As filed with the Securities and Exchange Commission on August 28, 2000
File No. 33-89984
File No. 811-8994
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 7 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 7 [X]
KANSAS CITY LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
(Exact Name of Registrant)
KANSAS CITY LIFE INSURANCE COMPANY
(Name of Depositor)
3520 Broadway
Kansas City, Missouri 64141-6139
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number: (816) 753-7000
C. John Malacarne
3520 Broadway
Kansas City, Missouri 64141-6139
(Name and Address of Agent for Service of Process)
Copy to:
Stephen E. Roth, Esquire
Sutherland, Asbill & Brennan, LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415
It is proposed that this filing will become effective:
____ immediately upon filing pursuant to paragraph (b) of Rule 485 _X__ On
August 29, 2000 pursuant to paragraph (b) of Rule 485 ____ 60 days after filing
pursuant to paragraph (a)(1) of Rule 485 ___ on (date) pursuant to paragraph
(a)(1) of Rule 485
Title of securities being registered: Individual Flexible Premium Deferred
Variable Annuity Contracts
Part A, The Prospectus, and Part B, The Statement of Additional Information, are
incorporated by reference to the prospectus and statement of additional
information included in registrant's post-effective Amendment No. 6 to Form N-4,
Registration No. 33-89984 filed on April 27, 2000.
Supplement Dated August 29, 2000 to Prospectus Dated May 1, 2000
Kansas City Life Variable Annuity Separate Account
Variable Annuity Contract
Effective August 29, 2000, we are adding nine Subaccounts to the product. This
Supplement revises the Prospectus to provide information on these nine
Subaccounts and the corresponding Funds. This Supplement also provides new
information regarding changes to the Transfer Privilege of the Prospectus.
This Supplement adds information to the following six sections of the
Prospectus:
o Front page-Listing of Additional Funds
o The Funds
o Table of Expenses
o Examples
o Condensed Financial Information
o Transfer Privilege
Front Page--Listing of Additional Funds
We are adding the following portfolios of a designated mutual fund ("Funds") to
the listing on the front page of the Prospectus.
Federated Insurance Series Manager
Federated International Small Company Fund II Federated Global Investment
Management Corp.
Franklin Templeton Variable Insurance Products Manager
Trust
Franklin Small Cap Fund (Class 2) Franklin Advisers, Inc.
Franklin Real Estate Fund (Class 2) Franklin Advisers, Inc.
Templeton Developing Markets Securities Fund Templeton Asset Management Ltd.
(Class2)
AIM Variable Insurance Funds Manager
AIM V.I. Dent Demographic Trends Fund A I M Advisors, Inc.
AIM V.I. Telecommunications and Technology Fund
AIM V.I. Value Fund
Seligman Portfolios, Inc. Manager
Seligman Capital Portfolio (Class 2) J. & W. Seligman & Co.
Seligman Communications and Information Portfolio Incorporated
(Class 2)
The Funds
We are adding the investment objectives for each of the additional Portfolios to
The Funds section of the Prospectus beginning on page 11. The accompanying
prospectuses for the Funds describe these portfolios. You should also carefully
read the individual prospectuses for each of the Funds along with this
Prospectus. Please keep these prospectuses for future reference.
Please note that not all Funds may be available in California.
Federated Insurance Series
(Manager: Federated Global Investment Management Corp.)
Federated International Small Company Fund II. The investment objective is
to provide long-term growth of capital. The Fund pursues its investment
objective by investing at least 65% of its assets in equity securities of
foreign companies that have a market capitalization at the time of purchase of
$1.5 billion or less.
Franklin Templeton Variable Insurance Products Trust
Franklin Small Cap Fund (Class 2) (Manager: Franklin Advisers, Inc.). The
Fund's investment goal is long-term capital growth. Under normal market
conditions, the Fund will invest at least 65% of its total assets in the equity
securities of U.S. small capitalization (small cap) companies. For this Fund,
small cap companies are those companies with market cap values not exceeding (i)
$1.5 billion; or (ii) the highest market cap value in the Russell 2000 Index;
whichever is greater at the time of purchase.
Franklin Real Estate Fund (Class 2) (Manager: Franklin Advisers, Inc). The
Fund's principal investment goal is capital appreciation. Its secondary goal is
to earn current income. Under normal market conditions, the Fund will invest at
least 65% of its total assets in securities of companies operating in the real
estate industry.
Templeton Developing Markets Securities Fund (Class 2) (Manager: Templeton
Asset Management Ltd.) The Fund's investment goal is long-term capital
appreciation. Under normal market conditions, the Fund will invest at least 65%
of its total assets in emerging market equity securities.
AIM Variable Insurance Funds
(Manager: A I M Advisors, Inc.)
AIM V.I. Dent Demographic Trends Fund. The investment objective is
long-term growth of capital. The Fund seeks to meet its objective by investing
in securities of companies that are likely to benefit from changing demographic,
economic and lifestyle trends.
AIM V.I. Telecommunications and Technology Fund. The investment objective
is long-term growth of capital. The Fund seeks to meet its objective by
investing primarily in equity securities of companies throughout the world
engaged in the development, manufacture or sale of telecommunications and
technology services or equipment.
AIM V.I. Value Fund. The investment objective is to achieve long-term
growth of capital. Income is a secondary objective. The Fund seeks to meet its
objectives by investing primarily in equity securities judged by the Fund's
investment advisor to be undervalued relative to the investment advisor's
appraisal of the current or projected earnings of the companies issuing the
securities or relative to the equity market generally.
Seligman Portfolios, Inc.
(Manager: J. & W. Seligman & Co. Incorporated)
Seligman Capital Portfolio (Class 2). The objective is capital
appreciation. The Portfolio invests primarily in the common stock of
medium-sized U.S. companies.
Seligman Communications and Information Portfolio (Class 2). The
Portfolio's objective is capital gain. The Portfolio seeks to achieve this
objective by investing at least 80% of its net assets, exclusive of government
securities, short-term notes, and cash and cash equivalents, in securities of
companies operating in the communications, information and related industries.
The Portfolio generally invests at least 65% of its total assets in securities
of companies engaged in these industries.
Table of Expenses
The following information is added to the Table of Expenses beginning on page 4
of the Prospectus.
Federated
International
Small Company
Fund II
Federated Insurance Series Annual Expenses
(as a percentage of average net assets)
Management Fees (Investment Advisory Fees) 10/ 1.25%
Rule 12b-1 Fees 11/ 0.25%
Shareholder Services Fees 12/ 0.25%
Other Expenses 13/ 1.00%
Total Annual Fund Expenses 2.75%
Waiver of Fund Expenses 14/ (0.25%)
Net Annual Fund Expenses 14/ 2.50%
Templeton
Developing
Franklin Franklin Markets
Small Cap Real Estate Securities
Fund Fund Fund
(Class 2) 17/(Class 2) (Class 2) 18/
Franklin Templeton Variable Insurance
Products Trust Annual Expenses
(as a percentage of average net assets)
Management Fees (Investment Advisory Fees)0.55% 0.56% 15/ 1.25%
Rule 12b-1 Fees 16/ 0.25% 0.25% 0.25%
Other Expenses 0.27% 0.02% 0.31%
Total Annual Fund Expenses 1.07% 0.83% 1.81%
AIM V.I. AIM V.I. AIM V.I
Dent Telecommunications Value
Demographic and Technology Fund
Trends Fund Fund
A I M Variable Insurance Funds
Annual Expenses
(as a percentage of average net assets)
Management Fees (Investment Advisory Fees)0.85% 19/ 1.00% 0.61%
Other Expenses 0.55% 20/ 0.27% 0.15%
Total Annual Fund Expenses 1.40% 1.27% 0.76%
Seligman
Communications
Seligman Capital and Information
Portfolio Portfolio
(Class 2) (Class 2)
Seligman Portfolios, Inc. Annual Expenses
(as a percentage of average net assets)
Management Fees (Investment Advisory Fees) 0.40% 0.75%
Rule 12b-1 Fees 21/ 0.25% 0.25%
Other Expenses 0.19% 0.11%
Total Annual Fund Expenses 0.84% 1.11%
Waiver of Fund Expenses NA 22/ NA 22/
Net Annual Fund Expenses 0.84% 22/ 1.11% 22/
10/ The adviser expects to voluntarily waive a portion of the management fee.
The adviser can terminate this waiver at any time. The maximum management fee is
1.25%.
11/ The Fund has no present intention of paying or accruing the distribution fee
during the fiscal year ending December 31, 2000. The maximum distribution fee is
0.25%.
12/ The shareholder services provider expects to voluntarily waive a portion of
its fee during the fiscal year ending December 31, 2000. The maximum shareholder
services fee is 0.25%.
13/ Since the Fund recently commenced operations, Other Expenses is based on
estimates for the current year.
14/ The waiver amount shown in the table reflects only the waiver of the Rule
12b-1 Fees. After deducting the amount of voluntary waivers, the Net Annual Fund
Expenses would be 1.50%.
15/ The Fund administration fee is paid indirectly through the management fee.
16/ The Fund has a distribution plan or Rule 12b-1 plan that is described in the
Fund's prospectus.
17/ On 2/8/00, a merger and reorganization was approved that combined the assets
of the Fund with a similar fund of the Templeton Variable Products Series Fund,
effective 5/1/00. On 2/8/00, Fund shareholders approved new management fees,
which apply to the combined fund effective 5/1/00. The table shows restated
Total Annual Fund Expenses based on the new fees and assets of the funds as of
12/31/99, and not the assets of the combined fund. However, if the table
reflected both the new fees and the combined assets, the Fund's expenses after
5/1/00 would be: Management Fees 0.55%, Rule 12b-1 Fees 0.25%, Other Expenses
0.27%, and Total Annual Fund Expenses 1.07%.
18/ On 2/8/00, shareholders approved a merger and reorganization that combined
the Fund with the Templeton Developing Markets Equity Fund, effective 5/1/00.
The shareholders of that fund had approved new management fees, which apply to
the combined fund effective 5/1/00. The table shows restated Total Annual Fund
Expenses based on the new fees and the assets of the fund as of 12/31/99, and
not the assets of the combined fund. However, if the table reflected both the
new fees and the combined assets, the Fund's expenses after 5/1/00 would be
estimated as: Management fees 1.25%, Rule 12b-1 Fees 0.25%, Other Expenses
0.29%, and Total Annual Fund Expenses 1.79%.
19/ The advisor is to receive a fee calculated at the annual rate of 0.85% of
the first $2 billion of average daily net assets and 0.80% of the average daily
net assets over $2 billion.
20/ Other Expenses is calculated based on estimates for the current year.
21/ Under a Rule 12b-1 Plan adopted by the Fund with respect to each Portfolio,
Class 2 shares pay annual 12b-1 Fees of up to 0.25% of average net assets. Each
Portfolio pays this fee to Seligman Advisors, Inc., the principal underwriter of
the Portfolio's shares. Seligman Advisors uses this fee to make payments to
participating insurance companies or their affiliates for services that the
participating insurance companies provide to Contract owners of Class 2 shares,
and for distribution related expenses. Because these 12b-1 Fees are paid out of
the Portfolio's assets on an ongoing basis, over time they will increase the
cost of a Contract owner's investment and may cost you more than other types of
sales charges.
22/ The manager of Seligman Capital Portfolio and Seligman Communications and
Information Portfolio has voluntarily agreed to reimburse "Other Expenses" of
the Portfolio to the extent they exceed 0.20% per annum of average daily net
assets. No expenses were reimbursed in 1999. This agreement is not binding on
the manager.
Examples
The following information is added to the two sets of examples shown on page 9
and 10 of the Prospectus.
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets.
1. If the Contract is surrendered or is paid out under a Non-Life Payment Option
at the end of the applicable time period:
<TABLE>
<CAPTION>
Subaccount 1 Year 3 Years 5 Years** 10 Years**
<S> <C> <C> <C> <C>
FEDERATED International Small $103.47 $185.52 N/A N/A
Company Fund II
FRANKLIN Franklin Small Cap Fund $90.20 $146.55 $185.37 $286.29
Franklin Real Estate Fund $87.96 $139.84 $174.00 $262.51
Templeton Developing $97.09 $166.93 $219.54 $355.79
AIM V.I. Dent Demographic $93.28 $155.70 $200.77 $317.98
V.I. Telecommunications $92.07 $152.11 $194.73 $305.63
V.I. Value Fund $87.30 $137.88 $170.66 $255.46
SELIGMAN Capital Portfolio (Class $88.05 $140.13 $174.48 $263.51
2)
Communications and $90.58 $147.67 $187.25 $290.19
Information Portfolio
(Class 2)
<FN>
**In these Examples "N/A" indicates that SEC rules require that the Federated
International Small Company complete the Examples for only the one and three
year periods.
</FN>
</TABLE>
1. If the Contract is not surrendered or is paid out under a Life Payment Option
at the end of the applicable time period:
<TABLE>
<CAPTION>
Subaccount 1 Year 3 Years 5 Years** 10 Years**
<S> <C> <C> <C> <C>
FEDERATED International Small $39.90 $120.78 N/A N/A
Company Fund II
FRANKLIN Franklin Small Cap Fund $25.71 $78.98 $134.79 $286.29
Franklin Real Estate Fund $23.31 $71.78 $122.81 $262.51
Templeton Developing $33.08 $100.84 $170.80 $355.79
AIM V.I. Dent Demographic $29.01 $88.79 $151.02 $317.98
V.I. Telecommunications $27.71 $84.94 $144.66 $305.63
V.I. Value Fund $22.61 $69.67 $119.29 $255.46
SELIGMAN Capital Portfolio (Class $23.41 $72.08 $123.32 $263.51
Communications and $26.11 $80.17 $136.78 $290.19
<FN>
**In these Examples "N/A" indicates that SEC rules require that the Federated
International Small Company complete the Examples for only the one and three
year periods.
</FN>
</TABLE>
Transfer Privilege
The following is added to the Transfer Privilege section beginning on page 18 of
the Prospectus:
An excessive number of transfers, including short-term "market timing"
transfers, may adversely affect the performance of the underlying Fund in which
a Subaccount invests. If, in our sole opinion, a pattern of excessive transfers
develops, we reserve the right not to process a transfer request. We also
reserve the right not to process a transfer request when the sale or purchase of
shares of a Fund is not reasonably practicable due to actions taken or
limitations imposed by the Fund.
Condensed Financial Information
The following is added to the condensed financial information shown on pages 34
and 35 of the Prospectus:
As of the date of this prospectus the unit value of each of the additional
funds is $10.00. There are no units as of this date, because the
Subaccounts take effect on the date of this Supplement.
Supplement Dated August 29, 2000 to Statement of Additional Information
Dated May 1, 2000
Kansas City Life Variable Annuity Separate Account
Variable Annuity Contract
Effective August 29, 2000, we are adding nine Subaccounts. This Supplement
revises the Statement of Additional Information to include information on the
following nine Subaccounts and the corresponding Funds:
Federated Insurance Series Manager
Federated International Small Federated Global Investment
Company Fund II Management Corp.
Franklin Templeton Variable Insurance Manager
Products Trust
Franklin Small Cap Fund (Class 2) Franklin Advisers, Inc.
Franklin Real Estate Fund (Class 2) Franklin Advisers, Inc.
Templeton Developing Markets Templeton Asset Management Ltd.
Securities Fund (Class 2)
AIM Variable Insurance Funds Manager
AIM V.I. Dent Demographic Trends Fund A I M Advisors, Inc.
AIM V.I. Telecommunications and
Technology Fund
AIM V.I. Value Fund
Seligman Portfolios, Inc. Manager
Seligman Capital Portfolio (Class 2) J. & W. Seligman & Co. Incorporated
Seligman Communications and Information
Portfolio (Class 2)
This supplement adds information regarding the additional Funds in the following
five sections of the Statement of Additional Information:
o Subaccount Yields for 30-day Period Ended December 31, 1999
o Standard Subaccount Average Annual Total Returns
o Adjusted Historic Portfolio Average Annual Total Returns (Net of Surrender
Charge)
o Adjusted Historic Portfolio Average Annual Total Returns (No Surrender
Charge Deducted)
o Termination of Participation Agreements
This supplement also provides wording to replace the current description
regarding Franklin Templeton Variable Products Series Fund contained in the
Termination of Participation Agreements section of the Statement of Additional
Information.
Subaccount Yields for 30-day Period Ended December 31, 1999
There are no Subaccount yields to report for the nine new Subaccounts, because
the Subaccounts did not become effective until August 29, 2000.
Standard Subaccount Average Annual Total Returns
There are no Subaccount returns to report for the nine new Subaccounts, because
the Subaccounts did not become effective until August 29, 2000.
Adjusted Historic Portfolio Average Annual Total Returns (Net of Surrender
Charge)
<TABLE>
From Inception
For the For the For the of Series
1-year Period 3-year Period 5-year Period Fund
Inception Date Ended 12/31/99 Ended 12/31/99 Ended 12/31/99 Ended 12/31/99
<CAPTION>
Portfolio
<S> <C> <C> <C> <C>
Federated International Small Company Fund May 1, 2000 NA NA NA NA
Franklin Small Cap Fund Class 2 Nov 1, 1995 81.38% 26.96% NA 26.99%
Templeton Real Estate Fund Class 2 Jan 24, 1989 -13.53% -5.55% 5.41% 7.05%
Developing Markets Securities March 4, 1996 41.53% -8.51% NA -8.21%
AIM V.I. Dent Demographics Trend Fund Dec 29, 1999 NA NA NA NA
V.I. Telecommunications and Oct. 18, 1993 90.76% 37.34% 30.48% 27.00%
Technology Fund
V.I. Value Fund May 5, 1993 19.96% 24.02% 24.23% 20.90%
Seligman Capital Portfolio June 21, 1988 37.69% 25.36% 23.12% 15.98%
Communications and Information Oct 11, 1994 69.21% 39.27% 32.13% 32.86%
Portfolio
</TABLE>
Adjusted Historic Portfolio Average Annual Total Returns (No Surrender Charge
Deducted)
<TABLE>
From Inception
For the For the For the of Series
1-year Period 3-year Period 5-year Period Fund
Inception Date Ended 12/31/99 Ended 12/31/99 Ended 12/31/99 Ended 12/31/99
<CAPTION>
Portfolio
<S> <C> <C> <C> <C>
Federated International Small Company Fund May 1, 2000 NA NA NA NA
Franklin Small Cap Fund Class 2 Nov 1, 1995 93.57% 29.74% NA 28.40%
Templeton Real Estate Fund Class 2 Jan 24, 1989 -7.71 -3.48% 6.39% 7.05%
Developing Markets Securities March 4, 1996 51.04% -6.50% NA -6.87%
AIM V.I. Dent Demographics Trend Fund Dec 29, 1999 NA NA NA NA
V.I. Telecommunications and Oct. 18, 1993 103.59% 40.36% 31.69% 27.37%
Technology Fund
V.I. Value Fund May 5, 1993 28.02% 26.74% 25.38% 21.23%
Seligman Capital Portfolio June 21, 1988 46.94% 28.11% 24.26% 15.98%
Communications and Information Oct 11, 1994 80.59% 42.32% 33.35% 33.82%
Portfolio
</TABLE>
Termination of Participation Agreements
The participation agreements pursuant to which the Funds sell their shares to
the Variable Account contain provisions regarding termination. The following
summarizes those provisions:
AIM Variable Insurance Funds. This agreement (as to a Fund) provides for
termination: (1) at the option of any party, with or without cause, upon six (6)
months advance written notice to the other parties, or, if later, upon receipt
of any required exemptive relief from the SEC, unless otherwise agreed to in
writing by the parties; (2) at the option of AIM Variable Insurance Funds upon
institution of formal proceedings against Kansas City Life Insurance Company or
its affiliates by the NASD, the SEC, any state insurance regulator or any other
regulatory body regarding Kansas City Life's obligations under the agreement or
related to the sale of the Contracts, the operation of each account, or the
purchase of shares, if, in each case, AIM Variable Insurance Funds reasonably
determines that such proceedings, or the facts on which such proceedings would
be based, have a material likelihood of imposing material adverse consequences
on the Fund with respect to which the agreement is to be terminated; (3) at the
option of Kansas City Life upon institution of formal proceedings against AIM
Variable Insurance Funds, its principal underwriter, or its investment adviser
by the NASD, the SEC, or any state insurance regulator or any other regulatory
body regarding AIM Variable Insurance Funds' obligations under this agreement or
related to the operation or management of AIM Variable Insurance Fund or the
purchase of AIM Variable Insurance Funds, if, in each case, Kansas City Life
reasonably determines that such proceedings, or the facts on which such
proceedings would be based, have a material likelihood of imposing material
adverse consequences on Kansas City Life, or the subaccount corresponding to the
Fund with respect to which the agreement is to be terminated; (4) at the option
of any party in the event that (a) the Fund's shares are not registered and, in
all material respects, issued and sold in accordance with any applicable federal
or state law, or (b) such law precludes the use of such shares as an underlying
investment medium of the contracts issued or to be issued by Kansas City Life;
(5) upon termination of the corresponding subaccount's investment in the Fund;
(6) at the option of Kansas City Life if the Fund ceases to qualify as a
regulated investment company under Subchapter M of the Code or under successor
or similar provisions, or if Kansas City Life reasonably believes that the Fund
may fail to so qualify; (7) at the option of Kansas City Life if the Fund fails
to comply with Section 817(h) of the Code or with successor or similar
provisions, or if Kansas City Life reasonably believes that the Fund may fail to
so comply; (8) at the option of AIM Variable Insurance Funds if the contracts
issued by Kansas City Life cease to qualify as annuity contracts or life
insurance contracts under the Code (other than by reason of the Fund's
noncompliance with Section 817(h) or Subchapter M of the Code) or if interests
in an account under the contracts are not registered, where required, and, in
all material respects, are not issued or sold in accordance with any applicable
federal or state law; (9) upon another party's material breach of any provision
of this agreement.
Seligman Portfolios, Inc. This agreement provides for termination: (1) for
any reason by six months' advance written notice delivered to the other party;
(2) by Kansas City Life by written notice to the Fund based upon the Kansas City
Life's determination that shares of the Fund are not reasonably available to
meet the requirements of the contracts; (3) by Kansas City Life by written
notice to the Fund in the event shares of any of the Portfolios are not
registered, issued or sold in accordance with applicable state and/or federal
law or such law precludes the use of such shares as the underlying investment
media of the contracts issued or to be issued by Kansas City Life; (4) by the
Fund in the event that formal administrative proceedings are instituted against
Kansas City Life by the NASD, the SEC, the Insurance Commissioner or like
official of any state or any other regulatory body regarding Kansas City Life's
duties under this agreement or related to the sale of the contracts, the
operation of any account, or the purchase of the Fund's shares; provided,
however, that the Fund determines in its sole judgment exercised in good faith,
that any such administrative proceedings will have a material adverse effect
upon the ability of Kansas City Life to perform its obligations under this
agreement; (5) by Kansas City Life in the event that formal administrative
proceedings are instituted against the Fund by the NASD, the SEC, or any state
securities or insurance department or any other regulatory body; provided,
however, that Kansas City Life determines in its sole judgment exercised in good
faith, that any such administrative proceedings will have a material adverse
effect upon the ability of the Fund to perform its obligations under this
agreement; (6) by Kansas City Life by written notice to the Fund with respect to
any Portfolio in the event that such Portfolio ceases to qualify as a Regulated
Investment Company under Subchapter M or fails to comply with the Section 817(h)
diversification requirements or if Kansas City Life reasonably believes that
such Portfolio may fail to so qualify or comply; (7) by the Fund by written
notice to Kansas City Life, if the Fund shall determine, in its sole judgment
exercised in good faith, that Kansas City Life has suffered a material adverse
change in its business, operations, financial condition, or prospects since the
date of this agreement or is the subject of material adverse publicity; (8) by
Kansas City Life by written notice to the Fund, if Kansas City Life shall
determine, in its sole judgment exercised in good faith, that the Fund has
suffered a material adverse change in its business, operations, financial
condition or prospects since the date of this agreement or is the subject of
material adverse publicity; (9) by Kansas City Life upon any substitution of the
shares of another investment company or series thereof for shares of a portfolio
of the Fund in accordance with the terms of the contracts, provided that Kansas
City Life has given at least 45 days prior written notice to the Fund of the
date of substitution; (10) by either party in the event that the Fund's Board of
Directors determines that a material irreconcilable conflict exists; (11) at the
option of either party upon another party's failure to cure a material breach of
any provision of this agreement within 30 days after written notice thereof.
The existing wording describing Franklin Templeton Variable Insurance Products
Trust in the Termination of Participation Agreements section beginning on page
12 of the Statement of Additional Information is deleted and replaced by the
following:
Franklin Templeton Variable Insurance Products Trust. This agreement
provides for termination: (1) by any party in its entirety or with respect to
one, some or all Portfolios for any reason by sixty (60) days advance written
notice delivered to the other parties, and shall terminate immediately in the
event of its assignment, as that term is used in the 1940 Act; or (2)
immediately by Franklin Templeton Variable Insurance Products Trust or Franklin
Templeton Distributors, Inc. by written notice if (a) Kansas City Life notifies
the Trust or the Underwriter that the exemption from registration under
Section 3(c) of the 1940 Act no longer applies, or might not apply in the
future, to the unregistered accounts, or that the exemption from registration
under Section 4(2) or Regulation D promulgated under the 1933 Act no longer
applies or might not apply in the future, to interests under the unregistered
contracts; or (b) either one or both of the Trust or the Underwriter
respectively, shall determine, in their sole judgment exercised in good faith,
that Kansas City Life has suffered a material adverse change in its business,
operations, financial condition or prospects since the date of this agreement or
are the subject of material adverse publicity; or (c) Kansas City Life gives
written notice specified in Section 3.3 of the agreement and at the same time
gives such notice there was no notice of termination outstanding under any other
provision of this agreement; provided, however, that any termination under this
provision shall be effective forty-five (45) days after the notice specified in
Section 3.3 of the agreement was given; or (d) upon Kansas City Life's
assignment of this agreement without prior written approval.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
(b) Exhibits
(1) Resolutions of the board of directors of Kansas City Life Insurance
Company ("Kansas City Life") establishing Kansas City Life Variable
Annuity Separate Account (the "Variable Account").1
(2) Not Applicable.
(3) Underwriting Agreement between Kansas City Life and Sunset Financial
Services, Inc. ("Sunset Financial").2
(4) Contract Form.1
(5) Contract Application.2
(6) (a) Articles of Incorporation of Bankers Life Association of Kansas
City.1
(b) Restated Articles of Incorporation of Kansas City Life.1
(c) By-Laws of Kansas City Life.1
(7) Not Applicable.
(8) (a) Form of Participation Agreement with MFS Variable Insurance
Trust.2
(b) Form of Participation Agreement with TCI Portfolios, Inc.2
(c) Form of Participation Agreement with Federated Insurance Series.2
(d) Agreement between Kansas City Life Insurance Company and each of
Dreyfus Variable Investment Fund, The Dreyfus Socially
Responsible Growth Fund, Inc., and Dreyfus Life and Annuity Index
Fund, Inc.6
(e) Agreement between Kansas City Life Insurance Company and J. P.
Morgan Series Trust II.4
(f) Amended and Restated agreement between Kansas City Life Insurance
Company and each of Calamos Insurance Trust, Calamos Asset
management, Inc. and Calamos Financial Services, Inc.5
(g) Form of Participation Agreement between Kansas City Life
Insurance Company and each of Franklin Templeton Variable
Insurance Products Trust and Franklin Templeton Distributors,
Inc.
(h) Amendment to Participation Agreement between Kansas City Life
Insurance Company and each of Dreyfus Variable Investment Fund,
The Dreyfus Socially Responsible Growth Fund, Inc. and Dreyfus
Life and Annuity Index Fund, Inc. (d/b/a/ Dreyfus Stock Index
Fund).
(i) Revised Exhibit B to Fund Participation Agreement between Kansas
City Life Insurance Company, Insurance Management Series, and
Federated Securities Corp.
(j) Form of Participation Agreement by and among AIM Variable
Insurance Funds, Inc., AIM Distributors, Inc., and Kansas City
Life Insurance Company.
(k) Form of Fund Participation Agreement between Kansas City Life
Insurance Company and Seligman Portfolios, Inc., Segliman
Advisors, Inc.
(9) Opinion and Consent of Counsel.
(10) (a) Consent of Sutherland, Asbill & Brennan.
(b) Consent of Ernst & Young LLP.
(11) Not Applicable.
(12) Not Applicable.
(13) Schedule for computation of performance quotations.3
(14) Not applicable.
----------------
1 Incorporated by reference to the Registrant's initial registration
statement filed with the Securities and Exchange Commission on March
3, 1995 (File No. 33-89984).
2 Incorporated by reference to the Registrant's Pre-Effective Amendment
No.1 to its Registration statement filed with the Securities and
Exchange Commission on August 25, 1995 (File No. 33-89984).
3 Incorporated by reference to the Registrant's Post-Effective Amendment
No. 2 to its Registration Statement filed with the Securities and
Exchange Commission on April 30, 1996. (File No. 33-89984).
4 Incorporated by reference to the Form S-6 Registration Statement (File
No. 033-95354) for Kansas City Life Variable Life Separate Account
filed on April 19, 1999.
5 Incorporated by reference to the Form S-6 Registration Statement (File
No. 333-25443) for Kansas City Life Variable Life Separate Account
filed on April 30, 1999.
6 Incorporated herein by reference to Pre-Effective Amendment No. 1 to
the Form S-6 Registration Statement (File No. 333-25443) for Kansas
City Variable Life Separate Account filed on July 15, 1997.
Item 25. Directors and Officers of the Depositor
Name and Principal
Business Address* Position and Offices with Depositor
Joseph R. Bixby Director, Chairman of the Board
R. Philip Bixby Director, Vice Chairman of the Board,
President and CEO
Richard L. Finn Director, Senior Vice President, Finance
Jack D. Hayes Director, Senior Vice President,
Marketing
Robert C. Miller Senior Vice President, Administrative
Services
Charles R. Duffy, Jr. Senior Vice President, Operations
Michael P. Horton Vice President, Group
John K. Koetting Vice President and Controller
C. John Malacarne Director, Vice President, General
Counsel and Secretary
Walter E. Bixby, III Director
Anne C. Moberg Treasurer
Daryl D. Jensen Director
Nancy Bixby Hudson Director
Webb R. Gilmore Director
Warren J. Hunzicker Director
Michael J. Ross Director
Elizabeth T. Solberg Director
Larry Winn Jr. Director
Peter Hathaway, M.D. Vice President and Medical Director
Scott M. Stone Vice President, Securities
Mark A. Milton Vice President and Actuary
Glenda R. Cline Assistant Vice President, Special Plan
Administration
Robert J. Milroy Vice President, Policy Administration
Robert E. Janes Assistant Vice President, Assistant
Controller
David A. Laird Assistant Vice President, Assistant
Controller
* The principal business address of all the persons listed above is
3520 Broadway, Kansas City, Missouri 64141-6139.
Item 26. Persons Controlled by or Under Common Control With the Depositor or
Registrant
Percent of Voting
Name Jurisdiction Securities Owned Principal Business
Sunset Life Insurance Washington Ownership of all voting Insurance
Company of America securities by depositor
Sunset Financial Ownership of all voting
Services, Inc. Washington securities by Sunset Life
Insurance Company of
America Broker/Dealer
KCL Service Ownership of all voting
Company Missouri securities by depositor Marketing Insurance
Lioness Realty Ownership of all voting Real Estate
Group, Inc. Missouri securities by depositor Services
Property Operating Ownership of all voting Real Estate
Company Missouri securities by depositor Services
Old American Ownership of all voting
Insurance Company Missouri securities by depositor Insurance
Contact Data, Inc. Missouri Ownership of all voting
securities by depositor Direct Marketing
Kansas City Life
Financial Group, Inc. Missouri Ownership of all voting
securities by depositor Insurance Marketing
Item 27. Number of Contract owners
7,820--As of August 18, 2000
Item 28. Indemnification
The By-Laws of Kansas City Life Insurance Company provide, in part, in
Article XII:
1. The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative,
other than an action by or in the right of the Company, by reason of the fact
that he or she is or was a Director, Officer or employee of the Company, or is
or was serving at the request of the Company as a Director, Officer or employee
of another company, partner ship, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
2. The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the company to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer or employee of
the company, or is or was serving at the request of the company as a director,
officer or employee of another company, partnership, joint venture, trust or
other enterprise against expenses, including attorneys' fees, actually and
reasonably incurred by him or her in connection with the defense or settlement
of the action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
company; except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his or her duty to the
company unless and only to the extent that the court in which the action or suit
was brought determines upon application that, despite the adjudication of
liability and in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper.
3. To the extent that a Director, Officer or employee of the Company has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of any
claim, issue or matter therein, he or she shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him or
her in connection with the action, suit or proceeding.
4. Any indemnification under Sections 1 and 2 of this Article, unless
ordered by a court, shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the director, Officer
or employee is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in this Article. The determination
shall be made by the Board of Directors of the Company by a majority vote of a
quorum consisting of Directors who were not parties to the action, suit or
proceeding, or, if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested Directors so directs, by independent legal counsel in a
written opinion, or by the Stockholders of the Company .
5. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final disposition of the
action, suit or proceeding as authorized by the Board of Directors in the
specific case up on receipt of an undertaking by or on behalf of the Director,
Officer or employee to repay such amount unless it shall ultimately be
determined that he or she is entitled to be indemnified by the Company as
authorized in this Article.
6. The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the Articles of Incorporation or Bylaws, or any agreement, vote
of Stockholders or disinterested Directors or otherwise, both as to action in
his or her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
7. The Company shall have the power to give any further indemnity, in
addition to the indemnity authorized or contemplated under this Article,
including subsection 6, to any person who is or was a Director, Officer,
employee or agent of the Company, or to any person who is or was serving at the
request of the Company as a Director, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, provided
such further indemnity is either (i) authorized, directed, or provided for in
the Articles of Incorporation of the Company or any duly adopted amendment
thereof or (ii) is authorized, directed, or provided for in any bylaw or
agreement of the Company which has been adopted by a vote of the Stockholders of
the Company, and provided further that no such indemnity 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 .
Nothing in this paragraph shall be deemed to limit the power of the Company
under subsection 6 of this Bylaw to enact Bylaws or to enter into agreement
without Stockholder adoption of the same.
8. The Company may purchase and maintain insurance on behalf of any
person who is or was a Director, Officer, employee or agent of the Company, or
is or was serving at the request of the Company as a Director, Officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, or arising out of his or her status as such,
whether or not the Company would have the power to indemnify him or her against
such liability under the provisions of this Article.
9. For the purpose of this Article, references to "the Company" include
all constituent corporations absorbed in a consolidation or merger as well as
the resulting or surviving corporation so that any person who is or was a
Director, Officer , employee or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a Director,
Officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as he or
she would if he or she had served the resulting or surviving corporation in the
same capacity.
10. For purposes of this Article, the term "other enterprise" shall
include employee benefit plans; the term "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and the term
"serving at the request of the Company" shall include any service as a
Director, Officer or employee of the Company which imposes duties on, or
involves services by, such Director, Officer or employee with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he or she reasonable believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
Company" as referred to in this Article.
11. Any Director, Officer or employee of the Company shall be
indemnified under this Article for any act taken in good faith and upon reliance
upon the books and records of the Company, upon financial statements or other
reports prepared by the Officers of the Company, or on financial statements
prepared by the Company's independent accountants, or on information or
documents prepared or provided by legal counsel to the Company.
12. To the extent that the indemnification of Officers, Directors or
employees as permitted under Section 351.355 (as amended or superseded) of The
General and Business Corporation Law of Missouri, as in effect from time to
time, provides for greater indemnification of those individuals than the
provisions of this Article XII, then the Company shall indemnify its Directors,
Officers, employees as provided in and to the full extent allowed by Section
351.355.
13. The indemnification provided by this Article shall continue as to a
person who has ceased to be a Director or Officer of the Company and shall inure
to the benefit of the heirs, executors, and administrators of such a person. All
rights to indemnification under this Article shall be deemed to be provided by a
contract between the Company and the person who serves in such capacity at any
time while these Bylaws and other relevant provisions of the applicable law, if
any, are in effect. Any repeal or modification thereof shall not affect any
rights or obligations then existing.
14. If this Article or any portion or provision hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify each person entitled to indemnification
pursuant too this Article to the full extent permitted by any applicable portion
of this Article that shall not have been invalidated, or to the fullest extent
provided by any other applicable law.
Missouri law authorizes Missouri corporations to provide indemnification
to directors, officers and other persons.
Kansas City Life owns a directors and officers liability insurance
policy covering liabilities that directors and officers of Kansas City Life and
its subsidiaries and affiliates may incur in acting as directors and officers.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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.
Item 29. Principal Underwriter
(a) Sunset Financial Services, Inc. is the registrant's principal
underwriter.
(b) Officers and Directors of Sunset Financial.
Name and Principal Positions and Offices
Business Address* With the Underwriter
Gregory E. Smith President, Director
Daryl D. Jensen Director
Gary K. Hoffman Secretary, Director
Robert E. Janes Treasurer
Jack D. Hayes Chairman of the Board and Director
Walter E. Bixby, III Director
R. Philip Bixby Director
Bret L. Benham Vice President
Kelly T. Ullom Vice President
Anne C. Moberg Assistant Treasurer
Susanna J. Denney Assistant Vice President
Billy J. Dahle Assistant Vice President
* The principal business address of all of the persons listed above is P.O. Box
219365, Kansas City, Missouri, 64121-9365.
Item 30. Location Books and Records
All of the accounts, books, records or other documents required to be
kept by Section 31(a) of the Investment Company Act of 1940 and rules
thereunder, are maintained by Kansas City Life at 3520 Broadway, Kansas City,
Missouri 64141-6139.
Item 31. Management Services
All management contracts are discussed in Part A or Part B of this
registration statement.
Item 32. Undertakings and Representations
(a) The registrant undertakes that it will file a post-effective
amendment to this registration statement as frequently as is necessary to ensure
that the audited financial statements in the registration statement are never
more than 16 months old for as long as purchase payments under the policies
offered herein are being accepted.
(b) The registrant undertakes that it will include either (1) as part of
any application to purchase a policy offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included in the
prospectus that the applicant can remove and send to Kansas City Life for a
Statement of Additional Information.
(c) The registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form N-4 promptly upon written or oral request to Kansas City Life at the
address or phone number listed in the prospectus.
(d) Kansas City Life represents that in connection with its offering of
the policies as funding vehicles for retirement plans meeting the requirements
of Section 403(b) of the Internal Revenue Code of 1986, it is relying on a
no-action letter dated November 28, 1988, to the American Council of Life
Insurance (Ref. No. IP-6-88) regarding Sections 22(e), 27(c)(1), and 27(d) of
the Investment Company Act of 1940, and that paragraphs numbered (1) through (4)
of that letter will be complied with.
(e) Kansas City Life Insurance Company hereby represents that the fees
and charges deducted under the Contracts described in this post-effective
amendment are, in the aggregate, reasonable in relationship to the services
rendered, the expenses expected to be incurred, and the risks assumed by Kansas
City Life Insurance Company.
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Kansas City Life Variable Annuity Separate Account, certifies that it meets all
of the requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment No. 7 to its Registration Statement and has duly caused
this Post-Effective Amendment No. 7 to be signed on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Kansas City and the State of Missouri on the 16th
day of August, 2000.
[Seal] Kansas City Life Variable
Annuity Separate Account
Registrant
Kansas City Life Insurance Company
Depositor
Attest: /s/C. John Malacarne By: /s/R. Philip Bixby
C. John Malacarne R. Philip Bixby, President,
CEO, and Vice Chairman of
the Board
Pursuant to the requirements of the Securities Act of 1933, Post-Effective
Amendment No. 7 to the Registration Statement has been signed below by the
following persons in the capacities indicated and on the date(s) set forth
below.
Signature Title Date
/s/R. Philip Bixby President, CEO, and Vice Chairman August 16, 2000
R. Philip Bixby of the Board
/s/Richard L. Finn Senior Vice President, Finance August 16, 2000
Richard L. Finn and Director
(Principal Financial Officer)
/s/John K. Koetting Vice President and Controller August 16, 2000
John K. Koetting (Principal Accounting Officer)
/s/ J. R. Bixby Chairman of the Board and August 16, 2000
J.R. Bixby Director
/s/W. E. Bixby III Director August 16, 2000
W. E. Bixby III
Daryl D. Jensen Director August 16, 2000
/s/C. John Malacarne Director August 16, 2000
C. John Malacarne
/s/Jack D. Hayes Director August 16, 2000
Jack D. Hayes
Webb R. Gilmore Director August 16, 2000
/s/Warren J. Hunzicker, M.D. Director August 16, 2000
Warren J. Hunzicker, M.D.
Michael J. Ross Director August 16, 2000
Elizabeth T. Solberg Director August 16, 2000
E. Larry Winn Jr. Director August 16, 2000
Nancy Bixby Hudson Director August 16, 2000
EXHIBIT INDEX
Page No.*
8. (g) Form of Participation Agreement between Kansas City Life
Insurance Company and each of Franklin Templeton Variable
Insurance Products Trust and Franklin Templeton Distributors,
Inc.
(i) Revised Exhibit B to Fund Participation Agreement between Kansas
City Life Insurance Company, Insurance Management Series, and
Federated Securities Corp.
(j) Form of Participation Agreement by and among AIM Variable
Insurance Funds, Inc., AIM Distributors, Inc., and Kansas City
Life Insurance Company.
(k) Form of Fund Participation Agreement between Kansas City Life
Insurance Company and Seligman Portfolios, Inc., Segliman
Advisors, Inc.
9. Opinion and Consent of Counsel
10. (a). Consent of Sutherland, Asbill & Brennan
(b). Consent of Ernst & Young LLP
* Page numbers included only in manually executed original in compliance with
Rule 403(d) under the Securities Act of 1933.
Exhibit 8(g)
Form of Participation Agreement between Kansas City Life
Insurance Company and each of Franklin Templeton Variable
Insurance Products Trust and Franklin Templeton Distributors,
Inc.
Exhibit 8(i)
Revised Exhibit B to Fund Participation Agreement between Kansas
City Life Insurance Company, Insurance Management Series, and
Federated Securities Corp.
Exhibit 8(j)
Form of Participation Agreement by and among AIM Variable
Insurance Funds, Inc., AIM Distributors, Inc., and Kansas City
Life Insurance Company.
Exhibit 8(k)
Form of Fund Participation Agreement between Kansas City Life
Insurance Company and Seligman Portfolios, Inc., Segliman
Advisors, Inc.
Exhibit 9
Opinion and Consent of Counsel
Exhibit 10(a)
Consent of Sutherland, Asbill & Brennan
Exhibit 10(b)
Consent of Ernst & Young LLP
