BMA VARIABLE LIFE ACCOUNT A
485APOS, 1999-02-17
Previous: CWMBS INC SERIES 1998 7, 8-K, 1999-02-17
Next: CH ENERGY GROUP INC, 15-15D, 1999-02-17



                                                      Registration No. 333-52689
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                         
                       POST-EFFECTIVE AMENDMENT NO. 1     

                                       TO

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS

                            REGISTERED ON FORM N-8B-2


A.   BMA Variable Life Account A
     (Exact Name of Trust)

B.   Business Men's Assurance Company of America
     (Name of Depositor)

C.   BMA Tower, P.O. Box 412879
     Kansas City, MO 84141
     (Complete address of depositor's principal executive offices)

D.   Name and complete address of agent for service:

         David A. Gates
         Business Men's Assurance Company of America
         700 Karnes Blvd.
         Kansas City, Missouri 64108
         (800) 423-9398

     Copies to:

      Judith A. Hasenauer
      Blazzard, Grodd & Hasenauer, P.C.
      P.O. Box 5108
      Westport, CT 06881
      (203) 226-7866

E.   Flexible  Premium  Adjustable  Variable Life Insurance  Policies (Title and
     amount of securities being registered)

F.   Proposed maximum  aggregate  offering price to the public of the securities
     being registered:

     Continuous offering

G.   Amount of Filing Fee: Not Applicable

H. Approximate date of proposed public offering:
         As soon as practicable after the effective date of this filing.

   
It is proposed that this filing will become effective:

___  immediately upon filing pursuant to paragraph (b)  of Rule 485
___  on (date) pursuant to paragraph (b) of Rule 485
___  60 days after filing pursuant to paragraph (a)(1) of Rule 485
_X__ on May 1, 1999 pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following:

     ____This  post-effective  amendment  designates a new effective  date for a
previously filed post-effective amendment.    

- -------------------------------------------------------------------------------
                              EXPLANATORY NOTE
   
This  Registration  Statement  contains 43 portfolios of the various  underlying
investment  options.  Two versions  (Version A and Version B) of the  Prospectus
will be created from this Registration  Statement.  The only differences between
the two versions are the underlying  investment options and the illustrations of
policy values. One version will contain 17 portfolios  (Version A) and the other
version will contain 43 portfolios (Version B). The distribution system for each
version of the Prospectus will be different. There are Co-Principal Underwriters
of the  Policy;  each  of  whom  will  distribute  a  different  version  of the
Prospectus. The Prospectus contained in this Registration Statement contains two
sets of  illustrations  - one for Version A of the  Prospectus and the other for
Version B. The  Prospectuses  have been filed and will continue to be filed with
the  Commission  pursuant  to Rule 497 under  the  Securities  Act of 1933.  The
Registrant  undertakes to update this Explanatory  Note, as needed,  each time a
Post-Effective Amendment is filed.    
- ------------------------------------------------------------------------------

                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

N-8B-2 Item                Caption in Prospectus
- -----------                ---------------------
1                          The Variable Insurance Policy

2                          Other Information; The Company

3                          Not Applicable

4                          Other Information

5                          The Separate Account

6(a)                       Not Applicable
 (b)                       Not Applicable

7                          Not Applicable

8                          Not Applicable

9                          Legal Proceedings

10                         Purchases

11                         Investment Options

12                         Investment Options

13                         Expenses

14                         Purchases

15                         Purchases

16                         Investment Options

17                         Access to Your Money

18                         Access to Your Money

19                         Reports to Owners

20                         Not Applicable

21                         Access to Your Money

22                         Not Applicable

23                         Not Applicable

24                         Not Applicable

25                         The Company

26                         Expenses

27                         The Company

28                         The Company

29                         The Company

30                         The Company

31                         Not Applicable

32                         Not Applicable

33                         Not Applicable

34                         Not Applicable

35                         BMA; Other Information

36                         Not Applicable

37                         Not Applicable

38                         Other Information

39                         Other Information

40                         Not Applicable

41                         Not Applicable

42                         Not Applicable

43                         Not Applicable

44                         Purchases

45                         Other Information

46                         Access to Your Money

47                         Not Applicable

48                         Not Applicable

49                         Not Applicable

50                         Not Applicable

51                         The Company; Purchases

52                         Investment Options

53                         The Separate Account

54                         Not Applicable

55                         Not Applicable

56                         Not Applicable

57                         Not Applicable

58                         Not Applicable

59                         Financial Statements




           FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY
 
                                    ISSUED BY
 
                           BMA VARIABLE LIFE ACCOUNT A
 
                                       AND
 
                   BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
 
     This Prospectus  describes the Flexible  Premium  Adjustable  Variable Life
Insurance Policy (Policy) offered by Business Men's Assurance Company of America
(BMA).
 
     The Policy has been designed to be used to create or conserve one's estate,
retirement planning and other insurance needs of individuals and businesses.
    
     The Policy has 44  investment  choices--a  Fixed  Account and 43 Investment
Options listed below.

     When You buy a Policy,  to the  extent  You have  selected  the  Investment
Options,  You bear the complete  investment risk. Your  Accumulation  Value and,
under certain circumstances,  the Death Benefit under the Policy may increase or
decrease or the  duration  of the Policy may vary  depending  on the  investment
experience of the Investment Option(s) You select.

You  can put  Your  money  in the  Fixed  Account  and/or  any of the  following
Investment Options:    
 
INVESTORS MARK SERIES FUND, INC.
 
    MANAGED BY STANDISH, AYER & WOOD, INC.
 
    Intermediate Fixed Income
    Mid Cap Equity
    Money Market
 
    MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.
 
    Global Fixed Income
 
    MANAGED BY STEIN ROE & FARNHAM, INCORPORATED
 
    Small Cap Equity
    Large Cap Growth
 
    MANAGED BY DAVID L. BABSON & CO. INC.
 
    Large Cap Value
 
    MANAGED BY LORD, ABBETT & CO.
 
    Growth & Income
 
    MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.
 
    Balanced
 
BERGER INSTITUTIONAL PRODUCTS TRUST
 
    MANAGED BY BERGER ASSOCIATES
 
    Berger IPT--100
    Berger IPT--Growth and Income
    Berger IPT--Small Company Growth
<PAGE>
    MANAGED BY BBOI WORLDWIDE LLC
 
    Berger/BIAM IPT--International
 
CONSECO SERIES TRUST
 
    MANAGED BY CONSECO CAPITAL MANAGEMENT, INC.
 
    Asset Allocation
    Common Stock
    Corporate Bond
    Government Securities
 
THE ALGER AMERICAN FUND
 
    MANAGED BY FRED ALGER MANAGEMENT, INC.
 
    Alger American Growth
    Alger American Leveraged AllCap
    Alger American MidCap Growth
    Alger American Small Capitalization
 
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
 
    MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
 
    VP Income & Growth
    VP International
    VP Value
 
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
 
    MANAGED BY THE DREYFUS CORPORATION
 
DREYFUS STOCK INDEX FUND
 
    MANAGED BY THE DREYFUS CORPORATION
 
DREYFUS VARIABLE INVESTMENT FUND
 
    MANAGED BY THE DREYFUS CORPORATION
 
    Disciplined Stock
    International Value
 
FEDERATED INSURANCE SERIES
 
    MANAGED BY FEDERATED ADVISERS
 
    Federated High Income Bond II
    Federated International Equity II
    Federated Utility II
 
INVESCO VARIABLE INVESTMENT FUNDS, INC.
 
    MANAGED BY INVESCO FUNDS GROUP, INC.
 
    INVESCO VIF--High Yield
    INVESCO VIF--Industrial Income

LAZARD RETIREMENT SERIES, INC.
 
    MANAGED BY LAZARD ASSET MANAGEMENT
 
    Lazard Retirement Equity
    Lazard Retirement Small Cap
 
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
 
    MANAGED BY NEUBERGER & BERMAN MANAGEMENT INCORPORATED
 
    Limited Maturity Bond
    Partners
 
STRONG OPPORTUNITY FUND II, INC.
 
    MANAGED BY STRONG CAPITAL MANAGEMENT, INC.
 
    Opportunity Fund II
 
STRONG VARIABLE INSURANCE FUNDS, INC.
 
    MANAGED BY STRONG CAPITAL MANAGEMENT, INC.
 
    Growth Fund II
 
VAN ECK WORLDWIDE INSURANCE TRUST
 
    MANAGED BY VAN ECK ASSOCIATES CORPORATION
 
    Worldwide Bond
    Worldwide Emerging Markets
    Worldwide Hard Assets
    Worldwide Real Estate
    
     Please read this Prospectus before investing and keep it on file for future
reference.  It contains  important  information  about the BMA Flexible  Premium
Adjustable   Variable  Life  Insurance  Policy.   The  Securities  and  Exchange
Commission maintains a Web site  (http://www.sec.gov)  that contains information
regarding companies that file electronically with the Commission.
 
 

    The Policies:

    * are not bank deposits
    * are not federally insured
    * are not endorsed by any bank or government agency
    * are not guaranteed and may be subject to loss of principal

     The  Securities  and Exchange  Commission  has not approved or  disapproved
these  securities or determined if this prospectus is accurate or complete.  Any
representation to the contrary is a criminal offense.    


    
Date: May 1, 1999     
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
DEFINITIONS...............................................................    6
SUMMARY...................................................................    8
1.  THE VARIABLE LIFE INSURANCE POLICY....................................    8
2.  PURCHASES.............................................................    8
3.  INVESTMENT CHOICES....................................................    8
4.  EXPENSES..............................................................   10
5.  DEATH BENEFIT.........................................................   11
6.  TAXES.................................................................   11
7.  ACCESS TO YOUR MONEY..................................................   11
8.  OTHER INFORMATION.....................................................   11
9.  INQUIRIES.............................................................   12
PART I....................................................................   13
1.  THE VARIABLE LIFE INSURANCE POLICY....................................   13
2.  PURCHASES.............................................................   13
     Premiums.............................................................   13
     Waiver of Planned Premiums...........................................   14
     Application for a Policy.............................................   14
     Issue Ages...........................................................   14
     Application of Premiums..............................................   14
     Grace Period.........................................................   15
     Accumulation Unit Values.............................................   15
     Right to Refund......................................................   16
     Exchange of a Policy for a BMA Policy................................   16
3.  INVESTMENT CHOICES....................................................   16
     Transfers............................................................   19
     Dollar Cost Averaging................................................   20
     Asset Rebalancing Option.............................................   20
     Asset Allocation Option..............................................   21
     Substitution.........................................................   21
4.  EXPENSES..............................................................   21
     Premium Charge.......................................................   21
     Monthly Deduction....................................................   22
     Surrender Charge.....................................................   23
     Partial Surrender Fee................................................   24
     Waiver of Surrender Charges..........................................   24
     Reduction or Elimination of the Surrender Charge.....................   25
     Transfer Fee.........................................................   25
     Taxes................................................................   25
     Investment Option Expenses...........................................   25
5.  DEATH BENEFIT.........................................................   29
     Change in Death Benefit Option.......................................   30
     Change in Specified Amount...........................................   31
     Guaranteed Minimum Death Benefit.....................................   32
     Accelerated Death Benefit............................................   32
6.  TAXES.................................................................   33
     Life Insurance in General............................................   33
     Taking Money Out of Your Policy......................................   33
     Diversification......................................................   33
7.  ACCESS TO YOUR MONEY..................................................   34
     Loans................................................................   34
     Surrenders...........................................................   35
8.  OTHER INFORMATION.....................................................   35
     BMA..................................................................   35
     Year 2000............................................................   35
     The Separate Account.................................................   36
     Distributors.........................................................   36
     Administration.......................................................   36
     Suspension of Payments or Transfers..................................   36
     Ownership............................................................   37
PART II...................................................................   37
EXECUTIVE OFFICERS AND DIRECTORS OF BMA...................................   37
OFFICERS AND DIRECTORS OF JONES & BABSON, INC.............................   39
OFFICERS AND DIRECTORS OF CONSECO EQUITY SALES, INC.......................   40
VOTING....................................................................   40
LEGAL OPINIONS............................................................   41
REDUCTION OR ELIMINATION OF SURRENDER CHARGE..............................   41
NET AMOUNT AT RISK........................................................   41
MATURITY DATE.............................................................   41
MISSTATEMENT OF AGE OR SEX................................................   42
OUR RIGHT TO CONTEST......................................................   42
PAYMENT OPTIONS...........................................................   42
FEDERAL TAX STATUS........................................................   42
REPORTS TO OWNERS.........................................................   46
LEGAL PROCEEDINGS.........................................................   46
EXPERTS...................................................................   46
FINANCIAL STATEMENTS......................................................   46
APPENDIX A-Illustration of Policy Values..................................  A-1
APPENDIX B-Rates of Return ...............................................  B-1
</TABLE>

                                  DEFINITIONS
   
     ACCUMULATION  VALUE: The sum of Your Policy values in the Subaccounts,  the
Fixed Account and the Loan Account.
 
     ACCUMULATION  UNIT: A unit of measure used to calculate  Your  Accumulation
Value in the Subaccounts.
 
     AGE: Issue Age is age nearest birthday on the Policy Date.  Attained Age is
the Issue Age plus the number of completed Policy Years.
 
     AUTHORIZED  REQUEST:  A request,  in a form  satisfactory  to Us,  which is
received by the BMA Service Center.
 
     BENEFICIARY:  The  person  named in the  application  or at a later date to
receive the Death Proceeds of the Policy or any rider(s).
 
     BMA: Business Men's Assurance Company of America.
  
     BMA SERVICE CENTER:  The office  indicated in the Summary to which notices,
requests and Premiums must be sent.  All sums payable to Us under the Policy are
payable only at the BMA Service Center.
 
     BUSINESS  DAY:  Each  day  that the New  York  Stock  Exchange  is open for
business. The Separate Account will be valued each Business Day.
 
     CASH SURRENDER VALUE: The Accumulation  Value less the surrender charge, if
any,  that  applies  if  the  Policy  is   surrendered  in  full  and  less  any
Indebtedness.
  
     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:  The Death Proceeds equal the Death Benefit as of the date
of the Primary Insured's death, less any Indebtedness.
 
     FIXED ACCOUNT: A portion of the General Account into which You can allocate
Net  Premiums  or  transfer  Accumulation  Values.  It  does  not  share  in the
investment experience of any Subaccount of the Separate Account.
 
     GENERAL ACCOUNT:  Our general  investment account which contains all of Our
assets with the  exception of the Separate  Account and other  segregated  asset
accounts.
 
     GRACE PERIOD:  The 61 days that follow the date We mail a notice to You for
payment  if the Cash  Surrender  Value is not  sufficient  to cover the  Monthly
Deduction.
 
    INDEBTEDNESS:  Unpaid Policy loans plus unpaid Policy loan interest.
 
     INITIAL  SPECIFIED  AMOUNT:  The amount of coverage  selected by You at the
time of application and which will be used to determine the Death Benefit.
 
    INVESTMENT OPTION(S):  Those investment options available through the
Separate Account.
 
     LOAN ACCOUNT:  An account  established  within Our General  Account for any
amounts  transferred from the Fixed Account and the Separate Account as a result
of loans.  The Loan  Account is credited  with  interest and is not based on the
experience of any Separate Account.

     MATURITY  DATE: The date the  Accumulation  Value,  less any  Indebtedness,
becomes payable to You, if the Primary Insured is then living.
 
     MINIMUM SPECIFIED AMOUNT: The smallest Specified Amount the Policy may have
is the greater of  $50,000,  and the  Specified  Amount a $300  no-lapse  annual
premium, excluding amounts for riders and Special Rate Classes, will purchase.
 
     MONTHLY  ANNIVERSARY DAY: The same day of each month as the Policy Date for
each succeeding  month the Policy remains in force.  If the Monthly  Anniversary
falls on a day that is not a Business Day, any Policy transaction due as of that
day will be processed the first Business Day following such date.
 
     MONTHLY  DEDUCTION:  On the Policy Date and each  Monthly  Anniversary  Day
thereafter We deduct certain charges from Your Policy.
 
     NET PREMIUM:  We deduct a Premium  Charge from each Premium  paid.  The Net
Premium is the Premium paid less the Premium Charge.
 
     OWNER: The person entitled to all the ownership rights under the Policy. If
Joint Owners are named, all references to You or Owner shall mean Joint Owner.
 
     POLICY  ANNIVERSARY:  The same  month and day as the  Policy  Date for each
succeeding year the Policy remains in force.
 
     POLICY DATE: The date by which Policy months,  years and  anniversaries are
measured.
 
     POLICY MONTH: The one month period from the Policy Date to the same date of
the next month, or from one Monthly Anniversary Day to the next.
 
     POLICY  YEAR:  The one year period from the Policy Date to the first Policy
Anniversary or from one Policy Anniversary to the next.
 
     PREMIUM: A payment You make towards the Policy and that does not re-pay any
Indebtedness.
 
     PRIMARY INSURED: The person whose life is insured under the Policy.
 
     RATE CLASS:  This is anything  that would affect the level of Your Premium,
such as health status and tobacco use.
 
     REINSTATEMENT: To restore coverage after the Policy has terminated.
 
     SEPARATE  ACCOUNT:  A segregated asset account  maintained by Us in which a
portion of Our assets has been allocated for this and certain other policies.
 
     SPECIFIED  AMOUNT:  The Initial  Specified Amount plus each increase to the
Specified Amount and less each decrease to the Specified Amount.
 
     UNDERWRITING  PROCESS:  The underwriting  process begins the day We receive
Your  application  at the 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 the Policy.     

                                    SUMMARY
 
     The prospectus is divided into three sections: Summary, Part I and Part II.
The sections in this summary correspond to sections in Part I of this prospectus
which  discuss the topics in more  detail.  Even more  detailed  information  is
contained in Part II.
 
     1. THE VARIABLE LIFE INSURANCE  POLICY:  The variable life insurance policy
offered by BMA is a contract  between  You,  the Owner,  and BMA,  an  insurance
company.
 
     The Policy  provides for the payment of the Death Proceeds to Your selected
Beneficiary  upon the death of the Primary  Insured  which should be  excludable
from the gross  income of the  Beneficiary.  The Policy can be used to create or
conserve one's estate or to save for retirement. The Policy can also be used for
certain business purposes, such as keyman insurance.  The Primary Insured is the
person whose life is insured  under the Policy.  The Primary  Insured can be the
same person as the Owner but does not have to be.
 
     Under the Policy,  You may,  subject to certain  limitations,  make Premium
payments,  in  any  amount  and  at  any  frequency.   The  Policy  provides  an
Accumulation  Value,  surrender  rights,  loan  privileges  and  other  features
traditionally associated with life insurance.
 
     The Policy has a no-lapse  guarantee in the first five years  providing the
No-Lapse Monthly Minimum  Premiums are paid.  After this period,  the Policy can
lapse (terminate without value) when the Cash Surrender Value is insufficient to
cover the Monthly Deduction and a Grace Period of 61 days has expired without an
adequate payment being made.

   
     You should  consult Your Policy for further  understanding  of its term and
conditions and for any state-specific provisions and variances that may apply to
Your Policy.    
 
     2. PURCHASES:  You can buy the Policy by completing the proper forms.  Your
registered  representative  can help You.  The minimum  initial  Premium We will
accept will be computed  for You with respect to the  Specified  Amount You have
requested.  We will also compute the No-Lapse Monthly Minimum  Premium.  In some
circumstances  We may  contact  You for  additional  information  regarding  the
Primary  Insured and may require the Primary  Insured to provide Us with medical
records, physician's statement or a complete paramedical examination.
    
     The Policy is a flexible  premium policy and unlike  traditional  insurance
policies,  there is no fixed  schedule  for Premium  payments  after the initial
Premium.  Although  You may  establish a schedule of Premium  payments  (Planned
Premium),  if you  fail  to make  the  Planned  Premium  payments  it  will  not
necessarily  cause the  Policy  to lapse nor will  paying  the  Planned  Premium
guarantee  that a  Policy  will  remain  in force  until  maturity.  Under  most
circumstances  it is anticipated  that You will need to make additional  Premium
payments, after the initial Premium, to keep the Policy in force.    
 
     3.  INVESTMENT  CHOICES:  You can put Your money in the Fixed Account or in
any or all of these  Investment  Options which are described in the prospectuses
for the funds:
 
INVESTORS MARK SERIES FUND, INC.
 
    MANAGED BY STANDISH, AYER & WOOD, INC.
 
    Intermediate Fixed Income
    Mid Cap Equity
    Money Market
 
    MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.
 
    Global Fixed Income
 
    MANAGED BY STEIN ROE & FARNHAM, INCORPORATED
 
    Small Cap Equity
    Large Cap Growth
 
    MANAGED BY DAVID L. BABSON & CO. INC.
 
    Large Cap Value

    MANAGED BY LORD, ABBETT & CO.
 
    Growth & Income
 
    MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.
 
    Balanced
 
BERGER INSTITUTIONAL PRODUCTS TRUST
 
    MANAGED BY BERGER ASSOCIATES
 
    Berger IPT--100
    Berger IPT--Growth and Income
    Berger IPT--Small Company Growth
 
    MANAGED BY BBOI WORLDWIDE LLC
 
    Berger/BIAM IPT--International
 
CONSECO SERIES TRUST
 
    MANAGED BY CONSECO CAPITAL MANAGEMENT, INC.
 
    Asset Allocation
    Common Stock
    Corporate Bond
    Government Securities
 
THE ALGER AMERICAN FUND
 
    MANAGED BY FRED ALGER MANAGEMENT, INC.
 
    Alger American Growth
    Alger American Leveraged AllCap
    Alger American MidCap Growth
    Alger American Small Capitalization
 
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
 
    MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
 
    VP Income & Growth
    VP International
    VP Value
 
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
 
    MANAGED BY THE DREYFUS CORPORATION
 
DREYFUS STOCK INDEX FUND
 
    MANAGED BY THE DREYFUS CORPORATION
 
DREYFUS VARIABLE INVESTMENT FUND
 
    MANAGED BY THE DREYFUS CORPORATION
 
    Disciplined Stock
    International Value
 
FEDERATED INSURANCE SERIES
 
    MANAGED BY FEDERATED ADVISERS
 
    Federated High Income Bond II
    Federated International Equity II
    Federated Utility II
 
INVESCO VARIABLE INVESTMENT FUNDS, INC.
 
    MANAGED BY INVESCO FUNDS GROUP, INC.
 
    INVESCO VIF--High Yield
    INVESCO VIF--Industrial Income
 
LAZARD RETIREMENT SERIES, INC.
 
    MANAGED BY LAZARD ASSET MANAGEMENT
 
    Lazard Retirement Equity
    Lazard Retirement Small Cap
 
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
 
    MANAGED BY NEUBERGER & BERMAN MANAGEMENT INCORPORATED
 
    Limited Maturity Bond
    Partners

STRONG OPPORTUNITY FUND II, INC.
 
    MANAGED BY STRONG CAPITAL MANAGEMENT, INC.
 
    Opportunity Fund II
 
STRONG VARIABLE INSURANCE FUNDS, INC.
 
    MANAGED BY STRONG CAPITAL MANAGEMENT, INC.
 
    Growth Fund II
 
VAN ECK WORLDWIDE INSURANCE TRUST
 
    MANAGED BY VAN ECK ASSOCIATES CORPORATION
 
    Worldwide Bond
    Worldwide Emerging Markets
    Worldwide Hard Assets
    Worldwide Real Estate
 
    4.  EXPENSES:  The Policy has both insurance and investment features, and
there are costs related to each that reduce the return on Your investment.
 
    We deduct a Premium Charge from each Premium payment made. The Premium
Charge is as follows:
 
<TABLE>
<S>                    <C>
Policy Years 1-10:     5.5% of all Premiums.
 
Policy Years 11 and
  later:               4.0% of all Premiums.
</TABLE>
 
    We deduct a Policy Charge each month from the unloaned Accumulation Value of
the Policy. The Policy Charge is as follows:
 
<TABLE>
<S>                    <C>
Policy Year 1:         $25 each month
 
Policy Years 2 and
  later:               Currently, $5 each
                       month. This charge is
                       not guaranteed and
                       may be increased but
                       it will not exceed
                       $10.
</TABLE>
 
    We deduct a Risk Charge each month from the unloaned Accumulation Value of
the Policy. The Risk Charge is calculated as follows:
 
<TABLE>
<S>                    <C>
Policy Years 1-10:     Each month, .80%, on
                       an annual basis, of
                       the Accumulation
                       Value in the Separate
                       Account.
 
Policy Years 11 and
  later:               Each month, .40%, on
                       an annual basis, of
                       the Accumulation
                       Value in the Separate
                       Account.
</TABLE>
 
     Each month We will make a deduction from the unloaned Accumulation Value of
the Policy for the cost of insurance. This charge will depend upon the Specified
Amount,  Your Accumulation Value, and the sex, age and Rate Class of the Primary
Insured.  We may also charge for any riders attached to the Policy.  The maximum
deduction  that will be made for cost of  insurance  is 83.33333  per $1,000 net
amount at risk.  This is the rate at attained  age 98.  Therefore,  this is most
likely not the rate You will be charged.  Maximum rates vary by sex, tobacco use
and  attained  age and range from  0.08420 to 83.33333  per $1,000 net amount at
risk. See  "Expenses--Monthly  Deduction--Cost  of Insurance" in Part I for more
information.
 
     There are also daily  investment  charges  which apply to the average daily
value of the Investment Options.  These charges are deducted from the Investment
Options  and range on an annual  basis  from  .28% to  1.50%,  depending  on the
Investment Option.
    
     If You take out more than the Free  Partial  Surrender  Percentage,  We may
assess a surrender charge which depends upon Your Initial Specified Amount,  the
year of surrender,  issue Age, sex and Rate Class. The maximum  surrender charge
that will be deducted is $44.56 per $1,000 specified amount.  The maximum varies
by issue age,  sex and  tobacco  use and ranges from $5.40 to $44.56 per $1,000.
See "Expenses--Surrender  Charge" in Part I for more information.  The surrender
charge for total surrenders is level for the first four Policy Years then grades
down each month  beginning  in the fifth  Policy  Year and is zero at the end of
Policy Year ten. Your Policy is issued with a surrender  charge  schedule  which
shows the  surrender  charge at the end of the  Policy  Year.  The charge is not
affected by Special Rate Classes nor by the addition of riders.

     When You make a partial  surrender,  We assess a  pro-rata  portion  of the
surrender  charge.  In the event that You increase Your Specified  Amount, a new
surrender charge schedule will be imposed on the increased amount.    
    
     There is a partial  surrender fee of $25 assessed for any partial surrender
in addition to any surrender charge that may be assessed.  The partial surrender
fee is deducted  from the unloaned  Accumulation  Value of the Policy.  The Free
Partial Surrender Percentage is excluded from these charges.    
    
     Each  transfer  after  12 in  any  Policy  Year,  unless  the  transfer  is
pre-scheduled, will incur a transfer fee of $25.    

    
     5. DEATH BENEFIT: The amount of the Death Benefit depends on:

     * the Specified Amount of Your Policy,

     * the Death Benefit option in effect at the time of death, and

     * under some circumstances Your Policy's Accumulation Value.

There are two Death Benefit  options:  Level Death Benefit and Adjustable  Death
Benefit.  Under certain  circumstances You can change Death Benefit options. You
can also change the Specified Amount under certain circumstances.    
 
     The actual amount  payable to Your  Beneficiary is the Death Proceeds which
is equal to the Death Benefit less any Indebtedness.  At the time of application
for a Policy,  You designate a Beneficiary who is the person or persons who will
receive  the Death  Proceeds.  You can change Your  Beneficiary  unless You have
designated an irrevocable  Beneficiary.  The  Beneficiary  does not have to be a
natural person.
 
    All or part of the Death Proceeds may be paid in a lump sum or applied under
one of the Payment Options contained in the Policy.
 
     6. TAXES:  Your Policy has been  designed to comply with the  definition of
life  insurance in the Internal  Revenue Code. As a result,  the Death  Proceeds
paid  under  the  Policy  should  be  excludable  from the  gross  income of the
Beneficiary.  Your earnings in the Policy are not taxed until You take them out.
The tax  treatment of the loan  proceeds and  surrender  proceeds will depend on
whether the Policy is considered a Modified Endowment  Contract (MEC).  Proceeds
taken out of a MEC are considered to come from earnings first and are includible
in taxable  income.  If You are younger than 59 1/2 when You take money out of a
MEC,  You may also be  subject to a 10%  federal  tax  penalty  on the  earnings
withdrawn.
    
     7. ACCESS TO YOUR MONEY:  You can  terminate  the Policy at any time and We
will pay You the Cash  Surrender  Value.  After the first Policy  Year,  You may
surrender a part of the Cash Surrender Value subject to the  requirements of the
Policy. When You terminate Your Policy or make a partial surrender,  a surrender
charge  (or a  portion  thereof  in the  case  of a  partial  surrender)  may be
assessed.  Once each Policy Year, on a non-cumulative basis, You may make a free
partial surrender of up to 10% of Your unloaned Accumulation Value.
     
     You can also borrow some of Your Accumulation Value.
 
     8. OTHER INFORMATION:
 
     FREE LOOK.  You can cancel the Policy  within ten days after You receive it
(or  whatever  period is required in Your state) and We will refund all Premiums
paid less any Indebtedness. Upon completion of the Underwriting Process, We will
allocate the initial Net Premium to the Money Market  Portfolio for fifteen days
(or the Free Look period required in Your state plus five days).  After that, We
will invest Your Accumulation Value as You requested.
 
     WHO SHOULD PURCHASE THE POLICY?  The Policy is designed for individuals and
businesses  that  have a need  for  death  protection  but who  also  desire  to
potentially  increase the values in their  Policies  through  investment  in the
Investment Options.

     The Policy offers the following to individuals:
 
     - create or conserve one's estate
 
     - supplement retirement income
 
     - access to funds through loans and surrenders
 
     The Policy offers the following to businesses:
 
     - protection for the business in the event a key employee dies
 
     - provide debt protection for business loans
 
     - create a fund for employee benefits, buy outs and future business needs.
 
     If You currently own a variable  life  insurance  policy on the life of the
Primary  Insured,  You should  consider  whether  the  purchase of the Policy is
appropriate.
 
     Also, You should  carefully  consider  whether the Policy should be used to
replace an existing Policy on the life of an Insured.
 
    ADDITIONAL FEATURES
 
     - You  can  arrange  to  have  a  regular  amount  of  money  automatically
transferred  from the Money  Market  Portfolio  to the  Investment  Options each
month,  theoretically  giving You a lower average cost per unit over time than a
single one time purchase. We call this feature the Dollar Cost Averaging Option.
 
     - We will  automatically  readjust  Your money between  Investment  Options
periodically  to keep the  blend You  select.  We call  this  feature  the Asset
Rebalancing Option.
 
     - If the Primary Insured becomes  terminally ill, We will pay You a portion
of the Death Benefit. We call this feature the Accelerated Death Benefit Rider.
 
     - If You pay a certain required Premium,  We guarantee that the Policy will
not lapse even if Your Accumulation Value is not sufficient to cover the Monthly
Deductions. We call this feature the Guaranteed Minimum Death Benefit Rider.
 
     - If the  Primary  Insured  becomes  totally  disabled,  We will  waive the
Monthly  Deduction,  excluding the Risk Charge, or the Planned Premium.  This is
provided  by the  Waiver of  Monthly  Deductions  Rider or the Waiver of Planned
Premium Rider.
 
     - We also offer a number of additional riders that are common for universal
life policies.
 
     These features and riders may not be available in Your state and may not be
suitable for Your particular situation.
 
     9. INQUIRIES:  If You need more information  about buying a Policy,  please
contact Us at:
 
        BMA
        P.O. Box 412879
        Kansas City, Missouri 64141-2879
        1-888-262-8131
 
     If You need policy owner  service  (such as changes in policy  information,
inquiry into policy values, or to make a loan), please contact Us at our service
center:
 
        BMA
        P.O. Box 66793
        St. Louis, Missouri 63166-6793
        1-800-423-9398

                                     PART I
 
1.  THE VARIABLE LIFE INSURANCE POLICY
 
     The variable life  insurance  policy is a contract  between You, the Owner,
and BMA,  an  insurance  company.  The Policy can be used to create or  conserve
one's estate and retirement  planning for  individuals.  It can also be used for
certain business purposes.
 
     The Policy provides for life insurance  coverage on the Primary Insured and
has Accumulation Values, a Death Benefit,  surrender rights, loan privileges and
other characteristics  associated with traditional and universal life insurance.
However,  since the Policy is a variable life insurance policy, the Accumulation
Value,  to the extent  invested  in the  Investment  Options,  will  increase or
decrease depending upon the investment  experience of those Investment  Options.
The  duration  or  amount  of the  Death  Benefit  may  also  vary  based on the
investment  performance of the underlying  Investment Options. To the extent You
allocated Premium or Accumulation  Value to the Separate  Account,  You bear the
investment  risk. If the Cash Surrender Value is insufficient to pay the Monthly
Deductions, the Policy may terminate.
 
     Because the Policy is like  traditional  and universal life  insurance,  it
provides a Death Benefit which will be paid to Your named Beneficiary.  When the
Primary  Insured dies,  the Death  Proceeds are paid to Your  Beneficiary  which
should be  excludable  from the gross  income of the  Beneficiary.  The tax-free
Death Proceeds  makes this an excellent way to accumulate  money You don't think
you'll use in Your lifetime and is a tax-efficient  way to provide for those You
leave behind.  If You need access to Your money,  You can borrow from the Policy
or make a total or partial surrender.

     You should  consult Your Policy for further  understanding  of its term and
conditions and for any state-specific provisions and variances that may apply to
Your Policy.

2.  PURCHASES
 
PREMIUMS
 
     Premiums  are the  monies  You give Us to buy the  Policy.  The Policy is a
Flexible  Premium Policy which allows You to make Premium payments in any amount
and at any time, subject of course to making sufficient Premium payments to keep
the Policy in force.  Even  though the  Policy is  flexible,  when You apply for
coverage You can establish a schedule of Premium payments (Planned Premium). The
Planned Premium is selected by You. Thus they will differ from Policy to Policy.
You should consult Your Registered Representative about Your Planned Premium.
 
     We  guarantee  that the Policy  will stay in force for the first five years
after issue if total Premiums paid are at least as great as:
 
     1.   the cumulative five year No-Lapse Monthly Minimum Premium; plus
 
     2.   the total of all partial surrenders made; plus
 
     3.   indebtedness.
 
     We will establish a No-Lapse  Monthly Minimum Premium at the time you apply
for coverage which is the smallest level of Planned Premium.
 
     The Policy will remain in force if the Cash Surrender Value is greater than
zero regardless of how long it has been in force.
 
     Additional  Premiums may be paid at any time. However, We reserve the right
to limit the number and amount of additional Premiums. Under some circumstances,
We may  require  evidence  that the  Primary  Insured  is still  insurable.  All
Premiums are payable at the BMA Service Center.
 
WAIVER OF PLANNED PREMIUMS
 
     You can  elect to have a Waiver  of  Planned  Premium  Rider  added to Your
Policy.  The rider provides for the Planned  Premium to be waived by crediting a
Premium  equal to the monthly  waiver  benefit on each Monthly  Anniversary  Day
during  the  Primary  Insured's  total  disability  beginning  before age 60 and
continuing  6  months  or more.  Premiums  paid  during  the  first 6 months  of
disability  are refunded,  and  subsequent  Premiums are waived as long as total
disability continues.  The monthly waiver benefit to be credited as a Premium to
the Policy while benefits are payable under the rider is the Planned  Premium at
the time the disability begins.
 
     All Monthly Deductions will continue to be made.
 
     If at the end of any Policy  Month while  benefits are being paid under the
rider,  the  Cash  Surrender  Value  is not  sufficient  to  cover  the  Monthly
Deductions, the credit of the monthly waiver benefit will cease, and the Monthly
Deductions will be waived as long as total disability continues.
 
     You should  consult  the rider for the terms and  conditions.  The rider is
available as an alternative to the Waiver of Monthly Deductions.  You can select
either the Waiver of Monthly  Deduction  Rider or the Waiver of Planned  Premium
Rider but not both.
 
APPLICATION FOR A POLICY
 
     In order to purchase a Policy,  You must submit an  application  to Us that
requests  information about the proposed Primary Insured. In some cases, We will
ask for additional information.  We may request that the Primary Insured provide
Us with medical records, physician's statement or possibly require other medical
tests.
 
ISSUE AGES
 
     We currently  issue to Primary  Insureds whose ages are: 20-80 for Standard
rates and 20-70 for Preferred rates.
 
     We will  review  all the  information  We are  provided  about the  Primary
Insured and determine whether or not the Primary Insured meets Our standards for
issuing the Policy. This process is called underwriting.  If the Primary Insured
meets all of Our underwriting  requirements,  We will issue a Policy.  There are
several underwriting classes under which the Policy may be issued.
 
     The underwriting  period could be up to 60 days or longer from the time the
application is signed.  If We receive the initial Premium with the  application,
Your  Registered  Representative  will give you a  conditional  receipt.  If You
receive  a  conditional  receipt,  you  will  have  conditional  coverage.   The
conditional  receipt  provides  coverage  from the later  date of receipt of the
application,  the medical exam, if required, and the money being received at the
BMA  Service  Center.  It will  expire  60 days  from the  effective  date.  The
conditional  insurance  is  subject  to a  number  of  restrictions  and is only
applicable  if the  proposed  Primary  Insured  was an  acceptable  risk for the
insurance applied for.
 
APPLICATION OF PREMIUMS
 
     When You purchase a Policy and We receive money with Your  application,  We
will initially put Your money in Our General Account.  Your money will remain in
Our General  Account during the  Underwriting  Process.  Upon  completion of the
Underwriting  Process,  Your money will be moved to the Money  Market  Portfolio
where it will remain for 15 days (or the period required in Your state plus five
days).  After  the 15  days,  We will  allocate  Your  money  to the  Investment
Option(s) You requested in the application. All allocation directions must be in
whole percentages.  If You pay additional Premiums, We will allocate them in the
same way as Your first Premium unless You tell Us otherwise.

     If You change Your mind about owning a Policy,  You can cancel it within 10
days  after  receiving  it (or the period  required  in Your  state)  (Free Look
Period).  (If the Owner is a resident of California and is age 60 or older,  the
period is 30 days.) When You cancel the Policy within this time period,  We will
not assess a Surrender  Charge and will give You back Your Premium  payment less
any Indebtedness.
 
     When Your  application for the Policy is in good order, We will invest Your
first  Premium  in the Money  Market  Portfolio  within  two days  after We have
completed Our underwriting.  Subsequent Premiums will be allocated in accordance
with the selections in Your application.
    
     If as a result of Our underwriting review, We do not issue You a Policy, We
will return Your Premium, and interest, if any, required by Your state. If We do
issue a Policy,  on the Policy Date We will deduct the first  Monthly  Deduction
and credit  interest.  The maximum first Monthly  Deduction is 100% of the first
net Premium paid.  The maximum deduction that We will take from the Premium is
5.5% of the Premium paid.    
 
GRACE PERIOD
 
     Your  Policy  will stay in effect as long as Your Cash  Surrender  Value is
sufficient  to cover Monthly  Deductions.  If the Cash  Surrender  Value of Your
Policy is not enough to cover these deductions,  We will mail You a notice.  You
will  have 61 days  from the time the  notice  is  mailed  to You to send Us the
required  payment.  This is called the Grace  Period.  Because this Policy has a
five year  no-lapse  guarantee,  the Policy will not  terminate  if the No Lapse
Monthly Minimum Premiums are paid during this five year period.
 
ACCUMULATION UNIT VALUES
 
     The value of Your Policy that is invested in the Investment  Option(s) will
go up or down  depending  upon  the  investment  performance  of the  Investment
Option(s) You choose. In order to keep track of the value of Your Policy, We use
a unit of measure We call an Accumulation Unit. (An Accumulation Unit works like
a share of a mutual fund.)
 
     Every Business Day We determine the value of an Accumulation  Unit for each
of the  Investment  Options.  The  value of an  Accumulation  Unit for any given
Business Day is  determined by  multiplying a factor We call the net  investment
factor times the value of the Accumulation  Unit for the previous  Business Day.
We do this for each  Investment  Option.  The net investment  factor is a number
that reflects the change (up or down) in an underlying  Investment Option share.
Our  Business  Days are each day that the New York  Stock  Exchange  is open for
business.  Our  Business  Day closes  when the New York Stock  Exchange  closes,
usually 4:00 P.M. Eastern time.
 
     When You make a Premium  payment,  We credit Your Policy with  Accumulation
Units.  The number of Accumulation  Units credited is determined by dividing the
amount of Net  Premium  allocated  to an  Investment  Option by the value of the
Accumulation  Unit  for the  Investment  Option  for the  Business  Day when the
Premium payment is applied to Your Policy.
 
     We calculate the value of an Accumulation  Unit for each Investment  Option
after the New York Stock Exchange  closes each Business Day and then apply it to
Your Policy.
 
     When We assess the Monthly Deductions,  We do so by deducting  Accumulation
Units from Your Policy.  When You have selected more than one Investment  Option
and/or  the  Fixed  Account,  We  make  the  deductions  pro-rata  from  all the
Investment Options and the Fixed Account.
 
     When You make a surrender We determine the number of Accumulation  Units to
be deducted by dividing the amount of the surrender from an Investment Option by
the value of an  Accumulation  Unit for the  Investment  Option.  The  resulting
number of  Accumulation  Units is  deducted  from Your  Policy.  When You make a
transfer from one Investment  Option to another We treat the  transaction by its
component parts, i.e. a surrender and a purchase.
 
EXAMPLE:
 
     On Monday We receive a Premium  payment from You. You have told Us You want
$700 of this payment to go to the Large Cap Value  Portfolio.  When the New York
Stock  Exchange  closes  on that  Monday,  We  determine  that  the  value of an
Accumulation  Unit for the Large Cap Value  Portfolio is $12.70.  We then divide
$700 by $12.70 and credit  Your Policy on Monday  night with 55.12  Accumulation
Units for the Large Cap Value Portfolio.
 
RIGHT TO REFUND
    
     To receive the tax treatment  accorded life  insurance  under Federal laws,
insurance  under the Policy must  initially  qualify and  continue to qualify as
life insurance under the Internal Revenue Code. To maintain qualification to the
maximum  extent  permitted  by law, We reserve the right to return  Premiums you
have paid which We determine will cause any coverage under the Policy to fail to
qualify as life insurance under applicable tax law and any changes in applicable
tax  laws or will  cause it to  become  a  Modified  Endowment  Contract  (MEC).
Additionally,  We  reserve  the right to make  changes  in the Policy or to make
distributions  to the extent We  determine  necessary to continue to qualify the
Policy as life insurance and to comply with applicable laws. We will provide You
advance written notice of any change.    
 
     If  subsequent  Premium payments  will cause Your Policy to become a MEC We
will contact You prior to applying the Premium. If You elect to have the Premium
applied,  We require that You acknowledge in writing that You understand the tax
consequences  of a MEC before We will apply the  Premiums.  Section 6 contains a
discussion of certain tax considerations provisions including MECs.
 
EXCHANGE OF A POLICY FOR A BMA POLICY
 
     Under federal tax law a life insurance policy may be exchanged tax-free for
another life insurance policy.  However, a policy received in exchange for a MEC
will also be treated as a MEC.  Any  exchange  of a policy for a BMA Policy must
meet Our policy exchange rules in effect at that time.
 
3.  INVESTMENT CHOICES
 
     The Policy offers 44 investment  choices--a Fixed Account and 43 Investment
Options. Additional Investment Options may be available in the future.
 
     You  should  read  the   prospectuses  for  these  funds  carefully  before
investing. Copies of these prospectuses are attached to this prospectus. Certain
portfolios  contained in the fund  prospectuses  may not be available  with your
policy.
    
     Shares of the funds are offered in connection with certain variable annuity
contracts  and  variable  life  insurance  policies  of various  life  insurance
companies  which may or may not be affiliated with BMA.  Certain  portfolios are
also sold directly to qualified  plans.  The funds  believe that offering  their
shares in this manner will not be disadvantageous to you.    
    
     BMA may enter into certain arrangements under which it is reimbursed by the
Investment   Options'   advisers,   distributors   and/or   affiliates  for  the
administrative services which it provides to the portfolios.    

INVESTORS MARK SERIES FUND, INC.
 
     Investors Mark Series Fund, Inc. is managed by Investors Mark Advisors, LLC
(Adviser),  which is an affiliate of BMA.  Investors Mark Series Fund, Inc. is a
mutual fund with multiple  portfolios.  Each  Investment  option has a different
investment objective. The Adviser has engaged sub-advisers to provide investment
advice for the individual  Investment Option.  The following  Investment Options
are available under the Policy.
 
     STANDISH, AYER & WOOD, INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIOS:
 
     Intermediate Fixed Income Portfolio
 
     Mid Cap Equity Portfolio
 
     Money Market Portfolio
 
     STANDISH  INTERNATIONAL  MANAGEMENT COMPANY, L.P. IS THE SUB-ADVISER TO THE
FOLLOWING PORTFOLIO:
 
        Global Fixed Income Portfolio
 
     STEIN ROE &  FARNHAM,  INCORPORATED  IS THE  SUB-ADVISER  TO THE  FOLLOWING
PORTFOLIOS:
 
     Small Cap Equity Portfolio
 
     Large Cap Growth Portfolio
 
     DAVID L. BABSON & CO., INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO:
 
     Large Cap Value Portfolio
 
     LORD, ABBETT & CO. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO:
 
     Growth & Income Portfolio
 
     KORNITZER  CAPITAL  MANAGEMENT,  INC. IS THE  SUB-ADVISER  TO THE FOLLOWING
PORTFOLIO:
 
     Balanced Portfolio
 
BERGER INSTITUTIONAL PRODUCTS TRUST
 
     Berger  Institutional  Products  Trust  is  a  mutual  fund  with  multiple
portfolios. Berger Associates is the investment adviser to all portfolios except
the  Berger/BIAM  IPT--International  Fund. BBOI Worldwide LLC is the adviser to
the Berger/BIAM IPT--International Fund. BBOI Worldwide LLC has retained Bank of
Ireland Asset  Management  (U.S.)  Limited  ("BIAM").  The following  Investment
Options are available under the Policy:
 
       Berger IPT--100 Fund (long-term capital appreciation)
 
       Berger IPT--Growth and Income Fund
 
       Berger IPT--Small Company Growth Fund
 
       Berger/BIAM IPT--International Fund
 
CONSECO SERIES TRUST
 
     Conseco  Series Trust is a mutual fund with  multiple  portfolios.  Conseco
Capital  Management,  Inc.  is the  investment  adviser to the  portfolios.  The
following Investment Options are available under the Policy:
 
       Asset Allocation Portfolio
 
       Common Stock Portfolio
 
       Corporate Bond Portfolio
 
       Government Securities Portfolio
 
THE ALGER AMERICAN FUND
 
     The Alger  American  Fund is a mutual fund with multiple  portfolios.  Fred
Alger  Management,   Inc.  serves  as  the  investment  adviser.  The  following
Investment Options are available under the Policy:
 
       Alger American Growth Portfolio
 
       Alger American Leveraged AllCap Portfolio
 
       Alger American MidCap Growth Portfolio
 
       Alger American Small Capitalization Portfolio
 
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
 
     American Century Variable Portfolios,  Inc. is a series of funds managed by
American Century Investment  Management,  Inc. The following  Investment Options
are available under the Policy:
 
       VP Income & Growth
 
       VP International
 
       VP Value (long-term capital growth with income as a secondary objective)
 
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
 
     The  Dreyfus  Socially  Responsible  Growth  Fund,  Inc.  is managed by The
Dreyfus  Corporation.  Dreyfus has hired NCM Capital  Management  Group, Inc. to
serve as sub-investment  adviser and provide day-to-day management of the Fund's
investments.
 
DREYFUS STOCK INDEX FUND
 
     The Dreyfus Corporation serves as the Fund's manager. Dreyfus has hired its
affiliate,  Mellon Equity Associates,  to serve as the Fund's index fund manager
and provide day-to-day management of the Fund's investments.
 
DREYFUS VARIABLE INVESTMENT FUND
 
     The  Dreyfus  Variable  Investment  Fund is a  mutual  fund  with  multiple
portfolios.  The  Dreyfus  Corporation  serves as the  investment  adviser.  The
following Investment Options are available under the Policy:
 
       Disciplined Stock Portfolio (seeks to outperform the total return
       performance of the Standard &
         Poor's 500 Composite Stock Price Index)
 
       International Value Portfolio
 
FEDERATED INSURANCE SERIES
 
     Federated  Insurance  Series  is a mutual  fund with  multiple  portfolios.
Federated Advisers is the investment adviser.  The following  Investment Options
are available under the Policy:
 
       Federated High Income Bond Fund II
 
       Federated International Equity Fund II
 
       Federated Utility Fund II
 
INVESCO VARIABLE INVESTMENT FUNDS, INC.
 
     INVESCO  Variable  Investment  Funds,  Inc. is a mutual fund with  multiple
portfolios.  INVESCO Funds Group, Inc. is the investment adviser.  The following
Investment Options are available under the Policy:
 
       INVESCO VIF--High Yield Portfolio
 
       INVESCO VIF--Industrial Income Portfolio (seeks high current income with
       capital appreciation as a secondary goal)
 
LAZARD RETIREMENT SERIES, INC.
 
     Lazard Retirement Series,  Inc. is a mutual fund with multiple  portfolios.
Lazard  Asset  Management,  a  division  of  Lazard  Freres  & Co.  LLC,  is the
investment  manager for each  portfolio.  The following  Investment  Options are
available under the Policy:
 
       Lazard Retirement Equity Portfolio
 
       Lazard Retirement Small Cap Portfolio
 
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
 
     Each portfolio of Neuberger & Berman Advisers Management Trust invests in a
corresponding series of Advisers Managers Trust. All series of Advisers Managers
Trust are managed by Neuberger & Berman Management  Incorporated.  The following
Investment Options are available under the Policy:
 
       Limited Maturity Bond Portfolio
 
       Partners Portfolio (capital growth)
 
STRONG OPPORTUNITY FUND II, INC.
 
     Strong Opportunity Fund II, Inc. is a mutual fund managed by Strong Capital
Management, Inc. The following Investment Option is available under the Policy:
 
       Opportunity Fund II (capital growth)
 
STRONG VARIABLE INSURANCE FUNDS, INC.
 
     Strong  Variable  Insurance  Funds,  Inc.  is a mutual  fund with  multiple
series.  Strong Capital Management,  Inc. serves as the investment adviser.  The
following Investment Option is available under the Policy:
 
       Growth Fund II
 
VAN ECK WORLDWIDE INSURANCE TRUST
 
     Van Eck Worldwide Insurance Trust is a mutual fund with multiple portfolios
which are managed by Van Eck Associates  Corporation.  The following  Investment
Options are available under the Policy:
 
       Worldwide Bond Fund
 
       Worldwide Emerging Markets Fund
 
       Worldwide Hard Assets Fund
 
       Worldwide Real Estate Fund
 
TRANSFERS
    
     You can transfer money among the Fixed Account and the Investment  Options.
You can make 12 free  transfers  each Policy Year. You can make a transfer to or
from the Fixed Account and to or from any  Investment  Option.  If You make more
than 12 transfers in a year,  there is a transfer fee  deducted.  The fee is $25
per transfer. The following apply to any transfer:    
 
     1. The minimum  amount which You can transfer from the Fixed Account or any
Investment  Option is $250 or Your entire  interest in the Investment  Option or
the Fixed Account, if the remaining balance is less than $250.
 
     2. The maximum  amount which can be  transferred  from the Fixed Account is
limited to 25% of the Accumulation Value in the Fixed Account. Only one transfer
out of the Fixed  Account is allowed each Policy Year.  These  requirements  are
waived if the transfer is pursuant to a pre-scheduled transfer.
 
     3. The minimum amount which must remain in any  Investment  Option or Fixed
Account after a transfer is $250.
 
     4. A transfer  will be  effective as of the end of the Business Day when We
receive an Authorized Request at the BMA Service Center.
 
     5. Neither Us nor Our BMA Service  Center is liable for a transfer  made in
accordance with Your instructions.
 
     6. We reserve the right to restrict the number of transfers per year and to
restrict transfers from being made on consecutive Business Days.
 
     7. Your right to make transfers is subject to modification if We determine,
in Our sole opinion, that the exercise of the right by one or more Owners is, or
would be, to the  disadvantage of other Owners.  Restrictions  may be applied in
any manner reasonably designed to prevent any use of the transfer right which is
considered by Us to be to the disadvantage of other Owners. A modification could
be applied to  transfers  to or from one or more of the  Investment  Options and
could include but not be limited to:
 
     a.   a requirement of a minimum time period between each transfer;
 
     b.   not  accepting  transfer  requests of an agent acting under a power of
          attorney on behalf of more than one Owner; or
 
     c.   limiting the dollar amount that may be  transferred by an Owner at any
          one time.

Telephone Transfers
 
     You may elect to make transfers by telephone. To elect this option You must
do so in an  Authorized  Request.  If there  are  Joint  Owners,  unless  We are
instructed to the contrary, instructions will be accepted from either one of the
Joint Owners.  We will use  reasonable  procedures to confirm that  instructions
communicated  by telephone  are genuine.  If We do not, We may be liable for any
losses due to  unauthorized or fraudulent  instructions.  The BMA Service Center
tape records all telephone instructions.  Transfers do not change the allocation
instructions for future Premiums.
 
DOLLAR COST AVERAGING
 
     The Dollar Cost Averaging  Option allows You to  systematically  transfer a
set  amount  each  month  from the Money  Market  Portfolio  to any of the other
Investment Option(s).  By allocating amounts on a regular schedule as opposed to
allocating the total amount at one particular  time, You may be less susceptible
to the impact of market fluctuations.
 
     The minimum  amount which can be  transferred  each month is $250. You must
have an unloaned  Accumulation  Value of at least $5,000. The amount required to
complete Your program must be in the source  account in order to  participate in
dollar cost averaging.
 
     All dollar  cost  averaging  transfers  will be made on the 15th day of the
month  unless that day is not a Business  Day. If it is not,  then the  transfer
will be made  the next  Business  Day.  You  must  participate  in  dollar  cost
averaging for at least 6 months.
 
     If You participate in dollar cost averaging,  the transfers made under this
option are not taken into account in determining any transfer fee.
 
ASSET REBALANCING OPTION
 
     Once  Your  money has been  allocated  among the  Investment  Options,  the
performance of the  Accumulation  Value of each option may cause Your allocation
to shift. If the unloaned  Accumulation Value of Your Policy is at least $5,000,
You can direct Us to automatically  rebalance Your Policy each quarter to return
to Your  original  percentage  allocations  by selecting  Our asset  rebalancing
option.  The program  will  terminate  if You make any  transfer  outside of the
Investment  Options You have selected under the asset  rebalancing  option.  The
minimum  period to  participate  in this program is 6 months.  The transfer date
will be the 15th of the month  unless  that day is not a Business  Day. If it is
not,  then the transfer will be made the next Business Day. The Fixed Account is
not part of asset rebalancing.
 
     If You  participate  in the asset  rebalancing  option,  the transfers made
under the program are not taken into account in determining any transfer fee.
 
EXAMPLE:
 
     Assume that You want the  Accumulation  Value split between two  Investment
Options.  You want 40% to be in the Intermediate  Fixed Income Portfolio and 60%
to be in the Mid Cap  Equity  Portfolio.  Over  the next 2 1/2  months  the bond
market does very well while the stock market performs poorly.  At the end of the
first quarter,  the  Intermediate  Fixed Income  Portfolio now represents 50% of
Your holdings  because of its increase in value.  If You had chosen to have Your
holdings  rebalanced  quarterly,  on the first day of the next quarter, We would
sell some of Your units in the Intermediate  Fixed Income Portfolio to bring its
value  back to 40% and use the  money  to buy more  units in the Mid Cap  Equity
Portfolio to increase those holdings to 60%.
 
ASSET ALLOCATION OPTION
 
     We  recognize  the  value to  certain  Owners  of  having  available,  on a
continuous  basis,  advice for the allocation of Your money among the Investment
Options available under the Policy. Certain providers of these types of services
have  agreed  to  provide  such  services  to  Owners  in  accordance  with  Our
administrative rules regarding such programs.
 
     We have made no independent  investigation of these programs.  We have only
established that these programs are compatible with Our  administrative  systems
and rules.
 
     Even though We permit the use of approved asset  allocation  programs,  the
Policy was not designed for professional market timing  organizations.  Repeated
patterns  of  frequent  transfers  are  disruptive  to  the  operations  of  the
Investment Options,  and when We become aware of such disruptive  practices,  We
may modify the transfer provisions of the Policy.
 
     If You participate in an approved asset allocation  program,  the transfers
made under the program are not taken into  account in  determining  any transfer
fee.
 
SUBSTITUTION
 
     We may be required to  substitute  one of the  Investment  Options You have
selected with another  Investment Option. We would not do this without the prior
approval of the Securities and Exchange  Commission.  We will give You notice of
Our intent to do this.
 
4. EXPENSES
 
     There are charges and other expenses associated with the Policy that reduce
the return on Your investment in the Policy. The charges and expenses are:
 
PREMIUM CHARGE
    
     We deduct a Premium Charge ffrom each Premium payment You make. We consider
a portion of the Premium  Charge a sales load. The sales load portion is 3.5% of
Premiums  paid  during  the first ten  Policy  Years and 2.0% of  Premiums  paid
thereafter.  The portion of the Surrender Charge that does not recover issue and
underwriting  expenses  is  assessed  as a sales  load but only if the Policy is
surrendered  during  the  first  ten  Policy  Years.  The  Premium  Charge is as
follows:    
 
<TABLE>
<S>                                                     <C>
Policy Years 1-10:....................................  5.5% of all Premiums.
Policy Years 11 and thereafter:.......................  4.0% of all Premiums.
</TABLE>
 
     The  Premium  Charge is to cover some of Our costs  incurred in selling the
Policy and in issuing it, such as  commissions,  premium tax, DAC tax  (Deferred
Acquisition Costs) and administrative costs.

MONTHLY DEDUCTION
 
     The  initial  Monthly  Deduction  is made on the  Policy  Date but does not
include  a Risk  Charge.  On each  Monthly  Anniversary  Day We  make a  Monthly
Deduction from the Accumulation Value of Your Policy. The Monthly Deduction will
be taken on a pro-rata basis from the Investment  Options and the Fixed Account,
exclusive of the Loan Account. The Monthly Deduction equals:
 
        a. the Cost of Insurance for the Policy; plus
 
        b. the monthly rider charges, if any; plus
 
        c. the Risk Charge; plus
 
        d. the monthly Policy Charge
 
     COST OF  INSURANCE.  This  charge  compensates  Us for  insurance  coverage
provided for the month.  The cost of insurance  charge for a Policy month equals
the appropriate current cost of insurance rate per $1,000, including any special
Rate Classes,  times the net amount at risk. The net amount at risk is different
for the Level Death Benefit Option and the Adjustable Death Benefit Option. Part
II contains a more detailed description of the net amount at risk.
    
     The monthly cost of insurance  rate,  per $1,000 of net amount at risk,  is
based on:

     * the Specified Amount, 

     * issue age of the Primary Insured,

     * sex of the Primary Insured,

     * Rate Class of the Primary Insured and 

     * the Policy Year. 

The maximum  monthly cost of insurance  rate ranges from 0.08420 to 83.33333 per
$1,000. The table below shows the largest maximum monthly cost of insurance rate
for all of the ages in the range.  The  maximum  rate for most ages in the range
will be smaller.    
 
               MAXIMUM MONTHLY COST OF INSURANCE RATES PER $1,000
 
<TABLE>
<CAPTION>
                                          Male                     Female
                                ------------------------  ------------------------
Attained Age                    Non- Tobacco   Tobacco    Non- Tobacco   Tobacco
- ------------------------------  ------------  ----------  ------------  ----------
<S>                             <C>           <C>         <C>           <C>
20-29.........................      0.14010      0.19437      0.10005      0.12341
30-39.........................      0.17850      0.30049      0.16097      0.22778
40-49.........................      0.37912      0.73630      0.32558      0.50808
50-59.........................      0.96089      1.79681      0.66576      0.99290
60-69.........................      2.65338      4.29327      1.63207      2.19463
70-80.........................      8.16248     10.74533      5.59571      6.58858
81-99.........................     83.33333     83.33333     83.33333     83.33333
</TABLE>
 

   
     Generally,  We use a cost of  insurance  rate that is less than the maximum
rate.  The table below  compares the maximum cost of insurance  rate to the rate
that is currently  being used (current  rate) during the first Policy Year.  The
rates  below are based on the  preferred  non-tobacco  Rate Class and a $150,000
Specified Amount.    
 
                   MONTHLY COST OF INSURANCE RATE COMPARISON
 
<TABLE>
<CAPTION>
                                                                        COST OF INSURANCE RATE
                                                                        ----------------------
SEX                                                         ISSUE AGE    CURRENT     MAXIMUM
- ---------------------------------------------------------     -----     ---------  -----------
<S>                                                        <C>          <C>        <C>
Male.....................................................          45     0.26313     0.27708
Female...................................................          50     0.31223     0.34983
Male.....................................................          55     0.47878     0.65401
</TABLE>
    
     We  will  determine  the  monthly  cost of  insurance  rates  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
Your Policy. Any change in the cost of insurance rates will apply to all Primary
Insureds of the same Age, sex, Rate Class and Policy Year. The cost of insurance
rates are greater for insureds in special Rate Classes.    
 
     MONTHLY RIDER CHARGES.  We charge separately for any riders attached to the
Policy.  We  deduct  the cost of the  riders  for a Policy  Month as part of the
Monthly Deduction on each Monthly Anniversary Day.
 
     RISK  CHARGE.  We assess a Risk  Charge  which is  deducted  as part of the
Monthly Deduction. The Risk Charge is calculated as follows:
 
<TABLE>
<S>                                   <C>
Per Policy Month for Policy
  Years 1-10:.......................  .80%, on an annual basis, of the
                                      Accumulation Value in the Separate
                                      Account.
 
Per Policy Month for Policy
  Years 11 and later:...............  .40%, on an annual basis, of the
                                      Accumulation Value in the Separate
                                      Account.
</TABLE>
 
     The Risk Charge  compensates Us for some of the mortality  risks We assume,
and the  risk  that  We will  experience  costs  above  that  for  which  We are
compensated.  It also  compensates  Us for some of the  administrative  costs in
administering the Policy. We expect to profit from the charge.
 
     POLICY  CHARGE.  We assess a Policy  Charge which is deducted  each Monthly
Anniversary Day. The Policy Charge is:
 
<TABLE>
<S>                                   <C>
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.
</TABLE>
 
     The Policy Charge  compensates Us for some of the  administrative  costs of
the Policy and the Separate Account.
 
     WAIVER OF  MONTHLY  DEDUCTION.  You can  elect to have a Waiver of  Monthly
Deduction  Rider  added to Your  Policy.  This rider  provides  for all  Monthly
Deductions, excluding the Risk Charge, to be waived during the Primary Insured's
total  disability  beginning  before age 60 and continuing 6 months or more. Any
Monthly  Deductions,  excluding the Risk Charge,  made during the first 6 months
will  be  credited  back  to  the  Accumulation  Value  and  subsequent  Monthly
Deductions,  excluding the Risk Charge,  are waived as long as total  disability
continues.
 
     You should  consult  the rider for the terms and  conditions.  The rider is
available as an  alternative to the Waiver of Planned  Premiums.  You can select
either the Waiver of Monthly  Deduction  Rider or the Waiver of Planned  Premium
Rider but not both.  The rider is not available if the Policy is issued with the
Guaranteed Minimum Death Benefit.
 
SURRENDER CHARGE
    
     If the Policy is surrendered  before the 10th Policy  Anniversary or within
10 years  following the effective  date of any increase in Specified  Amount,  a
Surrender  Charge may be deducted.  The amount of the Surrender  Charge  depends
upon:

     * Your Specified Amount, 

     * the year of surrender, 

     * issue Age of the Primary Insured, 

     * sex of the Primary Insured, and 

     * Rate Class of the Primary Insured. 

The Surrender  Charge specific to Your Policy is shown on Your Policy  Schedule.
The maximum  Surrender  Charge that will be assessed ranges from $5.40 to $44.56
per $1,000 of  Specified  Amount.  The table below  shows the maximum  Surrender
Charge per $1,000 for all of the ages in the range. The maximum Surrender Charge
for some ages in the range will be smaller.    
 
                  MAXIMUM INITIAL SURRENDER CHARGES PER $1,000
 
<TABLE>
<CAPTION>
                                          Male                     Female
                                ------------------------  ------------------------
Issue Age                       Non- Tobacco   Tobacco    Non- Tobacco   Tobacco
- ------------------------------  ------------  ----------  ------------  ----------
<S>                             <C>           <C>         <C>           <C>
20-29.........................   $  8.10      $  9.18      $  7.20      $  8.10
30-39.........................     12.43        14.78        10.92        12.43
40-49.........................     19.32        23.87        16.28        18.91
50-59.........................     29.52        35.07        23.52        28.11
60-69.........................     41.64        44.56        32.49        38.00
70-80.........................     49.94        42.29        35.97        39.41
</TABLE>
 
     The charge is not  affected by special  Rate Classes nor by the addition of
riders.  After the  fourth  Policy  Year,  or after  four  years  following  the
effective date of an increase, the Surrender Charge between Policy Years will be
pro-rated monthly.  When there is a partial surrender of Cash Surrender Value, a
pro-rata  portion of the  Surrender  Charge is assessed  for any amount that the
Specified Amount is reduced.  The pro-rata Surrender Charge is calculated in the
same manner as for a requested decrease.
 
     The Surrender Charge and the pro-rata  Surrender Charge  compensates Us for
the costs  associated  with  selling  the Policy and for issue and  underwriting
expenses.
 
PARTIAL SURRENDER FEE
 
     When there is a partial  surrender of the Cash Surrender Value, in addition
to any Surrender Charge that may be assessed, We will charge a Partial Surrender
Fee of $25. This charge  compensates Us for administrative  expenses  associated
with a surrender.

   
     The  Surrender  Charge and  Partial  Surrender  Fee are  deducted  from the
unloaned Accumulation Value of the Policy. The Partial Surrender Fee is deducted
pro-rata from the Investment  Option(s)  and/or the Fixed Account from which the
withdrawal is made.    
 
WAIVER OF SURRENDER CHARGES
 
     After the first Policy  Anniversary,  the Surrender Charge may be waived in
the following circumstances:
    
     FREE PARTIAL SURRENDER  AMOUNT.  Once each Policy Year, on a non-cumulative
basis,  You  may  make  a free  partial  surrender  up to  10%  of the  unloaned
Accumulation  Value without the  imposition of the Partial  Surrender Fee or the
Surrender  Charge.  If you  totally  surrender  the  Policy  later  for its Cash
Surrender  Value,  then the  pro-rata  Surrender  Charges for each free  partial
surrender will be assessed at the time of surrender.    
 
     CONFINEMENT. The Surrender Charge will not apply if:
   
     (1) You are confined in a long term care facility,  skilled or intermediate
nursing facility or hospital;

     (2) You have been so confined for at least 90 consecutive days;

     (3) a physician  certifies that confinement is required because of sickness
or injury; and

     (4) You were not so confined on the Policy Date.

     Proof of confinement will be required in a form satisfactory to Us.    
    
     TOTAL DISABILITY. The Surrender Charge will not apply if:

     (1)  You are totally disabled;

     (2)  You have been so disabled for at least 90 days;

     (3)  a physician certifies that You are totally disabled; and

     (4)  You were not so disabled on the Policy Date.

     Proof of disability will be required in a form satisfactory to Us.    
    
     INVOLUNTARY UNEMPLOYMENT. The Surrender Charge will not apply if:

     (1) You were employed on a "full time" basis (working at least 17 hours per
week) on the Policy Date;

     (2) Your employment was terminated by Your employer;

     (3) You remain unemployed for at least 90 days; and

     (4) You certify in writing at the time You make Your surrender request that
You are still unemployed.    
    
     DIVORCE. The Surrender Charge will not apply if:

     (1) You were married on the Policy Date;

     (2) subsequent to the Policy Date a divorce proceeding is filed; and

     (3) You certify in writing at the time You make Your surrender request that
You are now divorced.</R.
 
     We will not assess  pro-rata  Surrender  Charges for earlier  free  partial
withdrawals if You make a total surrender due to confinement,  total disability,
involuntary unemployment or divorce.
 
     Not all options may be available in all states.
 
REDUCTION OR ELIMINATION OF THE SURRENDER CHARGE
 
     We may reduce or  eliminate  the amount of the  Surrender  Charge  when the
Policy is sold under circumstances which reduce its sales expense. Some examples
are: if there is a large group of individuals that will be purchasing the Policy
or a  prospective  purchaser  already  had a  relationship  with Us. We will not
deduct a  Surrender  Charge  under a Policy  issued to an  officer,  director or
employee of BMA or any of its affiliates.
 
TRANSFER FEE
 
     You can make 12 free transfers  every Policy Year. If You make more than 12
transfers  a year,  We will  deduct a  transfer  fee of $25.  If We do  assess a
transfer fee, it will be deducted from the amount transferred.
 
     If the  transfer is part of the Dollar  Cost  Averaging  Option,  the Asset
Rebalancing  Option or Asset Allocation Option, it will not count in determining
the transfer fee.
 
TAXES
 
     We may assess a charge against the Policy for any taxes attributable to the
Separate Account. We do not expect to incur any such taxes.
 
INVESTMENT OPTION EXPENSES
 
     There  are  deductions  from and  expenses  paid out of the  assets  of the
various   Investment   Options,   which  are  summarized  below.  See  the  fund
prospectuses for more information.

                           INVESTMENT OPTION EXPENSES
 
     (as a percentage of the average daily net assets of an Investment Option)
 
<TABLE>
<CAPTION>
                                                                                                       TOTAL ANNUAL
                                                                                      OTHER EXPENSES     PORTFOLIO
                                                                                          (AFTER      EXPENSES (AFTER
                                                                                      REIMBURSEMENT    REIMBURSEMENT
                                                             MANAGEMENT      12b-1     FOR CERTAIN      FOR CERTAIN
                                                                FEES         FEES      PORTFOLIOS)      PORTFOLIOS)
                                                            -------------  ---------  --------------  ---------------
<S>                                                         <C>            <C>        <C>             <C>
INVESTORS MARK SERIES FUND, INC.(1)
  Intermediate Fixed Income Portfolio.....................         .60%       --              .20%            .80%
  Mid Cap Equity Portfolio................................         .80%       --              .10%            .90%
  Money Market Portfolio..................................         .40%       --              .10%            .50%
  Global Fixed Income Portfolio...........................         .75%       --              .25%           1.00%
  Small Cap Equity Portfolio..............................         .95%       --              .10%           1.05%
  Large Cap Growth Portfolio..............................         .80%       --              .10%            .90%
  Large Cap Value Portfolio...............................         .80%       --              .10%            .90%
  Growth & Income Portfolio...............................         .80%       --              .10%            .90%
  Balanced Portfolio......................................         .80%       --              .10%            .90%
 
BERGER INSTITUTIONAL PRODUCTS TRUST(2)
  Berger IPT--100 Fund....................................         .00%       --             1.00%           1.00%
  Berger IPT--Growth and Income Fund......................         .00%       --             1.00%           1.00%
  Berger IPT--Small Company Growth Fund...................         .00%       --             1.15%           1.15%
  Berger/BIAM IPT--International Fund.....................         .00%       --             1.20%           1.20%
 
CONSECO SERIES TRUST(3)
  Asset Allocation Portfolio(4)...........................         .55%       --              .20%            .75%
  Common Stock Portfolio(4)...............................         .60%       --              .20%            .80%
  Corporate Bond Portfolio................................         .50%       --              .20%            .70%
  Government Securities Portfolio.........................         .50%       --              .20%            .70%
 
THE ALGER AMERICAN FUND
  Alger American Growth Portfolio.........................         .75%       --              .04%            .79%
  Alger American Leveraged AllCap Portfolio(5)............         .85%       --              .15%           1.00%
  Alger American MidCap Growth Portfolio..................         .80%       --              .04%            .84%
  Alger American Small Capitalization Portfolio...........         .85%       --              .04%            .89%
 
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
  VP International........................................        1.50%       --              .00%           1.50%
  VP Value................................................        1.00%       --              .00%           1.00%
  VP Income & Growth......................................         .70%       --              .00%            .70%
 
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.........         .75%       --              .07%            .82%
 
DREYFUS STOCK INDEX FUND..................................         .25%       --              .03%            .28%
 
DREYFUS VARIABLE INVESTMENT FUND
  Disciplined Stock Portfolio.............................         .75%       --              .27%           1.02%
  International Value Portfolio...........................        1.00%       --              .42%           1.42%
</TABLE>
 

<TABLE>
<CAPTION>
                                                                                                       TOTAL ANNUAL
                                                                                      OTHER EXPENSES     PORTFOLIO
                                                                                          (AFTER      EXPENSES (AFTER
                                                                                      REIMBURSEMENT    REIMBURSEMENT
                                                             MANAGEMENT      12b-1     FOR CERTAIN      FOR CERTAIN
                                                                FEES         FEES      PORTFOLIOS)      PORTFOLIOS)
                                                            -------------  ---------  --------------  ---------------
<S>                                                         <C>            <C>        <C>             <C>
FEDERATED INSURANCE SERIES
  Federated High Income Bond Fund II(6)...................         .51%       --              .29%            .80%
  Federated International Equity Fund II(6)...............         .00%       --             1.25%           1.25%
  Federated Utility Fund II(6)............................         .48%       --              .37%            .85%
 
INVESCO VARIABLE INVESTMENT FUNDS, INC.
  INVESCO VIF--High Yield Portfolio(7)....................         .60%       --              .27%            .87%
  INVESCO VIF--Industrial Income Portfolio(7).............         .75%       --              .20%            .95%
 
LAZARD RETIREMENT SERIES, INC.
  Lazard Retirement Equity Portfolio(8)...................         .75%         .25%          .50%           1.50%
  Lazard Retirement Small Cap Portfolio(8)................         .75%         .25%          .50%           1.50%
 
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST(9)
  Limited Maturity Bond Portfolio.........................         .65%       --              .12%            .77%
  Partners Portfolio......................................         .80%       --              .06%            .86%
 
STRONG OPPORTUNITY FUND II, INC.
  Opportunity Fund II.....................................        1.00%       --              .15%           1.15%
 
STRONG VARIABLE INSURANCE FUNDS, INC.
  Growth Fund II(10)......................................        1.00%       --              .20%           1.20%
 
VAN ECK WORLDWIDE INSURANCE TRUST(11)
  Worldwide Bond Fund.....................................        1.00%       --              .12%           1.12%
  Worldwide Emerging Markets Fund.........................        1.00%       --            (.20)%            .80%
  Worldwide Hard Assets Fund..............................        1.00%       --              .17%           1.17%
  Worldwide Real Estate Fund..............................         .00%       --             1.00%           1.00%
</TABLE>
 
- - ------------------------
 
     1.  Investors  Mark  Advisors,  LLC has  voluntarily  agreed  to  reimburse
expenses of each  Portfolio  of Investors  Mark Series Fund,  Inc. for the first
year of  operations  so that the annual  expenses  do not exceed the amounts set
forth above under "Total Annual Portfolio  Expenses" for each Portfolio.  Absent
such expense reimbursement, the Total Annual Portfolio Expenses are estimated to
be:  1.15% for the Money  Market  Portfolio;  2.04% for the  Intermediate  Fixed
Income Portfolio; 2.04% for the Global Fixed Income Portfolio; 1.10% for the Mid
Cap Growth  Portfolio;  1.10% for the Balanced  and Growth & Income  Portfolios;
1.25% for the Small Cap Equity Portfolio; and 1.02% for the Large Cap Growth and
Large Cap Value Portfolios.
 
     2. The Funds'  investment  advisers have voluntarily  agreed to waive their
advisory fee and have voluntarily  reimbursed the Funds for additional  expenses
to the extent that normal operating  expenses in any fiscal year,  including the
investment advisory fee but excluding brokerage commissions, interest, taxes and
extraordinary  expenses,  of each of the  Berger  IPT--100  Fund and the  Berger
IPT--Growth and Income Fund exceed 1.00%, and the normal  operating  expenses in
any fiscal year of the Berger IPT-- Small Company Growth Fund exceed 1.15%,  and
the normal operating expenses of the Berger/BIAM  IPT--International Fund exceed
1.20% of the respective  Fund's  average daily net assets.  Absent the voluntary
waiver and  reimbursement,  the  Management  Fee for the Berger  IPT--100  Fund,
Berger  IPT--Growth and Income Fund, the Berger  IPT--Small  Company Growth Fund
and the Berger/BIAM IPT--  International  Fund would have been .75%, .75%, .90%,
and .90% respectively, their Other Expenses would have been: 8.43%, 8.87%, 4.91%
and 2.93%,  respectively,  and their Total Annual Portfolio  Expenses would have
been 9.18%, 9.62%, 5.81% and 3.83%, respectively.
 
     3. Conseco  Capital  Management,  Inc., the  investment  adviser of Conseco
Series  Trust,  has  voluntarily  agreed to reimburse  all  expenses,  including
management fees, in excess of the following percentage of the average annual net
assets of each listed Portfolio,  as long as such reimbursement would not result
in a Portfolio's  inability to qualify as a regulated  investment  company under
the Code: 0.75% for the Asset Allocation  Portfolio;  0.80% for the Common Stock
Portfolio;  0.70% for the Corporate  Bond  Portfolio and  Government  Securities
Portfolio.  The total percentages in the above table is after reimbursement.  In
the absence of expense reimbursement,  the total fees and expenses in 1997 would
have totaled:  0.84% for the Asset  Allocation  Portfolio;  0.80% for the Common
Stock  Portfolio;  0.77% for the  Corporate  Bond  Portfolio;  and 0.92% for the
Government Securities Portfolio. These numbers do not reflect the management fee
waiver  with  respect to the Asset  Allocation  Portfolio  and the Common  Stock
Portfolio discussed in footnote 4 below.
 
     4. Conseco Capital Management, Inc., since January 1, 1993, has voluntarily
waived its management fees in excess of the annual rates set forth above. Absent
such fee waivers,  the management  fees would be: .65% for the Asset  Allocation
Portfolio;  and .65% for the Common Stock  Portfolio.  Absent the management fee
waiver and expense reimbursement  arrangements  (discussed in footnote 3 above),
the  Total  Annual  Portfolio  Expenses  would  have  been  .94%  for the  Asset
Allocation Portfolio and .85% for the Common Stock Portfolio.
 
     5. The Alger American Leveraged AllCap Portfolio's "Other Expenses" include
 .04% of interest expense.
 
     6. In the  absence  of a  voluntary  management  fee  waiver  by  Federated
Advisers,  the Funds'  investment  adviser,  the Management Fee and Total Annual
Portfolio  Expenses  would  have been 0.60% and  0.89%,  respectively,  for High
Income  Bond Fund II and 0.75% and 1.12%,  respectively,  for  Utility  Fund II.
Absent a voluntary waiver of the management fee and the voluntary  reimbursement
of certain other operating expenses by Federated  Advisers,  the Management Fee,
Other Expenses and Total Annual Portfolio Expenses for International Equity Fund
II would have been 1.00%, 1.21% and 2.21%, respectively.
 
     7.  Certain  expenses  are being  absorbed  voluntarily  by the  investment
adviser. In the absence of such voluntary expense limitation, the Other Expenses
and Total Operating Expenses for the fiscal period ended December 31, 1997 would
have been .34% and .94% for the INVESCO  VIF--High  Yield Portfolio and .22% and
 .97% for the  INVESCO  VIF--Industrial  Income  Portfolio.  With  respect to the
INVESCO  VIF--Industrial  Income  Portfolio  and  the  INVESCO  VIF--High  Yield
Portfolio,  certain  fund  expenses are absorbed  voluntarily  by INVESCO  Funds
Group, Inc. (IFG) pursuant to a commitment to limit the INVESCO  VIF--Industrial
Income  Portfolio's  annual  expenses to no more than .90% of the Fund's average
net assets prior to July 6, 1998 and to no more than 1.15% of the Fund's average
net  assets  effective  July 6, 1998 and to limit the  INVESCO  VIF--High  Yield
Portfolio's  annual  expenses  to no more than .80% of the  Fund's  average  net
assets prior to July 6, 1998 and to no more than 1.05% of the Fund's average net
assets  effective  July 6,  1998.  The  Fund  reimburses  IFG for its  costs  in
providing, or assuring that participating  insurance companies provide,  certain
services in an amount up to $10,000  per year (base fee),  plus .015% of the net
assets of the Fund,  plus,  effective July 6, 1998, an additional  .25% of gross
new assets (new sales of shares,  exchanges  into the Fund and  reinvestment  of
dividends and capital gains  distributions) of the Fund (incremental  fees). IFG
may pay all or a  portion  of the  base  fee and the  incremental  fees to other
companies  that  assist in  providing  the  services.  If the  additional  0.25%
administrative  services  fee had been  charged  during  the  fiscal  year ended
December 31, 1997, the Fund estimates that "Other Expenses" and "Total Operating
Expenses" would have been .59% and 1.19%, respectively for the INVESCO VIF--High
Yield Portfolio and .47% and 1.22%, respectively for the INVESCO VIF--Industrial
Income Portfolio.
 
     It should be noted that the Portfolio's actual expenses were lower than the
figures shown because the Portfolio's  custodian fees and pricing  expenses were
reduced  under  expense  offset  arrangements.  However,  as a result  of an SEC
requirement  for mutual funds to state their total  operating  expenses  without
crediting any such expense offsetting  arrangements,  the figures shown above do
not reflect these reductions.
 
     8. The Investment  Manager has agreed to voluntarily  reimburse expenses to
the extent total Fund expenses exceed,  on an annual basis,  1.50% of the Fund's
average net assets. The Investment Manager has advised BMA that it will continue
its voluntary expense  reimbursement  arrangement  through May 1, 1999. Fees and
expenses for both the Lazard  Retirement  Equity Portfolio and Lazard Retirement
Small Cap Portfolio are based on estimates for the current  fiscal year.  Absent
such  arrangement,  the expenses for the Lazard  Retirement Equity Portfolio for
the current  fiscal year are  estimated  to be 32.64%,  and the expenses for the
Lazard  Retirement Small Cap Portfolio for the current fiscal year are estimated
to be 13.19%
 
     9. Neuberger & Berman Advisers  Management Trust is divided into portfolios
(Portfolios),  each of  which  invests  all of its net  investable  assets  in a
corresponding  series of Advisers  Managers  Trust.  The figures  reported under
"Management  Fees"  include  the  total of the  administration  fees paid by the
Portfolio and the management fees paid by its corresponding  series.  Similarly,
"Other  Expenses"   includes  all  other  expenses  of  the  Portfolio  and  its
corresponding series.
 
     10. Strong Capital  Management,  Inc., the investment adviser of the Strong
Growth  Fund II,  has  voluntarily  agreed  to cap the  Fund's  total  operating
expenses  at 1.20%.  The  Adviser  has no current  intention  to, but may in the
future,  discontinue  or modify any waiver of fees or  absorption of expenses at
its discretion with  appropriate  notification to its  shareholders.  Absent the
expense  reimbursement  (cap) arrangement,  Other Expenses would have been 1.81%
and Total Annual Portfolio Expenses would have been 2.81%.
 
     11. All figures are annualized. Expenses of the Worldwide Real Estate Fund,
which  commenced  operation  in June  1997,  are  being  assumed  by the  Fund's
investment  adviser.  Without  such  assumption,  Worldwide  Real Estate  Fund's
Management Fee would be 1.00%,  Other Expenses  (annualized)  would be 3.88% and
Total Expenses would be 4.88%.  Other Expenses of Worldwide Real Estate Fund are
an estimate  which assumes $80 million in average  daily net assets,  and may be
greater or less than those shown. Prior to April 30, 1997, Worldwide Hard Assets
Fund was named Gold and Natural  Resources Fund. Other Expenses of the Worldwide
Hard Assets Fund are net of soft dollar  credits.  Without such  credits,  Other
Expenses  would have been 0.18% and Total Annual  Portfolio  Expenses would have
been 1.18%.  Other  Expenses of Worldwide  Emerging  Markets Fund are net of the
reduction of the Fund's  operating  fees in connection  with a fee  arrangement,
based on cash balances left on deposit with the custodian, and net of the waiver
or  assumption  by the Fund's  investment  adviser of certain fees and expenses.
Without such fee  arrangement  and, to a lesser extent,  the  waiver/assumption,
Other  Expenses  would have been 0.34% and Total Expenses would have been 1.34%.
The  Fund's  investment  adviser  is no  longer  waiving  or  assuming  fees and
expenses.
 
5. DEATH BENEFIT
 
     The primary purpose of the Policy is to provide Death Benefit protection on
the life of the Primary  Insured.  While the Policy is in force,  if the Primary
Insured dies, the  Beneficiary(ies)  will receive the Death Proceeds.  The Death
Proceeds equal the Death Benefit under the Policy less any Indebtedness.
 
     The amount of the Death Benefit depends upon:

     *    the Specified Amount,

     *    Your Policy's  Accumulation Value on the date of the Primary Insured's
          death, and

     *    the Death Benefit Option in effect at the time of death.    

     The Policy provides two Death Benefit options:

     *    a Level Death Benefit, and

     *    an Adjustable Death Benefit.

     So long as the Policy  remains in force,  the Death  Benefit  under  either
option will never be less than the Specified Amount.
 
     LEVEL DEATH BENEFIT OPTION. The amount of the Death Benefit under the Level
Death Benefit Option is the greater of:
 
    1.  the Specified Amount on the date of death; or
 
    2.  the Accumulation Value on the date of death multiplied by the applicable
       factor from the Table of Minimum Death Benefit Corridor Percentages shown
       below.
 
     ADJUSTABLE DEATH BENEFIT OPTION.  The amount of the Death Benefit under the
Adjustable Death Benefit Option is the greater of:
 
     1.   the Specified Amount on the date of death plus the Accumulation  Value
          on the date of death; or
 
     2.   the  Accumulation  Value  on  the  date  of  death  multiplied  by the
          applicable  factor from the Table of Minimum  Death  Benefit  Corridor
          Percentages shown below.
 
     The applicable percentage is a percentage that is based on the attained Age
of the Primary  Insured at the  beginning of the Policy Year and is equal to the
following:
 
<TABLE>
<CAPTION>
ATTAINED    CORRIDOR     ATTAINED     CORRIDOR
   AGE     PERCENTAGE       AGE      PERCENTAGE
- - ---------  -----------  -----------  -----------
<S>        <C>          <C>          <C>
  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%
</TABLE>
 
CHANGE IN DEATH BENEFIT OPTION
 
     You may change the Death Benefit  option after the Policy has been in force
for at least one year, subject to the following:
 
     1.   You must submit an Authorized Request;
 
     2.   once the Death Benefit  option has been changed,  it cannot be changed
          again for one year from the date of the change;

     3.   if the Level Death Benefit  Option is to be changed to the  Adjustable
          Death Benefit  Option,  You must submit proof  satisfactory to Us that
          the Primary Insured is still insurable;
 
     4.   if the Level Death Benefit Option is changed to the  Adjustable  Death
          Benefit Option the resulting  Specified  Amount can never be less than
          50% of the Minimum  Specified  Amount.  The  Specified  Amount will be
          reduced to equal the Specified Amount less the  Accumulation  Value on
          the date of change.  This  decrease will not result in any decrease in
          Premiums or Surrender Charges; and
 
     5.   if the  Adjustable  Death Benefit Option is changed to the Level Death
          Benefit  Option,  the Specified  Amount will be increased by an amount
          equal  to the  Accumulation  Value  on the  date of the  change.  This
          increase  will not result in any  increase in  Premiums  or  Surrender
          Charges.
 
     Any  change  in a Death  Benefit  option  will take  effect on the  Monthly
Anniversary Date on or following the date We approve the request for the change.
 
CHANGE IN SPECIFIED AMOUNT
 
     You may change the Specified  Amount of the Policy effective on any Monthly
Anniversary Day after the Policy has been in force at least one year, subject to
the  following  requirements.  Once the Specified  Amount has been  changed,  it
cannot be changed again for one year from the date of a change.
 
    SPECIFIED AMOUNT INCREASE.  To increase the Specified Amount You must:
 
     1.   submit an application for the increase;
 
     2.   submit  proof  satisfactory  to Us  that  the  Primary  Insured  is an
          insurable risk; and
 
     3.   pay any additional Premium which is required.
 
     The  Specified  Amount can only be  increased  before the  Primary  Insured
reaches  Age 80. A  Specified  Amount  increase  will take effect on the Monthly
Anniversary  Day on or  following  the day We approve  the  application  for the
increase.  The  Specified  Amount  increase must be for at least  $10,000.  Each
increase  will have its own  Surrender  Charge  schedule  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 in Specified
Amount:
 
     1.   the No-Lapse Monthly Minimum Premium will be increased;
 
     2.   an additional  Surrender  Charge for the increase in Specified  Amount
          will apply.
 
     We will furnish You with documentation showing You any change in Rate Class
for the Specified Amount increase, the amount of the increase and the additional
Surrender Charges.
 
     SPECIFIED  AMOUNT  DECREASE.  You must  request by  Authorized  Request any
decrease in the Specified Amount. The decrease will take effect on the later of:
 
     1.   the Monthly  Anniversary  Day on or following  the day We receive Your
          request for the decrease; or
 
     2.   the  Monthly  Anniversary  Day one  year  after  the  last  change  in
          Specified Amount was made.
 
     A Specified  Amount decrease will be used to reduce any previous  increases
to the  Specified  Amount  which are then in  effect  starting  with the  latest
increase and  continuing in the reverse order in which the increases  were made.
If any portion of the decrease is left over after all Specified Amount increases
have been  reduced  to zero,  it will be used to reduce  the  Initial  Specified
Amount.  We will not permit a Specified  Amount  decrease  that would reduce the
Specified Amount below the Minimum  Specified Amount.  The applicable  Surrender
Charge for the amount of decrease will be deducted from the Accumulation Value.
 
     The  No-Lapse  Monthly  Minimum  Premium  will be reduced  to  reflect  the
Specified Amount decrease.
 
GUARANTEED MINIMUM DEATH BENEFIT
 
     You can elect to have a Guaranteed  Minimum  Death  Benefit  Rider added to
Your Policy. This rider guarantees that the Death Benefit under Your Policy will
never be less than the  Specified  Amount  during the  Guaranteed  Minimum Death
Benefit (GMDB) period provided that the GMDB payment requirement has been met.
 
     The GMDB Period is  determined  for each issue Age in  accordance  with the
following:
 
<TABLE>
<CAPTION>
ISSUE AGE                                                     GMDB PERIOD
- - -----------------------------------------------------------  -------------
<S>                                                          <C>
20-35......................................................    25 years
36-50......................................................    to age 60
51-55......................................................    10 years
56-59......................................................    to age 65
</TABLE>
 
     There is no  separate  charge  for this rider but in order to have the GMDB
provided by the rider You must pay a certain  level of Premiums each month which
is  greater  than  the  No-Lapse  Monthly  Minimum  Premium.  The  GMDB  payment
requirement is that the sum of all premiums paid less any partial surrenders and
less any  Indebtedness  are at  least  as  large as the sum of the GMDB  monthly
Premiums since the Policy Date. The payment  requirement for the GMDB rider must
be met on each Monthly  Anniversary  Day even though  Premiums do not need to be
paid monthly.  The GMDB Monthly  Premium is determined by the Primary  Insured's
issue Age, sex and Rate Class and includes all rider costs.  Ask Your registered
representative for the particulars to Your own situation.
 
ACCELERATED DEATH BENEFIT
 
     If the Primary  Insured is  terminally  ill,  under the  Accelerated  Death
Benefit rider, We will pre-pay a portion of the Death Benefit.  You may elect to
have an  Accelerated  Death  Benefit.  You can only elect this benefit one time,
regardless of the amount You selected. No premium is charged for this rider.
 
     You can choose an amount between 10% and 50% of the Specified  Amount.  The
maximum  benefit  amount is the  greater of  $250,000  and 10% of the  Specified
Amount.  The remaining  amount of the Specified Amount in Your Policy must be at
least equal to 50% of the Minimum Specified Amount.
    
     Benefits as  specified  under the Policy will be reduced upon receipt of an
Accelerated  Death Benefit amount.  If you receive an Accelerated  Death Benefit
amount,  it may be taxable.  You should  contact Your  personal tax or financial
adviser for specific information.    
 
     After an Accelerated  Death Benefit payment is made, the Policy will remain
in force and reduced Premiums will be payable.  The Policy's  Specified  Amount,
Accumulation Value and Surrender Charge will be reduced by the percentage of the
requested  portion  of the  available  amount as  specified  in the  rider.  Any
outstanding  Loan will be reduced  by the  portion of the Loan and repaid by the
same percentage as the Accelerated Death Benefit  percentage as described in the
rider.
 
     The receipt of an Accelerated Death Benefit amount may adversely affect the
recipient's   eligibility   for  Medicaid  or  other   government   benefits  or
entitlements.
 
     The  amount  available  will  be  reduced  by an  interest  charge  and any
repayment of  Indebtedness.  The interest  charge is based on the same  interest
charge that is used to determine loans.

6. TAXES
 
     NOTE: BMA has prepared the following information on federal income taxes as
a general  discussion  of the  subject.  It is not intended as tax advice to any
person.  You should  consult your own tax adviser about your own  circumstances.
BMA has included an additional discussion regarding taxes in Part II.
 
LIFE INSURANCE IN GENERAL
 
     Life  insurance,  such as this Policy,  is a means of  providing  for death
protection  and setting aside money for future needs.  Congress  recognized  the
importance of such planning and provided  special rules in the Internal  Revenue
Code (Code) for life insurance.
 
     Simply  stated,  these  rules  provide  that  You  will not be taxed on the
earnings  on the money  held in Your life  insurance  policy  until You take the
money out.  Beneficiaries  generally  are not taxed when they  receive the Death
Proceeds upon the death of the Primary Insured.
 
TAKING MONEY OUT OF YOUR POLICY
    
     You,  as the  Owner,  will not be taxed on  increases  in the value of Your
Policy until a  distribution  occurs either as a surrender or as a loan. If Your
Policy is a Modified  Endowment Contract (MEC) any loans or withdrawals from the
Policy  will be  treated  as first  coming  from  earnings  and then  from  Your
investment in the Policy.  Consequently,  these earnings are included in taxable
income.    
    
     The Internal Revenue Code also provides that any amount received from a MEC
which is included in income may be subject to a 10%  penalty.  The penalty  will
not apply if the income received is:

     (1)  paid on or after the taxpayer reaches age 59 1/2;

     (2)  paid if the taxpayer becomes totally disabled (as that term is defined
          in the Code); or

     (3)  in a series of  substantially  equal  payments  made annually (or more
          frequently) for the life or life expectancy of the taxpayer.    
 
     If Your  Policy is not a MEC,  any  surrender  proceeds  will be treated as
first a recovery of the  investment in the Policy and to that extent will not be
included in taxable income. Furthermore any loan will be treated as indebtedness
under the Policy and not as a taxable  distribution.  See  Federal Tax Status in
Part II for more details.
 
DIVERSIFICATION
 
     The Code  provides  that the  underlying  investments  for a variable  life
policy must satisfy certain diversification  requirements in order to be treated
as a life insurance  contract.  We believe that the Investment Options are being
managed so as to comply with such requirements.
    
     Under current Federal tax law, it is unclear as to the circumstances  under
which You,  because of the degree of control You  exercise  over the  underlying
investments,  and not Us would be  considered  the  Owner of the  shares  of the
Investment Options. If You are considered the Owner of the investments,  it will
result in the loss of the favorable tax treatment for the Policy.  It is unknown
to what  extent  Owners are  permitted  to select  Investment  Options,  to make
transfers  among the  Investment  Options or the  number and type of  Investment
Options Owners may select from. If guidance from the Internal Revenue Service is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that You, as the
Owner of the Policy,  could be treated as the Owner of the  Investment  Options.
Due to the uncertainty in this area, BMA reserves the right to modify the Policy
in an attempt to maintain favorable tax treatment.    
 
7. ACCESS TO YOUR MONEY
 
LOANS
    
     We will  loan You  money  while  the  Policy is in force and not in a Grace
Period.  The Policy will be the sole  security  for the loan.  We will advance a
loan  amount  not to exceed the loan  value.  The loan must be secured by proper
assignment of the Policy.  We may defer granting loans but not for more than six
months.    
 
     The Accumulation Value securing the loan is transferred to the Loan Account
on a pro-rata basis. The amount  transferred from each Investment Option and the
Fixed Account will equal the ratio of the value each bears to the total unloaned
Accumulation  Value.  If You desire  other than the above,  You may  specify the
specific Investment Option from which the transfer is to be made.
 
     Any Indebtedness will be deducted from any amount payable under the Policy.
 
     No new loan may be taken which,  in  combination  with  existing  loans and
accrued interest, is greater than the Loan Value.
 
     EFFECT OF A LOAN.  A Policy  loan will result in  Accumulation  Value being
transferred  from  the  Investment  Options  or the  Fixed  Account  to the Loan
Account. A Policy Loan,  whether or not unpaid,  will have a permanent effect on
the death  benefits  and Policy  values,  because  the amount of the Policy Loan
transferred to the Loan Account will not share in the investment  results of the
Investment  Options  while the Policy Loan is  outstanding.  If the Loan Account
earnings rate is less than the investment performance of the selected Investment
Options and/or the Fixed Account,  the values and benefits under the Policy will
be  reduced  (and the Policy  may even  lapse) as a result of the  Policy  Loan.
Furthermore,  if not  repaid,  the Policy  Loan will  reduce the amount of Death
Benefit and Cash Surrender Value.
    
     LOAN VALUE. The loan value is equal to 90% of the Accumulation  Value as of
the date the  Authorized  Request  for the loan is  received  at the BMA Service
Center less:

     (a) an amount equal to the  Surrender  Charge,  if any, that applies if the
Policy is surrendered in full;

     (b) any existing Indebtedness;

     (c)  interest  on  all  Indebtedness  on the  Policy  to  the  next  Policy
Anniversary; and

     (d) prior to the ninth Policy Month,  an amount equal to the balance of the
Monthly  Deductions  for the first Policy Year;  or on or after the ninth Policy
Month, an amount equal to the sum of the next three Monthly Deductions.
    
    
     LOAN  INTEREST  (CHARGED).  You must pay  interest  in advance on the first
interest  payment due date and on each Policy  Anniversary  that  follows at the
loan  interest  rate which is shown on Your Policy  Schedule.  The interest rate
applies to the unpaid balance of the loan. The first interest  payment is due on
the date of the loan.    
    
     If you do not pay loan interest,  we will transfer the  difference  between
the value of the Loan Account and the Indebtedness  from the Investment  Options
and the Fixed Account on a pro-rata basis to the Loan Account.    
 
     INTEREST  CREDITED.  The  Accumulation  Value in the Loan Account will earn
interest  at a rate not less  than  4%.  For  Policy  Years  11 and  after,  the
Accumulation  Value in the Loan Account will earn  interest at the Loan Interest
Rate.
    
     LOAN  REPAYMENT.  You may repay  loans at any time  while the  Policy is in
force.  There is no minimum loan repayment  amount.  The amount  equivalent to a
loan  repayment  will be deducted  from the Loan  Account and  allocated  to the
originating  Investment  Options and the Fixed Account in the same percentage as
was used for the transfers to the Loan Account.    
 
     AMOUNTS  RECEIVED BY US WILL BE APPLIED AS PREMIUMS UNLESS WE ARE OTHERWISE
INSTRUCTED TO APPLY SUCH AMOUNTS AS REPAYMENT OF THE LOAN.
 
     TERMINATION  FOR  MAXIMUM  INDEBTEDNESS.  The Policy  will  terminate  when
Indebtedness equals or exceeds the Accumulation Value less the Surrender Charge,
if any, that applies if the Policy is surrendered in full.  Termination  will be
effective  61 days after We send  notice of the  termination  to Your last known
address and the last known address of any assignee of record.  A termination  of
the Policy may have Federal income tax  consequences.  (See Part II--Federal Tax
Status--Tax Treatment of Loans and Surrenders).
 
SURRENDERS
    
     TOTAL SURRENDER.  You may terminate the Policy at any time by submitting an
Authorized  Request to the BMA Service  Center.  We will pay the Cash  Surrender
Value to You as of the Business Day the  Authorized  Request is received in good
order and Our liability  under the Policy will cease.  We may assess a Surrender
Charge.    
 
     PARTIAL SURRENDER. After the first Policy Year, You may surrender a part of
the Cash Surrender Value by submitting an Authorized  Request to the BMA Service
Center. All partial surrenders are subject to the following:

    
     1.   A partial surrender must be for at least $250.
 
     2.   Unless You specify  otherwise,  the partial surrender will be deducted
          on a pro-rata basis from the Fixed Account and the Investment Options.
          The  Surrender  Charge  and the  Partial  Surrender  Charge  are  also
          deducted from the  Accumulation  Value. You may specify if a different
          allocation  method is to be used.  However the  proportion to be taken
          from the Fixed  Account may never be greater than the Fixed  Account's
          proportion of the total unloaned Accumulation Value.
 
     3.   You cannot replace the surrendered Cash Surrender Value.
 
     4.   Upon a partial  surrender,  the Specified Amount may be reduced if the
          Level Death Benefit Option is in effect. The Specified Amount will not
          be reduced if the Adjustable  Death Benefit  Option is in effect.  The
          Specified  Amount  will  be  reduced  by the  amount  of  the  partial
          surrender if the Policy is not in  corridor.  (A Policy is in corridor
          if the Accumulation Value exceeds certain specified percentages as set
          forth in the Internal Revenue Code.)
 
     5.   You can make a partial  surrender  twice each Policy Year. The partial
          surrender  will  be  limited  to such  amounts  so  that  the  partial
          surrender  will not  reduce the  Specified  Amount  below the  Minimum
          Specified  Amount,  or reduce the remaining Cash Surrender Value below
          $500.
 
     6.   We may  assess a  pro-rata  portion  of the  Surrender  Charge for any
          amount by which the Specified Amount is reduced.  We may also assess a
          Partial Surrender Fee.
     
8. OTHER INFORMATION
 
BMA
 
     Business Men's Assurance  Company of America ("BMA" or the "Company"),  BMA
Tower,  700 Karnes Blvd.,  Kansas City,  Missouri 64108 was incorporated in 1909
under the laws of the state of  Missouri.  BMA is licensed to do business in the
District of Columbia,  Puerto Rico and all states except New York.  BMA operates
as a reinsurer  in the state of New York.  BMA is a wholly owned  subsidiary  of
Assicurazioni  Generali S.p.A.,  which is the largest insurance  organization in
Italy.
 
YEAR 2000
 
     Some of BMA's  computer  systems were written  using two digits rather than
four to define the applicable year. As a result, those computer systems will not
recognize the year 2000 which,  if not  corrected,  could cause  disruptions  of
operations,  including, among other things, an inability to process transactions
or engage in similar normal business activities.
 
     BMA has developed a plan to modify its  information  technology to be ready
for the year 2000 and has begun converting critical data processing systems. BMA
currently expects the project to be substantially complete by late 1998 which is
prior to any anticipated  impact on its operating  systems.  Based on this plan,
BMA does not believe  that the costs to complete  such system  modifications  or
replacement will be material to BMA.
 
THE SEPARATE ACCOUNT
 
     We have  established  a  separate  account,  BMA  Variable  Life  Account A
(Separate Account), to hold the assets that underlie the Policies.
 
     The assets of the Separate  Account are being held in Our name on behalf of
the  Separate  Account  and legally  belong to Us.  However,  those  assets that
underlie the Policies,  are not chargeable with  liabilities  arising out of any
other business We may conduct.  All the income,  gains and losses  (realized and
unrealized)  resulting from those assets are credited to or charged  against the
Policies and not against any other Policies We may issue.
 
DISTRIBUTORS
 
     Jones & Babson, Inc., 700 Karnes Boulevard, Kansas City, Missouri 64108 and
Conseco Equity Sales, Inc., 11815 N. Pennsylvania Street,  Carmel, Indiana 46032
act as the  co-distributors  of the Policies.  Jones & Babson,  Inc. and Conseco
Equity Sales,  Inc. will each distribute the Policy in different markets through
their own  distribution  systems.  Jones & Babson,  Inc. was organized under the
laws of the state of Missouri on February 23, 1959.  Conseco Equity Sales,  Inc.
was  organized  under the laws of the state of Texas on July 12,  1965.  Jones &
Babson,  Inc., and Conseco  Equity Sales,  Inc. are both members of the National
Association of Securities  Dealers,  Inc. Jones & Babson, Inc. is a wholly owned
subsidiary of BMA. Conseco Equity Sales, Inc. is not affiliated with BMA.
 
     The Policy will be sold by  individuals  who, in addition to being licensed
as life  insurance  agents for BMA, are also National  Association of Securities
Dealers   (NASD)   registered   representatives.   These  persons  will  receive
compensation for this sale.
    
     BMA has  entered  into a  reinsurance  arrangement  with  Conseco  Variable
Insurance Company ("Conseco  Variable") whereby Conseco Variable will reinsure a
portion of the risks associated with the Policy.  Conseco Equity Sales,  Inc. is
an affiliate of Conseco Variable.    
 
ADMINISTRATION
 
     We have hired  NAVISYS  (formerly  GENELCO,  Incorporated),  9735  Landmark
Parkway Drive, St. Louis,  Missouri to perform certain  administrative  services
regarding the Policies.  The  administrative  services  include  issuance of the
Policy and maintenance of Policy records. Claims are handled jointly between BMA
and NAVISYS.
 
SUSPENSION OF PAYMENTS OR TRANSFERS
    
     We may be  required  to suspend  or  postpone  any  payments  or  transfers
involving an Investment Option for any period when:    
 
     1.   the New York Stock  Exchange is closed (other than  customary  weekend
          and holiday closings);
 
     2.   trading on the New York Stock Exchange is restricted;
 
     3.   an  emergency  exists as a result of which  disposal  of shares of the
          Investment  Options  is  not  reasonably  practicable  or  BMA  cannot
          reasonably value the shares of the Investment Options;
 
     4.   during any other period when the Securities  and Exchange  Commission,
          by order, so permits for the protection of owners.
 
     We may defer the portion of any transfer,  amount payable or surrender,  or
Policy Loan from the Fixed Account for not more than six months.

OWNERSHIP
 
     OWNER.  You, as the Owner of the Policy,  have all of the rights  under the
Policy. If You die while the Policy is still in force and the Primary Insured is
living,  ownership  passes to a  successor  Owner or if none,  then Your  estate
becomes the Owner.
 
     JOINT OWNER. The Policy can be owned by Joint Owners. Authorization of both
Joint Owners is required for all Policy changes except for telephone transfers.
 
     BENEFICIARY. The Beneficiary is the person(s) or entity You name to receive
any Death  Proceeds.  The  Beneficiary is named at the time the Policy is issued
unless  changed at a later  date.  Unless an  irrevocable  Beneficiary  has been
named,  You can change the  Beneficiary  at any time before the insured dies. If
there  is  an  irrevocable  Beneficiary,   all  Policy  changes  except  Premium
allocations and transfers require the consent of the Beneficiary.
 
     ASSIGNMENT. You can assign the Policy.
 
                                    PART II
 
                    EXECUTIVE OFFICERS AND DIRECTORS OF BMA
    
     As of _____________,  1999 the directors and executive  officers of BMA and
their business experience for the past five years are as follows:    
 
<TABLE>
<CAPTION>
NAME AND PRINCIPAL                                       POSITIONS AND OFFICES WITH DEPOSITOR AND
BUSINESS ADDRESS *                                     BUSINESS EXPERIENCE FOR THE PAST FIVE YEARS
- ---------------------------------------  ------------------------------------------------------------------------
<S>                                      <C>
Giorgio Balzer                           Director, Chairman of the Board and Chief Executive Officer of BMA; U.S.
                                         Representative--Generali--US Branch.
 
Robert Thomas Rakich                     Director, President and Chief Operating Officer of BMA from 1995 to
                                         present; President and Chief Executive Officer, Laurentian Capital
                                         Corp., 1988 to October, 1995.
 
Dennis Keith Cisler                      Senior Vice President--Information Systems of BMA from 1991--present.
 
David Lee Higley                         Senior Vice President and Chief Financial Officer of BMA from
                                         1989--present.
 
Stephen Stanley Soden                    Senior Vice President--Financial Group from 1994 to present; President &
                                         Executive Vice President from 1985 to 1996, BMA Financial Services, Inc.
 
Michael Kent Deardorff                   Senior Vice President--Marketing BMA Financial Group 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--Insurance Serivces, Corporate Development & Communications
                                         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--Workplace Benefits of BMA from 1996 to
                                         present; Vice President--Sales Employee Benefits Division from 1993 to
                                         1996.
</TABLE>
 
<TABLE>
<CAPTION>
NAME AND PRINCIPAL                                       POSITIONS AND OFFICES WITH DEPOSITOR AND
BUSINESS ADDRESS *                                     BUSINESS EXPERIENCE FOR THE PAST FIVE YEARS
- ---------------------------------------  ------------------------------------------------------------------------
<S>                                      <C>
Robert Noel Sawyer                       Director since 1997, Senior Vice President and Chief Investment Officer
                                         of BMA from 1990 to present.
 
Vernon Wirt Voorhees II                  Director since 1995, Senior Vice President--Corporate Services and
                                         Secretary of BMA 1990 to present; Senior Vice President-- Finance
                                         1983-1990.
 
Margaret Mary Heidkamp                   Vice President--Operations, Variable and Asset 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 1992; Head of Life Branch-- Assicurazioni
                                         Generali, S.p.A., Trieste, Italy.
 
John Kessander Lundberg                  Director of BMA since 1990; Retired.
</TABLE>

<TABLE>
<CAPTION>
NAME AND PRINCIPAL                                       POSITIONS AND OFFICES WITH DEPOSITOR AND
BUSINESS ADDRESS *                                     BUSINESS EXPERIENCE FOR THE PAST FIVE YEARS
- ---------------------------------------  ------------------------------------------------------------------------
<S>                                      <C>
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,
Missouri 64108-3306.
 
                 OFFICERS AND DIRECTORS OF JONES & BABSON, INC.
    
     As of  _________,  1999,  the  following  are the officers and directors of
Jones & Babson, Inc. and their position with Jones & Babson, Inc.    
 
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS *                                          POSITION WITH JONES & BABSON, INC.
- ---------------------------------------  ------------------------------------------------------------------------
<S>                                      <C>
Larry D. Armel                           President, Director and Chief Executive Officer
 
P. Bradley Adams                         Vice President, Chief Financial Officer and Treasurer
 
Michael A. Brummel                       Vice President, Assistant Secretary and Assistant Treasurer
 
Martin A. Cramer                         Vice President and Secretary
 
John G. Dyer                             Assistant Secretary and Legal Counsel
 
Constance B. Martin                      Assistant Vice President
 
Rui M. Moura                             Vice President
 
Stephen S. Soden                         Chairman of the Board and Director
 
Giorgio Balzer                           Director
 
Robert T. Rakich                         Director
 
Edward S. Ritter                         Director
 
Robert N. Sawyer                         Director
 
Vernon W. Voorhees II                    Director
</TABLE>
 
- ------------------------
 
*    Principal business address is 700 Karnes Boulevard,  Kansas City,  Missouri
     64108-3306.

              OFFICERS AND DIRECTORS OF CONSECO EQUITY SALES, INC.
    
     As of _______,  1999,  the  following  are the  officers  and  directors of
Conseco Equity Sales, Inc. and their position with Conseco Equity Sales, Inc.
 
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS *                                       POSITION WITH CONSECO EQUITY SALES, INC.
- ---------------------------------------  ------------------------------------------------------------------------
<S>                                      <C>
L. Gregory Gloeckner                     President and Director
 
William P. Latimer                       Vice President, Senior Counsel, Secretary and Director
 
James S. Adams                           Senior Vice President, Treasurer and Director
 
William T. Devanney, Jr.                 Senior Vice President, Corporate Taxes
 
Christene H. Darnell                     Vice President, Management Reporting
 
Donald B. Johnston                       Vice President, National Sales Director
 
Christine E. Monical                     Second Vice President and Assistant General Counsel
</TABLE>
 
- ------------------------
 
*    Principal business address is 11815 N. Pennsylvania Street, Carmel, Indiana
     46032.
 
                                     VOTING
 
     In  accordance  with Our view of present  applicable  law, We will vote the
shares  of the  Investment  Options  at  special  meetings  of  shareholders  in
accordance with instructions  received from Owners having a voting interest.  We
will  vote  shares  for  which We have  not  received  instructions  in the same
proportion  as We vote shares for which We have received  instructions.  We will
vote  shares We own in the same  proportion  as We vote shares for which We have
received instructions. The funds do not hold regular meetings of shareholders.
 
     If the  Investment  Company  Act of 1940 or any  regulation  thereunder  is
amended or if the present  interpretation of these laws should change,  and as a
result We determine  that it is permitted to vote the shares of the funds in Our
own right, We may elect to do so.    
 
     The  voting  interests  of the Owner in the  funds  will be  determined  as
follows:  Owners  may cast one vote  for each  $100 of  Accumulation  Value of a
Policy which is allocated to an Investment Option on the record date. Fractional
votes are counted.
    
     We will  determine  the number of shares which a person has a right to vote
as of the date to be  chosen by Us not more than  sixty  (60) days  prior to the
meeting  of  the  fund.  Voting   instructions  will  be  solicited  by  written
communication at least fourteen (14) days prior to such meeting.    
 
     Each Owner  having such a voting  interest  will receive  periodic  reports
relating to the  Investment  Options in which he or she has an  interest,  proxy
material and a form with which to give such voting instructions.
 
     DISREGARD OF VOTING  INSTRUCTIONS.  We may, when required to do so by state
insurance  authorities,  vote shares of the funds without regard to instructions
from Owners if such  instructions  would require the shares to be voted to cause
an Investment  Option to make, or refrain from making,  investments  which would
result in changes in the  sub-classification  or  investment  objectives  of the
Investment Option.

     We may also disapprove changes in the investment policy initiated by Owners
or trustees of the funds,  if such  disapproval  is reasonable and is based on a
good faith  determination  by Us that the change would  violate state or federal
law or the change would not be consistent with the investment  objectives of the
Investment  Options  or which  varies  from the  general  quality  and nature of
investments  and  investment   techniques  used  by  other  funds  with  similar
investment objectives underlying other variable contracts offered by Us or of an
affiliated company. In the event We disregard voting instructions,  a summary of
this  action  and the  reasons  for such  action  will be  included  in the next
semi-annual report to Owners.
 
                                 LEGAL OPINIONS
 
     Blazzard,  Grodd &  Hasenauer,  P.C.,  Westport,  Connecticut  has provided
advice on certain matters relating to the Federal securities and income tax laws
in connection with the Policies.
 
                  REDUCTION OR ELIMINATION OF SURRENDER CHARGE
    
     We may  reduce  or  eliminate  the  amount of the  Surrender  Charge on the
Policies  when sales of the  Policies are made to  individuals  or to a group of
individuals  in a manner  that  results in savings  of sales  expenses.  We will
determine  whether the Surrender Charge will be reduced after We examine all the
relevant factors such as:
 
     1. We will  consider  the size and type of group to which  sales  are to be
made.  Generally,  the  sales  expenses  for a larger  group are less than for a
smaller group because of the ability to implement large numbers of Policies with
fewer sales contacts.
 
     2. We will consider the total amount of Premiums to be received. Per Policy
sales expenses are likely to be less on larger Premium  payments than on smaller
ones.
 
     3. We will consider any prior or existing  relationship with Us. Per Policy
sales expenses are likely to be less when there is a prior existing relationship
because of the likelihood of implementing the Policy with fewer sales contacts.
     
     4. There may be other  circumstances,  of which We are not presently aware,
which could result in reduced sales expenses.
 
     If, after  consideration of the foregoing factors,  We determine that there
will be a  reduction  in sales  expenses,  We may  provide  for a  reduction  or
elimination of the Surrender Charge.
    
     We may eliminate  the  Surrender  Charge when the Policies are issued to an
officer,  director or employee of BMA or any of Our affiliates. In no event will
any  reduction or  elimination  of the Surrender  Charge be permitted  where the
reduction or elimination will be unfairly discriminatory to any person.    
 
                               NET AMOUNT AT RISK
 
     LEVEL DEATH BENEFIT.  For the Level Death Benefit Option, the Net Amount at
Risk is the greater of:
 
     1.   the Specified Amount divided by 1.0032737 less the Accumulation Value;
          and
 
     2.   the  Accumulation  Value times the  applicable  Minimum  Death Benefit
          Corridor  Percentage (shown in Part I Section 5 Death Benefit) divided
          by 1.0032737, less the Accumulation Value.
 
     ADJUSTABLE  DEATH BENEFIT OPTION.  For the Adjustable Death Benefit Option,
the Net Amount at Risk is the greater of:
 
     1.   the Specified Amount plus the Accumulation Value divided by 1.0032737,
          less the Accumulation Value, and
 
     2.   the  Accumulation  Value times the  applicable  Minimum  Death Benefit
          Corridor Percentage divided by 1.0032737, less the Accumulation Value.
 
                                 MATURITY DATE
 
     The Policy provides that We will pay the Accumulation  Value of the Policy,
less  Indebtedness,  to You on the Maturity Date if the Primary  Insured is then
living.  Unless an extension is requested,  the Maturity Date will be the Policy
Anniversary Date nearest the Primary Insured's 100th birthday.
 
     At any time within the twelve  calendar  months prior to the Maturity Date,
You may request  that the  Maturity  Date be extended  through the  Extension of
Maturity Date Rider.  If We received Your written  request prior to the Maturity
Date and all past due  Monthly  Deductions  have  been  paid,  the  Policy  will
continue in force beyond the Maturity Date until the earlier of the death of the
Primary  Insured  or the date that We receive  Your  request  to  surrender  the
Policy.
 
     No rider will be extended past the original Policy Maturity Date.
 
     Once the Maturity Date extension is in place, the Death Benefit will be the
Accumulation Value, less any Indebtedness.  The Monthly Deduction will no longer
be deducted and no new Premiums  will be  accepted.  Interest or loans,  if any,
will continue to accrue and will be added to the total Indebtedness.
 
    Loan repayments will be accepted.
 
    There is no charge for this rider.
 
                           MISSTATEMENT OF AGE OR SEX
    
     The age of the Primary  Insured is the Age  nearest  the Primary  Insured's
birthday on the Policy Date or Policy  Anniversary.  We determine  this from the
date of birth shown in the application. If the date of birth or sex shown on the
Policy  Schedule is not correct,  we will adjust the Death Benefit to that which
would be purchased  by the most recent cost of  insurance  charge at the correct
date of birth and sex.    
 
                              OUR RIGHT TO CONTEST
 
     We cannot  contest the  validity of the Policy  except in the case of fraud
after it has been in effect during the Primary Insured's  lifetime for two years
from the  Policy  Date.  If the Policy is  reinstated,  the  two-year  period is
measured from the date of  reinstatement.  In addition,  if the Primary  Insured
commits  suicide in the  two-year  period,  or such period as specified in state
law, the benefit  payable  will be limited to Premiums  paid less loans and less
any surrenders.
 
                                PAYMENT OPTIONS
 
    The Death Proceeds may be paid in a lump sum or may be applied to one of the
following Payment Options:
 
    Option 1--Life Annuity
 
    Option 2--Life Annuity with 120 or 240 Monthly Annuity Payments Guaranteed
 
    Option 3--Joint and Last Survivor Annuity
 
    Option 4-- Joint and Last Survivor Annuity with 120 or 240 Monthly Annuity
              Payments Guaranteed.
 
     You or the  Beneficiary  can select to have the Payment  Options payable on
either a fixed or variable basis.
    
                               FEDERAL TAX STATUS
 
     NOTE: The following  description is based upon Our understanding of current
federal  income tax law  applicable  to life  insurance  in  general.  We cannot
predict the probability  that any changes in such laws will be made.  Purchasers
are cautioned to seek  competent tax advice  regarding the  possibility  of such
changes. Section 7702 of the Internal Revenue Code of 1986, as amended ("Code"),
defines the term "life insurance  contract" for purposes of the Code. We believe
that the policies to be issued will qualify as "life insurance  contracts" under
Section 7702.  We do not  guarantee  the tax status of the policies.  Purchasers
bear the complete risk that the policies may not be treated as "life  insurance"
under federal income tax laws. Purchasers should consult their own tax advisers.
 
It should be further understood that the following  discussion is not exhaustive
and that special  rules not  described in this  prospectus  may be applicable in
certain situations.
    

    
     INTRODUCTION. The discussion in this prospectus is general in nature and is
not intended as tax advice. Each person concerned should consult a competent tax
adviser.  No attempt is made to consider any applicable state or other tax laws.
Moreover,  this  discussion is based upon Our  understanding  of current Federal
income tax laws as they are currently  interpreted.  No  representation  is made
regarding the  likelihood of  continuation  of those current  Federal income tax
laws or of the current interpretations by the Internal Revenue Service.
    
 
     BMA is taxed as a life insurance company under the Code. For Federal income
tax  purposes,  the Separate  Account is not a separate  entity from BMA and its
operations form a part of BMA.
 
     DIVERSIFICATION. Section 817(h) of the Code imposes certain diversification
standards on the underlying assets of variable life insurance policies. The Code
provides  that a  variable  life  insurance  policy  will not be treated as life
insurance for any period (and any subsequent  period) for which the  investments
are not, in accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified.  Disqualification of
the Policy as a life  insurance  contract  would result in imposition of federal
income tax to the Owner with  respect to earnings  allocable to the Policy prior
to the receipt of payments  under the  Policy.  The Code  contains a safe harbor
provision  which  provides that life  insurance  policies such as these Policies
meet the diversification  requirements if, as of the close of each quarter,  the
underlying assets meet the diversification  standards for a regulated investment
company and no more than fifty-five (55%) percent of the total assets consist of
cash, cash items, U.S.  Government  securities and securities of other regulated
investment  companies.  There is an exception for securities  issued by the U.S.
Treasury in connection with variable life insurance policies.
 
     On March 2, 1989, the Treasury  Department issued Regulations  (Treas. Reg.
Section  1.817-5),  which  established  diversification   requirements  for  the
investment  portfolios  underlying variable contracts such as the Policies.  The
Regulations amplify the diversification  requirements for variable contracts set
forth  in the Code and  provide  an  alternative  to the safe  harbor  provision
described above. Under the Regulations,  an investment  portfolio will be deemed
adequately diversified if:
   
     (i)  no more than 55% of the value of the total assets of the  portfolio is
          represented by any one investment;

     (ii) no more than 70% of the value of the total assets of the  portfolio is
          represented by any two investments;

     (iii)no more than 80% of the value of the total assets of the  portfolio is
          represented by any three investments; and

     (iv) no more than 90% of the value of the total assets of the  portfolio is
          represented   by  any  four   investments.   For   purposes  of  these
          Regulations, all securities of the same issuer are treated as a single
          investment.    
 
     The Code  provides  that,  for purposes of  determining  whether or not the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality shall be treated as a separate issuer".
 
     BMA intends that each  Investment  Option  underlying  the Policies will be
managed by the managers in such a manner as to comply with these diversification
requirements.
 
     The Treasury Department has indicated that the diversification  Regulations
do not provide  guidance  regarding the  circumstances in which Owner control of
the  investments  of the Separate  Account will cause the Owner to be treated as
the Owner of the assets of the Separate  Account,  thereby resulting in the loss
of favorable tax treatment for the Policy.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.
 
     The  amount of Owner  control  which may be  exercised  under the Policy is
different in some respects from the  situations  addressed in published  rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
Owner was not the Owner of the  assets of the  separate  account.  It is unknown
whether  these  differences,  such as the  Owner's  ability  to  transfer  among
investment choices or the number and type of investment choices available, would
cause the Owner to be  considered  as the  Owner of the  assets of the  Separate
Account.
 
     In the event any forthcoming  guidance or ruling is considered to set forth
a new  position,  such  guidance  or  ruling  will  generally  be  applied  only
prospectively.  However,  if such ruling or guidance was not  considered  to set
forth a new  position,  it may be applied  retroactively  resulting in the Owner
being  retroactively  determined  to be the Owner of the assets of the  Separate
Account.
 
     Due to the  uncertainty  in this area, BMA reserves the right to modify the
Policy in an attempt to maintain favorable tax treatment.
 
     TAX  TREATMENT OF THE POLICY.  The Policy has been  designed to comply with
the definition of life insurance contained in Section 7702 of the Code. Although
some interim  guidance has been  provided  and  proposed  regulations  have been
issued,  final  regulations  have not  been  adopted.  Section  7702 of the Code
requires  the  use  of  reasonable  mortality  and  other  expense  charges.  In
establishing  these charges,  BMA has relied on the interim guidance provided in
IRS Notice 88-128 and proposed  regulations  issued on July 5, 1991.  Currently,
there is even less guidance as to a Policy  issued on a  substandard  risk basis
and thus it is even less clear  whether a Policy issued on such basis would meet
the requirements of Section 7702 of the Code.
 
     While BMA has attempted to comply with Section  7702,  the law in this area
is very  complex and  unclear.  There is a risk,  therefore,  that the  Internal
Revenue Service will not concur with BMA's  interpretations of Section 7702 that
were made in determining such compliance.  In the event the Policy is determined
not to so comply,  it would not qualify for the favorable tax treatment  usually
accorded life insurance policies.  Owners should consult their tax advisers with
respect to the tax consequences of purchasing the Policy.
 
     POLICY  PROCEEDS.  The  tax  treatment  accorded  to loan  proceeds  and/or
surrender  payments  from the  Policies  will  depend on  whether  the Policy is
considered  to  be a  MEC.  (See  "Tax  Treatment  of  Loans  and  Surrenders.")
Otherwise,  BMA believes that the Policy should  receive the same federal income
tax treatment as any other type of life  insurance.  As such,  the death benefit
thereunder is excludable from the gross income of the Beneficiary  under Section
101(a) of the Code. Also, the Owner is not deemed to be in constructive  receipt
of the Cash Surrender Value,  including increments thereon, under a Policy until
there is a distribution of such amounts.
 
     Federal, state and local estate,  inheritance and other tax consequences of
ownership,  or receipt of Policy proceeds,  depend on the  circumstances of each
Owner or Beneficiary.
 
     TAX TREATMENT OF LOANS AND SURRENDERS. Section 7702A of the Code sets forth
the rules for  determining  when a life insurance  policy will be deemed to be a
MEC. A MEC is a contract which is entered into or materially changed on or after
June 21, 1988 and fails to meet the 7-pay test. A Policy fails to meet the 7-pay
test when the  cumulative  amount  paid under the Policy at any time  during the
first 7 Policy Years exceeds the sum of the net level  premiums which would have
been paid on or before  such time if the  Policy  provided  for  paid-up  future
benefits after the payment of seven (7) level annual premiums. A material change
would  include  any  increase in the future  benefits  or addition of  qualified
additional  benefits provided under a policy unless the increase is attributable
to: (1) the payment of premiums  necessary to fund the lowest death  benefit and
qualified  additional  benefits  payable in the first seven policy years; or (2)
the crediting of interest or other earnings (including  policyholder  dividends)
with respect to such premiums.
 
     Furthermore,  any Policy received in exchange for a Policy  classified as a
MEC will be treated  as a MEC  regardless  of  whether it meets the 7-pay  test.
However,  an exchange under Section 1035 of the Code of a life insurance  policy
entered into before June 21, 1988 for the Policy will not cause the Policy to be
treated as a MEC if no additional premiums are paid.

     Due to the flexible  premium  nature of the Policy,  the  determination  of
whether  it  qualifies  for  treatment  as  a  MEC  depends  on  the  individual
circumstances of each Policy.
 
     If the Policy is classified as a MEC, then surrenders  and/or loan proceeds
are taxable to the extent of income in the Policy. Such distributions are deemed
to be  on a  last-in,  first-out  basis,  which  means  the  taxable  income  is
distributed  first. Loan proceeds and/or surrender  payments may also be subject
to an additional 10% federal income tax penalty applied to the income portion of
such distribution. The penalty shall not apply, however, to any distributions:

   
     (1)  made on or after the date on which the taxpayer reaches age 59 1/2;

     (2)  which is attributable to the taxpayer  becoming  disabled  (within the
          meaning of Section 72(m)(7) of the Code); or

     (3)  which is part of a series of  substantially  equal  periodic  payments
          made  not  less  frequently  than  annually  for  the  life  (or  life
          expectancy)  of the  taxpayer  or  the  joint  lives  (or  joint  life
          expectancies) of such taxpayer and his beneficiary.    
 
     If a  Policy  is not  classified  as a MEC,  then any  surrenders  shall be
treated  first as a recovery of the  investment in the Policy which would not be
received  as  taxable  income.  However,  if a  distribution  is the result of a
reduction in benefits  under the Policy within the first fifteen years after the
Policy is issued in order to comply with Section 7702, such  distribution  will,
under rules set forth in Section 7702, be taxed as ordinary income to the extent
of income in the Policy.
 
     Any loans from a Policy which is not  classified  as a MEC, will be treated
as indebtedness of the Owner and not a distribution. Upon complete surrender, if
the amount received plus loan indebtedness  exceeds the total premiums paid that
are not treated as previously  surrendered  by the Owner,  the excess  generally
will be treated as ordinary income.
 
     Personal  interest  payable on a loan under a Policy owned by an individual
is generally  not  deductible.  Furthermore,  no  deduction  will be allowed for
interest on loans under Policies covering the life of any employee or officer of
the taxpayer or any person financially  interested in the business carried on by
the  taxpayer  to the  extent the  indebtedness  for such  employee,  officer or
financially  interested  person exceeds $50,000.  The  deductibility of interest
payable on Policy loans may be subject to further  rules and  limitations  under
Sections 163 and 264 of the Code.
    
     You should  seek  competent  tax advice on the tax  consequences  of taking
loans, distributions, exchanging or surrendering any Policy.    

    
     MULTIPLE  POLICIES.  The Code further  provides that multiple MECs that are
issued  within a calendar  year  period to the same Owner by one  company or its
affiliates  are  treated as one MEC for  purposes  of  determining  the  taxable
portion of any loans or distributions.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the loans or distributed  amounts
from such  combination  of contracts.  You should consult a tax adviser prior to
purchasing more than one MEC in any calendar year period.    
    
     TAX  TREATMENT OF  ASSIGNMENTS.  An assignment of a Policy or the change of
ownership of a Policy may be a taxable  event.  You should  therefore  consult a
competent  tax  adviser  should  you wish to assign or change  the Owner of Your
Policy.    
    
     QUALIFIED  PLANS.  The  Policies  may be used in  conjunction  with certain
Qualified  Plans.  Because the rules governing such use are complex,  you should
not do so until you have consulted a competent Qualified Plans consultant.    
 
     INCOME TAX WITHHOLDING.  All  distributions or the portion thereof which is
includible  in gross  income of the Owner are  subject  to  federal  income  tax
withholding.  However,  the Owner in most  cases  may  elect  not to have  taxes
withheld.  The Owner may be required to pay  penalties  under the  estimated tax
rules, if the Owner's withholding and estimated tax payments are insufficient.

                               REPORTS TO OWNERS
    
     We will at a minimum send to each Owner  semi-annual  and annual reports of
the Investment Options. Within 30 days after each Policy Anniversary,  an annual
statement will be sent to each Owner. We may elect to send these more often. The
statement will show:

     * the current amount of Death Benefit payable under the Policy, 

     * the current Accumulation Value, 

     * the current Cash Surrender Value, 

     * current Loans and 

     * all transactions previously confirmed.

     The statement will also show Premiums paid and all charges  deducted during
the Policy Year.    
    
     Confirmations  will be mailed to Policy  Owners  within  seven  days of the
transaction of:

     (a)  the receipt of Premium;

     (b)  any transfer between Investment Options;

     (c)  any loan, interest repayment, or loan repayment;

     (d)  any surrender;

     (e)  exercise of the free look privilege; and

     (f)  payment of the Death Benefit under the Policy.

    Upon request You are entitled to a receipt of Premium payment.    
 
                               LEGAL PROCEEDINGS
    
     There  are no  legal  proceedings  to which  the  Separate  Account  or the
Co-Distributors  are a party or to which the assets of the Separate  Account are
subject. We are not involved in any litigation that is of material importance in
relation to our total assets or that relates to the Separate Account.    
 
                                    EXPERTS
    
     The consolidated  financial  statements of Business Men's Assurance Company
of America at December 31, 1998 and 1997, and for each of the three years in the
period    ended     December     31,     1998,     have    been    audited    by
___________________________,  independent auditors, as set forth in their report
thereon  appearing  elsewhere  herein,  and are  included in reliance  upon such
report  given  upon the  authority  of such firm as experts  in  accounting  and
auditing.    
 
                              FINANCIAL STATEMENTS

(Financial Statements will be filed by Amendment.) 


APPENDIX A

                         ILLUSTRATION OF POLICY VALUES

                                   VERSION A
 
     In order to show You how the Policy  works,  We created  some  hypothetical
examples.  We  chose  two  males  ages  45 and  55  and a  female  age  50.  Our
hypothetical insureds are in good health, do not smoke and qualify for preferred
non-tobacco  rates.  The  initial and  Planned  Premiums  are shown in the upper
portion of each illustration.  The Death Proceeds,  Accumulation Values and Cash
Surrender  Values  would be  lower  if the  Primary  Insured  was in a  standard
non-tobacco,  tobacco or special Rate Class since the cost of insurance  charges
would increase.
 
     There are three illustrations--all of which are based on the above. We also
assumed that the underlying  Investment  Option had gross rates of return of 0%,
6%, 12%. This means that the underlying Investment Option would earn these rates
of  return  before  the  deduction  of the  operating  expenses  (including  the
management  fee).  When  these  costs are taken  into  account,  the net  annual
investment  return  rates  (net of an average  of  approximately  ___% for these
charges) are approximately ___%, ___% and ___%.
 
     It is important to be aware that this illustration  assumes a level rate of
return for all years.  If the actual  rate of return  moves up and down over the
years  instead  of  remaining  level,  this  may  make a big  difference  in the
long-term  investment  results of Your Policy. In order to properly show You how
the Policy actually works, We calculated values for the Accumulation Value, Cash
Surrender Value and the Death Proceeds. The Death Proceeds are the Death Benefit
minus any outstanding loans and loan interest accrued.

     We used the charges We described in the Expenses Section of the Prospectus.
These charges are: (1) Premium Charge;  (2) Policy Charge;  and (3) Risk Charge.
We also deducted for the cost of insurance based on both the current charges and
the guaranteed charges.  The values also assume that each Investment Option will
incur  expenses  annually  which are  assumed  to be  approximately  ___% of the
average net assets of the Investment Option. This is the average of the fees and
expenses of the  Investment  Options in 1998 or  estimated  (for new  Investment
Options)  through  1999.  The expenses of ___% reflect the  voluntary  waiver of
certain advisory fees and/or the reimbursement of operating expenses for certain
Investment Options (as noted under Expenses--Investment  Option Expenses in Part
I of this  prospectus).  If the  advisory  fees had not been  waived  and/or  if
expenses  had  not  been  reimbursed,  the  average  expenses  would  have  been
approximately  ____%.  The investment  advisers  currently  anticipate  that the
current waiver and/or reimbursement  arrangements will continue through at least
___________  to the extent  necessary  to maintain  the total  annual  portfolio
expense levels as described under  Expenses--Investment  Option Expenses. If the
waiver and/or reimbursement arrangements were not in effect, the Death Proceeds,
Accumulation  Values and the Cash  Surrender  Values shown in the  illustrations
below would be lower. The illustration assumes no loans were taken.
 
     There is also a column  labeled  "Premiums  Accumulated  at 5% Interest Per
Year." This shows how the Premium grows if it was invested at 5% per year.
 
     We will furnish You, upon request, a comparable  personalized  illustration
reflecting the proposed insured's Age, Rate Class, Specified Amount, the Planned
Premiums,  and reflecting  both the current cost of insurance and the guaranteed
cost of insurance.

[ILLUSTRATIONS WILL BE FILED BY AMENDMENT]
 
                                      A-1
<PAGE>
                                      BMA
                        CLARITY VARIABLE UNIVERSAL LIFE
 
                       MALE AGE 45 PREFERRED NON-TOBACCO
                          ASSUMING GUARANTEED CHARGES
                            PLANNED PREMIUM: $1,980
                       INITIAL SPECIFIED AMOUNT: $150,000
                          DEATH BENEFIT OPTION: LEVEL
<TABLE>
<CAPTION>
                                    DEATH PROCEEDS                           ACCUMULATION VALUE
                             ASSUMING HYPOTHETICAL GROSS                ASSUMING HYPOTHETICAL GROSS
          PREMIUMS           ANNUAL INVESTMENT RETURN OF                ANNUAL INVESTMENT RETURN OF
         ACCUMULATED   ----------------------------------------   ----------------------------------------
END OF      AT 5%       0% GROSS                                   0% GROSS
POLICY    INTEREST       (_____%      6% GROSS      12% GROSS       (_____%      6% GROSS      12% GROSS
 YEAR     PER YEAR        NET)       (____% NET)   (_____% NET)      NET)       (____% NET)   (_____% NET)
- - ------   -----------   -----------   -----------   ------------   -----------   -----------   ------------
 
<S>      <C>           <C>           <C>           <C>            <C>           <C>           <C>
 1           2,079       150,000       150,000       150,000          _____        _____          _____
 
 2           4,262       150,000       150,000       150,000          _____        _____          _____
 
 3           6,554       150,000       150,000       150,000          _____        _____          _____
 
 4           8,961       150,000       150,000       150,000          _____        _____          _____
 
 5          11,488       150,000       150,000       150,000          _____        _____          _____
 
 6          14,141       150,000       150,000       150,000          _____        _____          _____
 
 7          16,927       150,000       150,000       150,000          _____        _____          _____
 
 8          19,853       150,000       150,000       150,000          _____        _____          _____
 
 9          22,924       150,000       150,000       150,000          _____        _____          _____
 
 10         26,149       150,000       150,000       150,000          _____        _____          _____
 
 11         29,536       150,000       150,000       150,000          _____        _____          _____
 
 12         33,092       150,000       150,000       150,000          _____        _____          _____
 
 13         36,825       150,000       150,000       150,000          _____        _____          _____
 
 14         40,746       150,000       150,000       150,000          _____        _____          _____
 
 15         44,862       150,000       150,000       150,000          _____        _____          _____
 
 16         49,184       150,000       150,000       150,000          _____        _____          _____
 
 17         53,722       150,000       150,000       150,000          _____        _____          _____
 
 18         58,487       150,000       150,000       150,000          _____        _____          _____
 
 19         63,491       150,000       150,000       150,000          _____        _____          _____
 
 20         68,744       150,000       150,000       150,000          _____        _____          _____
</TABLE>

<TABLE>
<CAPTION>
                  CASH SURRENDER VALUE
              ASSUMING HYPOTHETICAL GROSS
              ANNUAL INVESTMENT RETURN OF
        ----------------------------------------
END OF   0% GROSS
POLICY    (_____%      6% GROSS      12% GROSS
 YEAR      NET)       (____% NET)   (_____% NET)
- - ------  -----------   -----------   ------------
<S>     <C>           <C>           <C>
 1         _____         _____          _____
 2         _____         _____          _____
 3         _____         _____          _____
 4         _____         _____          _____
 5         _____         _____          _____
 6         _____         _____          _____
 7         _____         _____          _____
 8         _____         _____          _____
 9         _____         _____          _____
 10        _____         _____          _____
 11        _____         _____          _____
 12        _____         _____          _____
 13        _____         _____          _____
 14        _____         _____          _____
 15        _____         _____          _____
 16        _____         _____          _____
 17        _____         _____          _____
 18        _____         _____          _____
 19        _____         _____          _____
 20        _____         _____          _____
</TABLE>
 
     The hypothetical  investment rates of return shown in this illustration are
for  illustrative  purposes only. You should not deem them a  representation  of
past or future investment rates of return. Actual rates of return may be more or
less than  those  shown and will  depend on a number of  factors  including  the
investment performance of the Investment Options you select.
 
     The  Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value for a
Policy  would differ from those shown in this  illustration  if the actual gross
annual rates of return averaged 0.00%,  6.00% and 12.00% over a period of years,
but also fluctuated  above or below those averages for individual  Policy Years.
The Death  Proceeds,  Accumulation  Value and Cash Surrender Value would also be
different if you made any Policy loans or partial surrenders.
 
     No  representation  can  be  made  by  BMA,  the  Separate  Account  or the
underlying  portfolios that these  hypothetical  rates of return can be achieved
for any one year or sustained over a period of time.
 
                                      A-2
<PAGE>
                                      BMA
                        CLARITY VARIABLE UNIVERSAL LIFE
 
                       MALE AGE 45 PREFERRED NON-TOBACCO
                            ASSUMING CURRENT CHARGES
                            PLANNED PREMIUM: $1,980
                       INITIAL SPECIFIED AMOUNT: $150,000
                          DEATH BENEFIT OPTION: LEVEL
<TABLE>
<CAPTION>
                                    DEATH PROCEEDS                           ACCUMULATION VALUE
                             ASSUMING HYPOTHETICAL GROSS                ASSUMING HYPOTHETICAL GROSS
          PREMIUMS           ANNUAL INVESTMENT RETURN OF                ANNUAL INVESTMENT RETURN OF
         ACCUMULATED   ----------------------------------------   ----------------------------------------
END OF      AT 5%       0% GROSS                                   0% GROSS
POLICY    INTEREST       (_____%      6% GROSS      12% GROSS       (_____%      6% GROSS      12% GROSS
 YEAR     PER YEAR        NET)       (____% NET)   (_____% NET)      NET)       (____% NET)   (_____% NET)
- - ------   -----------   -----------   -----------   ------------   -----------   -----------   ------------
 
<S>      <C>           <C>           <C>           <C>            <C>           <C>           <C>
 1           2,079       150,000       150,000       150,000          _____        _____          _____
 
 2           4,262       150,000       150,000       150,000          _____        _____          _____
 
 3           6,554       150,000       150,000       150,000          _____        _____          _____
 
 4           8,961       150,000       150,000       150,000          _____        _____          _____
 
 5          11,488       150,000       150,000       150,000          _____        _____          _____
 
 6          14,141       150,000       150,000       150,000          _____        _____          _____
 
 7          16,927       150,000       150,000       150,000          _____        _____          _____
 
 8          19,853       150,000       150,000       150,000          _____        _____          _____
 
 9          22,924       150,000       150,000       150,000          _____        _____          _____
 
 10         26,149       150,000       150,000       150,000          _____        _____          _____
 
 11         29,536       150,000       150,000       150,000          _____        _____          _____
 
 12         33,092       150,000       150,000       150,000          _____        _____          _____
 
 13         36,825       150,000       150,000       150,000          _____        _____          _____
 
 14         40,746       150,000       150,000       150,000          _____        _____          _____
 
 15         44,862       150,000       150,000       150,000          _____        _____          _____
 
 16         49,184       150,000       150,000       150,000          _____        _____          _____
 
 17         53,722       150,000       150,000       150,000          _____        _____          _____
 
 18         58,487       150,000       150,000       150,000          _____        _____          _____
 
 19         63,491       150,000       150,000       150,000          _____        _____          _____
 
 20         68,744       150,000       150,000       150,000          _____        _____          _____
</TABLE>

<TABLE>
<CAPTION>
                  CASH SURRENDER VALUE
              ASSUMING HYPOTHETICAL GROSS
              ANNUAL INVESTMENT RETURN OF
        ----------------------------------------
END OF   0% GROSS
POLICY    (_____%      6% GROSS      12% GROSS
 YEAR      NET)       (____% NET)   (_____% NET)
- - ------  -----------   -----------   ------------
<S>     <C>           <C>           <C>
 1         _____         _____          _____
 2         _____         _____          _____
 3         _____         _____          _____
 4         _____         _____          _____
 5         _____         _____          _____
 6         _____         _____          _____
 7         _____         _____          _____
 8         _____         _____          _____
 9         _____         _____          _____
 10        _____         _____          _____
 11        _____         _____          _____
 12        _____         _____          _____
 13        _____         _____          _____
 14        _____         _____          _____
 15        _____         _____          _____
 16        _____         _____          _____
 17        _____         _____          _____
 18        _____         _____          _____
 19        _____         _____          _____
 20        _____         _____          _____
</TABLE>
 
     The hypothetical  investment rates of return shown in this illustration are
for  illustrative  purposes only. You should not deem them a  representation  of
past or future investment rates of return. Actual rates of return may be more or
less than  those  shown and will  depend on a number of  factors  including  the
investment performance of the Investment Options you select.
 
     The  Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value for a
policy  would differ from those shown in this  illustration  if the actual gross
annual rates of return averaged 0.00%,  6.00% and 12.00% over a period of years,
but also fluctuated  above or below those averages for individual  Policy Years.
The Death  Proceeds,  Accumulation  Value and Cash Surrender Value would also be
different if you make any Policy loans or partial surrenders.
 
     No  representation  can  be  made  by  BMA,  the  Separate  Account  or the
underlying  portfolios that these  hypothetical  rates of return can be achieved
for any one year or sustained over a period of time.
 
                                      A-3
<PAGE>
                                      BMA
                        CLARITY VARIABLE UNIVERSAL LIFE
 
                       MALE AGE 55 PREFERRED NON-TOBACCO
                          ASSUMING GUARANTEED CHARGES
                            PLANNED PREMIUM: $3,654
                       INITIAL SPECIFIED AMOUNT: $150,000
                          DEATH BENEFIT OPTION: LEVEL
<TABLE>
<CAPTION>
                                    DEATH PROCEEDS                           ACCUMULATION VALUE
                             ASSUMING HYPOTHETICAL GROSS                ASSUMING HYPOTHETICAL GROSS
          PREMIUMS           ANNUAL INVESTMENT RETURN OF                ANNUAL INVESTMENT RETURN OF
         ACCUMULATED   ----------------------------------------   ----------------------------------------
END OF      AT 5%       0% GROSS                                   0% GROSS
POLICY    INTEREST       (_____%      6% GROSS      12% GROSS       (_____%      6% GROSS      12% GROSS
 YEAR     PER YEAR        NET)       (____% NET)   (_____% NET)      NET)       (____% NET)   (_____% NET)
- - ------   -----------   -----------   -----------   ------------   -----------   -----------   ------------
 
<S>      <C>           <C>           <C>           <C>            <C>           <C>           <C>
 1           3,837       150,000       150,000       150,000          _____        _____          _____
 
 2           7,865       150,000       150,000       150,000          _____        _____          _____
 
 3          12,095       150,000       150,000       150,000          _____        _____          _____
 
 4          16,537       150,000       150,000       150,000          _____        _____          _____
 
 5          21,200       150,000       150,000       150,000          _____        _____          _____
 
 6          26,097       150,000       150,000       150,000          _____        _____          _____
 
 7          31,238       150,000       150,000       150,000          _____        _____          _____
 
 8          36,637       150,000       150,000       150,000          _____        _____          _____
 
 9          42,306       150,000       150,000       150,000          _____        _____          _____
 
 10         48,258       150,000       150,000       150,000          _____        _____          _____
 
 11         54,507       150,000       150,000       150,000          _____        _____          _____
 
 12         61,069       150,000       150,000       150,000          _____        _____          _____
 
 13         67,959       150,000       150,000       150,000          _____        _____          _____
 
 14         75,194       150,000       150,000       150,000          _____        _____          _____
 
 15         82,790       150,000       150,000       150,000          _____        _____          _____
 
 16         90,767       150,000       150,000       150,000          _____        _____          _____
 
 17         99,142       150,000       150,000       150,000          _____        _____          _____
 
 18        107,936       150,000       150,000       150,000          _____        _____          _____
 
 19        117,169       150,000       150,000       150,000          _____        _____          _____
 
 20        126,864         Lapse       150,000       150,000          _____        _____          _____
</TABLE>
 
<TABLE>
<CAPTION>
                  CASH SURRENDER VALUE
              ASSUMING HYPOTHETICAL GROSS
              ANNUAL INVESTMENT RETURN OF
        ----------------------------------------
END OF   0% GROSS
POLICY    (_____%      6% GROSS      12% GROSS
 YEAR      NET)       (____% NET)   (_____% NET)
- - ------  -----------   -----------   ------------
<S>     <C>           <C>           <C>
 1         _____         _____          _____
 2         _____         _____          _____
 3         _____         _____          _____
 4         _____         _____          _____
 5         _____         _____          _____
 6         _____         _____          _____
 7         _____         _____          _____
 8         _____         _____          _____
 9         _____         _____          _____
 10        _____         _____          _____
 11        _____         _____          _____
 12        _____         _____          _____
 13        _____         _____          _____
 14        _____         _____          _____
 15        _____         _____          _____
 16        _____         _____          _____
 17        _____         _____          _____
 18        _____         _____          _____
 19        _____         _____          _____
 20        _____         _____          _____
</TABLE>
 
     The hypothetical  investment rates of return shown in this illustration are
for  illustrative  purposes only. You should not deem them a  representation  of
past or future investment rates of return. Actual rates of return may be more or
less than  those  shown and will  depend on a number of  factors  including  the
investment performance of the Investment Options you select.
 
     The  Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value for a
policy  would differ from those shown in this  illustration  if the actual gross
annual rates of return averaged 0.00%,  6.00% and 12.00% over a period of years,
but also fluctuated  above or below those averages for individual  Policy Years.
The Death  Proceeds,  Accumulation  Value and Cash Surrender Value would also be
different if you make any Policy loans or partial surrenders.
 
     No  representation  can  be  made  by  BMA,  the  Separate  Account  or the
underlying  portfolios that these  hypothetical  rates of return can be achieved
for any one year or sustained over a period of time.
 
                                      A-4
<PAGE>
                                      BMA
                        CLARITY VARIABLE UNIVERSAL LIFE
 
                       MALE AGE 55 PREFERRED NON-TOBACCO
                            ASSUMING CURRENT CHARGES
                            PLANNED PREMIUM: $3,654
                       INITIAL SPECIFIED AMOUNT: $150,000
                          DEATH BENEFIT OPTION: LEVEL
<TABLE>
<CAPTION>
                                    DEATH PROCEEDS                           ACCUMULATION VALUE
                             ASSUMING HYPOTHETICAL GROSS                ASSUMING HYPOTHETICAL GROSS
          PREMIUMS           ANNUAL INVESTMENT RETURN OF                ANNUAL INVESTMENT RETURN OF
         ACCUMULATED   ----------------------------------------   ----------------------------------------
END OF      AT 5%       0% GROSS                                   0% GROSS
POLICY    INTEREST       (_____%      6% GROSS      12% GROSS       (_____%      6% GROSS      12% GROSS
 YEAR     PER YEAR        NET)       (____% NET)   (_____% NET)      NET)       (____% NET)   (_____% NET)
- - ------   -----------   -----------   -----------   ------------   -----------   -----------   ------------
 
<S>      <C>           <C>           <C>           <C>            <C>           <C>           <C>
 1           3,837       150,000       150,000       150,000          _____        _____          _____
 
 2           7,865       150,000       150,000       150,000          _____        _____          _____
 
 3          12,095       150,000       150,000       150,000          _____        _____          _____
 
 4          16,537       150,000       150,000       150,000          _____        _____          _____
 
 5          21,200       150,000       150,000       150,000          _____        _____          _____
 
 6          26,097       150,000       150,000       150,000          _____        _____          _____
 
 7          31,238       150,000       150,000       150,000          _____        _____          _____
 
 8          36,637       150,000       150,000       150,000          _____        _____          _____
 
 9          42,306       150,000       150,000       150,000          _____        _____          _____
 
 10         48,258       150,000       150,000       150,000          _____        _____          _____
 
 11         54,507       150,000       150,000       150,000          _____        _____          _____
 
 12         61,069       150,000       150,000       150,000          _____        _____          _____
 
 13         67,959       150,000       150,000       150,000          _____        _____          _____
 
 14         75,194       150,000       150,000       150,000          _____        _____          _____
 
 15         82,790       150,000       150,000       150,000          _____        _____          _____
 
 16         90,767       150,000       150,000       150,000          _____        _____          _____
 
 17         99,142       150,000       150,000       150,000          _____        _____          _____
 
 18        107,936       150,000       150,000       150,000          _____        _____          _____
 
 19        117,169       150,000       150,000       156,603          _____        _____          _____
 
 20        126,864       150,000       150,000       162,474          _____        _____          _____
</TABLE>
 
<TABLE>
<CAPTION>
                  CASH SURRENDER VALUE
              ASSUMING HYPOTHETICAL GROSS
              ANNUAL INVESTMENT RETURN OF
        ----------------------------------------
END OF   0% GROSS
POLICY    (_____%      6% GROSS      12% GROSS
 YEAR      NET)       (____% NET)   (_____% NET)
- - ------  -----------   -----------   ------------
<S>     <C>           <C>           <C>
 1         _____         _____          _____
 2         _____         _____          _____
 3         _____         _____          _____
 4         _____         _____          _____
 5         _____         _____          _____
 6         _____         _____          _____
 7         _____         _____          _____
 8         _____         _____          _____
 9         _____         _____          _____
 10        _____         _____          _____
 11        _____         _____          _____
 12        _____         _____          _____
 13        _____         _____          _____
 14        _____         _____          _____
 15        _____         _____          _____
 16        _____         _____          _____
 17        _____         _____          _____
 18        _____         _____          _____
 19        _____         _____          _____
 20        _____         _____          _____
</TABLE>
 
     The hypothetical  investment rates of return shown in this illustration are
for  illustrative  purposes only. You should not deem them a  representation  of
past or future investment rates of return. Actual rates of return may be more or
less than  those  shown and will  depend on a number of  factors  including  the
investment performance of the Investment Options you select.
 
     The  Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value for a
Policy  would differ from those shown in this  illustration  if the actual gross
annual rates of return averaged 0.00%,  6.00% and 12.00% over a period of years,
but also fluctuated  above or below those averages for individual  Policy Years.
The Death  Proceeds,  Accumulation  Value and Cash Surrender Value would also be
different if you make any Policy loans or partial surrenders.
 
     No  representation  can  be  made  by  BMA,  the  Separate  Account  or the
underlying  portfolios that these  hypothetical  rates of return can be achieved
for any one year or sustained over a period of time.
 
                                      A-5
<PAGE>
                                      BMA
                        CLARITY VARIABLE UNIVERSAL LIFE
 
                      FEMALE AGE 50 PREFERRED NON-TOBACCO
                          ASSUMING GUARANTEED CHARGES
                            PLANNED PREMIUM: $2,232
                       INITIAL SPECIFIED AMOUNT: $150,000
                          DEATH BENEFIT OPTION: LEVEL
<TABLE>
<CAPTION>
                                    DEATH PROCEEDS                           ACCUMULATION VALUE
                             ASSUMING HYPOTHETICAL GROSS                ASSUMING HYPOTHETICAL GROSS
          PREMIUMS           ANNUAL INVESTMENT RETURN OF                ANNUAL INVESTMENT RETURN OF
         ACCUMULATED   ----------------------------------------   ----------------------------------------
END OF      AT 5%       0% GROSS                                   0% GROSS
POLICY    INTEREST       (_____%      6% GROSS      12% GROSS       (_____%      6% GROSS      12% GROSS
 YEAR     PER YEAR        NET)       (____% NET)   (_____% NET)      NET)       (____% NET)   (_____% NET)
- - ------   -----------   -----------   -----------   ------------   -----------   -----------   ------------
 
<S>      <C>           <C>           <C>           <C>            <C>           <C>           <C>
 1           2,344       150,000       150,000       150,000          _____        _____          _____
 
 2           4,804       150,000       150,000       150,000          _____        _____          _____
 
 3           7,388       150,000       150,000       150,000          _____        _____          _____
 
 4          10,101       150,000       150,000       150,000          _____        _____          _____
 
 5          12,950       150,000       150,000       150,000          _____        _____          _____
 
 6          15,941       150,000       150,000       150,000          _____        _____          _____
 
 7          19,082       150,000       150,000       150,000          _____        _____          _____
 
 8          22,379       150,000       150,000       150,000          _____        _____          _____
 
 9          25,842       150,000       150,000       150,000          _____        _____          _____
 
 10         29,478       150,000       150,000       150,000          _____        _____          _____
 
 11         33,295       150,000       150,000       150,000          _____        _____          _____
 
 12         37,303       150,000       150,000       150,000          _____        _____          _____
 
 13         41,512       150,000       150,000       150,000          _____        _____          _____
 
 14         45,931       150,000       150,000       150,000          _____        _____          _____
 
 15         50,572       150,000       150,000       150,000          _____        _____          _____
 
 16         55,444       150,000       150,000       150,000          _____        _____          _____
 
 17         60,559       150,000       150,000       150,000          _____        _____          _____
 
 18         65,931       150,000       150,000       150,000          _____        _____          _____
 
 19         71,571       150,000       150,000       150,000          _____        _____          _____
 
 20         77,493       150,000       150,000       150,000          _____        _____          _____
</TABLE>
 
<TABLE>
<CAPTION>
                  CASH SURRENDER VALUE
              ASSUMING HYPOTHETICAL GROSS
              ANNUAL INVESTMENT RETURN OF
        ----------------------------------------
END OF   0% GROSS
POLICY    (_____%      6% GROSS      12% GROSS
 YEAR      NET)       (____% NET)   (_____% NET)
- - ------  -----------   -----------   ------------
<S>     <C>           <C>           <C>
 1         _____         _____          _____
 2         _____         _____          _____
 3         _____         _____          _____
 4         _____         _____          _____
 5         _____         _____          _____
 6         _____         _____          _____
 7         _____         _____          _____
 8         _____         _____          _____
 9         _____         _____          _____
 10        _____         _____          _____
 11        _____         _____          _____
 12        _____         _____          _____
 13        _____         _____          _____
 14        _____         _____          _____
 15        _____         _____          _____
 16        _____         _____          _____
 17        _____         _____          _____
 18        _____         _____          _____
 19        _____         _____          _____
 20        _____         _____          _____
</TABLE>
 
     The hypothetical  investment rates of return shown in this illustration are
for  illustrative  purposes only. You should not deem them a  representation  of
past or future investment rates of return. Actual rates of return may be more or
less than  those  shown and will  depend on a number of  factors  including  the
investment performance of the Investment Options you select.
 
     The  Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value for a
policy  would differ from those shown in this  illustration  if the actual gross
annual rates of return averaged 0.00%,  6.00% and 12.00% over a period of years,
but also fluctuated  above or below those averages for individual  Policy Years.
The Death  Proceeds,  Accumulation  Value and Cash Surrender Value would also be
different if you make any Policy loans or partial surrenders.
 
     No  representation  can  be  made  by  BMA,  the  Separate  Account  or the
underlying  portfolios that these  hypothetical  rates of return can be achieved
for any one year or sustained over a period of time.
 
                                      A-6
<PAGE>
                                      BMA
                        CLARITY VARIABLE UNIVERSAL LIFE
 
                      FEMALE AGE 50 PREFERRED NON-TOBACCO
                            ASSUMING CURRENT CHARGES
                            PLANNED PREMIUM: $2,232
                       INITIAL SPECIFIED AMOUNT: $150,000
                          DEATH BENEFIT OPTION: LEVEL
<TABLE>
<CAPTION>
                                    DEATH PROCEEDS                           ACCUMULATION VALUE
                             ASSUMING HYPOTHETICAL GROSS                ASSUMING HYPOTHETICAL GROSS
          PREMIUMS           ANNUAL INVESTMENT RETURN OF                ANNUAL INVESTMENT RETURN OF
         ACCUMULATED   ----------------------------------------   ----------------------------------------
END OF      AT 5%       0% GROSS                                   0% GROSS
POLICY    INTEREST       (_____%      6% GROSS      12% GROSS       (_____%      6% GROSS      12% GROSS
 YEAR     PER YEAR        NET)       (____% NET)   (_____% NET)      NET)       (____% NET)   (_____% NET)
- - ------   -----------   -----------   -----------   ------------   -----------   -----------   ------------
 
<S>      <C>           <C>           <C>           <C>            <C>           <C>           <C>
 1           2,344       150,000       150,000       150,000          _____        _____          _____
 
 2           4,804       150,000       150,000       150,000          _____        _____          _____
 
 3           7,388       150,000       150,000       150,000          _____        _____          _____
 
 4          10,101       150,000       150,000       150,000          _____        _____          _____
 
 5          12,950       150,000       150,000       150,000          _____        _____          _____
 
 6          15,941       150,000       150,000       150,000          _____        _____          _____
 
 7          19,082       150,000       150,000       150,000          _____        _____          _____
 
 8          22,379       150,000       150,000       150,000          _____        _____          _____
 
 9          25,842       150,000       150,000       150,000          _____        _____          _____
 
 10         29,478       150,000       150,000       150,000          _____        _____          _____
 
 11         33,295       150,000       150,000       150,000          _____        _____          _____
 
 12         37,303       150,000       150,000       150,000          _____        _____          _____
 
 13         41,512       150,000       150,000       150,000          _____        _____          _____
 
 14         45,931       150,000       150,000       150,000          _____        _____          _____
 
 15         50,572       150,000       150,000       150,000          _____        _____          _____
 
 16         55,444       150,000       150,000       150,000          _____        _____          _____
 
 17         60,559       150,000       150,000       150,000          _____        _____          _____
 
 18         65,931       150,000       150,000       150,000          _____        _____          _____
 
 19         71,571       150,000       150,000       150,000          _____        _____          _____
 
 20         77,493       150,000       150,000       150,000          _____        _____          _____
</TABLE>
 
<TABLE>
<CAPTION>
                  CASH SURRENDER VALUE
              ASSUMING HYPOTHETICAL GROSS
              ANNUAL INVESTMENT RETURN OF
        ----------------------------------------
END OF   0% GROSS
POLICY    (_____%      6% GROSS      12% GROSS
 YEAR      NET)       (____% NET)   (_____% NET)
- - ------  -----------   -----------   ------------
<S>     <C>           <C>           <C>
 1         _____         _____          _____
 2         _____         _____          _____
 3         _____         _____          _____
 4         _____         _____          _____
 5         _____         _____          _____
 6         _____         _____          _____
 7         _____         _____          _____
 8         _____         _____          _____
 9         _____         _____          _____
 10        _____         _____          _____
 11        _____         _____          _____
 12        _____         _____          _____
 13        _____         _____          _____
 14        _____         _____          _____
 15        _____         _____          _____
 16        _____         _____          _____
 17        _____         _____          _____
 18        _____         _____          _____
 19        _____         _____          _____
 20        _____         _____          _____
</TABLE>
 
     The hypothetical  investment rates of return shown in this illustration are
for  illustrative  purposes only. You should not deem them a  representation  of
past or future investment rates of return. Actual rates of return may be more or
less than  those  shown and will  depend on a number of  factors  including  the
investment performance of the Investment Options you select.
 
     The  Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value for a
Policy  would differ from those shown in this  illustration  if the actual gross
annual rates of return averaged 0.00%,  6.00% and 12.00% over a period of years,
but also fluctuated  above or below those averages for individual  Policy Years.
The Death  Proceeds,  Accumulation  Value and Cash Surrender Value would also be
different if you make any Policy loans or partial surrenders.
 
     No  representation  can  be  made  by  BMA,  the  Separate  Account  or the
underlying  portfolios that these  hypothetical  rates of return can be achieved
for any one year or sustained over a period of time.

                                    VERION B
 
                         ILLUSTRATION OF POLICY VALUES
 
     In order to show You how the Policy  works,  We created  some  hypothetical
examples.  We  chose  two  males  ages  45 and  55  and a  female  age  50.  Our
hypothetical insureds are in good health, do not smoke and qualify for preferred
non-tobacco  rates.  The  initial and  Planned  Premiums  are shown in the upper
portion of each illustration.  The Death Proceeds,  Accumulation Values and Cash
Surrender  Values  would be  lower  if the  Primary  Insured  was in a  standard
non-tobacco,  tobacco or special Rate Class since the cost of insurance  charges
would increase.
 
     There are three illustrations--all of which are based on the above. We also
assumed that the underlying  Investment  Option had gross rates of return of 0%,
6%, 12%. This means that the underlying Investment Option would earn these rates
of  return  before  the  deduction  of the  operating  expenses  (including  the
management  fees).  When  these  costs are taken  into  account,  the net annual
investment  return  rates  (net of an average  of  approximately  ___% for these
charges) are approximately ____%, ____% and _____%.
 
     It is important to be aware that this illustration  assumes a level rate of
return for all years.  If the actual  rate of return  moves up and down over the
years  instead  of  remaining  level,  this  may  make a big  difference  in the
long-term  investment  results of Your Policy. In order to properly show You how
the Policy actually works, We calculated values for the Accumulation Value, Cash
Surrender Value and the Death Proceeds. The Death Proceeds are the Death Benefit
minus any outstanding loans and loan interest accrued.

     We used the charges We described in the Expenses Section of the Prospectus.
These charges are: (1) Premium Charge;  (2) Policy Charge;  and (3) Risk Charge.
We also deducted for the cost of insurance based on both the current charges and
the guaranteed charges.  The values also assume that each Investment Option will
incur  expenses  annually  which are  assumed  to be  approximately  ___% of the
average net assets of the Investment Option. This is the average of the fees and
expenses of the  Investment  Options in 1998 or  estimated  (for new  Investment
Options)  through  1999.  The expenses of ___% reflect the  voluntary  waiver of
certain advisory fees and/or the reimbursement of operating expenses for certain
Investment Options (as noted under Expenses--Investment  Option Expenses in Part
I of this  prospectus).  If the  advisory  fees had not been  waived  and/or  if
expenses  had  not  been  reimbursed,  the  average  expenses  would  have  been
approximately  _____%.  The investment  advisers  currently  anticipate that the
current waiver and/or reimbursement  arrangements will continue through at least
___________  to the extent  necessary  to maintain  the total  annual  portfolio
expense levels as described under  Expenses--Investment  Option Expenses. If the
waiver and/or reimbursement arrangements were not in effect, the Death Proceeds,
Accumulation  Values and the Cash  Surrender  Values shown in the  illustrations
below would be lower. The illustration assumes no loans were taken.
 
     There is also a column  labeled  "Premiums  Accumulated  at 5% Interest Per
Year." This shows how the Premium grows if it was invested at 5% per year.
 
     We will furnish You, upon request, a comparable  personalized  illustration
reflecting the proposed insured's Age, Rate Class, Specified Amount, the Planned
Premiums,  and reflecting  both the current cost of insurance and the guaranteed
cost of insurance.

[ILLUSTRATIONS WILL BE FILED BY AMENDMENT]
 
                                      A-1
<PAGE>
                                      BMA
                     ADVANTAGE VUL VARIABLE UNIVERSAL LIFE
 
                       MALE AGE 45 PREFERRED NON-TOBACCO
                          ASSUMING GUARANTEED CHARGES
                            PLANNED PREMIUM: $1,980
                       INITIAL SPECIFIED AMOUNT: $150,000
                          DEATH BENEFIT OPTION: LEVEL
<TABLE>
<CAPTION>
                                                                                                                 CASH SURRENDER
                                                                                                                      VALUE
                                                                                                                    ASSUMING
                                                                                                                  HYPOTHETICAL
                                                                                                                      GROSS
                                        DEATH PROCEEDS                           ACCUMULATION VALUE                  ANNUAL
               PREMIUMS          ASSUMING HYPOTHETICAL GROSS                ASSUMING HYPOTHETICAL GROSS            INVESTMENT
             ACCUMULATED         ANNUAL INVESTMENT RETURN OF                ANNUAL INVESTMENT RETURN OF             RETURN OF
                AT 5%      ----------------------------------------  ------------------------------------------  ---------------
  END OF     INTEREST PER    0% GROSS      6% GROSS     12% GROSS      0% GROSS       6% GROSS      12% GROSS       0% GROSS
POLICY YEAR      YEAR      (_____% NET)   (____% NET)  (_____% NET)  (_____% NET)    (____% NET)   (_____% NET)   (_____% NET)
- - -----------  ------------  -------------  -----------  ------------  -------------  -------------  ------------  ---------------
 
<S>          <C>           <C>            <C>          <C>           <C>            <C>            <C>           <C>
         1         2,079       150,000       150,000       150,000         1,054          _____          _____          _____
 
         2         4,262       150,000       150,000       150,000         2,231          _____          _____          _____
 
         3         6,554       150,000       150,000       150,000         3,350          _____          _____          _____
 
         4         8,961       150,000       150,000       150,000         4,409          _____          _____          _____
 
         5        11,488       150,000       150,000       150,000         5,403          _____          _____          _____
 
         6        14,141       150,000       150,000       150,000         6,332          _____          _____          _____
 
         7        16,927       150,000       150,000       150,000         7,187          _____          _____          _____
 
         8        19,853       150,000       150,000       150,000         7,959          _____          _____          _____
 
         9        22,924       150,000       150,000       150,000         8,643          _____          _____          _____
 
        10        26,149       150,000       150,000       150,000         9,227          _____          _____          _____
 
        11        29,536       150,000       150,000       150,000         9,774          _____          _____          _____
 
        12        33,092       150,000       150,000       150,000        10,205          _____          _____          _____
 
        13        36,825       150,000       150,000       150,000        10,514          _____          _____          _____
 
        14        40,746       150,000       150,000       150,000        10,693          _____          _____          _____
 
        15        44,862       150,000       150,000       150,000        10,726          _____          _____          _____
 
        16        49,184       150,000       150,000       150,000        10,596          _____          _____          _____
 
        17        53,722       150,000       150,000       150,000        10,285          _____          _____          _____
 
        18        58,487       150,000       150,000       150,000         9,766          _____          _____          _____
 
        19        63,491       150,000       150,000       150,000         9,007          _____          _____          _____
 
        20        68,744       150,000       150,000       150,000         7,975          _____          _____          _____
</TABLE>
 
<TABLE>
<CAPTION>
 
  END OF       6% GROSS      12% GROSS
POLICY YEAR   (____% NET)   (_____% NET)
- - -----------  -------------  ------------
<S>          <C>            <C>
         1         _____          _____
         2         _____          _____
         3         _____          _____
         4         _____          _____
         5         _____          _____
         6         _____          _____
         7         _____          _____
         8         _____          _____
         9         _____          _____
        10         _____          _____
        11         _____          _____
        12         _____          _____ 
        13         _____          _____
        14         _____          _____
        15         _____          _____
        16         _____          _____
        17         _____          _____
        18         _____          _____
        19         _____          _____
        20         _____          _____
</TABLE>
 
     The hypothetical  investment rates of return shown in this illustration are
for  illustrative  purposes only. You should not deem them a  representation  of
past or future investment rates of return. Actual rates of return may be more or
less than  those  shown and will  depend on a number of  factors  including  the
investment performance of the Investment Option(s) you select.
 
     The  Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value for a
Policy  would differ from those shown in this  illustration  if the actual gross
annual rates of return averaged 0.00%,  6.00% and 12.00% over a period of years,
but also fluctuated  above or below those averages for individual  Policy Years.
The Death  Proceeds,  Accumulation  Value and Cash Surrender Value would also be
different if you make any Policy loans or partial surrenders.
 
     No  representation  can  be  made  by  BMA,  the  Separate  Account  or the
underlying  portfolios that these  hypothetical  rates of return can be achieved
for any one year or sustained over a period of time.
 
                                      A-2
<PAGE>
                                      BMA
                     ADVANTAGE VUL VARIABLE UNIVERSAL LIFE
 
                       MALE AGE 45 PREFERRED NON-TOBACCO
                            ASSUMING CURRENT CHARGES
                            PLANNED PREMIUM: $1,980
                       INITIAL SPECIFIED AMOUNT: $150,000
                          DEATH BENEFIT OPTION: LEVEL
<TABLE>
<CAPTION>
                                                                                                                     CASH SURRENDER
                                                                                                                          VALUE
                                                                                                                        ASSUMING
                                                                                                                      HYPOTHETICAL
                                                                                                                          GROSS
                                         DEATH PROCEEDS                            ACCUMULATION VALUE                    ANNUAL
               PREMIUMS           ASSUMING HYPOTHETICAL GROSS                  ASSUMING HYPOTHETICAL GROSS             INVESTMENT
              ACCUMULATED         ANNUAL INVESTMENT RETURN OF                  ANNUAL INVESTMENT RETURN OF              RETURN OF
                 AT 5%      ----------------------------------------  ---------------------------------------------  ---------------
  END OF     INTEREST PER     0% GROSS      6% GROSS     12% GROSS       0% GROSS        6% GROSS       12% GROSS       0% GROSS
POLICY YEAR      YEAR       (_____% NET)   (____% NET)  (_____% NET)   (_____% NET)     (____% NET)   (_____% NET)    (_____% NET)
- - -----------  -------------  -------------  -----------  ------------  ---------------  -------------  -------------  -------------
 
<S>          <C>            <C>            <C>          <C>           <C>              <C>            <C>            <C>
         1         2,079        150,000       150,000       150,000          1,078           _____          _____           _____
 
         2         4,262        150,000       150,000       150,000          2,359           _____          _____           _____
 
         3         6,554        150,000       150,000       150,000          3,598           _____          _____           _____
 
         4         8,961        150,000       150,000       150,000          4,798           _____          _____           _____
 
         5        11,488        150,000       150,000       150,000          5,957           _____          _____           _____
 
         6        14,141        150,000       150,000       150,000          7,078           _____          _____           _____
 
         7        16,927        150,000       150,000       150,000          8,158           _____          _____           _____
 
         8        19,853        150,000       150,000       150,000          9,196           _____          _____           _____
 
         9        22,924        150,000       150,000       150,000         10,191           _____          _____           _____
 
        10        26,149        150,000       150,000       150,000         11,138           _____          _____           _____
 
        11        29,536        150,000       150,000       150,000         12,113           _____          _____           _____
 
        12        33,092        150,000       150,000       150,000         13,037           _____          _____           _____
 
        13        36,825        150,000       150,000       150,000         13,900           _____          _____           _____
 
        14        40,746        150,000       150,000       150,000         14,708           _____          _____           _____
 
        15        44,862        150,000       150,000       150,000         15,455           _____          _____           _____
 
        16        49,184        150,000       150,000       150,000         16,075           _____          _____           _____
 
        17        53,722        150,000       150,000       150,000         16,625           _____          _____           _____
 
        18        58,487        150,000       150,000       150,000         17,112           _____          _____           _____
 
        19        63,491        150,000       150,000       150,000         17,525           _____          _____           _____
 
        20        68,744        150,000       150,000       150,000         17,863           _____          _____           _____
</TABLE>
 
<TABLE>
<CAPTION>
 
  END OF       6% GROSS       12% GROSS
POLICY YEAR   (____% NET)   (_____% NET)
- - -----------  -------------  -------------
<S>          <C>            <C>
         1         _____          _____
         2         _____          _____
         3         _____          _____
         4         _____          _____
         5         _____          _____
         6         _____          _____
         7         _____          _____
         8         _____          _____
         9         _____          _____
        10         _____          _____
        11         _____          _____
        12         _____          _____
        13         _____          _____
        14         _____          _____
        15         _____          _____
        16         _____          _____
        17         _____          _____
        18         _____          _____
        19         _____          _____
        20         _____          _____
</TABLE>
 
     The hypothetical  investment rates of return shown in this illustration are
for  illustrative  purposes only. You should not deem them a  representation  of
past or future investment rates of return. Actual rates of return may be more or
less than  those  shown and will  depend on a number of  factors  including  the
investment performance of the Investment Option(s) you select.
 
     The  Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value for a
Policy  would differ from those shown in this  illustration  if the actual gross
annual rates of return averaged 0.00%,  6.00% and 12.00% over a period of years,
but also fluctuated  above or below those averages for individual  Policy Years.
The Death  Proceeds,  Accumulation  Value and Cash Surrender Value would also be
different if you make any Policy loans or partial surrenders.
 
     No  representation  can  be  made  by  BMA,  the  Separate  Account  or the
underlying  portfolios that these  hypothetical  rates of return can be achieved
for any one year or sustained over a period of time.
 
                                      A-3
<PAGE>
                                      BMA
                     ADVANTAGE VUL VARIABLE UNIVERSAL LIFE
 
                       MALE AGE 55 PREFERRED NON-TOBACCO
                          ASSUMING GUARANTEED CHARGES
                            PLANNED PREMIUM: $3,654
                       INITIAL SPECIFIED AMOUNT: $150,000
                          DEATH BENEFIT OPTION: LEVEL
<TABLE>
<CAPTION>
                                                                                                                   CASH SURRENDER
                                                                                                                        VALUE
                                                                                                                      ASSUMING
                                                                                                                    HYPOTHETICAL
                                                                                                                        GROSS
                                        DEATH PROCEEDS                            ACCUMULATION VALUE                   ANNUAL
               PREMIUMS          ASSUMING HYPOTHETICAL GROSS                 ASSUMING HYPOTHETICAL GROSS             INVESTMENT
             ACCUMULATED         ANNUAL INVESTMENT RETURN OF                 ANNUAL INVESTMENT RETURN OF              RETURN OF
                AT 5%      ----------------------------------------  --------------------------------------------  ---------------
  END OF     INTEREST PER    0% GROSS      6% GROSS     12% GROSS       0% GROSS        6% GROSS      12% GROSS       0% GROSS
POLICY YEAR      YEAR      (_____% NET)   (____% NET)  (_____% NET)   (_____% NET)     (____% NET)   (_____% NET)   (_____% NET)
- -----------  ------------  -------------  -----------  ------------  ---------------  -------------  ------------  ---------------
 
<S>          <C>           <C>            <C>          <C>           <C>              <C>            <C>           <C>
         1         3,837       150,000       150,000       150,000          1,954           _____          _____          _____
 
         2         7,865       150,000       150,000       150,000          3,951           _____          _____          _____
 
         3        12,095       150,000       150,000       150,000          6,671           _____          _____          _____
 
         4        16,537       150,000       150,000       150,000          7,515           _____          _____          _____
 
         5        21,200       150,000       150,000       150,000          9,063           _____          _____          _____
 
         6        26,097       150,000       150,000       150,000         10,440           _____          _____          _____
 
         7        31,238       150,000       150,000       150,000         11,631           _____          _____          _____
 
         8        36,637       150,000       150,000       150,000         12,614           _____          _____          _____
 
         9        42,306       150,000       150,000       150,000         13,365           _____          _____          _____
 
        10        48,258       150,000       150,000       150,000         13,856           _____          _____          _____
 
        11        54,507       150,000       150,000       150,000         14,177           _____          _____          _____
 
        12        61,069       150,000       150,000       150,000         14,192           _____          _____          _____
 
        13        67,959       150,000       150,000       150,000         13,869           _____          _____          _____
 
        14        75,194       150,000       150,000       150,000         13,177           _____          _____          _____
 
        15        82,790       150,000       150,000       150,000         12,073           _____          _____          _____
 
        16        90,767       150,000       150,000       150,000         10,489           _____          _____          _____
 
        17        99,142       150,000       150,000       150,000          8,253           _____          _____          _____
 
        18       107,936       150,000       150,000       150,000          5,420           _____          _____          _____
 
        19       117,169       150,000       150,000       150,000          1,761           _____          _____          _____
 
        20       126,864         Lapse       150,000       150,000          Lapse           _____          _____          _____
</TABLE>
 
<TABLE>
<CAPTION>
 
  END OF       6% GROSS      12% GROSS
POLICY YEAR   (____% NET)   (_____% NET)
- - -----------  -------------  ------------
<S>          <C>            <C>
         1         _____          _____
         2         _____          _____
         3         _____          _____
         4         _____          _____
         5         _____          _____
         6         _____          _____
         7         _____          _____
         8         _____          _____
         9         _____          _____
        10         _____          _____
        11         _____          _____
        12         _____          _____
        13         _____          _____
        14         _____          _____
        15         _____          _____
        16         _____          _____
        17         _____          _____
        18         _____          _____
        19         _____          _____
        20         _____          _____
</TABLE>
 
     The hypothetical  investment rates of return shown in this illustration are
for  illustrative  purposes only. You should not deem them a  representation  of
past or future investment rates of return. Actual rates of return may be more or
less than  those  shown and will  depend on a number of  factors  including  the
investment performance of the Investment Option(s) you select.
 
     The  Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value for a
Policy  would differ from those shown in this  illustration  if the actual gross
annual rates of return averaged 0.00%,  6.00% and 12.00% over a period of years,
but also fluctuated  above or below those averages for individual  Policy Years.
The Death  Proceeds,  Accumulation  Value and Cash Surrender Value would also be
different if you make any Policy loans or partial surrenders.
 
     No  representation  can  be  made  by  BMA,  the  Separate  Account  or the
underlying  portfolios that these  hypothetical  rates of return can be achieved
for any one year or sustained over a period of time.
 
                                      A-4
<PAGE>
                                      BMA
                     ADVANTAGE VUL VARIABLE UNIVERSAL LIFE
 
                       MALE AGE 55 PREFERRED NON-TOBACCO
                            ASSUMING CURRENT CHARGES
                            PLANNED PREMIUM: $3,654
                       INITIAL SPECIFIED AMOUNT: $150,000
                          DEATH BENEFIT OPTION: LEVEL
<TABLE>
<CAPTION>
                                                                                                                   CASH SURRENDER
                                                                                                                        VALUE
                                                                                                                      ASSUMING
                                                                                                                    HYPOTHETICAL
                                                                                                                        GROSS
                                        DEATH PROCEEDS                            ACCUMULATION VALUE                   ANNUAL
               PREMIUMS          ASSUMING HYPOTHETICAL GROSS                 ASSUMING HYPOTHETICAL GROSS             INVESTMENT
             ACCUMULATED         ANNUAL INVESTMENT RETURN OF                 ANNUAL INVESTMENT RETURN OF              RETURN OF
                AT 5%      ----------------------------------------  --------------------------------------------  ---------------
  END OF     INTEREST PER    0% GROSS      6% GROSS     12% GROSS       0% GROSS        6% GROSS      12% GROSS       0% GROSS
POLICY YEAR      YEAR      (_____% NET)   (____% NET)  (_____% NET)   (_____% NET)     (____% NET)   (_____% NET)   (_____% NET)
- - -----------  ------------  -------------  -----------  ------------  ---------------  -------------  ------------  ---------------
 
<S>          <C>           <C>            <C>          <C>           <C>              <C>            <C>           <C>
         1         3,837       150,000       150,000       150,000          2,261           _____          _____          _____
 
         2         7,865       150,000       150,000       150,000          4,671           _____          _____          _____
 
         3        12,095       150,000       150,000       150,000          6,991           _____          _____          _____
 
         4        16,537       150,000       150,000       150,000          9,220           _____          _____          _____
 
         5        21,200       150,000       150,000       150,000         11,354           _____          _____          _____
 
         6        26,097       150,000       150,000       150,000         13,395           _____          _____          _____
 
         7        31,238       150,000       150,000       150,000         15,336           _____          _____          _____
 
         8        36,637       150,000       150,000       150,000         17,177           _____          _____          _____
 
         9        42,306       150,000       150,000       150,000         18,908           _____          _____          _____
 
        10        48,258       150,000       150,000       150,000         20,517           _____          _____          _____
 
        11        54,507       150,000       150,000       150,000         22,122           _____          _____          _____
 
        12        61,069       150,000       150,000       150,000         22,614           _____          _____          _____
 
        13        67,959       150,000       150,000       150,000         24,990           _____          _____          _____
 
        14        75,194       150,000       150,000       150,000         26,248           _____          _____          _____
 
        15        82,790       150,000       150,000       150,000         27,368           _____          _____          _____
 
        16        90,767       150,000       150,000       150,000         28,041           _____          _____          _____
 
        17        99,142       150,000       150,000       150,000         28,519           _____          _____          _____
 
        18       107,936       150,000       150,000       150,000         28,833           _____          _____          _____
 
        19       117,169       150,000       150,000       155,783         28,969           _____          _____          _____
 
        20       126,864       150,000       150,000       172,896         28,887           _____          _____          _____
</TABLE>
 
<TABLE>
<CAPTION>
 
  END OF       6% GROSS      12% GROSS
POLICY YEAR   (____% NET)   (_____% NET)
- - -----------  -------------  ------------
<S>          <C>            <C>
         1         _____          _____
         2         _____          _____
         3         _____          _____
         4         _____          _____
         5         _____          _____
         6         _____          _____
         7         _____          _____
         8         _____          _____
         9         _____          _____
        10         _____          _____
        11         _____          _____
        12         _____          _____
        13         _____          _____
        14         _____          _____
        15         _____          _____
        16         _____          _____
        17         _____          _____
        18         _____          _____
        19         _____          _____
        20         _____          _____
</TABLE>
 
     The hypothetical  investment rates of return shown in this illustration are
for  illustrative  purposes only. You should not deem them a  representation  of
past or future investment rates of return. Actual rates of return may be more or
less than  those  shown and will  depend on a number of  factors  including  the
investment performance of the Investment Option(s) you select.
 
     The  Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value for a
Policy  would differ from those shown in this  illustration  if the actual gross
annual rates of return averaged 0.00%,  6.00% and 12.00% over a period of years,
but also fluctuated  above or below those averages for individual  Policy Years.
The Death  Proceeds,  Accumulation  Value and Cash Surrender Value would also be
different if you make any Policy loans or partial surrenders.
 
     No  representation  can  be  made  by  BMA,  the  Separate  Account  or the
underlying  portfolios that these  hypothetical  rates of return can be achieved
for any one year or sustained over a period of time.
 
                                      A-5
<PAGE>
                                      BMA
                     ADVANTAGE VUL VARIABLE UNIVERSAL LIFE
 
                      FEMALE AGE 50 PREFERRED NON-TOBACCO
                          ASSUMING GUARANTEED CHARGES
                            PLANNED PREMIUM: $2,232
                       INITIAL SPECIFIED AMOUNT: $150,000
                          DEATH BENEFIT OPTION: LEVEL
<TABLE>
<CAPTION>
                                                                                                                     CASH SURRENDER
                                                                                                                          VALUE
                                                                                                                        ASSUMING
                                                                                                                      HYPOTHETICAL
                                                                                                                          GROSS
                                         DEATH PROCEEDS                            ACCUMULATION VALUE                    ANNUAL
               PREMIUMS           ASSUMING HYPOTHETICAL GROSS                  ASSUMING HYPOTHETICAL GROSS             INVESTMENT
              ACCUMULATED         ANNUAL INVESTMENT RETURN OF                  ANNUAL INVESTMENT RETURN OF              RETURN OF
                 AT 5%      ----------------------------------------  ---------------------------------------------  ---------------
  END OF     INTEREST PER     0% GROSS      6% GROSS     12% GROSS       0% GROSS        6% GROSS       12% GROSS       0% GROSS
POLICY YEAR      YEAR       (_____% NET)   (____% NET)  (_____% NET)   (_____% NET)     (____% NET)   (_____% NET)    (_____% NET)
- - -----------  -------------  -------------  -----------  ------------  ---------------  -------------  -------------  -------------
 
<S>          <C>            <C>            <C>          <C>           <C>              <C>            <C>            <C>
         1         2,344        150,000       150,000       150,000          1,160           _____          _____           _____
 
         2         4,804        150,000       150,000       150,000          2,438           _____          _____           _____
 
         3         7,388        150,000       150,000       150,000          3,649           _____          _____           _____
 
         4        10,101        150,000       150,000       150,000          4,785           _____          _____           _____
 
         5        12,950        150,000       150,000       150,000          5,847           _____          _____           _____
 
         6        15,941        150,000       150,000       150,000          6,832           _____          _____           _____
 
         7        19,082        150,000       150,000       150,000          7,741           _____          _____           _____
 
         8        22,379        150,000       150,000       150,000          8,576           _____          _____           _____
 
         9        25,842        150,000       150,000       150,000          9,340           _____          _____           _____
 
        10        29,478        150,000       150,000       150,000         10,031           _____          _____           _____
 
        11        33,295        150,000       150,000       150,000         10,718           _____          _____           _____
 
        12        37,303        150,000       150,000       150,000         11,312           _____          _____           _____
 
        13        41,512        150,000       150,000       150,000         11,790           _____          _____           _____
 
        14        45,931        150,000       150,000       150,000         12,125           _____          _____           _____
 
        15        50,572        150,000       150,000       150,000         12,292           _____          _____           _____
 
        16        55,444        150,000       150,000       150,000         12,276           _____          _____           _____
 
        17        60,559        150,000       150,000       150,000         12,066           _____          _____           _____
 
        18        65,931        150,000       150,000       150,000         11,655           _____          _____           _____
 
        19        71,571        150,000       150,000       150,000         11,042           _____          _____           _____
 
        20        77,493        150,000       150,000       150,000         10,209           _____          _____           _____
</TABLE>
 
<TABLE>
<CAPTION>
 
  END OF       6% GROSS       12% GROSS
POLICY YEAR   (____% NET)   (_____% NET)
- - -----------  -------------  -------------
<S>          <C>            <C>
         1         _____          _____
         2         _____          _____
         3         _____          _____
         4         _____          _____
         5         _____          _____
         6         _____          _____
         7         _____          _____
         8         _____          _____
         9         _____          _____
        10         _____          _____
        11         _____          _____
        12         _____          _____
        13         _____          _____
        14         _____          _____
        15         _____          _____
        16         _____          _____
        17         _____          _____
        18         _____          _____
        19         _____          _____
        20         _____          _____
</TABLE>
 
     The hypothetical  investment rates of return shown in this illustration are
for  illustrative  purposes only. You should not deem them a  representation  of
past or future investment rates of return. Actual rates of return may be more or
less than  those  shown and will  depend on a number of  factors  including  the
investment performance of the Investment Option(s) you select.
 
     The  Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value for a
Policy  would differ from those shown in this  illustration  if the actual gross
annual rates of return averaged 0.00%,  6.00% and 12.00% over a period of years,
but also fluctuated  above or below those averages for individual  Policy Years.
The Death  Proceeds,  Accumulation  Value and Cash Surrender Value would also be
different if you make any Policy loans or partial surrenders.
 
     No  representation  can  be  made  by  BMA,  the  Separate  Account  or the
underlying  portfolios that these  hypothetical  rates of return can be achieved
for any one year or sustained over a period of time.
 
                                      A-6
<PAGE>
                                      BMA
                     ADVANTAGE VUL VARIABLE UNIVERSAL LIFE
 
                      FEMALE AGE 50 PREFERRED NON-TOBACCO
                            ASSUMING CURRENT CHARGES
                            PLANNED PREMIUM: $2,232
                       INITIAL SPECIFIED AMOUNT: $150,000
                          DEATH BENEFIT OPTION: LEVEL
<TABLE>
<CAPTION>
                                                                                                                     CASH SURRENDER
                                                                                                                          VALUE
                                                                                                                        ASSUMING
                                                                                                                      HYPOTHETICAL
                                                                                                                          GROSS
                                         DEATH PROCEEDS                            ACCUMULATION VALUE                    ANNUAL
               PREMIUMS           ASSUMING HYPOTHETICAL GROSS                  ASSUMING HYPOTHETICAL GROSS             INVESTMENT
              ACCUMULATED         ANNUAL INVESTMENT RETURN OF                  ANNUAL INVESTMENT RETURN OF              RETURN OF
                 AT 5%      ----------------------------------------  ---------------------------------------------  ---------------
  END OF     INTEREST PER     0% GROSS      6% GROSS     12% GROSS       0% GROSS        6% GROSS       12% GROSS       0% GROSS
POLICY YEAR      YEAR       (_____% NET)   (____% NET)  (_____% NET)   (_____% NET)     (____% NET)   (_____% NET)    (_____% NET)
- - -----------  -------------  -------------  -----------  ------------  ---------------  -------------  -------------  -------------
 
<S>          <C>            <C>            <C>          <C>           <C>              <C>            <C>            <C>
         1         2,344        150,000       150,000       150,000          1,226           _____          _____           _____
 
         2         4,804        150,000       150,000       150,000          2,655           _____          _____           _____
 
         3         7,388        150,000       150,000       150,000          4,042           _____          _____           _____
 
         4        10,101        150,000       150,000       150,000          5,385           _____          _____           _____
 
         5        12,950        150,000       150,000       150,000          6,684           _____          _____           _____
 
         6        15,941        150,000       150,000       150,000          7,940           _____          _____           _____
 
         7        19,082        150,000       150,000       150,000          9,155           _____          _____           _____
 
         8        22,379        150,000       150,000       150,000         10,329           _____          _____           _____
 
         9        25,842        150,000       150,000       150,000         11,472           _____          _____           _____
 
        10        29,478        150,000       150,000       150,000         12,582           _____          _____           _____
 
        11        33,295        150,000       150,000       150,000         13,746           _____          _____           _____
 
        12        37,303        150,000       150,000       150,000         14,876           _____          _____           _____
 
        13        41,512        150,000       150,000       150,000         15,964           _____          _____           _____
 
        14        45,931        150,000       150,000       150,000         16,993           _____          _____           _____
 
        15        50,572        150,000       150,000       150,000         17,980           _____          _____           _____
 
        16        55,444        150,000       150,000       150,000         18,865           _____          _____           _____
 
        17        60,559        150,000       150,000       150,000         19,707           _____          _____           _____
 
        18        65,931        150,000       150,000       150,000         20,502           _____          _____           _____
 
        19        71,571        150,000       150,000       150,000         21,263           _____          _____           _____
 
        20        77,493        150,000       150,000       150,000         21,990           _____          _____           _____
</TABLE>
 
<TABLE>
<CAPTION>
 
  END OF       6% GROSS       12% GROSS
POLICY YEAR   (____% NET)   (_____% NET)
- - -----------  -------------  -------------
<S>          <C>            <C>
         1         _____          _____
         2         _____          _____
         3         _____          _____
         4         _____          _____
         5         _____          _____
         6         _____          _____
         7         _____          _____
         8         _____          _____
         9         _____          _____
        10         _____          _____
        11         _____          _____
        12         _____          _____
        13         _____          _____
        14         _____          _____
        15         _____          _____
        16         _____          _____
        17         _____          _____
        18         _____          _____
        19         _____          _____
        20         _____          _____
</TABLE>
 
     The hypothetical  investment rates of return shown in this illustration are
for  illustrative  purposes only. You should not deem them a  representation  of
past or future investment rates of return. Actual rates of return may be more or
less than  those  shown and will  depend on a number of  factors  including  the
investment performance of the Investment Option(s) you select.
 
     The  Death  Proceeds,  Accumulation  Value and Cash  Surrender  Value for a
policy  would differ from those shown in this  illustration  if the actual gross
annual rates of return averaged 0.00%,  6.00% and 12.00% over a period of years,
but also fluctuated  above or below those averages for individual  Policy Years.
The Death  Proceeds,  Accumulation  Value and Cash Surrender Value would also be
different if you make any Policy loans or partial surrenders.
 
     No  representation  can  be  made  by  BMA,  the  Separate  Account  or the
underlying  portfolios that these  hypothetical  rates of return can be achieved
for any one year or sustained over a period of time.
 

APPENDIX B - RATES OF RETURN

From time to time, We may report  different types of historical  performance for
the Investment  Options  available  under the Policy.  We may report the average
annual total returns of the funds over various time  periods.  Such returns will
reflect the operating expenses (including management fees) of the funds, but not
deductions  at the Separate  Account or Policy level for Risk Charges and Policy
expenses, which, if included, would reduce performance.  See Section 4. Expenses
for a discussion of the charges and deductions from a Policy.

At the request of a purchaser,  BMA will accompany the returns of the funds with
at least one of the  following:  (i) returns,  for the same periods as shown for
the funds,  which  include  deductions  under the Separate  Account for the Risk
Charge in  addition to the  deductions  of fund  expenses,  but does not include
other charges under the Policy;  or (ii) an illustration of Accumulation  Values
and  Cash  Surrender  Values  as  of  the  performance   reporting  date  for  a
hypothetical  Insured of given age, gender, risk  classification,  premium level
and initial  Specified  Amount.  The illustration will be based either on actual
historic fund performance or on a hypothetical  investment return between 0% and
12% as requested by the purchaser.  The Cash Surrender Value figures will assume
all fund charges,  the Risk Charge,  and all other Policy  charges are deducted.
The  Accumulation  Value  figures will assume all charges  except the  Surrender
Charges are deducted.

We also may distribute sales literature  comparing the percentage  change in the
net asset values of the funds or in the Accumulation  Unit Values for any of the
Investment Options to established market indices,  such as the Standard & Poor's
500 Composite Stock Price Index and the Dow Jones  Industrial  Average.  We also
may make  comparisons to the  percentage  change in values of other mutual funds
with  investment  objectives  similar to those of the  Investment  Options being
compared.

The chart below shows the Effective Annual Rates of Return of the funds based on
the actual investment performance (after deduction of investment management fees
and direct operating expenses of the funds). These rates do not reflect the Risk
Charge  assessed.  The rates do not reflect  deductions from premiums or Monthly
Deductions  assessed against the Accumulation  Value of the Policy,  nor do they
reflect the Policy's  Surrender  Charges.  (For a discussion  of these  charges,
please see Section 4. - Expenses.)  Therefore,  these rates are not illustrative
of how actual  investment  performance will affect the benefits under the Policy
(see, however, Appendix A - Illustration of Policy Values).

The rates of return shown are not indicative of future performance.  These rates
of  return  may  be  considered,   however,  in  assessing  the  competence  and
performance of the investment advisers.

   
<TABLE>
<CAPTION>
                                    PORTFOLIO
                                    INCEPTION                                 10 YEARS/
INVESTMENT OPTION                   DATE              1 YEAR     5 YEARS      SINCE INCEPTION
- -------------------------           ---------         ------     -------      ---------------
<S>                                 <C>               <C>        <C>           <C>
INVESTORS MARK SERIES FUND, INC.
  Intermediate Fixed Income
  Mid Cap Equity
  Money Market
  Global Fixed Income
  Small Cap Equity
  Large Cap Growth
  Large Cap Value
  Growth & Income
  Balanced

BERGER INSTITUTIONAL PRODUCTS TRUST
  Berger IPT--100
  Berger IPT--Growth and Income
  Berger IPT--Small Company Growth
  Berger/BIAM IPT - International

CONSECO SERIES TRUST
  Asset Allocation
  Common Stock
  Corporate Bond
  Government Securities

THE ALGER AMERICAN FUND
  Alger American Growth
  Alger American Leveraged AllCap
  Alger American MidCap Growth
  Alger American Small Capitalization

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
  VP Income & Growth
  VP International
  VP Value

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH
FUND, INC.
  
DREYFUS STOCK INDEX FUND

DREYFUS VARIABLE INVESTMENT FUND
  Disciplined Stock
  International Value

FEDERATED INSURANCE SERIES
  Federated High Income Bond II
  Federated International Equity II
  Federated Utility II

INVESCO VARIABLE INVESTMENT FUNDS, INC.
  INVESCO VIF - High Yield
  INVESCO VIF - Industrial Income

LAZARD RETIREMENT SERIES, INC.
  Lazard Retirement Equity
  Lazard Retirement Small Cap

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
  Limited Maturity Bond
  Partners

STRONG OPPORTUNITY FUND II, INC.
  Opportunity Fund II

STRONG VARIABLE INSURANCE FUNDS, INC.
  Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST
  Worldwide Bond
  Worldwide Emerging Markets
  Worldwide Hard Assets
  Worldwide Real Estate
</TABLE>
    

The  figures  shown in this chart do not  reflect  any  charges at the  Separate
Account or the Policy level.


                                     PART II

                           UNDERTAKING TO FILE REPORTS

a. Subject to the terms and  conditions of Section 15(d) of the  Securities  and
Exchange Act of 1934, the undersigned  registrant hereby undertakes to file with
the  Securities  and  Exchange   Commission  such   supplementary  and  periodic
information,  documents  and  reports  as  may be  prescribed  by  any  rule  or
regulation of the Commission  heretofore or hereafter  duly adopted  pursuant to
authority confined in that section.

b. Pursuant to Investment  Company Act Section 26(e),  Business Men's  Assurance
Company of  America  ("Company")  hereby  represents  that the fees and  charges
deducted under the Policy  described in the  Prospectus,  in the aggregate,  are
reasonable  in relation to the services  rendered,  the expenses  expected to be
incurred, and the risks assumed by the Company.

                                 INDEMNIFICATION

The Bylaws of the Company (Article IV) provide that:

Section 1:  Indemnification.  Each person who is or was a  Director,  officer or
employee  of  the  Corporation  or is or  was  serving  at  the  request  of the
Corporation  as  a  Director,   officer  or  employee  of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise  (including the heirs,
executors,  administrators or estate of such person) shall be indemnified by the
Corporation as a right to the full extent permitted or authorized by the laws of
the State of Missouri,  as now in effect and as hereafter  amended,  against any
liability,   judgment,  fine,  amount  paid  in  settlement,  cost  and  expense
(including  attorneys' fees) asserted or threatened against and incurred by such
person in his capacity as or arising out of his status as a Director, officer or
employee of the Corporation, or if serving at the request of the Corporation, as
a  Director,  officer or  employee of another  corporation,  partnership,  joint
venture, trust or other enterprise.  The indemnification  provided by this Bylaw
provision shall not be exclusive of any other rights to which those  indemnified
may be  entitled  under  any  other  bylaw  or  under  any  agreement,  vote  of
shareholders or disinterested directors or otherwise, and shall not limit in any
way any right  which  the  Corporation  may have to make  different  or  further
indemnifications  with  respect to the same or  different  persons or classes of
persons.

Without  limiting the foregoing,  the Corporation is authorized to enter into an
agreement with any Director,  officer or employee of the  Corporation  providing
indemnification  for such person against  expenses,  including  attorneys' fees,
judgments, fines and amounts paid in settlement that result from any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative,  including any action by or in the right of the
Corporation,  that  arises by  reason  of the fact that such  person is or was a
Director,  officer or employee of the  Corporation,  or is or was serving at the
request  of the  Corporation  as a  Director,  officer  or  employee  of another
corporation,  partnership, joint venture, trust or other enterprise, to the full
extent allowed by law,  whether or not such  indemnification  would otherwise be
provided for in this Bylaw,  except that no such agreement  shall  indemnify any
person from or on account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted for directors and officers or  controlling  persons of the
Company  pursuant to the foregoing,  or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                       CONTENTS OF REGISTRATION STATEMENT

The Registration Statement comprises the papers and documents:

   The facing sheet

   The Prospectus consisting of 100 pages.

   Undertakings to file reports.

   The signatures.

   Written consents of the following persons: Consent of Actuary

   The following exhibits.

A.         Copies of all exhibits required by paragraph A of instructions for
           Exhibits in Form N-8B-2.

1.         Resolution of the Board of Directors of the Company*
2.         Not Applicable
3.a.       Form of Co-Principal Underwriters' Agreement**
3.b.       Form of Selling Agreements** 
3.c.       Schedule of Commissions**
4.         Not Applicable
5.         Flexible Premium Adjustable Variable Life Insurance Policy*
6.a.       Articles of Incorporation of the Company*
6.b.       Bylaws of the Company*
7.         Not Applicable
8.         Form of Fund Participation Agreements**
9.         Form of Reinsurance Agreement**
10.        Application Form**
11.        Powers of Attorney*

B.         Opinion and Consent of Counsel (to be filed by amendment)

C.         Consent of Actuary (to be filed by amendment)

D.         Consent of Independent Auditors (to be filed by amendment)

*Incorporated by reference to Form S-6 (File No. 333-52689) electronically
filed on May 14, 1998.

**Incorporated by reference to Pre-Effective Amendment No. 1 (File No. 333-
52689) electronically filed on August 28, 1998.


                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the registrant has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned  thereunto  duly  authorized in the City of Kansas City and State of
Missouri on this 8th day of February, 1999.

                                            BMA VARIABLE LIFE ACCOUNT A
                                            Registrant

                                            By: BUSINESS MEN'S ASSURANCE
                                            COMPANY OF AMERICA

                                            By:/s/DAVID A. GATES
                                            ------------------------------


                                            BUSINESS MEN'S ASSURANCE
                                            COMPANY OF AMERICA

                                            By:/s/MICHAEL K. DEARDORFF
                                            ----------------------------


Attest:

/S/ PEGGY HEIDKAMP
- ----------------------------
(Name)

Vice President, Financial Group Operations
- --------------------------------------
Title


 
Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated.


<TABLE>
<CAPTION>
<S>                                         <C>                                                  <C>
SIGNATURE                                             TITLE                                       DATE
- ---------                                             -----                                       ----

Giorgio Balzer*                             Director, Chairman of the Board                      2/8/99
- -------------------------                                                                        -------
Giorgio Balzer                              and Chief Executive Officer                            Date

Thomas Morton Bloch*                        Director                                             2/8/99
- -------------------------                                                                        -------
Thomas Morton Bloch                                                                                Date

Gianguido Castagno*                         Director                                             2/8/99
- -------------------------                                                                        -------
Gianguido Castagno                                                                                 Date

William Thomas Grant II *                   Director                                             2/8/99
- -------------------------                                                                        -------
William Thomas Grant II                                                                            Date

Donald Joyce Hall, Jr.*                     Director                                             2/8/99
- -------------------------                                                                        -------
Donald Joyce Hall, Jr.                                                                             Date

Allan Drue Jennings*                        Director                                             2/8/99
- -------------------------                                                                        -------
Allan Drue Jennings                                                                                Date

David Woods Kemper*                         Director                                             2/8/99
- -------------------------                                                                        -------
David Woods Kemper                                                                                 Date

Giorgio Liveris*                            Director                                             2/8/99
- -------------------------                                                                        -------
Giorgio Liveris                                                                                    Date

John Kessander Lundberg*                    Director                                             2/8/99
- -------------------------                                                                        -------
John Kessander Lundberg                                                                            Date
 
John Pierre Mascotte*                       Director                                             2/8/99
- -------------------------                                                                        -------
John Pierre Mascotte                                                                               Date

Giovanni Perissinotto*                      Director                                             2/8/99
- -------------------------                                                                        -------
Giovanni Perissinotto                                                                              Date

/s/ROBERT T. RAKICH                         Director, President and Chief                        2/8/99
- -------------------------                                                                        -------
Robert Thomas Rakich                        Operating Officer                                      Date

/s/VERNON W. VOORHEES II                    Director, Senior Vice President -                    2/8/99
- ---------------------------                                                                      -------
Vernon Wirt Voorhees II                     Corporate Services & Secretary                         Date

/s/DAVID L. HIGLEY                          Senior Vice President & Chief                        2/8/99
- -------------------------                                                                        -------
David Lee Higley                            Financial Officer                                      Date

/s/SUSAN A. SWEENEY                         Vice President - Treasurer &                         2/8/99
- -------------------------                                                                        -------
Susan Annette Sweeney                       Controller                                             Date
</TABLE>

*By:/s/ROBERT T. RAKICH
    --------------------
     Attorney-in-Fact

*By:/s/VERNON W. VOORHEES II
     --------------------
     Attorney-in-Fact


                            INDEX TO EXHIBITS

                       (to be filed by amendment)


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission