connection with
premiums allocated to the Separate Account in accordance with instructions
from the Owners and to redeem Investment Option shares at net asset value
for the purposes of making Policy obligations, or making adjustments in the
reserves held in the Separate Account. There are no procedures for the
purchase of underlying securities or interests therein from Owners who
exercise surrender rights in that Owners have no direct interest therein.
V. INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of
the trust:
(a) Name and principal business address;
None.
(b) Form of organization;
Not Applicable.
(c) State or other sovereign power under the laws of which the trustee or
custodian was organized;
Not Applicable.
(d) Name of governmental supervising or examining authority.
Not Applicable.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its securities,
and the aggregate amount thereof for the last fiscal year. Indicate the
person paying such fees or expenses. If any fees or expenses are prepaid,
state the unearned amount.
Not Applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement with
respect thereto.
Not Applicable.
VI. INFORMATION CONCERNING THE INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance holders of
securities:
(a) The name and address of the insurance company;
Business Men's Assurance Company of America
BMA Tower
700 Karnes Boulevard
Kansas City, MO 64108
(b) The types of policies and whether individual or group policies;
The Policy is a flexible premium adjustable variable life
insurance policy.
(c) The types of risks insured and excluded;
The Policy provides for a death benefit upon the death of the Insured. Under
some circumstances, a portion of the death benefit will be paid out if the
Insured is terminally ill. The death benefit is the only insurance benefit
offered.
(d) The coverage of the policies;
While the Policy remains in force, it provides for a death benefit on the life
of the Primary Insured.
(e) The beneficiaries of such policies and the uses to which the proceeds of
policies must be put;
The Owner designates one or more persons to be the beneficiaries of the
death benefit. There are no limitations on the use of the proceeds.
(f) The terms and manner of cancellation and of reinstatement;
The Policy will terminate if (1) the Owner makes a total surrender of the
Policy, (2) the grace period has ended, or (3) the Insured has died. The
Policy can be reinstated if the Owner did not make a total surrender and of
the Insured is still alive within five years after the end of the grace period.
To reinstate the Policy, the Insured must provide evidence of insurability and
either repay any outstanding loan and accrued interest or reinstate the loan
plus interest. The Owner must make a payment of all past due premiums.
(g) The method of determining the amount of premiums to be paid by holders of
securities;
See Item 13(a) for information on the types of charges and methods of
assessing them.
(h) The amount of aggregate premiums paid to the insurance company during the
last fiscal year;
Not Applicable.
(i) Whether any person other than the insurance company receives any part of
such premiums, the name of each such person and the amounts involved, and the
nature of the services rendered therefor;
The Company may from time to time, enter into reinsurance treaties with
other insurers whereby such insurers may agree to reimburse the Company for
mortality expenses.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
Not Applicable.
VII. POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the method of
selection by which particular portfolio securities must or may be eliminated
from assets of the trust or must or may be replaced by other portfolio
securities. If an investment adviser or other person is to be employed in
connection with such selection, elimination or substitution, state the name of
such person, the nature of any affiliation to the depositor, trustee or
custodian, any principal underwriter, and the amount of remuneration to be
received for such services. If any particular person is not designated in the
indenture or agreement, describe briefly the method of selection of such
person.
The Company will not substitute another security for the underlying
securities of the trust unless the Securities and Exchange Commission shall
have approved such substitution.
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the period covered
by the financial statements filed herewith.
Not Applicable.
(c) Describe the policy of the trust with respect to the substitution and
elimination of the underlying securities of the trust with respect to: (1) the
grounds for elimination and substitution; (2) the type of securities which may
be substituted for any underlying security; (3) whether the acquisition of
such substituted security or securities would constitute the concentration of
investment in a particular industry or group of industries or would conform to
a policy of concentration of investment in a particular industry or group of
industries; (4) whether such substituted securities may be the securities of
another investment company; and (5) the substance of the provisions of any
indenture or agreement which authorize or restrict the policy of the
registrant in this regard.
Not Applicable.
(d) Furnish a description of any policy (exclusive of policies covered by
paragraphs (a) and (b) herein) of the trust which is deemed a matter of
fundamental policy and which is elected to be treated as such.
None.
REGULATED INVESTMENT COMPANY.
53. (a) State the taxable status of the trust.
The Company is taxed as a life insurance company under the Internal
Revenue Code. Since the Separate Account is not a separate entity from the
Company and its operations form a part of the company, it will not be taxed
separately as a "regulated investment company" under the Subchapter M of the
Code.
(b) State whether the trust qualified for the last taxable year as a regulated
investment company as defined in Section 851 of the Internal Revenue Code of
1954, and state its present intention with respect to such qualifications
during the current taxable year.
Not Applicable.
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series of its
securities.
Not Applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest amount
of payments. The schedule shall cover a certificate of the type currently
being sold assuming that such certificate had been sold at a date
approximately 10 years prior to the date of registration or at the approximate
date of organization of the trust.
Not Applicable.
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements filed
herewith in respect of certificates sold during such period, the following
information for each fully paid type and each installment payment type of
periodic payment plan certificate currently being issued by the trust.
Not Applicable.
57. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements filed
herewith the following information for each installment payment type of
periodic payment plan certificate currently being issued by the trust.
Not Applicable.
58. If the trust is the issuer of periodic payment plan certificates,
furnish the following information for each installment payment type of
periodic payment plan certificate outstanding as at the latest practicable
date.
Not Applicable.
59. Financial statements:
Financial Statements of the Trust
The financial statements have not been filed for the Separate Account. It
has not yet commenced operations, has no assets or liabilities and has received
no income nor incurred any expense.
Financial Statements of the Depositor
The financial statements of the Company will be filed by amendment.
IX. EXHIBITS
A. (1) Resolution of Board of directors of the Company authorizing the
Separate Account.
(2) None.
(3) (a) Principal Underwriter's Agreement
(b) Agents Agreement (to be filed by amendment)
(c) Schedules of sales commissions referred to in Item 38(c) (to
be filed by amendment)
(4) None
(5) Flexible Premium Adjustable Variable Life Insurance Policy
(6) (a) Articles of Incorporation of the Company
(b) Bylaws of the Company
(7) Not Applicable
(8) Not Applicable
(9) None
(10) Form of application (to be filed by amendment)
B. Furnish copies of each of the following:
(1) Not Applicable
(2) Not Applicable
C. Not Applicable
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940 the
depositor of the Registrant has caused this registration statement to be duly
signed on behalf of the Registrant in the City of Kansas City and State
of Missouri on the 11th day of May, 1998.
[SEAL]
BMA VARIABLE LIFE ACCOUNT A
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)
INDEX TO EXHIBITS
EX-99.A.(1) Resolution of Board of Directors
EX-99.A.(3) Principal Underwriter's Agreement
EX-99.A.(5) Variable Life Insurance Policy
EX-99.A.(6)(a) Articles of Incorporation
EX-99.A.(6)(b) Bylaws
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.]
COST OF INSURANCE: See Cost of Insurance Rate provision.
</TABLE>
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]
POLICY RIDERS:
<TABLE>
<CAPTION>
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
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.
<TABLE>
<CAPTION>
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>
<S> <C> <C>
INSURED #1 INSURED #2
COVERED INSURED [JANE J DOE] [JOE J PARTNER]
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.
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>
<S> <C> <C>
INSURED #1 INSURED #2
COVERED INSURED [JANE J DOE] [JOE J PARTNER]
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' 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.
