Registration No. 333-46538 - - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-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 64141 (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. 4401 West Tradewinds Avenue Suite 207 Fort Lauderdale, Florida 33308 (954)771-7909 E. Last Survivor 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. - ------------------------------------------------------------------------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - ------------------------------------------------------------------------------- CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2 N-8B-2 Item Caption in Prospectus - - ----------- --------------------- 1(a) Other Information (b) The Variable Insurance Policy 2 Other Information 3 Not Applicable 4 Other Information 5 Other Information 6(a) Not Applicable (b) Not Applicable 7 Not Applicable 8 Not Applicable 9 Legal Proceedings 10 Purchases; Investment Choices; Access to Your Money 11 Investment Choices 12 Investment Choices 13 Expenses 14 Purchases 15 Purchases 16 Purchases; Investment Choices 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 Other Information 26 Expenses 27 Other Information 28 Executive Officers and Directors of BMA 29 Other Information 30 Other Information 31 Not Applicable 32 Not Applicable 33 Not Applicable 34 Not Applicable 35 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 Investment Choices; Other Information 46 Purchases; Access to Your Money 47 Not Applicable 48 Not Applicable 49 Not Applicable 50 Not Applicable 51 Other Information; Purchases 52 Investment Choices 53 Other Information 54 Not Applicable 55 Not Applicable 56 Not Applicable 57 Not Applicable 58 Not Applicable 59 Financial Statements LAST SURVIVOR 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 Last Survivor 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 for creation or conservation of one's estate, retirement planning and other insurance needs of individuals and businesses. The Policy has 24 investment choices--a Fixed Account and 23 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, LLC Global Fixed Income Managed By Stein Roe & Farnham Incorporated Small Cap Equity Large Cap Growth Managed By David L. Babson & Co. Inc. Large Cap Value Managed By Lord, Abbett & Co. Growth & Income Managed By Kornitzer Capital Management, Inc. Balanced BERGER INSTITUTIONAL PRODUCTS TRUST Managed By BBOI Worldwide LLC Berger IPT--International THE ALGER AMERICAN FUND Managed By Fred Alger Management, Inc. Alger American Growth Portfolio Alger American Leveraged AllCap Portfolio Alger American MidCap Growth Portfolio AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. Managed By American Century Investment Management, Inc. VP Income & Growth VP Value DREYFUS STOCK INDEX FUND Managed By the Dreyfus Corporation (Index Fund Manager: Mellon Equity Associates) DREYFUS VARIABLE INVESTMENT FUND ("DREYFUS VIF") Managed By the Dreyfus Corporation Dreyfus VIF Disciplined Stock VARIABLE INSURANCE PRODUCTS FUND ("VIP") AND VARIABLE INSURANCE PRODUCTS FUND II ("VIP II") Managed By Fidelity Management & Research Company Fidelity VIP Overseas Portfolio Fidelity VIP Growth Portfolio Fidelity VIP II Contrafund Portfolio INVESCO VARIABLE INVESTMENT FUNDS, INC. Managed By INVESCO Funds Group, Inc. INVESCO VIF--High Yield INVESCO VIF--Equity Income LAZARD RETIREMENT SERIES, INC. Managed By Lazard Asset Management Lazard Retirement Small Cap Please read this Prospectus before investing and keep it on file for future reference. It contains important information about the BMA Last Survivor 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: o are not bank deposits o are not federally insured o are not endorsed by any bank or government agency o are not guaranteed and may be subject to loss of principal Date: _______, 2001 TABLE OF CONTENTS PAGE DEFINITIONS SUMMARY 1. The Variable Life Insurance Policy 2. Purchases 3. Investment Choices 4. Expenses 5. Death Benefit 6. Taxes 7. Access To Your Money 8. Other Information. 9. Inquiries PART I 1. THE VARIABLE LIFE INSURANCE POLICY 2. PURCHASES Premiums Waiver of Planned Premiums Application for a Policy Issue Ages Application of Premiums Grace Period. Accumulation Unit Values Right to Refund Exchange of a Policy for a BMA Policy 3. INVESTMENT CHOICES Transfers Dollar Cost Averaging Asset Rebalancing Option Asset Allocation Option Substitution 4. EXPENSES Premium Charge Monthly Deduction Surrender Charge Partial Surrender Fee Waiver of Surrender Charges Reduction or Elimination of the Surrender Charge Transfer Fee Taxes Investment Option Expenses 5. DEATH BENEFIT Change in Death Benefit Option Change in Specified Amount Guaranteed Minimum Death Benefit Accelerated Death Benefit 6. TAXES Life Insurance in General Taking Money Out of Your Policy Diversification 7. ACCESS TO YOUR MONEY Loans Surrenders 8. OTHER INFORMATION BMA The Separate Account Distributors Administration Suspension of Payments or Transfers Ownership PART II Executive Officers and Directors of BMA Officers and Directors of Jones & Babson, Inc. Voting Legal Opinions Reduction or Elimination of Surrender Charge Net Amount at Risk Maturity Date Misstatement of Age or Sex. Our Right to Contest Payment Options Federal Tax Status Reports to Owners Legal Proceedings Experts Financial Statements APPENDIX A--Illustration of Policy Values APPENDIX B--Rates of Return 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 last birthday on the Policy Date. Attained Age is the Issue Age plus the number of completed Policy Years. Authorized Request: A request, in a form satisfactory to Us, which is received by the BMA Service Center. Beneficiary: The person who is named in the application or at a later date to receive the Death Proceeds of the Policy or any rider(s). BMA: Business Men's Assurance Company of America. 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, and less any Indebtedness. Death Benefit: The amount used to determine the Death Proceeds payable upon the death of the last surviving Insured while the Policy is in force. The Death Benefit can be either Level or Adjustable. Death Proceeds: The Death Proceeds equal the Death Benefit 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 Base Policy Specified Amount: The amount of coverage selected by You at the time of application and which will be used to determine the Death Benefit. Insureds: The two persons whose lives are insured under the Policy. 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 at least one of the Insureds is living on the Maturity Date and the Policy is in force. Insurance may terminate prior to the Maturity Date if no Premiums are paid after the initial Premium or if additional Premiums are not sufficient to continue insurance to such date. Insurance is also affected by any changes in monthly deductions, the investment performance of the selected Subaccounts and the amount of interest We credit to the Fixed Account depending upon Your selections. 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 Insureds are the Owner unless otherwise designated. If the Policy has joint Owners, then all reference to Owner includes the 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 that does not re-pay any Indebtedness. 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. 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 Service Center. Specified Amount: The Initial Base Policy Specified Amount plus each increase to the Specified Amount and less each decrease to the Specified Amount. Underwriting Process: The underwriting process begins the day We receive Your application at the Service Center and ends the day We receive and approve all required documents, including the initial Premium, necessary to put the Policy in force. Us, We, Our: Business Men's Assurance Company of America. You, Your, Yours: The Owner of the Policy. SUMMARY The prospectus is divided into three sections: Summary, Part I and Part II. The sections in this summary correspond to sections in Part I of this prospectus which discuss the topics in more detail. Even more detailed information is contained in Part II. 1. THE VARIABLE LIFE INSURANCE POLICY: The variable life insurance policy offered by BMA is a contract between You, the Owner, and BMA, an insurance company. The Policy provides for life insurance coverage on the lives of two persons who are referred to as the Insureds. Upon the death of the last surviving Insured the payment of the Death Proceeds will be made to your selected Beneficiary, which should be excludable from the gross income of the Beneficiary. However, under some circumstances estate taxes may apply. 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 Insureds are the Owner of the Policy unless you tell us otherwise. 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. 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 terms 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. In some circumstances We may contact You for additional information regarding the Insureds and may require the Insureds to provide Us with medical records, a 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 payments 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 the Investment Options which are briefly described in Section 3--Investment Choices and are more fully described in the prospectuses for the funds. 4. EXPENSES: The Policy has both insurance and investment features, and there are costs related to each that reduce the return on Your investment. We deduct a Premium Charge from each Premium payment made. The Premium Charge is as follows: Policy Years 1-10: 8.0% of all Premiums. Policy Years 11 and later: 4.0% of all Premiums. We deduct a Policy Charge each month from the unloaned Accumulation Value of the Policy. The Policy Charge is as follows: Policy Year 1: $35 each month Policy Years 2 and later: Currently, $7.50 each month. This charge is not guaranteed and may be increased, but it will not exceed $10. We deduct a Per $1,000 of Specified Amount Charge each month from the unloaned Accumulation Value of the Policy. The Per $1,000 of Specified Amount Charge is equal to $.08 per month per $1,000 of Initial Base Policy Specified Amount for the first Policy Year. This charge will also be assessed during the 12 months following an increase to the Specified Amount. We deduct a Risk Charge each month from the unloaned Accumulation Value of the Policy. The Risk Charge is calculated as follows: Policy Years 1-15: Each month, 0.07%, on a monthly basis, of the Accumulation Value in the Separate Account. Policy Years 16 and later: Each month, 0.03%, on a monthly basis, of the Accumulation Value in the Separate Account. 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, the sex, age and Rate Class of each Insured and the Policy Year. We may also charge for any riders attached to the Policy. There are also daily investment charges which apply to the average daily value of the Investment Options. These charges are deducted from the Investment Options and range on an annual basis from .26% to 1.25%, depending on the Investment Option. We may assess a surrender charge which depends upon Your Initial Base Policy Specified Amount, the year of surrender, issue Age, sex and Rate Class. The maximum surrender charge that will be deducted is $40.00 per $1,000 specified amount. The maximum charge varies by issue Age, sex and tobacco use and ranges from $1.50 to $40.00 per $1,000. See "Expenses--Surrender Charge" in Part I for more information. The surrender charge for total surrenders is level for the first three Policy Years then grades down (pursuant to a set formula) each month beginning in the forth Policy Year and is zero in Policy Years 16 and later. 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 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. Each transfer after 12 in any calendar 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: o the Specified Amount of Your Policy, o the Death Benefit option in effect at the time of the last surviving Insured's death, and o 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 tasked 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. You can also borrow some of Your Accumulation Value. 8. OTHER INFORMATION: Free Look. You can cancel the Policy within ten days after You receive it (or whatever period is required in Your state) and We will refund all Premiums paid less any Indebtedness. Upon completion of the Underwriting Process, We will allocate the initial Net Premium to the Money Market Portfolio for fifteen days (or the Free Look period required in Your state plus five days). After that, We will invest Your Accumulation Value as You requested. Who Should Purchase the Policy? The Policy is designed for individuals and businesses that have a need for death protection but who also desire to potentially increase the values in their Policies through investment in the Investment Options. The Policy offers the following to individuals: o create or conserve one's estate. o supplement retirement income. o access to funds through loans and surrenders. The Policy offers the following to businesses: o protection for the business in the event a key employee dies. o provide debt protection for business loans. o create a fund for employee benefits, buy-outs and future business needs. If You currently own a variable life insurance policy on the life of any of the Insureds, 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 either of the Insureds. Additional Features o You can arrange to have a regular amount of money automatically transferred from the Money Market Portfolio to the Investment Options each month, theoretically giving You a lower average cost per unit over time than a single one time purchase. We call this feature the Dollar Cost Averaging Option. o We will automatically readjust Your money between Investment Options periodically to keep the blend You select. We call this feature the Asset Rebalancing Option. o If the Insureds get a divorce or, under certain circumstances, if there is a significant change to the Federal Tax Law, We will exchange the Policy for two individual Policies. We call this feature the Exchange Option Rider. o If You pay a certain required Premium, We guarantee that the Policy will not lapse even if Your Accumulation Value is not sufficient to cover the Monthly Deductions. We call this feature the Guaranteed Minimum Death Benefit Rider. o 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 63127-1690 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 9735 Landmark Parkway Drive St. Louis, Missouri 63127-1690 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 for retirement planning for individuals. It can also be used for certain business purposes. The Policy provides for life insurance coverage on the lives of two persons (the "Insureds") 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. Upon the death of the last surviving Insured, the Death Proceeds are paid to Your Beneficiary which should be excludable from the gross income of the Beneficiary. However, under some circumstances estate taxes may apply. 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 terms 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 the next Monthly Deduction 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 Insureds are still insurable. All Premiums are payable at the Service Center. APPLICATION FOR A POLICY In order to purchase a Policy, You must submit an application to Us that requests information about the proposed Insureds. In some cases, We will ask for additional information. We may request that the Insureds provide Us with medical records, a physician's statement or possibly require other medical tests. ISSUE AGES We currently issue to Insureds whose ages are 20-90. The older Insured must be no older than 90 and the younger Insured must be no older than 85. Standard rates are issued to ages 20-90 and Preferred rates are issued to ages 20-85. We will review all the information We are provided about the Insureds and determine whether or not the Insureds meet Our standards for issuing the Policy. This process is called underwriting. If the Insureds meet 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 be eligible for conditional coverage. The conditional coverage, if You meet the conditions specified on the conditional receipt, will be effective from the later date of the application, a medical exam, if required, or a date You request (it must be within 60 days of the date of the application). 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 Insureds were 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 less any charges, plus interest earned 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 8.0% of the Premium paid. EXCHANGE OPTION We will exchange this Policy for two individual Policies on the life of each Insured, subject to the following occurrences: 1. A final divorce decree on the Insureds' marriage is issued and in effect for 6 months. The Insureds must have been married to each other on the Policy Date. 2. A significant change to the Federal Tax Law of the Internal Revenue Code that results in (1) or (2) below: a) The repeal of the unlimited marital deduction provision; or b) The tax rate in the maximum federal estate bracket is reduced to 25% or less. The exercise of this option to exchange the policy for two individual policies may, under certain circumstances, result in adverse tax consequences. Please consult your tax adviser before exercising any option under this rider. 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. During the first five Policy Years, the Policy will not terminate if the cumulative Premiums paid equal the No-Lapse Monthly Premium shown in the Policy times the number of monthly Anniversary Days that have occurred plus one. The cumulative Premiums paid are equal to: o the total Premiums paid; less o any Indebtedness; less o any partial surrenders, Partial Surrender Fees assessed and any pro-rata charge assessed for the partial surrenders. If the last surviving Insured dies during the Grace Period, the Premiums required to provide coverage to the date of the last surviving Insureds' death will be deducted from any amounts payable under the policy. 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, 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 24 investment choices--a Fixed Account and 23 Investment Options. Additional Investment Options may be available in the future. You should read the prospectuses for these funds carefully. Copies of these prospectuses will be sent to you with your Policy. Certain portfolios contained in the fund prospectuses may not be available with Your Policy. Below is a summary of the investment objectives and strategies of each Investment Option. There can be no assurance that the investment objectives will be achieved. The fund prospectuses contain more complete information, including a description of the investment objectives, policies, restrictions and risks of each Investment Option. 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 Investment Options. The investment objectives and policies of certain of the Investment Options are similar to the investment objectives and policies of other mutual funds that certain of the investment advisers manage. Although the objectives and policies may be similar, the investment results of the Investment Options may be higher or lower than the results of such other mutual funds. The investment advisers cannot guarantee, and make no representation, that the investment results of similar funds will be comparable even though the Investment Options have the same investment advisers. An Investment Option's performance may be affected by risks specific to certain types of investments, such as foreign securities, derivative investments, non-investment grade debt securities, initial public offerings (IPOs) or companies with relatively small market capitalizations. IPOs and other investment techniques may have a magnified performance impact on an Investment Option with a small asset base. An Investment Option may not experience similar performance as its assets grow. 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 Options. 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 The goal of this Portfolio is a high level of current income with stability of principal and liquidity. The Portfolio seeks to accomplish this by investing in intermediate term, high-quality corporate and mortgage-backed fixed income investments. The average maturity of the investments in the Portfolio is five to thirteen years. The Portfolio also looks for other opportunities to invest in securities that have the potential for capital appreciation, but are not likely to add risk to the Portfolio. Mid Cap Equity Portfolio The goal of the Portfolio is to achieve long-term growth by investing in the common stock of mid-sized U.S. companies. Stocks must meet two criteria in order to be included in the Portfolio: o they must have above-average growth potential and momentum, and o they must be undervalued, or "cheap," relative to other stocks and the market as a whole. The Portfolio's Adviser uses both mathematical models and years of experience in individual judgment to make the stock buy and sell decisions for the Portfolio. Money Market Portfolio The goal of this Portfolio is to earn the highest possible level of current income while preserving capital and maintaining liquidity. It invests in carefully selected short-term fixed income securities issued by the U.S. government and its agencies and by other stable financial institutions. Standish International Management Company, LLC is the Sub-Adviser to the following Portfolio: Global Fixed Income Portfolio The Portfolio's objective is to maximize total return and to generate a market level return while preserving both liquidity and principal. Typically, assets are diversified across ten or more countries. Stein Roe & Farnham Incorporated is the Sub-Adviser to the following Portfolios: Small Cap Equity Portfolio This Portfolio seeks long-term growth by investing in small and medium-sized companies that the Portfolio's Adviser believes have the potential to grow at above average rates. The Portfolio's Adviser seeks to invest in companies who compete in large and growing markets and possess ready access to capital, growing market share, strong management teams with ownership interests, and a business strategy designed to fully exploit future growth opportunities. Large Cap Growth Portfolio The goal of this Portfolio is long-term capital appreciation. The Portfolio invests, under normal circumstances, at least 65 percent of its total assets in common stocks and other equity type securities believed to have the ability to appreciate in value over time. The Portfolio's Adviser seeks to invest in companies that it believes have the potential to maintain their competitive advantages and to create wealth over a long period of time. David L. Babson & Co., Inc. is the Sub-Adviser to the following Portfolio: Large Cap Value Portfolio The goal of this Portfolio is long-term capital growth. It invests in common stocks that are seen as undervalued, or "cheap," relative to corporate earnings, dividends, and/or assets-striving to achieve above-average return with below average risk. Lord, Abbett & Co. is the Sub-Adviser to the following Portfolio: Growth & Income Portfolio This Portfolio is seeks long-term growth of capital and income without excessive fluctuation in market value. It invests in large, seasoned companies in sound financial condition that are expected to show above average price appreciation. Kornitzer Capital Management, Inc. is the Sub-Adviser to the following Portfolio: Balanced Portfolio The goal of this Portfolio is both long-term capital growth and high current income. It invests in both stocks and fixed income securities. The balance of stocks and bonds in the Portfolio can change based on the Portfolio Adviser's view of economic conditions, interest rates, and stock prices. Generally, the Portfolio's assets will be invested in common stocks, in high yielding corporate bonds, and in convertible securities. Convertible securities offer current income like a corporate bond, but can also provide capital appreciation through their conversion feature (the right to convert to common stock). BERGER INSTITUTIONAL PRODUCTS TRUST Berger Institutional Products Trust is a mutual fund with multiple portfolios. BBOI Worldwide LLC is the adviser to the Berger IPT-International Fund. BBOI Worldwide LLC has retained Bank of Ireland Asset Management (U.S.). The following Investment Option is available under the Policy: Berger IPT-International Fund The goal of this Fund is long-term capital appreciation through investments in non-U.S. equity securities of well-established companies. The primary focus of the fund is on undervalued, or "cheap," stocks of mid-sized to large companies. 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 This portfolio seeks long-term capital appreciation. It focuses on growing companies that generally have broad product lines, markets, financial resources and depth of management. Under normal circumstances, the portfolio invests primarily in the equity securities of large companies. The portfolio considers a large company to have a market capitalization of $1 billion or greater. Alger American Leveraged AllCap Portfolio This portfolio seeks long-term capital appreciation. Under normal circumstances, the Portfolio invests in the equity securities of companies of any size which demonstrate promising growth potential. The Portfolio can leverage, that is, borrow money, up to one-third of its total assets to buy additional securities. By borrowing money, the portfolio has the potential to increase its returns if the increase in the value of the securities purchased exceeds the cost of borrowing, including interest paid on the money borrowed. Alger American MidCap Growth Portfolio This Portfolio seeks long-term capital appreciation. It focuses on midsize companies with promising growth potential that generally have broad product lines, markets, financial resources and depth of management. Under normal circumstances, the Portfolio invests primarily in the equity securities of companies having a market capitalization within the range of companies in the S&P MidCap 400 Index(R). 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 This Portfolio seeks dividend growth, current income, and capital appreciation by investing in common stocks. The Portfolio invests in mainly large company stocks, such as those in the Standard & Poor's 500 Composite Stock Price Index, but it also may invest in the stocks of small and medium-size companies. The management team strives to outperform the Standard & Poor's 500 Composite Stock Price Index over time while matching its risk characteristics. VP Value This Portfolio seeks long-term capital growth as a primary objective and income as a secondary objective. It invests in well-established companies that the Portfolio's Adviser believes are undervalued at the time of purchase. 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. The objective of this Portfolio is to match, as closely as possible, the performance of the Standard & Poor's 500 Composite Price Index (S&P 500). To pursue this goal, the fund generally invests in all 500 stocks in the S&P 500 in proportion to their weighting in the index. 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 Option is available under the Policy: Dreyfus VIF Disciplined Stock Portfolio This Portfolio seeks investment returns (consisting of capital appreciation and income) that are greater than the total return performance of stocks represented by the Standard & Poor's 500 Composite Stock Price Index. To pursue this goal, the portfolio invests in a blended portfolio of growth and value stocks chosen through a disciplined investment process. VARIABLE INSURANCE PRODUCTS FUND AND VARIABLE INSURANCE PRODUCTS FUND II Variable Insurance Products Fund and Variable Insurance Products Fund II are each mutual funds managed by Fidelity Management & Research Company. The following Investment Options are available under the Policy: Fidelity VIP Overseas Portfolio This Portfolio seeks long-term growth of capital by investing at least 65% of total assets in foreign securities and allocating investments across countries and regions considering the size of the market in each country and region relative to the size of the international market as a whole. Fidelity VIP Growth Portfolio This Portfolio seeks to achieve capital appreciation by investing primarily in common stocks of companies that the Adviser believes have above-average growth potential (stocks of these companies are often called "growth" stocks). Fidelity VIP II Contrafund Portfolio This Portfolio seeks long-term capital appreciation by investing primarily in common stocks of companies whose value the Adviser believes is not fully recognized by the public. 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 Fund The objective of this Portfolio is to seek a high level of current income by investing substantially all of its assets in lower-rated debt bonds and other debt securities as well as preferred stock. A secondary goal is long-term capital appreciation. INVESCO VIF--Equity Income Fund This Portfolio seeks high total return through both growth and current income. The Portfolio normally invests primarily in dividend paying common and preferred stocks. The remaining assets are generally invested in income producing securities such as corporate bonds; however, in order to take advantage of strong equity markets, there are no limits on the amount of equity securities in which the Portfolio may invest.The Portfolio may invest up to 30 percent of its total assets in non-dividend paying common stocks. 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, a New York limited liability company, is the investment manager for each portfolio. The following Investment Option is available under the Policy: Lazard Retirement Small Cap Portfolio This Portfolio seeks long-term capital appreciation. It invests primarily in equity securities, principally common stocks, of relatively small U.S. companies with market capitalizations in the range of the Russell 2000(R) Index that the manager believes are undervalued based on their earnings, cash flow or asset values. TRANSFERS You can transfer money among the Fixed Account and the Investment Options. You can make 12 free transfers each calendar 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 calendar 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 Calendar 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 Service Center. 5. Neither We nor Our 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: o a requirement of a minimum time period between each transfer; o not accepting transfer requests of an agent acting under a power of attorney on behalf of more than one Owner; or o 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 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. Currently, there is no charge for participating in Dollar Cost Averaging. 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. Currently, there is no charge for participating in the asset rebalancing option. ASSET REBALANCING 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%. 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 from each Premium payment You make. We consider a portion of the Premium Charge a sales load. The sales load portion is 5.0% 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 fifteen Policy Years. The Premium Charge is as follows: Policy Years 1-10: 8.0% of all Premiums. Policy Years 11 and later: 4.0% of all Premiums. 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. 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: o the Cost of Insurance for the Policy; plus o the monthly rider charges, if any; plus o the Per $1,000 of Specified Amount Charge; plus o the Risk Charge; plus o 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: o issue Age of each of the Insureds; o sex of each of the Insureds; o Rate Class of each of the Insureds; and o the Policy Year. 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 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. Per $1,000 of Specified Amount Charge. We assess a Per $1,000 of Specified Amount Charge which is equal to $0.08 per month per $1,000 of Initial Base Policy Specified Amount for the first Policy Year. It is also deducted each month for the next 12 months following an increase to the Specified Amount. Risk Charge. We assess a Risk Charge which is deducted as part of the Monthly Deduction. The Risk Charge is calculated as follows: Policy Years 1-15: Each month, 0.07%, on a monthly basis, of the Accumulation Value in the Separate Account. Policy Years 16 and later: Each month, 0.03%, on a monthly basis, of the Accumulation Value in the Separate Account. The Risk Charge compensates Us for some of the mortality risks We assume, and the risk that We will experience costs above that for which We are compensated. It also compensates Us for some of the administrative costs in administering the Policy. We expect to profit from the charge. Policy Charge. We assess a Policy Charge which is deducted each Monthly Anniversary Day. The Policy Charge is: Policy Year 1: $35 each month Policy Years 2 and later: Currently, $7.50 each month. This charge is not guaranteed and may be increased, but it will not exceed $10. The Policy Charge compensates Us for some of the administrative costs of the Policy and the Separate Account. SURRENDER CHARGE If the Policy is surrendered before the 15th Policy Anniversary or within 15 years following the effective date of any increase in Specified Amount, a Surrender Charge may be deducted. The Surrender Charge specific to Your Policy is shown on Your Policy Schedule. The maximum Surrender Charge that will be assessed ranges from $1.50 to $40.00 per $1,000 of Specified Amount. The charge is not affected by the addition of riders. After the third Policy Year, or after three years following the effective date of an increase, the Surrender Charge for subsequent Policy Years decreases annually on the policy Anniversary or the anniversary of any Specified Amount increase (pursuant to a formula). 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. 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 calendar year. If You make more than 12 transfers in a calendar 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 or the Asset Rebalancing Option, it will not count in determining the transfer fee. TAXES We do not currently assess any charge for income taxes which We incur as a result of the operation of the Separate Account. We reserve the right to assess a charge for such taxes against the Separate Account or your Accumulation Value if we determine that such taxes will be incurred. 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 for the most recent fiscal year, except as noted) Total Annual Other Portfolio Expenses Expenses (after (after reimbursement reimbursement Management 12b-1 for certain for certain Fees Fees Portfolios) Portfolios) ------------- ------- --------------- ----------------- 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--International Fund .85% -- .35% 1.20% THE ALGER AMERICAN FUND Alger American Growth Portfolio .75% -- .04% .79% Alger American Leveraged AllCap Portfolio .85% -- .05% .90% Alger American MidCap Growth Portfolio .80% -- .04% .84% AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. VP Value 1.00% -- .00% 1.00% VP Income & Growth .70% -- .00% .70% DREYFUS STOCK INDEX FUND-Initial Shares (5) .25% -- .01% .26% DREYFUS VARIABLE INVESTMENT FUND (5) Dreyfus VIF Disciplined Stock Portfolio-Initial Shares .75% -- .06% .81% VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, SERVICE CLASS II (6) Fidelity VIP Overseas Portfolio .72% .25% .18% 1.15% Fidelity VIP Growth Portfolio .57% .25% .09% .91% Fidelity VIP II Contrafund Portfolio .57% .25% .10% .92% INVESCO VARIABLE INVESTMENT FUNDS, INC.(3) INVESCO VIF--High Yield Fund .60% -- .45% 1.05% INVESCO VIF--Equity Income Fund .75% -- .33% 1.08% LAZARD RETIREMENT SERIES, INC.(4) Lazard Retirement Small Cap Portfolio .75% .25% .25% 1.25% (1) Investors Mark Advisors, LLC voluntarily agreed to reimburse expenses of each Portfolio of Investors Mark Series Fund, Inc. for the year ended December 31, 2000 and will continue this arrangement until April 30, 2002 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 for the year ended December 31, 2000 were: 1.62% for the Money Market Portfolio; 2.15% for the Intermediate Fixed Income Portfolio; 1.83% for the Global Fixed Income Portfolio; 1.91% for the Mid Cap Equity Portfolio; 1.51% for the Balanced Portfolio; 1.28% for the Growth & Income Portfolio; 1.45% for the Small Cap Equity Portfolio; 1.15% for the Large Cap Growth Portfolio; and 1.45% for the Large Cap Value Portfolio. (2) Under a written contract, the Funds' investment adviser has agreed to waive its advisory fee and reimburse the Funds to the extent that, at any time during the life of a Fund, such Fund's annual operating expenses exceed a specified amount (1.20%-Berger IPT-International Fund). The contract may not be terminated or amended except by a vote of the Funds' Board of Trustees. Absent the waiver and reimbursements, the Management Fee for Berger IPT-International Fund would have been .85%; their Other Expenses would have been 1.29%; and their Total AnnualPortfolio Expenses would have been 2.14%. Effective May 12, 2000, the investment advisory fee charged to Berger IPT-International Fund was reduced to the following rates of average daily net assets: 0.85% of the first $500 million, 0.80% of the next $500 million, and 0.75% over $1 billion. The amount shown reflects the restated advisory fee. (3) The Fund's actual Other Expenses and Total Annual Fund Operating Expenses were lower than the figures shown because their custodian fees were reduced under an expense offset arrangement. (4) Lazard Asset Management, Inc., the fund's investment adviser, voluntarily agreed to reimburse all expenses through December 31, 2001 to the extent total annual portfolio expenses exceed in any fiscal year 1.25% of the Portfolio's average daily net assets. Absent this expense reimbursement, Total Portfolio Expenses for the year ended December 31, 2000 would have been 2.76% for the Lazard Retirement Small Cap Portfolio. (5) The figures in the above Expense Table are for the initial share class for the fiscal year ended December 31, 2000. Actual Expenses in future years may be higher or lower than the figures given above. (6) Actual annual class operating expenses were lower because a portion of the brokerage commissions that the fund paid was used to reduce the fund's expenses, and/or because through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the fund's custodian expenses. See the accompanying fund prospectus for details. 5. DEATH BENEFIT The primary purpose of the Policy is to provide Death Benefit protection on the lives of the Insureds. While the Policy is in force, upon the death of the last surviving Insured, 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: o the Specified Amount; o Your Policy's Accumulation Value on the date of the last surviving Insured's death; and o the Death Benefit Option in effect at the time of death. The Policy provides two Death Benefit options: o a Level Death Benefit; and o 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 of the last surviving Insured; or 2. the Accumulation Value on the date of death of the last surviving Insured 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 of the last surviving Insured plus the Accumulation Value on the date of death of the last surviving Insured; or 2. the Accumulation Value on the date of death of the last surviving Insured 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 younger of the Insureds on the Policy Date plus the number of completed Policy Years on the date that the Death Benefit is to be determined and is equal to the following: Attained Corridor Attained Corridor Age Percentage Age Percentage -------------- ------------ ------------- --------------- 0-40 250% 60 130% 41 243% 61 128% 42 236% 62 126% 43 229% 63 124% 44 222% 64 122% 45 215% 65 120% 46 209% 66 119% 47 203% 67 118% 48 197% 68 117% 49 191% 69 116% 50 185% 70 115% 51 178% 71 113% 52 171% 72 111% 53 164% 73 109% 54 157% 74 107% 55 150% 75-90 105% 56 146% 91 104% 57 142% 92 103% 58 138% 93 102% 59 134% 94 101% 95-100 100% CHANGE IN DEATH BENEFIT OPTION You may change the Death Benefit option after the Policy has been in force for at least one year, subject to the following: 1. You must submit an Authorized Request; 2. once the Death Benefit option has been changed, it cannot be changed again until the next policy Year; 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 both Insureds are still living; 4. if the Level Death Benefit Option is changed to the Adjustable Death Benefit Option, the resulting Specified Amount can never be less than the Minimum Base Policy 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 Day 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 until the next Policy Year. Specified Amount Increase. To increase the Specified Amount You must: 1. submit an application for the increase; 2. submit proof satisfactory to Us that each Insured is an insurable risk; and 3. pay any additional Premium which is required. The Specified Amount can only be increased while the older Insured is age 90 or less and the younger Insured is age 85 or less. A Specified Amount increase will take effect on the Monthly Anniversary Day on or following the day We approve the application for the increase provided both Insureds are alive on that day. The Specified Amount increase must be for at least $100,000. Each increase will have its own Surrender Charge schedule based on the increased issue Age, sex and Rate Class of each Insured. The Rate Class that applies to any Specified Amount increase may be different from the Rate Class that applies to the Initial Base Policy Specified Amount. Each increase will have its own cost of insurance schedule. 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 the Rate Classes 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 Base Policy Specified Amount. We will not permit a Specified Amount decrease that would reduce the Specified Amount below the Minimum Base Policy 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 RIDER 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. By meeting the GMDB Payment requirement, the Policy and any Riders will not lapse even if the Policy's Cash Surrender Value is not sufficient to cover the Monthly Deduction on a Monthly Anniversary Day during the GMDB Period. The GMDB Period begins when the policy is issued and continues until the policy anniversary on which the younger insured's attained age is 65 or ten years, if longer. 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 Premium each month which is greater than the No-Lapse Monthly Minimum Premium. The GMDB payment requirement is met if the total Premiums paid during the GMDB Period are at least as large as the sum of cumulative GMDB Premiums paid plus any partial surrenders and plus any Indebtedness. The cumulative GMDB Premiums equal the Guaranteed Minimum Death Benefit Premium times the number of Monthly Anniversary Days that have occurred plus one. The initial monthly GMDB Premium is shown in the Policy Schedule. The payment requirement for the GMDB rider must be met on each Monthly Anniversary Day. Ask Your registered representative for the particulars to Your own situation. 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 last Insured. Estate taxes may apply. 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 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, or the time period required by your state. 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 repaid, 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 terminate) 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 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 on each Policy Anniversary 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 first Policy Anniversary following the date the loan was made. 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 5% for Policy Years 1-20 and 5.5% for Policy Years 21 and later. Loan Repayment. You may repay loans at any time while the Policy is in force. There is no minimum loan repayment amount. Any loan repayment received will be repaid according to Your current allocation of Premiums. 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 with a loan outstanding 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 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 Service Center. All partial surrenders are subject to the following: 1. A partial surrender must be for at least $500. 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 Fee 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. Unlike a loan repayment, all additional deposits will be considered Premium and subject to the Premium charge. 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 Base Policy 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 on July 1, 1909 under the laws of the state of Missouri. BMA is licensed to do business in the District of Columbia, Puerto Rico and all states except New York. BMA operates as a reinsurer in the state of New York. BMA is a wholly owned subsidiary of Assicurazioni Generali S.p.A., which is the largest insurance organization in Italy. THE SEPARATE ACCOUNT We have established a separate account, BMA Variable Life Account A (Separate Account), to hold the assets that underlie the Policies. The assets of the Separate Account are being held in Our name on behalf of the Separate Account and legally belong to Us. However, those assets that underlie the Policies, are not chargeable with liabilities arising out of any other business We may conduct. All the income, gains and losses (realized and unrealized) resulting from those assets are credited to or charged against the Policies and not against any other Policies We may issue. DISTRIBUTORS Jones & Babson, Inc., 700 Karnes Boulevard, Kansas City, Missouri 64108, acts as a distributor of the Policies. Jones & Babson, Inc. was organized under the laws of the state of Missouri on February 23, 1959. Jones & Babson, Inc., is a member of the National Association of Securities Dealers, Inc., and is a wholly owned subsidiary of BMA. The Policy will be sold by individuals who, in addition to being licensed as life insurance agents for BMA, are also National Association of Securities Dealers (NASD) registered representatives. These persons will receive compensation for this sale. ADMINISTRATION We have hired Liberty Insurance Services, 2000 Wade Hampton Boulevard, Greenville, South Carolina 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 Liberty Insurance Services. 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, or the time period required by your state. 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 both of the Insureds are living, ownership passes to a contingent 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 last 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 May 1, 2001, the directors and executive officers of BMA and their business experience for the past five years are as follows: Name and Principal Positions and Offices With Depositor and Business Address* Business Experience for the Past Five Years 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 of BMA 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. Edward Scott Ritter Senior Vice President-Insurance Services, Corporate Development & Communications of BMA from 1998 to present; Vice President from 1990 to 1998. David Allen Gates Vice President - General Counsel and Secretary from 10/20/2000 to present; Vice President and General Counsel of BMA from 1998 to 10/19/2000; Regulatory Affairs Vice President from 1991 to 1998. Robert Noel Sawyer Director since 1997, Senior Vice President and Chief Investment Officer of BMA From 1990 to present. 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. Mel G. Carvill Director of BMA since March 9, 2000; Managing Director, Generali Worldwide Insurance Company, Ltd., Channel. Islands - GUERNSEY. Name and Principal Positions and Offices with Depositor and Business Address* Business Experience for the Past Five Years 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. Renzo Isler Director of BMA since December 31, 1999; Joint-Manager Life Division, Assicurazioni Generali, S.p.A., Trieste, Italy. 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. John Kessander Lundberg Director of BMA since 1990; Retired. John Pierre Mascotte Director of BMA since 1990; President and Chief Executive Officer-Blue Cross Blue Shield of Kansas City, Chairman- Johnson & Higgins of Missouri, Inc.; Chairman and Chief Executive Officer-The Continental Corporation. Andrea Rabusin Director of BMA since December 31, 1999; Manager, Pension Fund Investments Assicurazioni Generali, S.p.A., Tieste, Italy. * Principal business address is BMA Tower, 700 Karnes Blvd., Kansas City, Missouri 64108-3306. OFFICERS AND DIRECTORS OF JONES & BABSON, INC. As of May 1, 2001, the following are the officers and directors of Jones & Babson, Inc. and their position with Jones & Babson, Inc. ======================================================================================================================= Name and Principal Business Address* Position with Jones & Babson, Inc. ======================================================================================================================= Stephen S. Soden........................... President, Chairman and Chief Executive Officer P. Bradley Adams........................... Vice President, Chief Financial Officer and Treasurer William G. Cooke........................... Chief Compliance Officer Martin A. Cramer........................... Legal and Regulatory Affairs-Vice President and Secretary Constance B. Martin........................ Assistant Vice President Giorgio Balzer............................. Director Robert T. Rakich........................... Director Edward S. Ritter........................... Director Robert N. Sawyer........................... Director - -------------- * Principal business address is 700 Karnes Boulevard, Kansas City, Missouri 64108-3306. OFFICERS AND DIRECTORS OF CONSECO EQUITY SALES, INC. As of May 1, 2001, the following are the officers and directors of Conseco Equity Sales, Inc. and their position with Conseco Equity Sales, Inc. ======================================================================================================================= Name and Principal Business Address* Position with Conseco Equity Sales, Inc. ======================================================================================================================= L. Gregory Gloeckner....................... President and Director William P. Kovacs.......................... Vice President, General Counsel, Secretary and Director James S. Adams............................. Senior Vice President, Chief Accounting Officer, Treasurer and Director William T. Devanney, Jr.................... Senior Vice President, Corporate Taxes Christene H. Darnell....................... Vice President, Management Reporting Donald B. Johnston.......................... Vice President, Director - Mutual Fund Sales and Marketing - -------------- * 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 We are 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 Investment Options 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 and Fort Lauderdale, Florida 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 Maturity Date is the date the Accumulation Value of the Policy, less Indebtedness, is paid to You, if at least one of the Insureds is living and the Policy is in force. The Maturity Date is the Policy Anniversary following the younger Insureds 100th birthday. Your Policy will automatically be extended beyond the Maturity Date unless You requested to have the Policy matured. If 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 last Insured or the date that We receive Your request to surrender the Policy for its Cash Surrender Value. 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 ages of the Insureds are the Ages as of their last birthday on the Policy Date or Policy Anniversary. We determine this from the date of birth shown in the application. If the age 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 age 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 Insureds' 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 either of the Insureds 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, including those resulting from the termination of the Policy, 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 or termination of the Policy, 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. Tax Treatment of Payment Options. Under the Code, a portion of the Payment Option payments which are in excess of the death benefit proceeds are included in the Beneficiary's taxable income. Under a Payment Option payable for the lifetime of the Beneficiary, the death benefit proceeds are divided by the Beneficiary's life expectancy (or joint life expectancy in the case of a joint and survivor option) and proceeds received in excess of these prorated amounts are included in taxable income. The value of the death benefit proceeds is reduced by the value of any period certain or refund guarantee. Under a fixed payment or fixed period option, the death benefit proceeds are prorated by dividing the proceeds over the payment period under the option. Any payments in excess of the prorated amount will be included in taxable income. Multiple Policies. The Code further provides that multiple MECs which 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 At least once each calendar year We will furnish You with a report showing the amount of Death Benefit, Accumulation Value, Premiums paid since the last report, the amount of Debt and any other information as may be required by law. Any reports will be sent to Your last known address. 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 Distributor is a party or to which the assets of the Separate Account are subject. We are not involved in any litigation that is of material importance in relation to our total assets or that relates to the Separate Account. EXPERTS The financial statements of the BMA Variable Life Account A as of and for the year ended December 31, 2000 and the Consolidated Financial Statements of Business Men's Assurance Company of America as of and for the year ended December 31, 2000 have been audited by PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City, Missouri 64105, independent accountants, as set forth in their reports, and are included in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. The financial statements of the BMA Variable Life Account A for the year ended December 31, 1999 and for the period from December 1, 1998 (inception) to December 31, 1998, and the Consolidated Financial Statements of Business Men's Assurance Company of America as of December 31, 1999 and for the two years then ended were audited by Ernst & Young LLP, 1200 Main Street, Kansas City, Missouri 64105, independent accountants, as set forth in their reports, and are included in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. FINANCIAL STATEMENTS The financial statements of the Separate Account and BMA follow. BMA Variable Life Account A Financial Statements with Reports of Independent Accountants Years Ended December 31, 2000 and 1999 and period from December 1, 1998 (inception) to December 31, 1998 BMA VARIABLE LIFE ACCOUNT A FINANCIAL STATEMENTS Years ended December 31, 2000 and 1999 and period from December 1, 1998 (inception) to December 31, 1998 CONTENTS Reports of Independent Accountants.......................................... 1 Audited Financial Statements Statement of Net Assets..................................................... 3 Statements of Operations and Changes in Net Assets.......................... 5 Notes to Financial Statements............................................... 27 REPORT OF INDEPENDENT ACCOUNTANTS To the Contract Owners of BMA Variable Life Account A and The Board of Directors of Business Men's Assurance Company of America: In our opinion, the accompanying statement of net assets as of December 31, 2000 and the related statement of operations and changes in net assets present fairly, in all material respects, the financial position of BMA Variable Life Account A (the Account) at December 31, 2000, and the results of its operations and its changes in net assets for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Account's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The financial statements of the Account as of and for the year ended December 31, 1999 and for the period from December 1, 1998 (inception) to December 31, 1998 were audited by other independent accountants whose report dated February 3, 2000 expressed an unqualified opinion on those statements. /s/ PricewaterhouseCoopers LLP Kansas City, Missouri February 26, 2001 F-1 Report of Independent Auditors The Contract Owners BMA Variable Life Account A and The Board of Directors Business Men's Assurance Company of America We have audited the accompanying statements of operations and changes in net assets of BMA Variable Life Account A (the Account) for the year ended December 31, 1999 and the period from December 1, 1998 (inception) to December 31, 1998. These financial statements are the responsibility of the Account's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and changes in net assets of BMA Variable Life Account A for the periods described above in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Kansas City, Missouri February 3, 2000 F-2 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF NET ASSETS December 31, 2000 Number of Shares Share Value Cost Balance Sheet Amount ---------------- ----------- -------- -------------------- Assets Investments (Note 1): Investors Mark Series Fund, Inc.: Balanced............. 145 $ 9.31 $ 1,387 $ 1,353 Growth and Income.... 11,104 14.21 134,776 157,794 Large Cap Value...... 9,290 10.07 91,941 93,549 Small Cap Equity..... 5,530 9.45 71,298 52,262 Large Cap Growth..... 22,435 14.94 364,502 335,183 Intermediate Fixed Income.............. 6,596 9.74 62,347 64,242 Mid Cap Equity....... 10,254 12.39 119,896 127,052 Money Market......... 71,039 1.00 71,039 71,039 Global Fixed Income.. 122 8.98 1,272 1,095 Berger Institutional Products Trust (Berger IPT): 100 Fund............. 431 15.32 7,143 6,603 Growth and Income Fund................ 2,869 22.98 78,737 65,924 Small Company Growth Fund................ 1,403 21.61 31,845 30,318 International Fund... 23,309 13.10 318,441 305,347 Conseco Series Trust: Asset Allocation Portfolio........... 2,018 13.45 30,472 27,143 Common Stock Portfolio........... 2,000 19.43 47,664 38,868 Corporate Bond Portfolio........... 247 9.63 2,417 2,378 Government Securities Portfolio........... 97 11.54 1,175 1,125 The Alger American Fund: Growth Portfolio..... 5,241 47.27 295,609 247,765 Leveraged AllCap Portfolio........... 3,652 38.80 175,223 141,715 MidCap Growth Portfolio........... 3,648 30.62 115,985 111,707 Small Capitalization Portfolio........... 406 23.49 14,368 9,541 American Century Variable Portfolios, Inc.: VP Income and Growth. 42,125 7.11 317,328 299,511 VP International..... 3,817 10.23 48,899 39,049 VP Value............. 8,584 6.67 49,622 57,252 Dreyfus Socially Responsible Growth Fund, Inc............. 1,117 34.47 42,256 38,508 Dreyfus Stock Index Fund.................. 9,752 34.00 360,712 331,553 Dreyfus Variable Investment Fund: Disciplined Stock Portfolio........... 2,705 24.19 69,619 65,445 International Value Portfolio........... 126 13.52 1,803 1,707 Federated Insurance Series: High-Income Bond Fund II.................. 3,119 8.46 31,122 26,387 International Equity Fund II............. 497 18.49 10,303 9,192 Utility Fund II...... 125 12.44 1,745 1,558 INVESCO Variable Investment Funds: High Yield Portfolio. 915 10.07 10,443 9,211 Industrial Income Portfolio........... 923 20.71 19,020 19,122 Lazard Retirement Series, Inc.: Retirement Equity Portfolio........... 154 10.20 1,667 1,573 Retirement Small Cap Portfolio........... 15,096 11.75 159,457 177,382 Neuberger & Berman Advisors Management Trust: Limited Maturity Bond Portfolio........... 183 13.19 2,363 2,418 Partners Portfolio... 1,174 16.17 19,397 18,984 Strong Opportunity Fund II............... 881 23.94 22,473 21,084 Strong Variable Insurance Funds, Inc.: Growth Fund II....... 3,556 23.66 113,288 84,144 Van Eck Worldwide Insurance Trust: Worldwide Bond Fund.. 92 10.37 1,100 949 Worldwide Emerging Markets Fund........ 1,310 8.29 15,888 10,858 Worldwide Hard Assets Fund................ 830 12.07 9,504 10,023 Worldwide Real Estate Fund................ 123 10.62 1,157 1,301 Variable Insurance Products Fund (VIP): Fidelity VIP Overseas Portfolio........... 1,587 19.90 35,036 31,586 Fidelity VIP Growth Portfolio........... 90 43.43 4,078 3,901 Variable Insurance Products Fund II (VIP II): Fidelity VIP II Contrafund Portfolio........... 140 23.64 3,332 3,314 ---------- Total investments....... 3,158,015 Dividend receivable..... 378 Receivable from BMA..... 16,956 ---------- Total assets............ 3,175,349 Liability payable to BMA.................... (1,520) ---------- Net assets.............. $3,173,829 ========== See accompanying notes. F-3 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF NET ASSETS--(Continued) December 31, 2000 Number of Units Unit Value Amount --------------- ---------- ---------- Net assets are represented by (Note 3): Accumulation units: Investors Mark Series Fund, Inc.: Balanced............................ 118 $11.4489 $ 1,356 Growth and Income................... 11,387 13.9407 158,738 Large Cap Value..................... 8,727 10.9836 95,853 Small Cap Equity.................... 3,154 16.9536 53,470 Large Cap Growth.................... 25,894 13.1601 340,771 Intermediate Fixed Income........... 5,801 11.0768 64,254 Mid Cap Equity...................... 9,438 13.8252 130,487 Money Market........................ 6,518 11.1106 72,419 Global Fixed Income................. 100 10.9459 1,095 Berger Institutional Products Trust (Berger IPT): 100 Fund............................ 498 13.2664 6,607 Growth and Income Fund.............. 4,183 15.7594 65,924 Small Company Growth Fund........... 1,504 20.3330 30,588 International Fund.................. 25,027 12.1513 304,109 Conseco Series Trust: Asset Allocation Portfolio.......... 1,839 14.8424 27,298 Common Stock Portfolio.............. 2,267 17.1570 38,898 Corporate Bond Portfolio............ 216 10.9890 2,378 Government Securities Portfolio..... 103 10.8831 1,125 The Alger American Fund: Growth Portfolio.................... 19,423 12.7816 248,257 Leveraged AllCap Portfolio.......... 9,107 15.5867 141,947 MidCap Growth Portfolio............. 6,894 16.2026 111,705 Small Capitalization Portfolio...... 817 11.7718 9,611 American Century Variable Portfolios, Inc.: VP Income and Growth................ 26,791 11.1801 299,531 VP International.................... 2,715 14.3801 39,044 VP Value............................ 4,904 11.6618 57,185 Dreyfus Socially Responsible Growth Fund, Inc............................ 3,096 12.4878 38,668 Dreyfus Stock Index Fund.............. 28,671 11.5736 331,829 Dreyfus Variable Investment Fund: Disciplined Stock Portfolio......... 5,669 11.5414 65,422 International Value Portfolio....... 135 12.5865 1,706 Federated Insurance Series: High-Income Bond Fund II............ 2,843 9.2822 26,391 International Equity Fund II........ 594 15.4415 9,168 Utility Fund II..................... 162 9.5923 1,552 INVESCO Variable Investment Funds: High Yield Portfolio................ 962 9.5660 9,202 Industrial Income Portfolio......... 1,533 12.4466 19,086 Lazard Retirement Series, Inc.: Retirement Equity Portfolio......... 139 11.3042 1,572 Retirement Small Cap Portfolio...... 13,719 12.9449 177,591 Neuberger & Berman Advisors Management Trust: Limited Maturity Bond Portfolio..... 222 10.8519 2,403 Partners Portfolio.................. 1,712 11.0696 18,947 Strong Opportunity Fund II............ 1,436 15.0472 21,613 Strong Variable Insurance Funds, Inc.: Growth Fund II...................... 4,610 18.2525 84,137 Van Eck Worldwide Insurance Trust: Worldwide Bond Fund................. 100 9.5373 949 Worldwide Emerging Markets Fund..... 925 11.7256 10,843 Worldwide Hard Assets Fund.......... 760 13.1649 10,013 Worldwide Real Estate Fund.......... 112 11.7011 1,301 Variable Insurance Products Fund (VIP): Fidelity VIP Overseas Portfolio..... 3,711 8.5043 31,562 Fidelity VIP Growth Portfolio....... 467 8.3729 3,910 Variable Insurance Products Fund II (VIP II): Fidelity VIP II Contrafund Portfolio.......................... 356 9.3071 3,314 ---------- Net assets............................... $3,173,829 ========== See accompanying notes. F-4 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS Year Ended December 31, 2000 Investors Mark Series Fund -------------------------------------------------------------------- Growth Large Small Large Intermediate Mid and Cap Cap Cap Fixed Cap Balanced Income Value Equity Growth Income Equity -------- -------- ------- ------- -------- ------------ -------- Net investment income (loss): Dividend income....... $ 45 $ 1,489 $ 1,372 $ 0 $ 0 $ 3,372 $ 169 Risk charge (Note 2).. (1) (689) (419) (209) (2,030) (201) (613) ------ -------- ------- ------- -------- ------- -------- Net investment income (loss)................. 44 800 953 (209) (2,030) 3,171 (444) Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions......... 25 3,045 (692) 14,727 22,240 (148) 17,764 Increase (decrease) in unrealized appreciation on investments.......... 17 23,353 7,880 (21,405) (70,361) 2,176 5,471 ------ -------- ------- ------- -------- ------- -------- Net realized and unrealized gain (loss) on investments......... 42 26,398 7,188 (6,678) (48,121) 2,028 23,235 ------ -------- ------- ------- -------- ------- -------- Net increase (decrease) in net assets resulting from operations........ 86 27,198 8,141 (6,887) (50,151) 5,199 22,791 Capital share transactions: Transfers of net variable contract deposits............. 381 97,443 34,989 26,737 51,246 48,226 50,065 Transfers of surrenders and death benefits............. -- -- -- -- -- -- -- Transfers of cost of insurance and policy charges.............. (219) (11,565) (6,799) (5,824) (21,011) (4,032) (11,580) Transfers between subaccounts, including fixed interest subaccount.. 52 16,156 17,294 31,585 154,261 11,294 23,080 ------ -------- ------- ------- -------- ------- -------- Net increase in net assets resulting from capital share transactions........... 214 102,034 45,484 52,498 184,496 55,488 61,565 ------ -------- ------- ------- -------- ------- -------- Net increase in net assets................. 300 129,232 53,625 45,611 134,345 60,687 84,356 Net assets at beginning of year................ 1,056 29,506 42,228 7,859 206,426 3,567 46,131 ------ -------- ------- ------- -------- ------- -------- Net assets at end of year................ $1,356 $158,738 $95,853 $53,470 $340,771 $64,254 $130,487 ====== ======== ======= ======= ======== ======= ======== See accompanying notes. F-5 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 2000 Investors Mark Series Fund Berger Institutional Products Trust ------------------- ----------------------------------------- Growth Small Global and Company Money Fixed 100 Income Growth International Market Income Fund Fund Fund Fund ----------- ------ ------- -------- ------- ------------- Net investment income (loss): Dividend income....... $ 9,282 $ 120 $ 0 $ 0 $ 0 $ 909 Risk charge (Note 2).. (2,455) -- (45) (478) (182) (1,563) ----------- ------ ------- -------- ------- -------- Net investment income (loss)................. 6,827 120 (45) (478) (182) (654) Net realized and unrealized loss on investments: Net realized gain on investment transactions......... -- -- 660 5,953 4,245 3,883 Decrease in unrealized appreciation on investments.......... -- (25) (2,117) (17,347) (7,914) (17,897) ----------- ------ ------- -------- ------- -------- Net realized and unrealized loss on investments............ -- (25) (1,457) (11,394) (3,669) (14,014) ----------- ------ ------- -------- ------- -------- Net increase (decrease) in net assets resulting from operations........ 6,827 95 (1,502) (11,872) (3,851) (14,668) Capital share transactions: Transfers of net variable contract deposits............. 1,341,721 -- 2,443 26,909 7,460 151,111 Transfers of surrenders and death benefits............. -- -- (465) (1,218) -- -- Transfers of cost of insurance and policy charges.............. (45,981) -- (951) (9,023) (2,979) (22,399) Transfers between subaccounts, including fixed interest subaccount.. (1,429,679) -- 1,379 43,040 15,559 162,715 ----------- ------ ------- -------- ------- -------- Net increase (decrease) in net assets resulting from capital share transactions........... (133,939) -- 2,406 59,708 20,040 291,427 ----------- ------ ------- -------- ------- -------- Net increase (decrease) in net assets.......... (127,112) 95 904 47,836 16,189 276,759 Net assets at beginning of year................ 199,531 1,000 5,703 18,088 14,399 27,350 ----------- ------ ------- -------- ------- -------- Net assets at end of year................ $ 72,419 $1,095 $ 6,607 $ 65,924 $30,588 $304,109 =========== ====== ======= ======== ======= ======== See accompanying notes. F-6 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 2000 The Alger American Conseco Series Trust Fund ----------------------------------------- -------------------- Asset Common Corporate Government Leveraged Allocation Stock Bond Securities Growth AllCap Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio ---------- --------- --------- ---------- --------- --------- Net investment income (loss): Dividend income....... $ 3,915 $ 7,145 $ 137 $ 62 $ -- $ -- Risk charge (Note 2).. (183) (41) (8) -- (637) (518) ------- ------- ------ ------ -------- -------- Net investment income (loss)................. 3,732 7,104 129 62 (637) (518) Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions......... 821 1,204 -- (2) 32,754 11,408 Increase (decrease) in unrealized appreciation on investments.......... (3,669) (8,558) 55 59 (78,653) (46,068) ------- ------- ------ ------ -------- -------- Net realized and unrealized gain (loss) on investments......... (2,848) (7,354) 55 57 (45,899) (34,660) ------- ------- ------ ------ -------- -------- Net increase (decrease) in net assets resulting from operations........ 884 (250) 184 119 (46,536) (35,178) Capital share transactions: Transfers of net variable contract deposits............. 12,522 11,142 759 126 83,762 72,930 Transfers of surrenders and death benefits............. -- (535) -- -- (10,214) (4,252) Transfers of cost of insurance and policy charges.............. (4,260) (5,221) (203) (102) (26,142) (21,427) Transfers between subaccounts, including fixed interest subaccount.. 3 6,936 27 10 61,569 74,189 ------- ------- ------ ------ -------- -------- Net increase in net assets resulting from capital share transactions........... 8,265 12,322 583 34 108,975 121,440 ------- ------- ------ ------ -------- -------- Net increase in net assets................. 9,149 12,072 767 153 62,439 86,262 Net assets at beginning of year................ 18,149 26,826 1,611 972 185,818 55,685 ------- ------- ------ ------ -------- -------- Net assets at end of year................ $27,298 $38,898 $2,378 $1,125 $248,257 $141,947 ======= ======= ====== ====== ======== ======== See accompanying notes. F-7 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 2000 American Century Variable The Alger American Fund Portfolios, Inc. ------------------------- ------------------------------- Dreyfus VP Socially MidCap Small Income Responsible Growth Capitalization and VP VP Growth Portfolio Portfolio Growth International Value Fund, Inc. --------- -------------- -------- ------------- ------- ----------- Net investment income (loss): Dividend income....... $ -- $ -- $ 813 $ 43 $ 332 $ 314 Risk charge (Note 2).. (364) (80) (1,415) (214) (332) (213) -------- ------- -------- -------- ------- ------- Net investment income (loss)................. (364) (80) (602) (171) -- 101 Net realized and unrealized gain (loss) on investments: Net realized gain on investment transactions......... 3,795 3,276 442 666 387 678 Increase (decrease) in unrealized appreciation on investments.......... (7,315) (6,431) (22,554) (10,813) 8,822 (5,212) -------- ------- -------- -------- ------- ------- Net realized and unrealized gain (loss) on investments......... (3,520) (3,155) (22,112) (10,147) 9,209 (4,534) -------- ------- -------- -------- ------- ------- Net increase (decrease) in net assets resulting from operations........ (3,884) (3,235) (22,714) (10,318) 9,209 (4,433) Capital share transactions: Transfers of net variable contract deposits............. 33,569 3,535 113,660 9,439 13,558 28,123 Transfers of surrenders and death benefits............. (1,475) (404) (509) -- -- (1,169) Transfers of cost of insurance and policy charges.............. (8,563) (1,310) (21,915) (2,258) (4,638) (9,565) Transfers between subaccounts, including fixed interest subaccount.. 72,242 2,052 172,435 39,725 17,802 7,694 -------- ------- -------- -------- ------- ------- Net increase in net assets resulting from capital share transactions........... 95,773 3,873 263,671 46,906 26,722 25,083 -------- ------- -------- -------- ------- ------- Net increase in net assets................. 91,889 638 240,957 36,588 35,931 20,650 Net assets at beginning of year................ 19,816 8,973 58,574 2,456 21,254 18,018 -------- ------- -------- -------- ------- ------- Net assets at end of year................ $111,705 $ 9,611 $299,531 $ 39,044 $57,185 $38,668 ======== ======= ======== ======== ======= ======= See accompanying notes. F-8 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 2000 Dreyfus Variable Investment Fund Federated Insurance Series ------------------------- ------------------------------ Dreyfus High- Stock Disciplined International Income International Index Stock Value Bond Equity Utility Fund Portfolio Portfolio Fund II Fund II Fund II -------- ----------- ------------- ------- ------------- ------- Net investment income (loss): Dividend income....... $ 2,672 $ 141 $ 7 $ 2,879 $ -- $ 56 Risk charge (Note 2).. (1,838) (368) (2) (234) (55) (5) -------- ------- ------ ------- ------ ------ Net investment income (loss)................. 834 (227) 5 2,645 (55) 51 Net realized and unrealized loss on investments: Net realized gain (loss) on investment transactions......... 6,186 1,050 159 (347) 1,288 (53) Decrease in unrealized appreciation on investments.......... (33,468) (7,908) (227) (5,124) (3,155) (167) -------- ------- ------ ------- ------ ------ Net realized and unrealized loss on investments............ (27,282) (6,858) (68) (5,471) (1,867) (220) -------- ------- ------ ------- ------ ------ Net decrease in net assets resulting from operations............. (26,448) (7,085) (63) (2,826) (1,922) (169) Capital share transactions: Transfers of net variable contract deposits............. 90,162 32,218 92 14,260 2,976 1,002 Transfers of surrenders and death benefits............. (1,273) -- -- -- -- -- Transfers of cost of insurance and policy charges.............. (26,669) (9,839) (66) (3,596) (940) (320) Transfers between subaccounts, including fixed interest subaccount.. 225,889 13,393 421 108 4,240 (644) -------- ------- ------ ------- ------ ------ Net increase in net assets resulting from capital share transactions........... 288,109 35,772 447 10,772 6,276 38 -------- ------- ------ ------- ------ ------ Net increase (decrease) in net assets.......... 261,661 28,687 384 7,946 4,354 (131) Net assets at beginning of year................ 70,168 36,735 1,322 18,445 4,814 1,683 -------- ------- ------ ------- ------ ------ Net assets at end of year................ $331,829 $65,422 $1,706 $26,391 $9,168 $1,552 ======== ======= ====== ======= ====== ====== See accompanying notes. F-9 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 2000 Neuberger & Berman INVESCO Variable Lazard Retirement Advisors Management Investment Funds Series, Inc. Trust -------------------- --------------------- ------------------- Limited High Industrial Retirement Retirement Maturity Strong Yield Income Equity Small Cap Bond Partners Opportunity Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Fund II --------- ---------- ---------- ---------- --------- --------- ----------- Net investment income (loss): Dividend income....... $ 86 $ 16 $ 178 $ 1,881 $ 100 $ 66 $ 47 Risk charge (Note 2).. (12) (125) (2) (727) (9) (68) (157) ------- ------- ------ -------- ------ ------- ------- Net investment income (loss)................. 74 (109) 176 1,154 91 (2) (110) Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions......... (23) 1,151 2 426 (41) 1,135 4,351 Increase (decrease) in unrealized appreciation on investments.......... (1,003) (456) (184) 17,938 88 (733) (2,878) ------- ------- ------ -------- ------ ------- ------- Net realized and unrealized gain (loss) on investments......... (1,026) 695 (182) 18,364 47 402 1,473 ------- ------- ------ -------- ------ ------- ------- Net increase (decrease) in net assets resulting from operations........ (952) 586 (6) 19,518 138 400 1,363 Capital share transactions: Transfers of net variable contract deposits............. 2,116 10,446 92 18,680 834 15,398 9,117 Transfers of surrenders and death benefits............. -- -- -- -- (435) -- -- Transfers of cost of insurance and policy charges.............. (430) (2,991) (68) (6,630) (276) (2,283) (4,318) Transfers between subaccounts, including fixed interest subaccount.. 3,205 2,913 421 140,770 457 (353) 2,670 ------- ------- ------ -------- ------ ------- ------- Net increase in net assets resulting from capital share transactions........... 4,891 10,368 445 152,820 580 12,762 7,469 ------- ------- ------ -------- ------ ------- ------- Net increase in net assets................. 3,939 10,954 439 172,338 718 13,162 8,832 Net assets at beginning of year................ 5,263 8,132 1,133 5,253 1,685 5,785 12,781 ------- ------- ------ -------- ------ ------- ------- Net assets at end of year................ $ 9,202 $19,086 $1,572 $177,591 $2,403 $18,947 $21,613 ======= ======= ====== ======== ====== ======= ======= See accompanying notes. F-10 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 2000 Strong Variable Insurance Funds, Inc. Van Eck Worldwide Insurance Trust ----------- --------------------------------------- Worldwide Worldwide Worldwide Emerging Hard Real Growth Worldwide Markets Assets Estate Fund II Bond Fund Fund Fund Fund ----------- --------- --------- --------- --------- Net investment income (loss): Dividend income......... $ -- $ 44 $ -- $ 61 $ 22 Risk charge (Note 2).... (517) -- (92) (49) -- -------- ---- ------- ------- ------ Net investment income (loss)................... (517) 44 (92) 12 22 Net realized and unrealized gain (loss) on investments: Net realized gain on investment transactions........... 12,313 -- 1,027 140 -- Increase (decrease) in unrealized appreciation on investments......... (35,611) (27) (8,436) 360 173 -------- ---- ------- ------- ------ Net realized and unrealized gain (loss) on investments.............. (23,298) (27) (7,409) 500 173 -------- ---- ------- ------- ------ Net increase (decrease) in net assets resulting from operations............... (23,815) 17 (7,501) 512 195 Capital share transactions: Transfers of net variable contract deposits............... 43,815 -- 5,736 5,069 204 Transfers of surrenders and death benefits..... (1,937) -- -- -- -- Transfers of cost of insurance and policy charges................ (14,532) -- (1,626) (1,288) (114) Transfers between subaccounts, including fixed interest subaccount............. 53,970 5,420 -- 24 -------- ---- ------- ------- ------ Net increase in net assets resulting from capital share transactions....... 81,316 -- 9,530 3,781 114 -------- ---- ------- ------- ------ Net increase in net assets................... 57,501 17 2,029 4,293 309 Net assets at beginning of year..................... 26,636 932 8,814 5,720 992 -------- ---- ------- ------- ------ Net assets at end of year.................. $ 84,137 $949 $10,843 $10,013 $1,301 ======== ==== ======= ======= ====== See accompanying notes. F-11 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 2000 Variable Insurance Variable Insurance Products Fund Products Fund II ------------------- ------------------ Overseas Growth Contrafund Portfolio Portfolio Portfolio Total --------- --------- ------------------ ---------- Net investment income (loss): Dividend income.......... $ -- $ -- $ -- $ 37,775 Risk charge (Note 2)..... (87) (2) (4) (17,243) ------- ------ ------ ---------- Net investment income (loss).................... (87) (2) (4) 20,532 Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions............ (9) (1) -- 155,885 Decrease in unrealized appreciation on investments............. (3,450) (177) (19) (362,970) ------- ------ ------ ---------- Net realized and unrealized loss on investments....... (3,459) (178) (19) (207,085) ------- ------ ------ ---------- Net decrease in net assets resulting from operations. (3,546) (180) (23) (186,553) Capital share transactions: Transfers of net variable contract deposits....... 6,204 420 95 2,480,792 Transfers of surrenders and death benefits...... -- -- -- (23,886) Transfers of cost of insurance and policy charges................. (528) (220) (82) (324,783) Transfers between subaccounts, including fixed interest subaccount.............. 29,432 3,890 3,324 (9,030) ------- ------ ------ ---------- Net increase in net assets resulting from capital share transactions........ 35,108 4,090 3,337 2,123,093 ------- ------ ------ ---------- Net increase in net assets. 31,562 3,910 3,314 1,936,540 Net assets at beginning of year...................... -- -- -- 1,237,289 ------- ------ ------ ---------- Net assets at end of year................... $31,562 $3,910 $3,314 $3,173,829 ======= ====== ====== ========== See accompanying notes. F-12 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS Year ended December 31, 1999 Investors Mark Series Fund ----------------------------------------------------------------- Growth Large Small Large and Cap Cap Cap Intermediate Mid Cap Balanced Income Value Equity Growth Fixed Income Equity -------- ------- ------- ------ -------- ------------ ------- Net investment income (loss): Dividend income....... $ 50 $ 237 $ 936 $ -- $ -- $ 215 $ 109 Risk charge (Note 2).. -- (91) (142) (12) (456) (17) (146) ------ ------- ------- ------ -------- ------ ------- Net investment income (loss)................. 50 146 794 (12) (456) 198 (37) Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions......... 8 1,729 1,417 80 310 (13) 136 Increase (decrease) in unrealized appreciation on investments.......... 22 (353) (6,240) 2,297 40,982 (221) 1,637 ------ ------- ------- ------ -------- ------ ------- Net realized and unrealized gain (loss) on investments......... 30 1,376 (4,823) 2,377 41,292 (234) 1,773 ------ ------- ------- ------ -------- ------ ------- Net increase (decrease) in net assets resulting from operations........ 80 1,522 (4,029) 2,365 40,836 (36) 1,736 Capital share transactions: Transfers of net variable contract deposits............. -- 5,045 1,536 799 1,835 176 3,701 Transfers of surrenders and death benefits............. -- -- -- -- -- -- -- Transfers of cost of insurance and policy charges.............. -- (2,466) (1,843) (544) (3,582) (555) (2,604) Transfers between subaccounts, including fixed interest subaccount.. -- 24,376 45,566 4,166 166,276 2,982 42,240 ------ ------- ------- ------ -------- ------ ------- Net increase in net assets resulting from capital share transactions........... -- 26,955 45,259 4,421 164,529 2,603 43,337 ------ ------- ------- ------ -------- ------ ------- Net increase in net assets................. 80 28,477 41,230 6,786 205,365 2,567 45,073 Net assets at beginning of year................ 976 1,029 998 1,073 1,061 1,000 1,058 ------ ------- ------- ------ -------- ------ ------- Net assets at end of year................ $1,056 $29,506 $42,228 $7,859 $206,426 $3,567 $46,131 ====== ======= ======= ====== ======== ====== ======= See accompanying notes. F-13 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 1999 Investors Mark Series Fund Berger Institutional Products Trust ---------------- --------------------------------------- Growth Small Global and Company Money Fixed 100 Income Growth International Market Income Fund Fund Fund Fund -------- ------ ------ ------- ------- ------------- Net investment income (loss): Dividend income....... $ 2,339 $ 69 $ 1 $ -- $ -- $ 152 Risk charge (Note 2).. (1,663) -- (10) (37) (40) (77) -------- ------ ------ ------- ------- ------- Net investment income (loss)................. 676 69 (9) (37) (40) 75 Net realized and unrealized gain (loss) on investments: Net realized gain on investment transactions......... -- -- 63 289 45 191 Increase (decrease) in unrealized appreciation on investments.......... -- (72) 1,510 4,447 6,255 4,758 -------- ------ ------ ------- ------- ------- Net realized and unrealized gain (loss) on investments......... (72) 1,573 4,736 6,300 4,949 -------- ------ ------ ------- ------- ------- Net increase (decrease) in net assets resulting from operations........ 676 (3) 1,564 4,699 6,260 5,024 Capital share transactions: Transfers of net variable contract deposits............. 986,922 -- 1,023 3,647 2,398 5,278 Transfers of surrenders and death benefits............. -- -- -- (73) -- -- Transfers of cost of insurance and policy charges.............. (41,858) -- (400) (2,081) (737) (3,402) Transfers between subaccounts, including fixed interest subaccount.. (747,209) -- 2,447 10,803 5,344 19,389 -------- ------ ------ ------- ------- ------- Net increase in net assets resulting from capital share transactions........... 197,855 -- 3,070 12,296 7,005 21,265 -------- ------ ------ ------- ------- ------- Net increase (decrease) in net assets.......... 198,531 (3) 4,634 16,995 13,265 26,289 Net assets at beginning of year................ 1,000 1,003 1,069 1,093 1,134 1,061 -------- ------ ------ ------- ------- ------- Net assets at end of year................ $199,531 $1,000 $5,703 $18,088 $14,399 $27,350 ======== ====== ====== ======= ======= ======= See accompanying notes. F-14 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 1999 The Alger American Conseco Series Trust Fund ----------------------------------------- -------------------- Asset Common Corporate Government Leveraged Allocation Stock Bond Securities Growth AllCap Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio ---------- --------- --------- ---------- --------- --------- Net investment income (loss): Dividend income....... $ 254 $ 2 $ 88 $ 54 $ 12 $ -- Risk charge (Note 2).. (53) (85) (4) -- (430) (113) ------- ------- ------ ----- -------- ------- Net investment income (loss)................. 201 (83) 84 54 (418) (113) Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions......... 2,900 7,689 (2) 22 889 1,924 Increase (decrease) in unrealized appreciation on investments.......... 300 (337) (90) (100) 30,707 12,422 ------- ------- ------ ----- -------- ------- Net realized and unrealized gain (loss) on investments......... 3,200 7,352 (92) (78) 31,596 14,346 ------- ------- ------ ----- -------- ------- Net increase (decrease) in net assets resulting from operations........ 3,401 7,269 (8) (24) 31,178 14,233 Capital share transactions: Transfers of net variable contract deposits............. 11,298 8,508 383 -- 32,244 19,392 Transfers of surrenders and death benefits............. -- (329) -- -- (961) (965) Transfers of cost of insurance and policy charges.............. (2,270) (2,173) (97) -- (10,092) (7,034) Transfers between subaccounts, including fixed interest subaccount.. 4,672 12,451 332 -- 132,347 28,921 ------- ------- ------ ----- -------- ------- Net increase in net assets resulting from capital share transactions........... 13,700 18,457 618 -- 153,538 40,314 ------- ------- ------ ----- -------- ------- Net increase (decrease) in net assets.......... 17,101 25,726 610 (24) 184,716 54,547 Net assets at beginning of year................ 1,048 1,100 1,001 996 1,102 1,138 ------- ------- ------ ----- -------- ------- Net assets at end of year................ $18,149 $26,826 $1,611 $ 972 $185,818 $55,685 ======= ======= ====== ===== ======== ======= See accompanying notes. F-15 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 1999 American Century Variable The Alger American Fund Portfolios, Inc. ------------------------ ------------------------------- Dreyfus VP Socially MidCap Small Income Responsible Growth Capitalization and VP Growth Portfolio Portfolio Growth International VP Value Fund, Inc. --------- -------------- ------- ------------- -------- ----------- Net investment loss: Dividend income....... $ -- $ -- $ -- $ -- $ 10 $ 2 Risk charge (Note 2).. (41) (20) (147) (1) (37) (51) ------- ------ ------- ------ ------- ------- Net investment loss..... (41) (20) (147) (1) (27) (49) Net realized and unrealized gain (loss) on investments: Net realized gain on investment transactions......... 327 498 326 11 62 1,159 Increase (decrease) in unrealized appreciation on investments.......... 2,917 1,491 4,694 884 (1,185) 1,444 ------- ------ ------- ------ ------- ------- Net realized and unrealized gain (loss) on investments......... 3,244 1,989 5,020 895 (1,123) 2,603 ------- ------ ------- ------ ------- ------- Net increase (decrease) in net assets resulting from operations........ 3,203 1,969 4,873 894 (1,150) 2,554 Capital share transactions: Transfers of net variable contract deposits............. 4,981 1,484 15,206 509 3,633 6,935 Transfers of surrenders and death benefits............. (316) -- (65) -- -- (208) Transfers of cost of insurance and policy charges.............. (2,655) (513) (5,277) (232) (673) (2,764) Transfers between subaccounts, including fixed interest subaccount.. 13,485 4,919 42,789 206 18,451 10,440 ------- ------ ------- ------ ------- ------- Net increase in net assets resulting from capital share transactions........... 15,495 5,890 52,653 483 21,411 14,403 ------- ------ ------- ------ ------- ------- Net increase in net assets................. 18,698 7,859 57,526 1,377 20,261 16,957 Net assets at beginning of year................ 1,118 1,114 1,048 1,079 993 1,061 ------- ------ ------- ------ ------- ------- Net assets at end of year................ $19,816 $8,973 $58,574 $2,456 $21,254 $18,018 ======= ====== ======= ====== ======= ======= See accompanying notes. F-16 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 1999 Dreyfus Variable Investment Fund Federated Insurance Series ------------------------- ------------------------------ Dreyfus High- Stock Disciplined International Income International Index Stock Value Bond Equity Utility Fund Portfolio Portfolio Fund II Fund II Fund II ------- ----------- ------------- ------- ------------- ------- Net investment income (loss): Dividend income....... $ 349 $ 134 $ 10 $ 79 $ -- $ 25 Risk charge (Note 2).. (169) (75) -- (36) (7) (2) ------- ------- ------ ------- ------ ------ Net investment income (loss)................. 180 59 10 43 (7) 23 Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions......... 695 387 102 (70) 44 50 Increase (decrease) in unrealized appreciation on investments.......... 4,265 3,678 176 393 1,950 (53) ------- ------- ------ ------- ------ ------ Net realized and unrealized gain (loss) on investments......... 4,960 4,065 278 323 1,994 (3) ------- ------- ------ ------- ------ ------ Net increase in net assets resulting from operations............. 5,140 4,124 288 366 1,987 20 Capital share transactions: Transfers of net variable contract deposits............. 21,652 519 -- -- 329 732 Transfers of surrenders and death benefits............. -- -- -- -- -- -- Transfers of cost of insurance and policy charges.............. (4,938) (2,281) -- (892) (152) (277) Transfers between subaccounts, including fixed interest subaccount.. 47,267 33,312 -- 17,974 1,556 176 ------- ------- ------ ------- ------ ------ Net increase in net assets resulting from capital share transactions........... 63,981 31,550 -- 17,082 1,733 631 ------- ------- ------ ------- ------ ------ Net increase in net assets................. 69,121 35,674 288 17,448 3,720 651 Net assets at beginning of year................ 1,047 1,061 1,034 997 1,094 1,032 ------- ------- ------ ------- ------ ------ Net assets at end of year................... $70,168 $36,735 $1,322 $18,445 $4,814 $1,683 ======= ======= ====== ======= ====== ====== See accompanying notes. F-17 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 1999 Neuberger & Berman INVESCO Variable Lazard Retirement Advisors Management Investment Funds Series, Inc. Trust -------------------- --------------------- ------------------- Limited High Industrial Retirement Retirement Maturity Strong Yield Income Equity Small Cap Bond Partners Opportunity Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Fund II --------- ---------- ---------- ---------- --------- --------- ----------- Net investment income (loss): Dividend income....... $ 359 $ 94 $ 7 $ 8 $ 56 $ 13 $ 135 Risk charge (Note 2).. (8) (14) -- (13) (1) (13) (35) ------ ------ ------ ------ ------ ------ ------- Net investment income (loss)................. 351 80 7 (5) 55 -- 100 Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions......... (3) 86 33 106 (6) 31 177 Increase (decrease) in unrealized appreciation on investments.......... (118) 583 46 (32) (32) 301 1,448 ------ ------ ------ ------ ------ ------ ------- Net realized and unrealized gain (loss) on investments......... (121) 669 79 74 (38) 332 1,625 ------ ------ ------ ------ ------ ------ ------- Net increase in net assets resulting from operations............. 230 749 86 69 17 332 1,725 Capital share transactions: Transfers of net variable contract deposits............. -- 78 -- 366 284 1,807 2,447 Transfers of surrenders and death benefits............. -- -- -- -- -- -- (139) Transfers of cost of insurance and policy charges.............. (37) (436) -- (382) (109) (667) (1,114) Transfers between subaccounts, including fixed interest subaccount.. 4,077 6,715 -- 4,181 494 3,294 8,819 ------ ------ ------ ------ ------ ------ ------- Net increase in net assets resulting from capital share transactions........... 4,040 6,357 -- 4,165 669 4,434 10,013 ------ ------ ------ ------ ------ ------ ------- Net increase in net assets................. 4,270 7,106 86 4,234 686 4,766 11,738 Net assets at beginning of year................ 993 1,026 1,047 1,019 999 1,019 1,043 ------ ------ ------ ------ ------ ------ ------- Net assets at end of year................... $5,263 $8,132 $1,133 $5,253 $1,685 $5,785 $12,781 ====== ====== ====== ====== ====== ====== ======= See accompanying notes. F-18 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Year ended December 31, 1999 Strong Variable Insurance Funds, Inc. Van Eck Worldwide Insurance Trust ----------- --------------------------------------- Worldwide Worldwide Worldwide Emerging Hard Real Growth Fund Worldwide Markets Assets Estate II Bond Fund Fund Fund Fund Total ----------- --------- --------- --------- --------- ---------- Net investment income (loss): Dividend income....... $ 2 $ 39 $ -- $ 15 $ 21 $ 5,876 Risk charge (Note 2).. (36) -- (11) (12) -- (4,105) ------- ------ ------ ------ ------ ---------- Net investment income (loss)................. (34) 39 (11) 3 21 1,771 Net realized and unrealized gain (loss) on investments: Net realized gain on investment transactions......... 415 17 100 47 -- 22,271 Increase (decrease) in unrealized appreciation on investments.......... 6,338 (135) 3,382 170 (42) 130,487 ------- ------ ------ ------ ------ ---------- Net realized and unrealized gain (loss) on investments......... 6,753 (118) 3,482 217 (42) 152,758 ------- ------ ------ ------ ------ ---------- Net increase (decrease) in net assets resulting from operations........ 6,719 (79) 3,471 220 (21) 154,529 Capital share transactions: Transfers of net variable contract deposits............. 6,788 -- 122 4 -- 1,152,061 Transfers of surrenders and death benefits............. (75) -- -- -- -- (3,131) Transfers of cost of insurance and policy charges.............. (2,675) -- (302) (441) -- (108,555) Transfers between subaccounts, including fixed interest subaccount 14,753 -- 4,500 4,948 -- (2,541) ------- ------ ------ ------ ------ ---------- Net increase in net assets resulting from capital share transactions........... 18,791 -- 4,320 4,511 -- 1,037,834 ------- ------ ------ ------ ------ ---------- Net increase (decrease) in net assets.......... 25,510 (79) 7,791 4,731 (21) 1,192,363 Net assets at beginning of year................ 1,126 1,011 1,023 989 1,013 44,926 ------- ------ ------ ------ ------ ---------- Net assets at end of year................ $26,636 $ 932 $8,814 $5,720 $ 992 $1,237,289 ======= ====== ====== ====== ====== ========== See accompanying notes F-19 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS Period from December 1, 1998 (inception) to December 31, 1998 Investors Mark Series Fund ----------------------------------------------------- Interme- Growth Large Small Large diate Mid and Cap Cap Cap Fixed Cap Balanced Income Value Equity Growth Income Equity -------- ------ ------ ------ ------ -------- ------ Net investment income: Dividend income........ $ 49 $ 11 $ 28 $ 1 $ 1 $ 60 $ 10 Risk charge............ -- -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ ------ Net investment income.... 49 11 28 1 1 60 10 Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions.......... -- -- -- -- -- -- -- Unrealized appreciation (depreciation) on investments........... (73) 18 (30) 72 60 (60) 48 ------ ------ ------ ------ ------ ------ ------ Net realized and unrealized gain (loss) on investments.......... (73) 18 (30) 72 60 (60) 48 ------ ------ ------ ------ ------ ------ ------ Net increase (decrease) in net assets resulting from operations......... (24) 29 (2) 73 61 -- 58 Capital share transactions: Transfers of net variable contract deposits.............. 1,000 1,000 1,000 1,000 1,000 1,000 1,000 Transfers of surrenders and death benefits.... -- -- -- -- -- -- -- Transfers of cost of insurance and policy charges............... -- -- -- -- -- -- -- Transfers between subaccounts, including fixed interest subaccount............ -- -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ ------ Net increase in net assets resulting from capital share transactions............ 1,000 1,000 1,000 1,000 1,000 1,000 1,000 ------ ------ ------ ------ ------ ------ ------ Net increase in net assets.................. 976 1,029 998 1,073 1,061 1,000 1,058 Net assets at beginning of period............... -- -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ ------ Net assets at end of period.............. $ 976 $1,029 $ 998 $1,073 $1,061 $1,000 $1,058 ====== ====== ====== ====== ====== ====== ====== See accompanying notes. F-20 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Period from December 1, 1998 (inception) to December 31, 1998 Investors Mark Series Fund Berger Institutional Products Trust ------------- ----------------------------------- Growth Small Global and Company Money Fixed 100 Income Growth International Market Income Fund Fund Fund Fund ------ ------ ------ ------ ------- ------------- Net investment income: Dividend income........... $ -- $ 83 $ 2 $ 7 $ -- $ 15 Risk charge............... -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Net investment income....... -- 83 2 7 -- 15 Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions............. -- -- -- -- -- -- Unrealized appreciation (depreciation) on investments.............. -- (80) 67 86 134 46 ------ ------ ------ ------ ------ ------ Net realized and unrealized gain (loss) on investments. -- (80) 67 86 134 46 ------ ------ ------ ------ ------ ------ Net increase (decrease) in net assets resulting from operations................. -- 3 69 93 134 61 Capital share transactions: Transfers of net variable contract deposits........ 1,000 1,000 1,000 1,000 1,000 1,000 Transfers of surrenders and death benefits....... -- -- -- -- -- -- Transfers of cost of insurance and policy charges.................. -- -- -- -- -- -- Transfers between subaccounts, including fixed interest subaccount............... -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Net increase in net assets resulting from capital share transactions......... 1,000 1,000 1,000 1,000 1,000 1,000 ------ ------ ------ ------ ------ ------ Net increase in net assets.. 1,000 1,003 1,069 1,093 1,134 1,061 Net assets at beginning of period..................... -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Net assets at end of period................. $1,000 $1,003 $1,069 $1,093 $1,134 $1,061 ====== ====== ====== ====== ====== ====== See accompanying notes. F-21 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Period from December 1, 1998 (inception) to December 31, 1998 The Alger Conseco Series Trust American Fund ----------------------------------------- ------------------- Asset Common Corporate Government Leveraged Allocation Stock Bond Securities Growth AllCap Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio ---------- --------- --------- ---------- --------- --------- Net investment income: Dividend income....... $ 8 $ 1 $ 5 $ 4 $ -- $ -- Risk charge........... -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Net investment income... 8 1 5 4 -- -- Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions......... -- -- -- -- -- -- Unrealized appreciation (depreciation) on investments.......... 40 99 (4) (8) 102 138 ------ ------ ------ ------ ------ ------ Net realized and unrealized gain (loss) on investments......... 40 99 (4) (8) 102 138 ------ ------ ------ ------ ------ ------ Net increase (decrease) in net assets resulting from operations........ 48 100 1 (4) 102 138 Capital share transactions: Transfers of net variable contract deposits............. 1,000 1,000 1,000 1,000 1,000 1,000 Transfers of surrenders and death benefits............. -- -- -- -- -- -- Transfers of cost of insurance and policy charges.............. -- -- -- -- -- -- Transfers between subaccounts, including fixed interest subaccount.. -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Net increase in net assets resulting from capital share transactions........... 1,000 1,000 1,000 1,000 1,000 1,000 ------ ------ ------ ------ ------ ------ Net increase in net assets................. 1,048 1,100 1,001 996 1,102 1,138 Net assets at beginning of period.............. -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Net assets at end of period............. $1,048 $1,100 $1,001 $ 996 $1,102 $1,138 ====== ====== ====== ====== ====== ====== See accompanying notes. F-22 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Period from December 1, 1998 (inception) to December 31, 1998 American Century Variable The Alger American Fund Portfolios, Inc. ------------------------ -------------------------- Dreyfus VP Socially MidCap Small Income Responsible Growth Capitalization and VP VP Growth Portfolio Portfolio Growth International Value Fund, Inc. --------- -------------- ------ ------------- ----- ----------- Net investment income: Dividend income....... $ -- $ -- $ 5 $ -- $ -- $ 40 Risk charge........... -- -- -- -- -- -- Net investment income... -- -- 5 -- -- 40 ------ ------ ------ ------ ----- ------ Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions......... -- -- -- -- -- -- Unrealized appreciation (depreciation) on investments.......... 118 114 43 79 (7) 21 ------ ------ ------ ------ ----- ------ Net realized and unrealized gain (loss) on investments......... 118 114 43 79 (7) 21 ------ ------ ------ ------ ----- ------ Net increase (decrease) in net assets resulting from operations........ 118 114 48 79 (7) 61 Capital share transactions: Transfers of net variable contract deposits............. 1,000 1,000 1,000 1,000 1,000 1,000 Transfers of surrenders and death benefits............. -- -- -- -- -- -- Transfers of cost of insurance and policy charges.............. -- -- -- -- -- -- Transfers between subaccounts, including fixed interest subaccount.. -- -- -- -- -- -- ------ ------ ------ ------ ----- ------ Net increase in net assets resulting from capital share transactions........... 1,000 1,000 1,000 1,000 1,000 1,000 ------ ------ ------ ------ ----- ------ Net increase in net assets................. 1,118 1,114 1,048 1,079 993 1,061 Net assets at beginning of period.............. -- -- -- -- -- -- ------ ------ ------ ------ ----- ------ Net assets at end of period............. $1,118 $1,114 $1,048 $1,079 $ 993 $1,061 ====== ====== ====== ====== ===== ====== See accompanying notes. F-23 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Period from December 1, 1998 (inception) to December 31, 1998 Dreyfus Variable Investment Fund Federated Insurance Series ------------------------- ------------------------------ Dreyfus High- Stock International Income International Index Disciplined Value Bond Equity Utility Fund Stock Fund Portfolio Fund II Fund II Fund II ------- ----------- ------------- ------- ------------- ------- Net investment income: Dividend income....... $ 4 $ 5 $ 80 $ -- $ -- $ -- Risk charge........... -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Net investment income... 4 5 80 -- -- -- Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions......... -- -- -- -- -- -- Unrealized appreciation (depreciation) on investments.......... 43 56 (46) (3) 94 32 ------ ------ ------ ------ ------ ------ Net realized and unrealized gain (loss) on investments......... 43 56 (46) (3) 94 32 ------ ------ ------ ------ ------ ------ Net increase (decrease) in net assets resulting from operations........ 47 61 34 (3) 94 32 Capital share transactions: Transfers of net variable contract deposits............. 1,000 1,000 1,000 1,000 1,000 1,000 Transfers of surrenders and death benefits............. -- -- -- -- -- -- Transfers of cost of insurance and policy charges.............. -- -- -- -- -- -- Transfers between subaccounts, including fixed interest subaccount.. -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Net increase in net assets resulting from capital share transactions........... 1,000 1,000 1,000 1,000 1,000 1,000 ------ ------ ------ ------ ------ ------ Net increase in net assets................. 1,047 1,061 1,034 997 1,094 1,032 Net assets at beginning of period.............. -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Net assets at end of period............. $1,047 $1,061 $1,034 $ 997 $1,094 $1,032 ====== ====== ====== ====== ====== ====== See accompanying notes. F-24 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Period from December 1, 1998 (inception) to December 31, 1998 Neuberger & Berman Invesco Variable Lazard Retirement Advisors Management Investment Funds Series, Inc. Trust -------------------- --------------------- ------------------- Limited High- Industrial Retirement Retirement Maturity Strong Yield Income Equity Small Cap Bond Partners Opportunity Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Fund II --------- ---------- ---------- ---------- --------- --------- ----------- Net investment income: Dividend income....... $ 104 $ 52 $ 3 $ -- $ -- $ -- $ 2 Risk charge........... -- -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ ------ Net investment income... 104 52 3 -- -- -- 2 Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions......... -- -- -- -- -- -- -- Unrealized appreciation (depreciation) on investments.......... (111) (26) 44 19 (1) 19 41 ------ ------ ------ ------ ------ ------ ------ Net realized and unrealized gain (loss) on investments......... (111) (26) 44 19 (1) 19 41 ------ ------ ------ ------ ------ ------ ------ Net increase (decrease) in net assets resulting from operations........ (7) 26 47 19 (1) 19 43 Capital share transactions: Transfers of net variable contract deposits............. 1,000 1,000 1,000 1,000 1,000 1,000 1,000 Transfers of surrenders and death benefits............. -- -- -- -- -- -- -- Transfers of cost of insurance and policy charges.............. -- -- -- -- -- -- -- Transfers between subaccounts, including fixed interest subaccount.. -- -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ ------ Net increase in net assets resulting from capital share transactions........... 1,000 1,000 1,000 1,000 1,000 1,000 1,000 ------ ------ ------ ------ ------ ------ ------ Net increase in net assets................. 993 1,026 1,047 1,019 999 1,019 1,043 Net assets at beginning of period.............. -- -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ ------ Net assets at end of period................. $ 993 $1,026 $1,047 $1,019 $ 999 $1,019 $1,043 ====== ====== ====== ====== ====== ====== ====== See accompanying notes. F-25 BMA VARIABLE LIFE ACCOUNT A STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(Continued) Period from December 1, 1998 (inception) to December 31, 1998 Strong Variable Insurance Funds, Inc. Van Eck Worldwide Insurance Trust ----------- --------------------------------------- Worldwide Worldwide Worldwide Emerging Hard Real Growth Worldwide Markets Assets Estate Fund II Bond Fund Fund Fund Fund Total ----------- --------- --------- --------- --------- ------- Net investment income: Dividend income....... $ -- $ -- $ -- $ -- $ -- $ 580 Risk charge........... -- -- -- -- -- -- ------ ------ ------ ------ ------ ------- Net investment income... -- -- -- -- -- 580 Net realized and unrealized gain (loss) on investments: Net realized gain (loss) on investment transactions......... -- -- -- -- -- -- Unrealized appreciation (depreciation) on investments.......... 126 11 23 (11) 13 1346 ------ ------ ------ ------ ------ ------- Net realized and unrealized gain (loss) on investments.......... 126 11 23 (11) 13 1346 ------ ------ ------ ------ ------ ------- Net increase (decrease) in net assets resulting from operations........ 126 11 23 (11) 13 1,926 Capital share transactions: Transfers of net variable contract deposits............. 1,000 1,000 1,000 1,000 1,000 43,000 Transfers of surrenders and death benefits............. -- -- -- -- -- -- Transfers of cost of insurance and policy charges.............. -- -- -- -- -- -- Transfers between subaccounts, including fixed interest subaccount.. -- -- -- -- -- -- ------ ------ ------ ------ ------ ------- Net increase in net assets resulting from capital share transactions........... 1,000 1,000 1,000 1,000 1,000 43,000 ------ ------ ------ ------ ------ ------- Net increase in net assets................. 1,126 1,011 1,023 989 1,013 44,926 Net assets at beginning of period.............. -- -- -- -- -- -- ------ ------ ------ ------ ------ ------- Net assets at end of period............. $1,126 $1,011 $1,023 $ 989 $1,013 $44,926 ====== ====== ====== ====== ====== ======= See accompanying notes. F-26 BMA VARIABLE LIFE ACCOUNT A NOTES TO FINANCIAL STATEMENTS December 31, 2000 1. Summary of Significant Accounting Policies Organization BMA Variable Life Account A (the Account) is a separate account of Business Men's Assurance Company of America (BMA) established to fund flexible premium variable life insurance policies. The Account is registered as a unit investment trust under the Investment Company Act of 1940, as amended. Investments Deposits received by the Account are invested in 43 separate subaccounts, each of which invests solely in the various funds (mutual funds not otherwise available to the public) as directed by the owners. Amounts may be invested in shares of the following portfolios: Investors Mark Series Fund: Balanced, Growth and Income, Large Cap Value, Small Cap Equity, Large Cap Growth, Intermediate Fixed Income, Mid Cap Equity, Money Market and Global Fixed Income. Berger Institutional Products Trust (Berger IPT): 100 Fund, Growth and Income Fund, Small Company Growth Fund and International Fund. Conseco Series Trust: Asset Allocation Portfolio, Common Stock Portfolio, Corporate Bond Portfolio and Government Securities Portfolio. The Alger American Fund: Growth Portfolio, Leveraged AllCap Portfolio, MidCap Growth Portfolio and Small Capitalization Portfolio. American Century Variable Portfolios, Inc.: VP Income and Growth, VP International and VP Value. Dreyfus Socially Responsible Growth Fund, Inc. Dreyfus Stock Index Fund. Dreyfus Variable Investment Fund: Disciplined Stock Portfolio and International Value Portfolio. Federated Insurance Series: High-Income Bond Fund II, International Equity Fund II and Utility Fund II. INVESCO Variable Investment Funds: High Yield Portfolio and Industrial Income Portfolio. Lazard Retirement Series, Inc.: Retirement Equity Portfolio and Retirement Small Cap Portfolio. Neuberger & Berman Advisors Management Trust: Limited Maturity Bond Portfolio and Partners Portfolio. Strong Opportunity Fund II. Strong Variable Insurance Funds, Inc.: Growth Fund II. Van Eck Worldwide Insurance Trust: Worldwide Bond Fund, Worldwide Emerging Markets Fund, Worldwide Hard Assets Fund and Worldwide Real Estate Fund. Variable Insurance Products Fund (VIP): Fidelity VIP Overseas Portfolio and Fidelity VIP Growth Portfolio. Variable Insurance Products Funds II (VIP II): Fidelity VIP II Contrafund Portfolio. Management of the Funds Under the terms of the investment advisory contracts, portfolio investments of the underlying mutual funds of Investors Mark Series Fund are made by Investors Mark Series Fund, LLC (IMSF, LLC), which is owned by Jones & Babson, Inc., a wholly-owned subsidiary of BMA. IMSF, LLC has engaged Standish, Ayer & Wood, F-27 BMA VARIABLE LIFE ACCOUNT A NOTES TO FINANCIAL STATEMENTS--(Continued) Inc. to provide subadvisory services for the Intermediate Fixed Income Portfolio, the Mid Cap Equity Portfolio and the Money Market Portfolio. IMSF, LLC has engaged Standish International Management Company, L.P. to provide subadvisory services for the Global Fixed Income Portfolio. IMSF, LLC has engaged Stein Roe & Farnam, Inc. to provide subadvisory services for the Small Cap Equity Portfolio and the Large Cap Growth Portfolio. IMSF, LLC has engaged David L. Babson & Co., Inc. to provide subadvisory services for the Large Cap Value Portfolio. IMSF, LLC has engaged Lord, Abbett & Co. to provide subadvisory services for the Growth and Income Portfolio. IMSF, LLC has engaged Kornitzer Capital Management, Inc. to provide subadvisory services for the Balanced Portfolio. Berger Institutional Products Trust is a mutual fund with multiple portfolios. Berger Associates is the investment advisor to all portfolios except the Berger/BIAM IPT--International Fund. BBOI Worldwide LLC is the advisor to the Berger/BIAM IPT--International Fund. BBOI Worldwide LLC has retained Bank of Ireland Asset Management (U.S.) Limited (BIAM) as subadvisor. Conseco Series Trust is a mutual fund with multiple portfolios. Conseco Capital Management, Inc. is the investment advisor to the portfolios. The Alger American Fund is a mutual fund with multiple portfolios. Fred Alger Management, Inc. serves as investment advisor. American Century Variable Portfolios, Inc. is a series of funds managed by American Century Investment Management, 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 advisor and to provide day-to-day management of the fund's investments. The Dreyfus Corporation serves as the Dreyfus Stock Index Fund's manager. Dreyfus has hired an affiliate, Mellon Equity Associates, to serve as the fund's index fund manager and to provide day-to-day management of the fund's investments. The Dreyfus Variable Investment Fund is a mutual fund with multiple portfolios. The Dreyfus Corporation serves as the investment advisor. Federated Insurance Series is a mutual fund with multiple portfolios. Federated Advisors is the investment advisor. INVESCO Variable Investment Fund is a mutual fund with multiple portfolios. INVESCO Funds Group, Inc. is the investment advisor. 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. Each portfolio of Neuberger & Berman Advisers Management Trust invests in a corresponding series of Advisors Managers Trust. All series of Advisors Managers Trust are managed by Neuberger & Berman Management, Inc. Strong Opportunity Fund II is a mutual fund managed by Strong Capital Management, Inc. Strong Variable Insurance Funds, Inc. is a mutual fund with multiple series. Strong Capital Management, Inc. serves as the investment advisor. F-28 BMA VARIABLE LIFE ACCOUNT A NOTES TO FINANCIAL STATEMENTS--(Continued) Van Eck Worldwide Insurance Trust is a mutual fund with multiple portfolios managed by Van Eck Associates Corporation. Variable Insurance Products Fund and Variable Insurance Products Fund II are each mutual funds managed by Fidelity Management and Research Company. Investment Valuation Investments in mutual fund shares are carried in the statement of net assets at market value (net asset value of the underlying mutual fund). The first-in, first-out method is used to determine gains and losses. Security transactions are accounted for on the trade date, and dividend income from the funds to the Account is recorded on the ex-dividend date and reinvested upon receipt. Capital gain distributions from the mutual funds to the Account also are reinvested upon receipt. The cost of investments purchased and proceeds from investment securities sold by each subaccount were as follows: Period from December 1, 1998 (inception) Year ended Year ended to December 31, December 31, 2000 December 31, 1999 1998 --------------------- -------------------- ---------------- Cost of Proceeds Cost of Proceeds Cost of Purchases from Sales Purchases from Sales Purchases ---------- ---------- --------- ---------- ---------------- Investors Mark Series Fund: Balanced.............. $ 280 $ -- $ 71 $ 13 $1,049 Growth and Income..... 116,087 10,987 32,099 3,564 1,011 Large Cap Value....... 47,580 3,467 49,030 1,549 1,028 Small Cap Equity...... 68,579 5,012 4,833 399 1,000 Large Cap Growth...... 211,038 15,785 167,221 3,137 1,001 Intermediate Fixed Income............... 61,779 3,138 3,363 534 1,060 Mid Cap Equity........ 94,480 21,450 45,061 1,617 1,010 Money Market.......... 1,440,157 1,567,488 900,334 702,964 1,000 Global Fixed Income... 119 -- 69 -- 1,083 Berger Institutional Products Trust: 100 Fund.............. 3,624 1,081 3,415 337 1,002 Growth and Income Fund................. 73,771 12,729 13,257 1,080 1,007 Small Company Growth Fund................. 27,054 7,043 7,181 165 1,000 International Fund.... 333,557 41,775 23,408 1,838 1,015 Conseco Series Trust: Asset Allocation Portfolio............ 15,850 4,029 19,427 2,661 1,008 Common Stock Portfolio............ 24,068 4,848 26,985 868 1,001 Corporate Bond Portfolio............ 712 -- 725 24 1,005 Government Securities Portfolio............ 126 29 76 -- 1,004 The Alger American Fund: Growth Portfolio...... 164,027 24,076 165,414 11,557 1,000 Leveraged AllCap Portfolio............ 145,801 17,960 51,728 11,523 1,000 MidCap Growth Portfolio............ 102,796 4,364 16,859 1,268 1,000 Small Capitalization Portfolio............ 8,153 1,096 6,694 367 1,000 American Century Variable Portfolios, Inc.: VP Income and Growth.. 272,832 9,770 57,994 5,501 1,005 VP International...... 59,431 12,073 536 35 1,000 VP Value.............. 30,190 2,559 21,759 274 1,000 F-29 BMA VARIABLE LIFE ACCOUNT A NOTES TO FINANCIAL STATEMENTS--(Continued) Period from December 1, 1998 (inception) to Year ended Year ended December 31, December 31, 2000 December 31, 1999 1998 --------------------- --------------------- -------------- Cost of Proceeds Cost of Proceeds Cost of Purchases from Sales Purchases from Sales Purchases ---------- ---------- ---------- ---------- -------------- Dreyfus Socially Responsible Growth Fund, Inc.............. $ 31,436 $ 6,219 $ 22,033 $ 7,277 $ 1,005 Dreyfus Stock Index Fund................... 312,428 18,750 72,270 7,616 1,004 Dreyfus Variable Investment Fund: Disciplined Stock Portfolio............ 43,652 7,482 33,580 1,777 1,005 International Value Portfolio............ 642 30 112 -- 1,080 Federated Insurance Series: High-Income Bond Fund II................... 17,196 3,782 18,059 928 1,000 International Equity Fund II.............. 7,735 232 1,746 35 1,000 Utility Fund II....... 902 792 737 31 1,000 INVESCO Variable Investment Funds: High Yield Portfolio.. 5,145 170 4,436 45 1,104 Industrial Income Portfolio............ 13,027 1,552 6,897 597 1,052 Lazard Retirement Series, Inc.: Retirement Equity Portfolio............ 654 32 39 -- 1,004 Retirement Small Cap Portfolio............ 158,044 4,274 4,559 313 1,000 Neuberger & Berman Advisors Management Trust: Limited Maturity Bond Portfolio............ 1,407 720 833 111 1,000 Partners Portfolio.... 15,687 1,593 5,040 484 1,000 Strong Opportunity Fund II..................... 26,646 16,769 11,508 1,848 1,002 Strong Variable Insurance Funds, Inc.: Growth Fund II........ 100,442 13,183 19,958 1,211 1,000 Van Eck Worldwide Insurance Trust: Worldwide Bond Fund... 44 -- 56 -- 1,000 Worldwide Emerging Markets Fund......... 12,322 2,881 4,606 286 1,000 Worldwide Hard Assets Fund................. 5,133 1,325 4,964 455 1,000 Worldwide Real Estate Fund................. 136 -- 21 -- 1,000 Variable Insurance Products Fund (VIP): Fidelity VIP Overseas Portfolio............ 35,176 131 -- -- -- Fidelity VIP Growth Portfolio............ 4,087 8 -- -- -- Variable Insurance Products Fund II (VIP II): Fidelity VIP II Contrafund Portfolio. 3,338 5 -- -- -- ---------- ---------- ---------- -------- ------- Total............... $4,097,370 $1,850,689 $1,828,993 $774,289 $43,545 ========== ========== ========== ======== ======= There were no sales of investments during the period from December 1, 1998 (inception) to December 31, 1998. Federal Income Taxes The operations of the Account form a part of, and are taxed with, the operations of BMA, which is taxed as a life insurance company under the Internal Revenue Code. Under current law, no federal income taxes are payable with respect to the Account's net investment income or net realized gain on investments. Accordingly, no charge for income tax is currently being made to the Account. If such taxes are incurred by BMA in the future, a charge to the Account may be assessed. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. F-30 BMA VARIABLE LIFE ACCOUNT A NOTES TO FINANCIAL STATEMENTS--(Continued) 2. Variable Life Contract Charges The Account pays BMA certain amounts relating to the distribution and administration of the policies funded by the Account and as reimbursement for certain mortality and other risks assumed by BMA. Premium Charges: BMA deducts a premium charge from each premium payment of 5.5% of all premiums in the first through the 10th policy year and 4.0% of all premiums in the 11th and later policy years. Risk Charge: BMA deducts a risk charge each month of .80%, on an annual basis, of the accumulation value in the separate account for the first through 10th policy year and .40%, on an annual basis, of the accumulation value in the separate account for the 11th policy year and thereafter. Policy Charges: The Account deducts a policy charge of $25 per month in the first policy year and $5 per month thereafter. Cost of Insurance: A deduction for cost of insurance and cost of any riders also is made monthly. This charge will depend on the specified amount, the accumulation value and the sex, age and rate class of the primary insured. Surrender Charge: A surrender charge will be imposed in the event of a partial or full surrender in excess of 10% of the unloaned accumulation value. The surrender charge will depend on the sex, age and rate class of the primary insured. In addition, a fee of $25 will be assessed for partial surrender in excess of 10% of the unloaned accumulation values. Charges retained by BMA from the proceeds of sales of variable life contracts aggregated $17,243 and $4,105 during the years ended December 31, 2000 and 1999, respectively and were not significant during 1998. 3. Summary of Unit Transactions Transactions in units of each subaccount were as follows: Net Units Units Increase Sold Redeemed (Decrease) ------- -------- ---------- Year ended December 31, 2000 Investors Mark Series Fund: Balanced.......................................... 37 19 18 Growth and Income................................. 9,929 996 8,933 Large Cap Value................................... 5,269 726 4,543 Small Cap Equity.................................. 3,013 310 2,703 Large Cap Growth.................................. 13,560 1,464 12,096 Intermediate Fixed Income......................... 5,850 406 5,444 Mid Cap Equity.................................... 6,208 1,008 5,200 Money Market...................................... 128,236 140,727 (12,491) Global Fixed Income............................... -- -- -- Berger Institutional Products Trust: 100 Fund.......................................... 230 86 144 Growth and Income Fund............................ 3,737 578 3,159 Small Company Growth Fund......................... 980 137 843 International Fund................................ 24,905 1,899 23,006 F-31 BMA VARIABLE LIFE ACCOUNT A NOTES TO FINANCIAL STATEMENTS--(Continued) Net Units Units Increase Sold Redeemed (Decrease) ------ -------- ---------- Conseco Series Trust: Asset Allocation Portfolio......................... 812 285 527 Common Stock Portfolio............................. 966 305 661 Corporate Bond Portfolio........................... 76 20 56 Government Securities Portfolio.................... 14 10 4 The Alger American Fund: Growth Portfolio................................... 9,676 2,643 7,033 Leveraged AllCap Portfolio......................... 7,741 1,319 6,422 MidCap Growth Portfolio............................ 6,193 635 5,558 Small Capitalization Portfolio..................... 376 115 261 American Century Variable Portfolios, Inc.: VP Income and Growth............................... 24,152 2,044 22,108 VP International................................... 2,732 159 2,573 VP Value........................................... 3,238 487 2,751 Dreyfus Socially Responsible Growth Fund, Inc........ 2,604 791 1,813 Dreyfus Stock Index Fund............................. 25,645 2,474 23,171 Dreyfus Variable Investment Fund: Disciplined Stock Portfolio........................ 3,594 817 2,777 International Value Portfolio...................... 40 6 34 Federated Insurance Series: High-Income Bond Fund II........................... 1,422 387 1,035 International Equity Fund II....................... 409 57 352 Utility Fund II.................................... 95 93 2 INVESCO Variable Investment Funds: High Yield Portfolio............................... 518 42 476 Industrial Income Portfolio........................ 1,103 255 848 Lazard Retirement Series, Inc.: Retirement Equity Portfolio........................ 45 6 39 Retirement Small Cap Portfolio..................... 13,841 613 13,228 Neuberger & Berman Advisors Management Trust: Limited Maturity Bond Portfolio.................... 127 71 56 Partners Portfolio................................. 1,436 251 1,185 Strong Opportunity Fund II........................... 835 304 531 Strong Variable Insurance Funds, Inc.: Growth Fund II..................................... 4,134 767 3,367 Van Eck Worldwide Insurance Trust: Worldwide Bond Fund................................ -- -- -- Worldwide Emerging Markets Fund.................... 590 102 488 Worldwide Hard Assets Fund......................... 386 110 276 Worldwide Real Estate Fund......................... 21 10 11 Variable Insurance Products Fund (VIP): Fidelity VIP Overseas Portfolio.................... 3,779 68 3,711 Fidelity VIP Growth Portfolio...................... 493 26 467 Variable Insurance Products Fund II (VIP II): Fidelity VIP II Contrafund Portfolio............... 365 9 356 F-32 BMA VARIABLE LIFE ACCOUNT A NOTES TO FINANCIAL STATEMENTS--(Continued) Net Units Units Increase Sold Redeemed (Decrease) ------ -------- ---------- Year ended December 31, 1999 Investors Mark Series Fund: Balanced.......................................... -- -- -- Growth and Income................................. 2,577 223 2,354 Large Cap Value................................... 4,274 191 4,083 Small Cap Equity.................................. 394 43 351 Large Cap Growth.................................. 14,020 319 13,701 Intermediate Fixed Income......................... 313 56 257 Mid Cap Equity.................................... 4,408 269 4,139 Money Market...................................... 95,438 76,529 18,909 Global Fixed Income............................... -- -- -- Berger Institutional Products Trust: 100 Fund.......................................... 288 33 255 Growth and Income Fund............................ 1,081 155 926 Small Company Growth Fund......................... 613 51 562 International Fund................................ 2,221 302 1,919 Conseco Series Trust: Asset Allocation Portfolio........................ 1,436 223 1,213 Common Stock Portfolio............................ 1,704 196 1,508 Corporate Bond Portfolio.......................... 71 10 61 Government Securities Portfolio................... -- -- -- The Alger American Fund: Growth Portfolio.................................. 13,167 875 12,292 Leveraged AllCap Portfolio........................ 3,087 499 2,588 MidCap Growth Portfolio........................... 1,476 240 1,236 Small Capitalization Portfolio.................... 498 42 456 American Century Variable Portfolios, Inc.: VP Income and Growth.............................. 5,060 476 4,584 VP International.................................. 58 18 40 VP Value.......................................... 2,122 69 2,053 Dreyfus Socially Responsible Growth Fund, Inc. 1,428 243 1,185 Dreyfus Stock Index Fund............................ 5,859 458 5,401 Dreyfus Variable Investment Fund: Disciplined Stock Portfolio....................... 2,994 201 2,793 International Value Portfolio..................... -- -- -- Federated Insurance Series: High-Income Bond Fund II.......................... 1,800 92 1,708 International Equity Fund II...................... 151 11 140 Utility Fund II................................... 86 26 60 INVESCO Variable Investment Funds: High Yield Portfolio.............................. 390 5 385 Industrial Income Portfolio....................... 624 38 586 Lazard Retirement Series, Inc.: Retirement Equity Portfolio....................... -- -- -- Retirement Small Cap Portfolio.................... 428 37 391 F-33 BMA VARIABLE LIFE ACCOUNT A NOTES TO FINANCIAL STATEMENTS--(Continued) Net Units Units Increase Sold Redeemed (Decrease) ----- -------- ---------- Neuberger & Berman Advisors Management Trust: Limited Maturity Bond Portfolio................... 77 11 66 Partners Portfolio................................ 492 65 427 Strong Opportunity Fund II.......................... 910 104 806 Strong Variable Insurance Funds, Inc.: Growth Fund II.................................... 1,308 165 1,143 Van Eck Worldwide Insurance Trust: Worldwide Bond Fund............................... -- -- -- Worldwide Emerging Markets Fund................... 356 21 335 Worldwide Hard Assets Fund........................ 423 40 383 Worldwide Real Estate Fund........................ -- -- -- Period from December 1, 1998 (inception) to December 31, 1998 Investors Mark Series Fund: Balanced.......................................... 100 Growth and Income................................. 100 Large Cap Value................................... 100 Small Cap Equity.................................. 100 Large Cap Growth.................................. 99 Intermediate Fixed Income......................... 100 Mid Cap Equity.................................... 99 Money Market...................................... 100 Global Fixed Income............................... 100 Berger Institutional Products Trust: 100 Fund.......................................... 99 Growth and Income Fund............................ 98 Small Company Growth Fund......................... 100 International Fund................................ 103 Conseco Series Trust: Asset Allocation Portfolio........................ 99 Common Stock Portfolio............................ 98 Corporate Bond Portfolio.......................... 100 Government Securities Portfolio................... 100 The Alger American Fund: Growth Portfolio.................................. 98 Leveraged AllCap Portfolio........................ 98 MidCap Growth Portfolio........................... 99 Small Capitalization Portfolio.................... 99 American Century Variable Portfolios, Inc.: VP Income and Growth.............................. 99 VP International.................................. 102 VP Value.......................................... 100 F-34 BMA VARIABLE LIFE ACCOUNT A NOTES TO FINANCIAL STATEMENTS--(Continued) Units Sold ---------- Period from December 1, 1998 (inception) to December 31, 1998 (continued) Dreyfus Socially Responsible Growth Fund, Inc...................... 98 Dreyfus Stock Index Fund........................................... 99 Dreyfus Variable Investment Fund: Disciplined Stock Fund........................................... 99 International Value Portfolio.................................... 101 Federated Insurance Series: High-Income Bond Fund II......................................... 100 International Equity Fund II..................................... 101 Utility Fund II.................................................. 100 Invesco Variable Investment Funds: High-Yield Portfolio............................................. 100 Industrial Income Portfolio...................................... 99 Lazard Retirement Series, Inc.: Retirement Equity Portfolio...................................... 100 Retirement Small Cap Portfolio................................... 100 Neuberger & Berman Advisors Management Trust: Limited Maturity Bond Portfolio.................................. 100 Partners Portfolio............................................... 100 Strong Opportunity Fund II......................................... 100 Strong Variable Insurance Funds, Inc.: Growth Fund II................................................... 100 Van Eck Worldwide Insurance Trust: Worldwide Bond Fund.............................................. 100 Worldwide Emerging Markets Fund.................................. 102 Worldwide Hard Assets Fund....................................... 101 Worldwide Real Estate Fund....................................... 101 F-35 Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Financial Statements Years ended December 31, 2000, 1999 and 1998 with Reports of Independent Accountants BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) Consolidated Financial Statements Years ended December 31, 2000, 1999 and 1998 Contents Reports of Independent Accountants.......................................... F-1 Audited Consolidated Financial Statements Consolidated Balance Sheets................................................. F-3 Consolidated Statements of Operations....................................... F-4 Consolidated Statements of Comprehensive Income (Loss)...................... F-5 Consolidated Statements of Stockholder's Equity............................. F-6 Consolidated Statements of Cash Flows....................................... F-7 Notes to Consolidated Financial Statements.................................. F-9 REPORT OF INDEPENDENT ACCOUNTANTS The Board of Directors and Shareholder Business Men's Assurance Company of America In our opinion, the accompanying consolidated balance sheet as of December 31, 2000 and the related consolidated statement of operations, comprehensive income (loss), stockholder's equity and cash flows present fairly, in all material respects, the financial position of Business Men's Assurance Company of America and its subsidiaries (an ultimate subsidiary of Assicurazioni Generali, S.p.A.) (the Company) at December 31, 2000, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The financial statements of the Company as of December 31, 1999 and for the two years then ended were audited by other independent accountants whose report dated February 3, 2000 expressed an unqualified opinion on those statements. /s/ PricewaterhouseCoopers LLP Kansas City, Missouri February 26, 2001 F-1 Report of Independent Auditors The Board of Directors Business Men's Assurance Company of America We have audited the accompanying consolidated balance sheet of Business Men's Assurance Company of America (an ultimate subsidiary of Assicurazioni Generali, S.p.A.) (the Company) as of December 31, 1999, and the related consolidated statements of operations, comprehensive income (loss), stockholder's equity and cash flows for each of the two years in the period ended December 31, 1999. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Business Men's Assurance Company of America at December 31, 1999, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Kansas City, Missouri February 3, 2000 F-2 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) CONSOLIDATED BALANCE SHEETS December 31, ---------------------- 2000 1999 ---------- ---------- (In Thousands) Assets Investments (Note 3): Securities available-for-sale, at fair value: Fixed maturities (amortized cost--$1,150,842,000 in 2000 and $1,284,919,000 in 1999).................. $1,117,456 $1,231,419 Equity securities (cost--$89,821,000 in 2000 and $45,102,000 in 1999).............................. 80,924 43,204 Mortgage loans on real estate, net of allowance for credit losses of $10,385,000 in 2000 and $10,385,000 in 1999............................................. 825,207 875,882 Policy loans......................................... 56,958 57,935 Short-term investments............................... 10,697 7,476 Other (Note 3)....................................... 18,423 32,444 ---------- ---------- Total investments................................ 2,109,665 2,248,360 Cash................................................... 80,621 97,678 Accrued investment income.............................. 20,811 20,054 Premium and other receivables.......................... 31,384 20,271 Deferred policy acquisition costs...................... 136,050 134,343 Property, equipment and software (Note 6).............. 12,046 14,798 Reinsurance recoverables: Paid benefits........................................ 5,090 2,441 Benefits and claim reserves ceded.................... 208,624 111,515 Other assets........................................... 12,613 13,099 Assets held in separate accounts....................... 402,652 415,077 ---------- ---------- Total assets..................................... $3,019,556 $3,077,636 ========== ========== Liabilities and stockholder's equity Future policy benefits: Life and annuity (Notes 4 and 10).................... $1,332,530 $1,294,708 Health............................................... 116,176 89,539 Contract account balances (Note 4)..................... 502,364 681,958 Policy and contract claims............................. 72,493 72,163 Unearned revenue reserve............................... 7,796 10,056 Other policyholder funds............................... 10,924 14,155 Current income taxes payable (Note 7).................. 840 486 Deferred income taxes (Note 7)......................... 17,032 7,936 Payable to affiliate (Note 10)......................... 242 627 Other liabilities (Note 12)............................ 79,953 80,831 Liabilities related to separate accounts (Note 4)...... 402,652 415,077 ---------- ---------- Total liabilities................................ 2,543,002 2,667,536 Commitments and contingencies (Note 5) Stockholder's equity (Notes 2 and 11): Preferred stock of $1 par value per share; authorized 3,000,000 shares, none issued and outstanding....... -- -- Common stock of $1 par value per share; authorized 24,000,000 shares, 12,000,000 shares issued and outstanding......................................... 12,000 12,000 Paid-in capital...................................... 40,106 40,106 Accumulated other comprehensive loss................. (29,039) (41,667) Retained earnings.................................... 453,487 399,661 ---------- ---------- Total stockholder's equity....................... 476,554 410,100 ---------- ---------- Total liabilities and stockholder's equity....... $3,019,556 $3,077,636 ========== ========== See accompanying notes. F-3 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) CONSOLIDATED STATEMENTS OF OPERATIONS Year ended December 31, ---------------------------- 2000 1999 1998 -------- -------- -------- (In Thousands) Revenues: Premiums (Note 9): Life and annuity.............................. $154,680 $131,667 $115,863 Health........................................ 4,878 4,863 10,828 Other insurance considerations.................. 31,197 33,788 37,599 Net investment income (Note 3).................. 188,211 185,521 176,085 Realized gains, net (Note 3).................... 2,111 8,458 10,556 Other income.................................... 34,935 37,242 43,886 -------- -------- -------- Total revenues................................ 416,012 401,539 394,817 Benefits and expenses: Life and annuity benefits....................... 115,424 99,280 107,033 Health benefits................................. 827 938 3,021 Increase in policy liabilities including interest credited to account balances.......... 118,251 115,785 103,298 Commissions..................................... 62,790 50,568 43,949 (Increase) decrease in deferred policy acquisition costs.............................. (9,144) 330 11,271 Taxes, licenses and fees........................ 2,765 2,417 2,579 Other operating costs and expenses.............. 65,549 63,019 71,991 -------- -------- -------- Total benefits and expenses................... 356,462 332,337 343,142 -------- -------- -------- Income from continuing operations before income tax expense...................................... 59,550 69,202 51,675 Income tax expense (Note 7)....................... 20,868 23,119 15,876 -------- -------- -------- Income from continuing operations................. 38,682 46,083 35,799 Discontinued operations (Note 13): Income (loss) from discontinued operations, net of income tax expense of $146,000 in 2000, benefit of $994,000 in 1999 and expense of $929,000 in 1998............................... 273 (2,012) 2,527 Gain on disposal of discontinued segment, net of income tax expense of $8,008,000 in 2000....... 14,871 -- -- -------- -------- -------- Income (loss) from discontinued operations........ 15,144 (2,012) 2,527 -------- -------- -------- Net income........................................ $ 53,826 $ 44,071 $ 38,326 ======== ======== ======== See accompanying notes. F-4 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year ended December 31, -------------------------- 2000 1999 1998 ------- -------- ------- (In Thousands) Net income......................................... $53,826 $ 44,071 $38,326 Other comprehensive income (loss): Unrealized holding gains (losses) arising during period.......................................... 16,627 (76,822) 2,597 Less realized gains (losses) included in net income.......................................... (2,042) 12,473 6,760 ------- -------- ------- Net unrealized gains (losses)...................... 18,669 (89,295) (4,163) Effect on deferred policy acquisition costs........ (7,436) 22,362 (1,483) Effect on unearned revenue reserve................. 502 (1,370) 55 Related deferred income taxes...................... 893 15,906 1,957 ------- -------- ------- Other comprehensive income (loss).................. 12,628 (52,397) (3,634) ------- -------- ------- Comprehensive income (loss)........................ $66,454 $ (8,326) $34,692 ======= ======== ======= See accompanying notes. F-5 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY Year ended December 31, ---------------------------- 2000 1999 1998 -------- -------- -------- (In Thousands) Common stock: Balance at beginning and end of year............ $ 12,000 $ 12,000 $ 12,000 Paid-in capital: Balance at beginning and end of year............ 40,106 40,106 40,106 Accumulated other comprehensive income (loss): Balance at beginning of year.................... (41,667) 10,730 14,364 Net change in net unrealized gains (losses)... 12,628 (52,397) (3,634) -------- -------- -------- Balance at end of year........................ (29,039) (41,667) 10,730 Retained earnings: Balance at beginning of year.................... 399,661 355,590 317,264 Net income.................................... 53,826 44,071 38,326 -------- -------- -------- Balance at end of year.......................... 453,487 399,661 355,590 -------- -------- -------- Total stockholder's equity.................. $476,554 $410,100 $418,426 ======== ======== ======== See accompanying notes. F-6 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, ------------------------------- 2000 1999 1998 --------- --------- --------- (In Thousands) Operating activities Net income.................................... $ 53,826 $ 44,071 $ 38,326 Adjustments to reconcile net income to net cash provided by operating activities: Deferred income tax expense................. 9,990 13,192 363 Realized gains, net......................... (2,111) (8,458) (10,556) Gain on sale of discontinued segment........ (22,879) -- -- Premium amortization (discount accretion), net........................................ 386 193 (1,618) Policy loans lapsed in lieu of surrender benefits................................... 2,724 2,858 3,740 Depreciation................................ 2,234 2,469 2,524 Amortization................................ 782 782 782 Changes in assets and liabilities: (Increase) decrease in accrued investment income................................... (757) (1,976) 442 Increase in receivables and reinsurance recoverables (net of $305,000 realized gain in 2000)............................ (110,871) (20,834) (24,876) Policy acquisition costs deferred......... (34,057) (25,451) (22,484) Policy acquisition costs amortized........ 24,913 25,781 33,755 Increase (decrease) in income taxes payable.................................. 354 (1,814) 142 Increase in accrued policy benefits, claim reserves, unearned revenues and policyholder funds....................... 17,505 41,215 19,189 Interest credited to policyholder accounts................................. 77,544 80,499 77,358 (Increase) decrease in other assets and other liabilities, net................... 8,234 (18,030) 2,344 Other, net.................................. (794) 391 19 --------- --------- --------- Net cash provided by operating activities..... 27,023 134,888 119,450 Investing activities Purchases of investments: Securities available-for-sale: Fixed maturities.......................... (142,345) (558,982) (603,142) Equity securities......................... (128,280) (48,088) (12,969) Mortgage and policy loans................... (93,098) (172,625) (310,127) Other....................................... (5,921) (19,572) (41,118) Sales, calls or maturities of investments: Maturities and calls of securities available-for-sale: Fixed maturities.......................... 120,727 225,728 305,013 Sales of securities available-for-sale: Fixed maturities.......................... 149,579 312,069 360,296 Equity securities......................... 92,595 44,158 22,632 Mortgage and policy loans................... 142,411 169,498 277,325 See accompanying notes F-7 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) Year ended December 31, ------------------------------- 2000 1999 1998 --------- --------- --------- (In Thousands) Investing activities (continued) Purchase of property, equipment and software. $ (552) $ (1,331) $ (1,805) Net (increase) decrease in short-term investments................................. (3,221) 3,303 (3,623) Proceeds from sale of discontinued segment... 24,879 -- -- Distributions from unconsolidated related parties..................................... 18,282 30,793 1,466 --------- --------- --------- Net cash provided by (used in) investing activities.................................. 175,056 (15,049) (6,052) Financing activities Deposits from interest sensitive and investment-type contracts................... 151,713 290,119 245,620 Withdrawals from interest sensitive and investment-type contracts (366,554) (347,673) (375,459) Net proceeds from reverse repurchase borrowing................................... 5,000 143,200 30,189 Retirement of reverse repurchase borrowing... (33,400) (144,989) (20,863) Net proceeds from other borrowing............ 115,390 6,615 -- Retirement of other borrowing................ (91,285) -- -- --------- --------- --------- Net cash used in financing activities........ (219,136) (52,728) (120,513) --------- --------- --------- Net increase (decrease) in cash.............. (17,057) 67,111 (7,115) Cash at beginning of year.................... 97,678 30,567 37,682 --------- --------- --------- Cash at end of year.......................... $ 80,621 $ 97,678 $ 30,567 ========= ========= ========= Supplemental disclosures of cash flow information For purposes of the statements of cash flows, Business Men's Assurance Company of America considers only cash on hand and demand deposits to be cash equivalents Cash paid during the year for: Income taxes............................... $ 18,679 $ 10,747 $ 16,300 ========= ========= ========= Interest paid on reverse repurchase and other borrowings.......................... $ 2,527 $ 1,884 $ 299 ========= ========= ========= See accompanying notes. F-8 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Organization Business Men's Assurance Company of America (the Company) is a Missouri- domiciled life insurance company licensed to sell insurance products in 49 states and the District of Columbia. The Company offers a diversified portfolio of individual and group insurance and investment products both directly, primarily distributed through general agencies, and through reinsurance assumptions. Assicurazioni Generali S.p.A. (Generali), an Italian insurer, is the ultimate parent company. Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Investments The Company's entire investment portfolio is designated as available-for- sale. Changes in fair values of available-for-sale securities, after adjustment of deferred policy acquisition costs (DPAC), unearned revenue reserve (URR) and related deferred income taxes, are reported as unrealized gains or losses directly in accumulated other comprehensive income (loss). The DPAC and URR offsets to the unrealized gains or losses represents valuation adjustments or reinstatements of DPAC and URR that would have been required as a charge or credit to operations had such unrealized amounts been realized. The amortized cost of fixed maturity investments classified as available- for-sale is adjusted for amortization of premiums and accretion of discounts. That amortization or accretion is included in net investment income. Mortgage loans and mortgage-backed securities are carried at unpaid balances adjusted for accrual of discount and allowances for other than temporary decline in value. Policy loans are carried at unpaid balances. Realized gains and losses on sales of investments and declines in value considered to be other than temporary are recognized in net income on the specific identification basis. Impairment of Loans The Financial Accounting Standards Board's (FASB) Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan," and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan--Income Recognition and Disclosures," require that an impaired mortgage loan's fair value be measured based on the present value of future cash flows discounted at the loan's effective interest rate, at the loan's observable market price or at the fair value of the collateral if the loan is collateral dependent. If the F-9 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) fair value of a mortgage loan is less than the recorded investment in the loan, the difference is recorded as an allowance for mortgage loan losses. The change in the allowance for mortgage loan losses is reported with realized gains or losses on investments. Interest income on impaired loans is recognized on a cash basis. Deferred Policy Acquisition Costs Certain commissions, expenses of the policy issue and underwriting departments and other variable policy issue expenses have been deferred. For limited payment and other traditional life insurance policies, these deferred acquisition costs are being amortized over a period of not more than 25 years in proportion to the ratio of the expected annual premium revenue to the expected total premium revenue. Expected premium revenue was estimated with the same assumptions used for computing liabilities for future policy benefits for these policies. For universal life-type insurance and investment-type products, the deferred policy acquisition costs are amortized over a period of not more than 25 years in relation to the present value of estimated gross profits arising from estimates of mortality, interest, expense and surrender experience. The estimates of expected gross profits are evaluated regularly and are revised if actual experience or other evidence indicates that revision is appropriate. Upon revision, total amortization recorded to date is adjusted by a charge or credit to current earnings. Deferred policy acquisition costs are evaluated to determine that the unamortized portion of such costs does not exceed recoverable amounts after considering anticipated investment income. Recognition of Insurance Revenue and Related Expenses For limited payment and other traditional life insurance policies, premium income is reported as earned when due, with past-due premiums being reserved. Profits are recognized over the life of these contracts by associating benefits and expenses with insurance in force for limited payment policies and with earned premiums for other traditional life policies. This association is accomplished by a provision for liability for future policy benefits and the amortization of policy acquisition costs. Accident and health premium revenue is recognized on a pro rata basis over the terms of the policies. For universal life and investment-type policies, contract charges for mortality, surrender and expense, other than front-end expense charges, are reported as other insurance considerations revenue when charged to policyholders' accounts. Expenses consist primarily of benefit payments in excess of policyholder account values and interest credited to policyholder accounts. Profits are recognized over the life of universal life-type contracts through the amortization of policy acquisition costs and deferred front-end expense charges with estimated gross profits from mortality, interest, surrender and expense. Policy Liabilities and Contract Values The liability for future policy benefits for limited payment and other traditional life insurance contracts has been computed primarily by a net level premium reserve method based on estimates of future investment yield, mortality and withdrawals made at the time gross premiums were calculated. Assumptions used in computing future policy benefits are as follows: interest rates range from 3.25% to 8.50%, depending on the year of issue; withdrawal rates for individual life policies issued in 1966 and after are based on Company experience, and policies issued prior to 1966 are based on industry tables; and mortality rates are based on mortality tables that consider Company experience. The liability for future policy benefits is graded to reserves stipulated by the policy over a period of 20 to 25 years or the end of the premium paying period, if less. For universal life and investment-type contracts, the account value before deduction of any surrender charges is held as the policy liability. An additional liability is established for deferred front-end expense charges F-10 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) on universal life-type policies. These expense charges are recognized in income as insurance considerations using the same assumptions as are used to amortize deferred policy acquisition costs. Claims and benefits payable for reported disability income claims have been computed as the present value of expected future benefit payments based on estimates of future investment yields and claim termination rates. The net amount of benefits payable included in the future policy benefit reserves and policy and contract claims, less the amount of reinsurance recoverables for December 31, 2000 and 1999 was $6,532,000 and $32,791,000, respectively. Interest rates used in the calculation of future investment yields vary based on the year the claim was incurred and range from 3% to 7.25%. Claim termination rates are based on industry tables. Other accident and health claims and benefits payable for reported claims and incurred but not reported claims are estimated using prior experience. The methods of calculating such estimates and establishing the related liabilities are periodically reviewed and updated. Any adjustments needed as a result of periodic reviews are reflected in current operations. Federal Income Taxes Deferred federal income taxes have been provided in the consolidated financial statements to recognize temporary differences between the financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws (see Note 7). Temporary differences are principally related to deferred policy acquisition costs, the provision for future policy benefits, accrual of discounts on investments, accrued expenses, accelerated depreciation and unrealized investment gains and losses. Separate Accounts These accounts arise from four lines of business--variable annuities, variable universal life, variable 401(k) and MBIA insured guaranteed investment contracts (GICs). The separate account assets are legally segregated and are not subject to the claims which may arise from any other business of the Company. The assets and liabilities of the variable lines of business are reported at fair value since the underlying investment risks are assumed by the policyowners. Investment income and gains or losses arising from the variable line of business accrue directly to the policyowners and are, therefore, not included in investment earnings in the accompanying consolidated statements of operations. Revenues to the Company from variable products consist primarily of contract maintenance charges and administration fees. Separate account assets and liabilities for the variable lines of business totaled $13,751,000 on December 31, 2000 and $6,297,000 on December 31, 1999. The assets of the MBIA GIC line of business are maintained at an amount equal to the related liabilities. These assets related to the MBIA GIC line of business include securities available-for-sale reported at fair value and mortgage loans carried at unpaid balances. Changes in fair values of available-for-sale securities, net of deferred income taxes, are reported as unrealized gains or losses directly in accumulated other comprehensive income (loss). The liabilities are reported at the original deposit amount plus accrued interest guaranteed to the contractholders. Investment income and gains or losses arising from MBIA GIC investments are included in investment income in the accompanying consolidated statements of operations. The guaranteed interest payable is included in the increase in policy liabilities in the accompanying consolidated statements of operations. Separate account assets and liabilities for the MBIA GIC line of business totaled $388,901,000 on December 31, 2000 and $408,780,000 on December 31, 1999. F-11 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Property, Equipment and Software Property, equipment and software and the home office building are generally valued at cost, including development costs, less allowances for depreciation and other than temporary declines in value. Property, equipment and software are being depreciated over the estimated useful lives of the assets, principally on a straight-line basis. Depreciation rates on these assets are set forth in Note 6. Intangible Assets At December 31, 2000, goodwill of $9,976,000 (1999--$10,759,000), net of accumulated amortization of $5,672,000 (1999--$4,889,000) resulting from the acquisition of a subsidiary, is included in other assets. Goodwill is being amortized over a period of 20 years on a straight-line basis, and amortization amounted to $782,000 for the years ended December 31, 2000, 1999 and 1998. Reinsurance Premiums and expenses include amounts related to reinsurance assumed and are net of amounts ceded. Reinsurance recoverables and prepaid reinsurance premiums are reported as assets and are recognized in a manner consistent with the liabilities related to the underlying reinsurance contracts. Fair Values of Financial Instruments SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. SFAS No. 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following represents the carrying amount and fair value of significant assets and liabilities at December 31, 2000 and 1999: December 31, 2000, December 31, 1999, --------------------- --------------------- Carrying Carrying Amount Fair Value Amount Fair Value ---------- ---------- ---------- ---------- (In Thousands) Fixed maturities (Note 3).......... $1,117,456 $1,117,456 $1,231,419 $1,231,419 Equity securities (Note 3)......... 80,924 80,924 43,204 43,204 Mortgage loans on real estate...... 825,207 855,833 875,882 852,238 Policy loans....................... 56,958 53,133 57,935 53,844 Short-term investments............. 10,697 10,697 7,476 7,476 Cash............................... 80,621 80,621 97,678 97,678 Reinsurance recoverables: Paid benefits.................... 5,090 5,090 2,441 2,441 Benefits and claim reserves ceded........................... 208,624 208,624 111,515 111,515 Assets held in separate accounts... 402,652 402,819 415,077 406,474 Investment-type insurance contracts (Note 4).......................... 1,426,764 1,386,449 1,603,965 1,559,623 F-12 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: Cash and short-term investments: The carrying amounts reported in the balance sheets for these instruments approximate their fair values. Investment securities: Fair values for fixed maturity securities are based on quoted market prices, where available. For fixed maturity securities not actively traded, fair values are estimated using values obtained from independent pricing services or, in the case of private placements, by discounting expected future cash flows using a current market rate applicable to the yield, credit quality and maturity of the investments. The fair value for equity securities is based on quoted market prices. Off-balance-sheet instruments: The fair value for outstanding loan commitments approximates the amount committed, as all loan commitments were made within the last 60 days of the year. Mortgage loans on real estate and policy loans: The fair value for mortgage loans on real estate and policy loans is estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loans with similar characteristics are aggregated for purposes of the calculations. The carrying amount of accrued interest approximates its fair value. Reinsurance recoverables: The carrying values of reinsurance recoverables approximate their fair values. Liabilities for flexible and single premium deferred annuities: The cash surrender value of flexible and single premium deferred annuities approximates their fair value. Liabilities for guaranteed investment contracts: The fair value for the Company's liabilities under guaranteed investment contracts is estimated using discounted cash flow analyses, using interest rates currently being offered for similar contracts with maturities consistent with those remaining for the contracts being valued. Financial Instruments with Off-Balance-Sheet Risk During 1999 and 1998, the Company was a party to various financial transactions to reduce its exposure to fluctuations in interest rates. The Company has entered into interest rate swap contracts for the purpose of converting either the variable interest rate characteristics of certain investments to fixed rates or from fixed rates to variable rates. The purpose of these swaps is to better match the invested assets of the Company with the related insurance liabilities (guaranteed investment contracts) that the investments are supporting. The net interest effect of such swap transactions is reported as an adjustment of interest income as incurred. The notional amount of these contracts was $40,000,000 at December 31, 1999 and 1998. There were no such contracts at December 31, 2000. Postretirement Benefits The projected future cost of providing postretirement benefits, such as health care and life insurance, is recognized as an expense as employees render service. See Note 8 for further disclosures with respect to postretirement benefits other than pensions. Comprehensive Income (Loss) Unrealized gains and losses on our available-for-sale securities are included in other comprehensive income (loss) in stockholder's equity. Other comprehensive income (loss) excludes net investment gains (losses) included in net income which merely represent transfers from unrealized to realized gains and losses. These amounts, which have been measured through the beginning of the year, are net of income taxes and adjustments to deferred policy acquisition costs, value of insurance in force acquired and unearned revenue reserve. F-13 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Reclassifications Certain amounts for 1999 and 1998 have been reclassified to conform to the current year presentation. Statutory Accounting Practices In 1998, the NAIC adopted codified statutory accounting principles (Codification) effective January 1, 2001. Codification provides guidance for areas where statutory accounting has been silent and changes current statutory accounting in some areas. During the upcoming year, the Missouri Department of Insurance will seek to have Missouri laws and rules amended to closely mirror Codification. The effect of adoption on the Company's statutory surplus is expected to increase surplus by approximately $7 million (unaudited), primarily as a result of the recording of a deferred tax asset and a reduction of admitted pension plan intangible assets. 2. Dividend Limitations Missouri has legislation that requires prior reporting of all dividends to the Director of Insurance. The Company, as a regulated life insurance company, may pay a dividend from unassigned surplus without the approval of the Missouri Department of Insurance if the aggregate of all dividends paid during the preceding 12-month period does not exceed the greater of 10% of statutory stockholder's equity at the end of the preceding calendar year or the statutory net gain from operations for the preceding calendar year. A portion of the statutory equity of the Company that is available for dividends would be subject to additional federal income taxes should distribution be made from "policyholders' surplus" (see Note 7). As of December 31, 2000 and 1999, the Company's statutory stockholder's equity was $284,102,000 and $250,774,000, respectively. Statutory net gain from operations before realized capital gains and net income for each of the three years in the period ended December 31, 2000 were as follows: Year ended December 31, ----------------------- 2000 1999 1998 ------- ------- ------- (In Thousands) Net gain from operations before realized capital gains.................. $30,883 $29,369 $36,305 Net income.............. 36,583 32,915 44,692 3. Investment Operations The Company's investments in securities available-for-sale are summarized as follows: December 31, 2000 ------------------------------------------- Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value ---------- ---------- ---------- ---------- (In Thousands) Fixed maturities: Bonds: U.S. Treasury securities and obligations of U.S. government corporations and agencies..... $ 55,805 $ 4 $ (1,251) $ 54,558 Obligations of states and political subdivisions........ 6,697 333 -- 7,030 Debt securities issued by foreign governments........... 2,837 18 (21) 2,834 Corporate securities........... 470,606 3,551 (12,826) 461,331 Mortgage-backed securities..... 596,050 2,025 (25,103) 572,972 Redeemable preferred stocks.... 18,847 99 (215) 18,731 ---------- ------ -------- ---------- Total fixed maturities............. 1,150,842 6,030 (39,416) 1,117,456 Equity securities.................. 89,821 2,749 (11,646) 80,924 ---------- ------ -------- ---------- $1,240,663 $8,779 $(51,062) $1,198,380 ========== ====== ======== ========== F-14 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) December 31, 1999 ------------------------------------------- Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value ---------- ---------- ---------- ---------- (In Thousands) Fixed maturities: Bonds: U.S. Treasury securities and obligations of U.S. government corporations and agencies..... $ 74,125 $ -- $ (4,591) $ 69,534 Obligations of states and political subdivisions........ 8,165 -- (121) 8,044 Debt securities issued by foreign governments........... 3,560 29 (133) 3,456 Corporate securities........... 417,899 593 (14,941) 403,551 Mortgage-backed securities..... 761,504 356 (33,191) 728,669 Redeemable preferred stocks.... 19,666 -- (1,501) 18,165 ---------- ------ -------- ---------- Total fixed securities............. 1,284,919 978 (54,478) 1,231,419 Equity securities.................. 45,102 2,221 (4,119) 43,204 ---------- ------ -------- ---------- $1,330,021 $3,199 $(58,597) $1,274,623 ========== ====== ======== ========== The amortized cost and estimated fair value of fixed maturity securities at December 31, 2000, by contractual maturity, are as follows. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Maturities of mortgage-backed securities have not been set forth in the following table, as such securities are not due at a single maturity date: Amortized Cost Fair Value ---------- ---------- (In Thousands) Due in one year or less............................ $ 41,859 $ 41,594 Due after one year through five years.............. 292,811 290,771 Due after five years through 10 years.............. 119,677 117,377 Due after 10 years................................. 100,445 94,742 ---------- ---------- 554,792 544,484 Mortgage-backed securities......................... 596,050 572,972 ---------- ---------- Total fixed maturity securities.................... $1,150,842 $1,117,456 ========== ========== F-15 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) The majority of the Company's mortgage loan portfolio is secured by real estate. The following table presents information about the location of the real estate that secures mortgage loans in the Company's portfolio: Carrying Amount as of December 31, ----------------- 2000 1999 -------- -------- (In Thousands) State: Missouri.............................................. $ 73,368 $ 74,922 Arizona............................................... 68,528 66,812 California............................................ 59,762 67,674 Texas................................................. 55,622 62,166 Florida............................................... 53,859 50,246 Utah.................................................. 47,388 48,450 Oklahoma.............................................. 41,866 39,410 Washington............................................ 31,192 33,674 Nevada................................................ 30,795 31,888 Other................................................. 362,827 400,640 -------- -------- $825,207 $875,882 ======== ======== The Company had no investment in impaired mortgage loans and related allowance for credit losses and no interest income on impaired loans for the years ended December 31, 2000, 1999 and 1998. Additionally, the Company had no investment in impaired loans at December 31, 2000 and 1999. The average recorded investment in impaired loans was $413,000 at December 31, 1998. Bonds, mortgage loans, preferred stocks and common stocks approximating $3,340,000 and $3,840,000 were on deposit with regulatory authorities at December 31, 2000 and 1999, respectively. Set forth below is a summary of consolidated net investment income for the years ended December 31: Year ended December 31, -------------------------- 2000 1999 1998 -------- -------- -------- (In Thousands) Fixed maturities: Bonds............................................. $ 98,186 $102,990 $ 94,975 Redeemable preferred stocks....................... 1,548 1,917 1,603 Equity securities: Common stocks..................................... 3,309 957 702 Nonredeemable preferred stocks.................... 30 43 237 Mortgage loans on real estate....................... 77,436 78,462 75,768 Real estate......................................... -- 11 18 Policy loans........................................ 3,547 3,486 3,667 Short-term investments.............................. 7,549 3,115 4,334 Other............................................... 2,701 2,898 2,685 -------- -------- -------- 194,306 193,879 183,989 Less: Net investment income from discontinued operations....................................... 3,497 5,681 5,443 Investment expenses............................... 2,598 2,677 2,461 -------- -------- -------- Net investment income from continuing operations.... $188,211 $185,521 $176,085 ======== ======== ======== F-16 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Realized gains (losses) on securities disposed of during 2000, 1999 and 1998 consisted of the following: Year ended December 31, ------------------------- 2000 1999 1998 ------- ------- ------- (In Thousands) Fixed maturity securities: Gross realized gains.............................. $ 866 $ 6,615 $ 5,149 Gross realized losses............................. (6,995) (1,636) (1,420) Equity securities: Gross realized gains.............................. 10,200 6,299 7,395 Gross realized losses............................. (1,177) (744) (1,636) Other investments................................... (783) (2,076) 1,068 ------- ------- ------- Net realized gains.................................. $ 2,111 $ 8,458 $10,556 ======= ======= ======= Sales of investments in securities in 2000, 1999 and 1998, excluding maturities and calls, resulted in gross realized gains of $10,524,000, $12,338,000 and $10,980,000 and gross realized losses of $3,398,000, $2,318,000 and $2,304,500, respectively. There were no non-income producing investments at December 31, 2000 and 1999. The Company began investing in the Cypress Tree Investment Fund LLC during 1998. At December 31, 2000 and 1999, the Company has invested $5 million and $18 million, respectively, in the partnership, which primarily invests in senior secured loans. The Company's portion of the investment is approximately 10% and 16% of the total fund value at December 31, 2000 and 1999, respectively, and has been recorded under the guidelines of equity accounting. This investment is classified in other investments on the balance sheets, with unrealized gains and losses being reflected in accumulated other comprehensive income (loss). 4. Investment Contracts The carrying amounts and fair values of the Company's liabilities for investment-type insurance contracts (included with future policy benefits, contract account balances and separate accounts in the balance sheets) at December 31 are as follows: December 31, ------------------------------------------- 2000 1999 --------------------- --------------------- Carrying Carrying Amount Fair Value Amount Fair Value ---------- ---------- ---------- ---------- (In Thousands) Guaranteed investment contracts.... $ 465,261 $ 459,605 $ 645,619 $ 629,240 Flexible and single premium deferred annuities................ 558,851 538,155 543,269 523,519 Separate accounts.................. 402,652 388,689 415,077 406,864 ---------- ---------- ---------- ---------- Total investment-type insurance contracts......................... $1,426,764 $1,386,449 $1,603,965 $1,559,623 ========== ========== ========== ========== Fair values of the Company's insurance contracts other than investment contracts are not required to be disclosed. However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company's overall management of interest rate risk which minimizes exposure to changing interest rates through the matching of investment maturities with amounts due under insurance contracts. F-17 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 5. Commitments and Contingencies The Company leases equipment and certain office facilities from others under operating leases through April 2004. Certain other equipment and facilities are rented monthly. Rental expense amounted to $629,000, $781,000 and $1,364,000 for the years ended December 31, 2000, 1999 and 1998, respectively. As of December 31, 2000, the minimum future payments under noncancelable operating leases for each of the next five years are as follows (in thousands): Year ending December 31 ----------------------- 2001................................................................ $355 2002................................................................ 197 2003................................................................ 81 2004................................................................ 20 2005................................................................ -- ---- Total............................................................... $653 ==== Total outstanding commitments to fund mortgage loans were $0 and $11,632,500 at December 31, 2000 and 1999, respectively. A number of insurance companies are under regulatory supervision that results in assessments by state guaranty funds to cover losses to policyholders of insolvent or rehabilitated insurance companies. Those mandatory assessments may be partially recovered through a reduction in future premium taxes in certain states. At December 31, 2000 and 1999, the Company accrued $310,000 and $350,000, respectively, for guaranty fund assessments. Expenses incurred for guaranty fund assessments were $314,000, $333,000 and $417,000 in 2000, 1999 and 1998, respectively. The Company and its subsidiaries are parties to certain claims and legal actions arising during the ordinary course of business. In the opinion of management, these matters will not have a materially adverse effect on the operations or financial position of the Company. 6. Property, Equipment and Software A summary of property, equipment and software and their respective depreciation rates is as follows: December 31, Rate of ------------------ Depreciation 2000 1999 ------------ -------- -------- (In Thousands) Home office building, including land with a cost of $425,000............................. 2% $ 23,218 $ 23,218 Other real estate not held-for-sale or rental. 4% 208 208 Less accumulated depreciation................. (14,246) (13,667) -------- -------- 9,180 9,759 Equipment and software........................ 5%-33% 18,182 20,785 Less accumulated depreciation................. (15,316) (15,746) -------- -------- 2,866 5,039 -------- -------- Total property, equipment and software........ $ 12,046 $ 14,798 ======== ======== F-18 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 7. Federal Income Taxes The Company and its subsidiaries file a consolidated federal tax return. Under a written agreement approved by the Board of Directors, the Company collects from, or refunds to, the subsidiaries the amount of taxes or benefits determined as if the Company and the subsidiaries filed separate returns. The components of the provision for income taxes and the temporary differences generating deferred income taxes are as follows: Year ended December 31, ------------------------- 2000 1999 1998 ------- ------- ------- (In Thousands) Current............................................. $19,033 $ 8,933 $16,442 Deferred: Deferred policy acquisition costs................. 3,099 (204) (3,385) Future policy benefits............................ 10,032 9,501 6,620 Accrual of discount............................... 298 438 560 Tax on realized gains greater than book........... (2,384) (780) (1,610) Recognition of tax effect previously deferred on sale of affiliate stock in prior period.......... -- -- (1,311) Employee benefit plans............................ 198 3,002 (2,014) Prior year taxes.................................. (537) 1,698 1,018 Other, net........................................ (717) (463) 485 ------- ------- ------- 9,989 13,192 363 ------- ------- ------- Total income tax expense............................ 29,022 22,125 16,805 Less income tax expense (benefit) from discontinued operations......................................... 8,154 (994) 929 ------- ------- ------- Total income tax expense from continuing operations. $20,868 $23,119 $15,876 ======= ======= ======= At December 31, 2000 and 1999, the Company recorded a valuation allowance against deferred tax assets resulting from cumulative unrealized losses on available-for-sale securities for $3,000,000 and $8,000,000 respectively. The Company did not record any valuation allowances against deferred tax assets at December 31, 1998. Total income taxes vary from the amounts computed by applying the federal income tax rate of 35% to income before income tax expense for the following reasons: Year ended December 31, ------------------------- 2000 1999 1998 ------- ------- ------- (In Thousands) Application of statutory rate to income before taxes on income.......................................... $28,997 $23,168 $19,296 Tax-exempt municipal bond interest and dividends received deductions................................ (288) (171) (287) Recognition of tax effect previously deferred on sale of affiliate stock in a prior period..................................... -- -- (1,311) Other............................................... 313 (872) (893) ------- ------- ------- $29,022 $22,125 $16,805 ======= ======= ======= F-19 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) The significant components comprising the Company's deferred income tax assets and liabilities as of December 31, 2000 and 1999 are as follows: December 31, --------------- 2000 1999 ------- ------- (In Thousands) Deferred income tax liabilities: Deferred policy acquisition costs............................ $33,593 $26,142 Other........................................................ 14,353 9,754 ------- ------- Total deferred income tax liability............................ 47,946 35,896 Deferred income tax assets: Reserve for future policy benefits........................... 6,866 6,142 Unrealized investment losses, net of valuation allowance of $3,000,000 in 2000 and $8,000,000 in 1999................... 11,021 10,128 Other........................................................ 13,027 11,690 ------- ------- Total deferred income tax assets............................... 30,914 27,960 ------- ------- Net deferred income tax liability.............................. $17,032 $ 7,936 ======= ======= Certain amounts that were not currently taxed under pre-1984 tax law were credited to a "policyholders' surplus" account. This account is frozen under the 1984 Tax Act and is taxable only when distributed to stockholders at which time it is taxed at regular corporate rates. The policyholders' surplus of the Company approximates $87,000,000. The Company has no present plan for distributing the amount in policyholders' surplus. Consequently, no provision has been made in the consolidated financial statements for the taxes thereon. However, if such taxes were assessed, the amount of taxes payable would be approximately $30,000,000. Earnings taxed on a current basis are accumulated in a "shareholder's surplus" account and can be distributed to the shareholder without tax. The shareholder's surplus amounted to approximately $330,000,000 at December 31, 2000. 8. Benefit Plans Trusteed Employee Retirement Plan The Company has a trusteed employee retirement plan for the benefit of salaried employees who have reached age 21 and who have completed one year of service. The plan, which is administered by an Employees' Retirement Committee consisting of at least three officers appointed by the Board of Directors of the Company, provides for normal retirement at age 65 or earlier retirement based on minimum age and service requirements. Retirement may be deferred to age 70. Upon retirement, the retirees receive monthly benefit payments from the plan's BMA group pension investment contract. During 2000, approximately $4.9 million of annual benefits were covered by a group pension investment contract issued by the Company. Assets of the plan, primarily equities, are held by three trustees appointed by the Board of Directors. F-20 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) The following table sets forth the plan's funded status at December 31: December 31, ------------------ 2000 1999 -------- -------- (In Thousands) Change in benefit obligations: Benefit obligation at beginning of year............ $ 64,396 $ 66,944 Service cost....................................... 1,542 1,835 Interest cost...................................... 4,879 4,556 Curtailment Adjustment............................. (1,163) -- Settlement Adjustment.............................. (149) -- Actuarial (gains) losses........................... 1,257 (5,626) Benefits paid...................................... (4,879) (3,313) -------- -------- Benefit obligation at end of year.................... 65,883 64,396 Change in plan assets: Fair value of plan assets at beginning of year..... 110,399 95,175 Actual return on plan assets....................... (804) 18,537 Benefits paid...................................... (4,879) (3,313) -------- -------- Fair value of plan assets at end of year............. 104,716 110,399 -------- -------- Funded status of the plan............................ 38,833 46,003 Unrecognized net actuarial gain...................... (27,963) (41,634) Unrecognized prior service cost...................... 57 650 Unrecognized net asset at January 1, 1987 being recognized over 15 years............................ (292) (589) -------- -------- Prepaid pension cost................................. $ 10,635 $ 4,430 ======== ======== The additional minimum pension liability noted above results from the pension plan for the Company's subsidiary, BMA Financial Services, Inc. Net pension cost included the following components: Year ended December 31, ---------------------------- 2000 1999 1998 -------- -------- -------- (In Thousands) Service cost--benefits earned during the period... $ 1,542 $ 1,835 $ 1,873 Interest cost on projected benefit obligation..... 4,879 4,556 4,557 Actual return on plan assets...................... 804 (18,537) (12,988) Net amortization and deferral..................... (11,997) 9,529 5,005 -------- -------- -------- Net pension benefit............................... $ (4,772) $ (2,617) $ (1,553) ======== ======== ======== In determining the actuarial present value of the projected benefit obligation, the weighted-average discount rate utilized was 7.5% for 2000, 7.75% for 1999 and 7% for 1998. The rate of increase in future compensation levels used for 2000 was 7.25% for employees at the younger attained ages grading to 3.25% for older employees, the rate was 7.5% grading to 3.5% for 1999 and 7% grading to 3% for 1998. The expected long-term rate of return on assets was 8% in 2000, 1999 and 1998. As part of the 2000 net periodic retirement plan cost, curtailment and settlement losses were recognized. These losses resulted from the disposal of the Company's workplace benefits division (Note 13). F-21 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Supplemental Retirement Programs and Deferred Compensation Plan The Company has supplemental retirement programs for senior executive officers and for group sales managers and group sales persons who are participants in the trusteed retirement plan. These programs are not qualified under Section 401(a) of the Internal Revenue Code and are not prefunded. Benefits are paid directly by the Company as they become due. Benefits are equal to an amount computed on the same basis as under the trusteed retirement plan (except incentive compensation is included and limitations under Sections 401 and 415 of the Internal Revenue Code are not considered) less the actual benefit payable under the trusteed plan. The Company also has a deferred compensation plan for the Company's managers that provides retirement benefits based on renewal premium income at retirement resulting from the sales unit developed by the manager. This program is not qualified under Section 401(a) of the Internal Revenue Code and is not prefunded. As of January 1, 1987, the plan was frozen with respect to new entrants. Currently, there are two managers who have not retired and will be entitled to future benefits under the program. The actuarial present value of benefits shown below includes these active managers, as well as all managers who have retired and are entitled to benefits under the program. The following table sets forth the combined supplemental retirement programs' and deferred compensation plan's funded status at: December 31, ------------------ 2000 1999 -------- -------- (In Thousands) Change in benefit obligations: Benefit obligation at beginning of year............ $ 13,273 $ 12,512 Service cost....................................... 271 292 Interest cost...................................... 975 844 Amendments......................................... 1,174 -- Curtailment Adjustments............................ (539) -- Settlement Adjustments............................. (65) -- Actuarial losses................................... 1,807 563 Benefits paid...................................... (1,280) (938) -------- -------- Benefit obligation at end of year.................... 15,616 13,273 Change in plan assets: Fair value of plan assets at beginning and end of year.............................................. -- -- -------- -------- Funded status of the plan (underfunded).............. (15,616) (13,273) Unrecognized net actuarial loss...................... 4,270 3,460 Unrecognized prior service cost...................... 1,341 429 Unrecognized net asset at January 1, 1987 being recognized over 15 years............................ 182 260 Adjustment to recognized minimum liability........... (4,590) (2,212) -------- -------- Accrued pension cost................................. (14,413) (11,336) Accrued benefit liability............................ 12,890 10,648 Intangible asset..................................... 1,523 688 -------- -------- Net amount recognized................................ $ -- $ -- ======== ======== F-22 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Net pension cost included the following components: Year ended December 31, -------------------- 2000 1999 1998 ------ ------ ------ (In Thousands) Service cost--benefits earned during the period........... $ 271 $ 292 $ 235 Interest cost on projected benefit obligation............. 975 844 813 Net amortization and deferral............................. 654 626 541 ------ ------ ------ Net pension cost.......................................... $1,900 $1,762 $1,589 ====== ====== ====== In determining the actuarial present value of the projected benefit obligation, the weighted-average discount rate utilized was 7.5% for 2000, 7.75% for 1999 and 7% for 1998. The rate of increase in future compensation levels used was 5.0% for 2000, 5.25% for 1999 and 4.5% for 1998. As part of the 2000 net periodic retirement plan cost, curtailment and settlement losses were recognized. These losses resulted from the disposal of the Company's workplace benefits division (Note 13). Savings and Investment Plans The Company has savings and investment plans qualifying under Section 401(k) of the Internal Revenue Code. Employees and sales representatives are eligible to participate after one year of service. Participant contributions are invested by the trustees for the plans at the direction of the participant in any one or more of four investment funds. The Company makes matching contributions in varying amounts. The Company's matching contributions amounted to $1,008,000 in 2000, $1,086,000 in 1999 and $1,153,000 in 1998. Participants are fully vested in the Company match after five years of service. The Company has a field force retirement plan for the benefit of agents and managers. The plan is a defined contribution plan with contributions made entirely by the Company. Each agent or manager under a standard contract with one year of service with the Company is eligible to participate. The Company makes an annual contribution for each participant equal to 3% of eligible earnings up to the Social Security wage base and 6% of eligible earnings which are in excess of the Social Security wage base. Each participant is fully vested in his retirement account after five years of service. Assets of the plan are deposited in a retirement trust fund and maintained by the plan trustees who are appointed by the Company. The Company incurred no costs related to this plan in 2000 and 1999 and $33,000 in 1998. Defined Benefit Health Care Plan In addition to the Company's other benefit plans, the Company sponsors an unfunded defined benefit health care plan that provides postretirement medical benefits to full-time employees for whom the sum of the employee's age and years of service equals or exceeds 75, with a minimum age requirement of 50 and at least 10 years of service. The plan is contributory, with retiree contributions adjusted annually, and contains other cost-sharing features such as deductibles and coinsurance. The accounting for the plan anticipates a future cost-sharing arrangement with retirees that is consistent with the Company's past practices. F-23 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) The following table presents the plan's funded status: December 31, ---------------- 2000 1999 ------- ------- (In Thousands) Change in benefit obligations: Projected benefit obligation at beginning of year.... $10,655 $11,401 Service cost......................................... 88 112 Interest cost........................................ 760 760 Actuarial (gains) losses............................. 138 (73) Participant contributions............................ 442 548 Curtailment adjustment............................... (269) -- Benefits paid........................................ (1,884) (2,093) ------- ------- Projected benefit obligation at end of year............ 9,930 10,655 Change in plan assets: Fair value of plan assets at beginning and end of year................................................ -- -- ------- ------- Funded status of the plan (underfunded)................ (9,930) (10,655) Unrecognized net actuarial loss........................ 324 455 Unrecognized prior service cost........................ 1,051 1,921 Unrecognized transition obligation..................... 2,397 3,814 ------- ------- Accrued pension cost................................... (6,158) (4,465) Accrued benefit liability.............................. 6,158 4,465 ------- ------- Net amount recognized.................................. $ -- $ -- ======= ======= Net periodic postretirement benefit cost includes the following components: Year ended December 31, -------------------- 2000 1999 1998 ------ ------ ------ (In Thousands) Service cost............................................... $ 88 $ 112 $ 108 Interest cost.............................................. 760 760 777 Amortization of transition obligation over 20 years........ 235 293 293 Amortization of past service costs......................... 228 294 295 ------ ------ ------ Net periodic benefit cost.................................. 1,311 1,459 1,473 Plan curtailment adjustment................................ 1,824 -- 770 ------ ------ ------ Final periodic postretirement benefit cost................. $3,135 $1,459 $2,243 ====== ====== ====== The weighted-average annual assumed rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) varies per year, equal to the maximum contractual increase of the Company's contribution. Because the Company's future contributions are contractually limited as discussed above, an increase in the health care cost trend rate has a minimal impact on expected benefit payments. The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.75% at December 31, 2000 and 1999 and 7.00% at December 31, 1998. As part of the 2000 and 1998 net periodic postretirement benefit cost, a curtailment loss was recognized. The 2000 curtailment resulted from the disposal of the Company's workplace benefits division (Note 13) and the 1998 adjustment resulted from the closing of certain field locations in March 1998. F-24 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 9. Reinsurance The Company actively solicits reinsurance from other companies. The Company also cedes portions of the insurance it writes as described in the next paragraph. The effect of reinsurance on premiums earned from continuing operations was as follows: Year ended December 31, ------------------------------ 2000 1999 1998 --------- --------- -------- (In Thousands) Direct.......................................... $ 145,141 $ 144,224 $118,315 Assumed......................................... 201,273 174,794 152,844 Ceded........................................... (133,302) (78,023) (73,466) --------- --------- -------- Total net premium............................... 213,112 240,995 197,693 Less net premium from discontinued operations... (53,554) (104,465) (71,002) --------- --------- -------- Total net premium from continuing operations.... $ 159,558 $ 136,530 $126,691 ========= ========= ======== The Company reinsures with other companies portions of the insurance it writes, thereby limiting its exposure on larger risks. Normal retentions without reinsurance are $750,000 on an individual life policy, $1,000,000 on individual life insurance assumed and $200,000 on an individual life insured under a single group life policy. As of December 31, 2000, the Company had ceded to other life insurance companies individual life insurance in force of approximately $32.7 billion. Benefits and reserves ceded to other insurers amounted to $199,466,000, $73,536,000 and $54,670,000 during the years ended December 31, 2000, 1999 and 1998, respectively. At December 31, 2000 and 1999, policy reserves ceded to other insurers were $177,444,000 and $89,362,000, respectively. Claim reserves ceded amounted to $31,179,000 and $22,153,000 at December 31, 2000 and 1999, respectively. The Company remains contingently liable on all reinsurance ceded by it to others. This contingent liability would become an actual liability in the event an assuming reinsurer should fail to perform its obligations under its reinsurance agreement with the Company. Gross assumed premiums from the Company's five largest customers amounted to $107,945,000, $102,153,000 and $89,915,000 for the years ended December 31, 2000, 1999 and 1998, respectively. 10. Related-Party Transactions The Company reimburses Generali's U.S. branch for certain expenses incurred on the Company's behalf. These expenses were not material in 2000, 1999 or 1998. The Company retrocedes a portion of the life insurance it assumes to Generali. In accordance with this agreement, the Company ceded premiums of $463,000, $575,000 and $756,000 during 2000, 1999 and 1998, respectively. The Company ceded claims of $2,000 during 2000, $121,000 during 1999 and $240,000 during 1998. In 1995, the Company entered into a modified coinsurance agreement with Generali to cede 50% of certain single-premium deferred annuity contracts issued. In accordance with this agreement, $6 million, $9 million and $8 million in account balances were ceded to Generali in 2000, 1999 and 1998, respectively, and Generali loaned such amounts back to the Company. Account balances ceded and loaned back at December 31, 2000 and 1999 were $158 million and $184 million, respectively. The recoverable amount from Generali was offset against the loan. The net expense related to this agreement was $883,000, $2,034,000 and $1,564,000 for the years ended December 31, 2000, 1999 and 1998, respectively. The Company held payables to Generali of $243,000 and $627,000 at December 31, 2000 and 1999, respectively. F-25 BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A Member of the Generali Group of Companies) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 11. Stockholder's Equity The changes in net unrealized gains (losses) that have been included in the balance sheet caption "accumulated other comprehensive income (loss)" in stockholder's equity are summarized as follows: December 31, ------------------ 2000 1999 -------- -------- (In Thousands) Net unrealized gains (losses) on securities: Fixed maturities................................... $(33,374) $(53,500) Equity securities.................................. (8,896) (1,898) Securities held in separate account................ (3,711) (9,315) Other.............................................. 85 148 -------- -------- Net unrealized gains (losses)........................ (45,896) (64,565) Adjustment to deferred policy acquisition costs...... 6,219 13,655 Adjustment to unearned revenue reserve............... (383) (885) Deferred income taxes................................ 11,021 10,128 -------- -------- Net unrealized gains (losses)........................ $(29,039) $(41,667) ======== ======== 12. Borrowed Money The Company has an outstanding liability for borrowed money in the amount of $30,720,000 as of December 31, 2000, which is included in other liabilities. This consists of nine items all through the Federal Home Loan Bank due during the following periods: Interest Year Due Amount Range -------- ----------- ----------- 2001.............................................. $11,540,000 6.33%-6.70% 2002.............................................. 5,690,000 6.36%-6.74% 2003.............................................. 8,625,000 6.88%-7.01% 2004.............................................. 4,865,000 7.20% ----------- $30,720,000 Pledged collateral for this debt consists of GNMA and FNMA securities with a face amount of $70,669,000 and a market value of $70,322,000 on December 31, 2000. The Company has the ability to borrow up to $80 million from the Federal Home Loan Bank. The Company's intent is to take advantage of investment opportunities by matching borrowing maturities to asset maturities that have a favorable interest rate spread. 13. Discontinued Operations In October of 1999, the Company adopted a plan to dispose of its workplace benefit (group) insurance line of business. Accordingly, the group line of business was considered a discontinued operation during the year ended 1999 and the consolidated statement of operations for 2000, 1999 and 1998 separately reported the operating results of the discontinued operations, net of related income taxes. Revenues for this line of business amounted to $57,662,000 $110,409,000 and $76,682,000 for the years ended December 31, 2000, 1999 and 1998, respectively. The Company reached an agreement to sell the group line of business in January 2000 and closed the sale effective June 30, 2000. The Company realized a gain on the disposal of this line of business, net of income taxes of $14,871,000. The Company has deferred an additional $2,000,000 of gain that is attributable to the estimated profit on inforce business that is 100% ceded to the purchaser. F-26 APPENDIX A ILLUSTRATION OF POLICY VALUES In order to show You how the Policy works, We created some hypothetical examples. We chose a male and female both age 55, a male and female both age 65 and a male and female both age 75. 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 Vales and Cash Surrender Values would be lower if either Insured was a standard non-tobacco, tobacco or special Rate Class since the cost of the 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 .90% for these charges) are approximately - .90%, 5.10%, and 11.10%. It is important to be aware that the illustrations assume a level rate of return for all years. If the actual rate of return moves up and down over the years instead of remaining level, this may make a big difference in the long-term investment results of Your Policy. In order to properly show You how the Policy actually works, We calculated values for the Accumulation Value, Cash Surrender Value and the Death Proceeds. The Death Proceeds are the Death Benefit minus any outstanding loans and loan interest accrued. We used the charges We described in the Expenses Section of the prospectus. These charges are: (1) Premium Charge; (2) Policy Charge; (3) Per $1,000 of Specified Amount Charge; and (4) Risk Charge. We also deducted for the cost of the 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 .90% of the average net assets of the Investment Option. This is the average of the fees and expenses of the Investment Options in 2000. The expenses of .90% 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 1.29%. The investment advisers currently anticipate that the current waiver and/or reimbursement arrangements will continue through at least May 1, 2002 to the extent necessary to maintain competitive total annual portfolio expense levels as described under "Expenses - Investment Option Expenses." However, certain advisers have the right to terminate waivers and/or reimbursements at any time at their sole discretion. 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 illustrations assume 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 each 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. BMA Clarity Survivorship Variable Universal Life Male Age 55 Preferred Non-Tobacco Female Age 55 Preferred Non-Tobacco Initial Specified Amount: $500,000 Planned Premium: $4,339.92 Assuming Guaranteed Charges Death Benefit Option: Level Death Proceeds Accumulation Value Cash Surrender Value Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross Accumulated Annual Investment Return of Annual Investment Return of Annual Investment Return of End of at 5% Policy Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross Year Per Year (-0.98% Net) (5.02% Net) (11.02% Net) (-0.98% Net) (5.02% Net) (11.02% Net) (-0.98% Net) (5.02% Net) (11.02% Net) 1 4,557 500,000 500,000 500,000 3,006 3,214 3,422 0 0 0 2 9,342 500,000 500,000 500,000 6,674 7,300 7,952 2,334 2,960 3,612 3 14,366 500,000 500,000 500,000 10,207 11,486 12,868 5,868 7,146 8,528 4 19,641 500,000 500,000 500,000 13,595 15,762 18,195 9,689 11,856 14,289 5 25,180 500,000 500,000 500,000 16,822 20,114 23,957 13,350 16,642 20,485 6 30,996 500,000 500,000 500,000 19,871 24,525 30,179 16,833 21,487 27,141 7 37,102 500,000 500,000 500,000 22,716 28,970 36,883 20,112 26,366 34,279 8 43,514 500,000 500,000 500,000 25,326 33,416 44,082 23,156 31,246 41,912 9 50,247 500,000 500,000 500,000 27,658 37,816 51,785 25,922 36,080 50,049 10 57,316 500,000 500,000 500,000 29,663 42,120 59,999 28,361 40,818 58,697 11 64,739 500,000 500,000 500,000 31,461 46,448 68,920 30,376 45,363 67,835 12 72,533 500,000 500,000 500,000 32,820 50,564 78,383 31,952 49,696 77,515 13 80,717 500,000 500,000 500,000 33,683 54,398 88,400 33,032 53,747 87,749 14 89,309 500,000 500,000 500,000 33,979 57,869 98,981 33,545 57,435 98,547 15 98,332 500,000 500,000 500,000 33,616 60,872 110,124 33,399 60,655 109,907 16 107,805 500,000 500,000 500,000 32,639 63,583 122,414 32,639 63,583 122,414 17 117,752 500,000 500,000 500,000 30,700 65,525 135,340 30,700 65,525 135,340 18 128,197 500,000 500,000 500,000 27,567 66,446 148,854 27,567 66,446 148,854 19 139,164 500,000 500,000 500,000 22,955 66,035 162,898 22,955 66,035 162,898 20 150,679 500,000 500,000 500,000 16,537 63,930 177,417 16,537 63,930 177,417 BMA Clarity Survivorship Variable Universal Life Male Age 55 Preferred Non-Tobacco Female Age 55 Preferred Non-Tobacco Initial Specified Amount: $500,000 Planned Premium: $4,339.92 Assuming Current Charges Death Benefit Option: Level Death Proceeds Accumulation Value Cash Surrender Value Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross Accumulated Annual Investment Return of Annual Investment Return of Annual Investment Return of End of at 5% Policy Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross Year Per Year (-0.98% Net) (5.02% Net) (11.02% Net) (-0.98% Net) (5.02% Net) (11.02% Net) (-0.98% Net) (5.02% Net) (11.02% Net) 1 4,557 500,000 500,000 500,000 3,019 3,228 3,436 0 0 0 2 9,342 500,000 500,000 500,000 6,763 7,394 8,049 2,424 3,054 3,709 3 14,366 500,000 500,000 500,000 10,410 11,702 13,097 6,071 7,362 8,757 4 19,641 500,000 500,000 500,000 13,955 16,152 18,617 10,049 12,247 14,711 5 25,180 500,000 500,000 500,000 17,392 20,743 24,650 13,920 17,271 21,178 6 30,996 500,000 500,000 500,000 20,714 25,470 31,239 17,676 22,432 28,201 7 37,102 500,000 500,000 500,000 23,912 30,330 38,431 21,308 27,726 35,827 8 43,514 500,000 500,000 500,000 26,976 35,317 46,278 24,806 33,147 44,108 9 50,247 500,000 500,000 500,000 29,898 40,425 54,835 28,162 38,689 53,099 10 57,316 500,000 500,000 500,000 32,665 45,647 64,166 31,363 44,345 62,864 11 64,739 500,000 500,000 500,000 35,435 51,153 74,527 34,350 50,068 73,442 12 72,533 500,000 500,000 500,000 38,025 56,764 85,828 37,157 55,896 84,960 13 80,717 500,000 500,000 500,000 40,423 62,473 98,157 39,772 61,822 97,506 14 89,309 500,000 500,000 500,000 42,616 68,271 111,614 42,182 67,837 111,180 15 98,332 500,000 500,000 500,000 44,590 74,147 126,310 44,373 73,930 126,093 16 107,805 500,000 500,000 500,000 46,555 80,480 143,060 46,555 80,480 143,060 17 117,752 500,000 500,000 500,000 48,269 86,912 161,473 48,269 86,912 161,473 18 128,197 500,000 500,000 500,000 49,701 93,424 181,730 49,701 93,424 181,730 19 139,164 500,000 500,000 500,000 50,831 100,006 204,043 50,831 100,006 204,043 20 150,679 500,000 500,000 500,000 51,631 106,640 228,655 51,631 106,640 228,655 BMA Clarity Survivorship Variable Universal Life Male Age 65 Preferred Non-Tobacco Female Age 65 Preferred Non-Tobacco Initial Specified Amount: $500,000 Planned Premium: $7,737.12 Assuming Guaranteed Charges Death Benefit Option: Level Death Proceeds Accumulation Value Cash Surrender Value Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross Accumulated Annual Investment Return of Annual Investment Return of Annual Investment Return of End of at 5% Policy Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross Year Per Year (-0.98% Net) (5.02% Net) (11.02% Net) (-0.98% Net) (5.02% Net) (11.02% Net) (-0.98% Net) (5.02% Net) (11.02% Net) 1 8,124 500,000 500,000 500,000 5,948 6,338 6,728 0 0 0 2 16,654 500,000 500,000 500,000 12,211 13,375 14,586 4,474 5,638 6,849 3 25,611 500,000 500,000 500,000 17,937 20,269 22,793 10,200 12,532 15,056 4 35,015 500,000 500,000 500,000 23,056 26,936 31,308 16,093 19,973 24,344 5 44,890 500,000 500,000 500,000 27,484 33,275 40,074 21,295 27,085 33,884 6 55,259 500,000 500,000 500,000 31,112 39,154 49,009 25,696 33,738 43,593 7 66,145 500,000 500,000 500,000 33,792 44,402 57,991 29,150 39,759 53,348 8 77,577 500,000 500,000 500,000 35,328 48,788 66,845 31,459 44,920 62,976 9 89,580 500,000 500,000 500,000 35,472 52,029 75,345 32,377 48,934 72,250 10 102,182 500,000 500,000 500,000 33,938 53,788 83,222 31,617 51,467 80,901 11 115,416 500,000 500,000 500,000 30,715 54,014 90,519 28,781 52,079 88,584 12 129,310 500,000 500,000 500,000 25,139 51,967 96,588 23,591 50,419 95,040 13 143,900 500,000 500,000 500,000 16,805 47,150 101,042 15,645 45,989 99,882 14 159,219 500,000 500,000 500,000 5,220 38,949 103,405 4,447 38,176 102,631 15 175,304 * 500,000 500,000 * 26,551 103,033 * 26,164 102,646 16 192,193 * 500,000 500,000 * 8,950 99,588 * 8,950 99,588 17 209,927 * * 500,000 * * 91,345 * * 91,345 18 228,547 * * 500,000 * * 76,556 * * 76,556 19 248,098 * * 500,000 * * 52,810 * * 52,810 20 268,627 * * 500,000 * * 16,754 * * 16,754 * Additional premium is necessary to keep the policy from lapsing. BMA Clarity Survivorship Variable Universal Life Male Age 65 Preferred Non-Tobacco Female Age 65 Preferred Non-Tobacco Initial Specified Amount: $500,000 Planned Premium: $7,737.12 Assuming Current Charges Death Benefit Option: Level Death Proceeds Accumulation Value Cash Surrender Value Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross Accumulated Annual Investment Return of Annual Investment Return of Annual Investment Return of End of at 5% Policy Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross Year Per Year (-0.98% Net) (5.02% Net) (11.02% Net) (-0.98% Net) (5.02% Net) (11.02% Net) (-0.98% Net) (5.02% Net) (11.02% Net) 1 8,124 500,000 500,000 500,000 6,048 6,441 6,834 0 0 0 2 16,654 500,000 500,000 500,000 12,675 13,859 15,091 4,937 6,122 7,354 3 25,611 500,000 500,000 500,000 19,050 21,451 24,045 11,313 13,714 16,308 4 35,015 500,000 500,000 500,000 25,163 29,207 33,751 18,200 22,244 26,787 5 44,890 500,000 500,000 500,000 31,000 37,119 44,271 24,810 30,929 38,082 6 55,259 500,000 500,000 500,000 36,547 45,176 55,676 31,131 39,760 50,260 7 66,145 500,000 500,000 500,000 41,786 53,364 68,038 37,144 48,722 63,395 8 77,577 500,000 500,000 500,000 46,695 61,665 81,438 42,826 57,797 77,570 9 89,580 500,000 500,000 500,000 51,255 70,065 95,974 48,160 66,970 92,880 10 102,182 500,000 500,000 500,000 55,444 78,548 111,755 53,123 76,227 109,434 11 115,416 500,000 500,000 500,000 59,548 87,424 129,249 57,614 85,490 127,315 12 129,310 500,000 500,000 500,000 63,206 96,341 148,272 61,659 94,794 146,725 13 143,900 500,000 500,000 500,000 66,376 105,267 168,981 65,216 104,106 167,820 14 159,219 500,000 500,000 500,000 69,019 114,174 191,566 68,246 113,400 190,793 15 175,304 500,000 500,000 500,000 71,098 123,038 216,255 70,712 122,651 215,868 16 192,193 500,000 500,000 500,000 72,947 132,495 244,510 72,947 132,495 244,510 17 209,927 500,000 500,000 500,000 74,188 141,976 275,765 74,188 141,976 275,765 18 228,547 500,000 500,000 500,000 74,790 151,478 310,459 74,790 151,478 310,459 19 248,098 500,000 500,000 500,000 74,717 161,004 349,109 74,717 161,004 349,109 20 268,627 500,000 500,000 500,000 73,939 170,563 392,327 73,939 170,563 392,327 BMA Clarity Survivorship Variable Universal Life Male Age 75 Preferred Non-Tobacco Female Age 75 Preferred Non-Tobacco Initial Specified Amount: $500,000 Planned Premium: $14,239.08 Assuming Guaranteed Charges Death Benefit Option: Level Death Proceeds Accumulation Value Cash Surrender Value Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross Accumulated Annual Investment Return of Annual Investment Return of Annual Investment Return of End of at 5% Policy Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross Year Per Year (-0.98% Net) (5.02% Net) (11.02% Net) (-0.98% Net) (5.02% Net) (11.02% Net) (-0.98% Net) (5.02% Net) (11.02% Net) 1 14,951 500,000 500,000 500,000 10,798 11,511 12,225 0 0 0 2 30,650 500,000 500,000 500,000 19,602 21,653 23,792 5,363 7,414 9,553 3 47,133 500,000 500,000 500,000 25,333 29,239 33,495 11,094 15,000 19,256 4 64,441 500,000 500,000 500,000 27,662 33,802 40,819 14,846 20,987 28,004 5 82,614 500,000 500,000 500,000 26,159 34,760 45,117 14,768 23,369 33,725 6 101,696 500,000 500,000 500,000 20,222 31,325 45,516 10,255 21,358 35,548 7 121,731 500,000 500,000 500,000 8,990 22,408 40,805 447 13,865 32,261 8 142,769 * * 500,000 * * 29,278 * * 22,158 9 164,859 * * 500,000 * * 8,579 * * 2,884 10 188,052 * * * * * * * * * 11 212,406 * * * * * * * * * 12 237,977 * * * * * * * * * 13 264,827 * * * * * * * * * 14 293,020 * * * * * * * * * 15 322,622 * * * * * * * * * 16 353,704 * * * * * * * * * 17 386,340 * * * * * * * * * 18 420,608 * * * * * * * * * 19 456,590 * * * * * * * * * 20 494,370 * * * * * * * * * * Additional premium is necessary to keep the policy from lapsing. BMA Clarity Survivorship Variable Universal Life Male Age 75 Preferred Non-Tobacco Female Age 75 Preferred Non-Tobacco Initial Specified Amount: $500,000 Planned Premium: $14,239.08 Assuming Current Charges Death Benefit Option: Level Death Proceeds Accumulation Value Cash Surrender Value Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross Accumulated Annual Investment Return of Annual Investment Return of Annual Investment Return of End of at 5% Policy Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross Year Per Year (-0.98% Net) (5.02% Net) (11.02% Net) (-0.98% Net) (5.02% Net) (11.02% Net) (-0.98% Net) (5.02% Net) (11.02% Net) 1 14,951 500,000 500,000 500,000 11,793 12,537 13,282 0 0 0 2 30,650 500,000 500,000 500,000 23,784 26,021 28,347 9,545 11,782 14,108 3 47,133 500,000 500,000 500,000 35,126 39,623 44,487 20,887 25,384 30,248 4 64,441 500,000 500,000 500,000 45,789 53,313 61,781 32,973 40,498 48,966 5 82,614 500,000 500,000 500,000 55,744 67,065 80,331 44,353 55,674 68,940 6 101,696 500,000 500,000 500,000 64,972 80,864 100,268 55,005 70,896 90,300 7 121,731 500,000 500,000 500,000 73,464 94,707 121,758 64,920 86,164 113,214 8 142,769 500,000 500,000 500,000 81,208 108,599 145,000 74,088 101,479 137,881 9 164,859 500,000 500,000 500,000 88,193 122,547 170,235 82,498 116,852 164,539 10 188,052 500,000 500,000 500,000 94,416 136,573 197,751 90,144 132,301 193,479 11 212,406 500,000 500,000 500,000 100,460 151,326 228,547 96,901 147,766 224,987 12 237,977 500,000 500,000 500,000 105,440 165,999 262,260 102,592 163,151 259,412 13 264,827 500,000 500,000 500,000 109,251 180,557 299,360 107,115 178,421 297,224 14 293,020 500,000 500,000 500,000 111,769 194,965 340,435 110,345 193,541 339,011 15 322,622 500,000 500,000 500,000 112,853 209,195 386,240 112,141 208,483 385,528 16 353,704 500,000 500,000 500,000 112,918 224,344 439,887 112,918 224,344 439,887 17 386,340 500,000 500,000 520,979 111,196 239,454 500,941 111,196 239,454 500,941 18 420,608 500,000 500,000 586,021 107,464 254,559 568,952 107,464 254,559 568,952 19 456,590 500,000 500,000 657,253 101,461 269,720 644,365 101,461 269,720 644,365 20 494,370 500,000 500,000 735,376 92,888 285,033 728,095 92,888 285,033 728,095 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 Insureds of given Age, gender, risk classification, Premium level and Initial Specified Amount. The illustration will 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 may also 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. ============================================================================================================================ Portfolio Inception 10 Years/ Investment Option Date 1 Year 5 Years Since Inception ============================================================================================================================ ============================================================================================================================ INVESTORS MARK SERIES FUND, INC. ============================================================================================================================ ============================================================================================================================ Intermediate Fixed Income......................................... 11/13/97 10.77% N/A 5.35% ============================================================================================================================ ============================================================================================================================ Mid Cap Equity.................................................... 11/13/97 26.92% N/A 12.82% ============================================================================================================================ ============================================================================================================================ Money Market...................................................... 11/13/97 5.83% N/A 5.17% ============================================================================================================================ ============================================================================================================================ Global Fixed Income............................................... 11/13/97 9.46% N/A 5.72% ============================================================================================================================ ============================================================================================================================ Small Cap Equity.................................................. 11/13/97 -2.69% N/A 8.33% ============================================================================================================================ ============================================================================================================================ Large Cap Growth.................................................. 11/13/97 -12.03% N/A 15.88% ============================================================================================================================ ============================================================================================================================ Large Cap Value................................................... 12/2/97 8.79% N/A 3.65% ============================================================================================================================ ============================================================================================================================ Growth & Income................................................... 11/12/97 15.79% N/A 15.64% ============================================================================================================================ ============================================================================================================================ Balanced.......................................................... 11/17/97 8.42% N/A 3.23% ============================================================================================================================ ============================================================================================================================ BERGER INSTITUTIONAL PRODUCTS TRUST ============================================================================================================================ ============================================================================================================================ Berger IPT-International.......................................... 8/1/97 -10.18% N/A 8.31% ============================================================================================================================ ================================================================================================================================= THE ALGER AMERICAN FUND ================================================================================================================================= ================================================================================================================================= Alger American Growth...................................................... 1/9/89 14.77% 19.19% 20.45% ================================================================================================================================= ================================================================================================================================= Alger American Leveraged AllCap............................................ 1/25/95 -24.83% 23.15% 30.86% ================================================================================================================================= ================================================================================================================================= Alger American MidCap Growth............................................... 5/3/93 9.18% 19.27% 22.57% ================================================================================================================================= ================================================================================================================================= AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. ================================================================================================================================= ================================================================================================================================= VP Income & Growth......................................................... 10/30/97 -10.62% N/A 12.28% ================================================================================================================================= ================================================================================================================================= VP Value................................................................... 5/1/96 18.14% N/A 12.59% ================================================================================================================================= ================================================================================================================================= DREYFUS STOCK INDEX FUND........................................................ 9/29/89 -9.28% 17.98% 16.97% ================================================================================================================================= ================================================================================================================================= DREYFUS VARIABLE INVESTMENT FUND ================================================================================================================================= ================================================================================================================================= Dreyfus VIF Disciplined Stock.............................................. 5/1/96 -9.14% N/A 17.60% ================================================================================================================================= ======================================================================================================================= VARIABLE INSURANCE PRODUCTS FUND and VARIABLE INSURANCE PRODUCTS FUND II ======================================================================================================================= ======================================================================================================================= Fidelity VIP Overseas Portfolio*...................................... 1/28/87 -19.34% 10.32% 9.22% ======================================================================================================================= ======================================================================================================================= Fidelity VIP Growth Portfolio * ...................................... 10/09/86 -11.21% 19.19% 19.98% ======================================================================================================================= ======================================================================================================================= Fidelity VIP II Contrafund Portfolio * ............................... 1/03/95 -6.83% 17.72% 21.14% ======================================================================================================================= ======================================================================================================================= INVESCO VARIABLE INVESTMENT FUNDS, INC. ======================================================================================================================= ======================================================================================================================= INVESCO VIF-High Yield............................................... 5/27/94 -11.68% 6.00% 7.50% ======================================================================================================================= ======================================================================================================================= INVESCO VIF-Equity Income............................................ 8/10/94 4.87% 16.83% 17.78% ======================================================================================================================= ======================================================================================================================= LAZARD RETIREMENT SERIES, INC. ======================================================================================================================= ======================================================================================================================= Lazard Retirement Small Cap.......................................... 11/4/97 21.05% N/A 6.33% ======================================================================================================================= 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 58 pages. Undertakings to file reports. The signatures. The following exhibits. A. Copies of all exhibits required by paragraph A of instructions for Exhibits in Form N-8B-2. 1. Resolution of the Board of Directors of the Company* 2. Not Applicable 3.a. Form of Principal Underwriter Agreement# 3.b. Form of Selling Agreements** 3.c. Schedule of Commissions** 4. Not Applicable 5.a. Last Survivor Flexible Premium Adjustable Variable Life Insurance Policy# 5.b. Extension of Maturity Date Rider# 5.c. Guaranteed Minimum Death Benefit Rider# 5.d. Exchange Option Rider I# 5.e. Exchange Option Rider II# 5.f. Survivorship Term Rider# 6.a. Articles of Incorporation of the Company* 6.b. Bylaws of the Company* 7. Not Applicable 8.a. Form of Fund Participation Agreements** 8.b. Form of Fund Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and the Company*** 8.c. Form of Fund Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and the Company*** 9. Form of Reinsurance Agreement** 10. Application Form# 11. Powers of Attorney* B. Opinion and of Counsel C. Consent of Actuary D. Consents of Independent Accountants *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. ***Incorporated by reference to Post-Effective Amendment No. 3 (File No. 333- 52689) electronically filed on May 1, 2000. #Incorporated by reference to Form S-6 (File No. 333-46538) electronically filed on September 25, 2000. 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 6th day of April, 2001. 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/ EDWARD S. RITTER ---------------------------- Attest: /S/ PEGGY M. HEIDKAMP - - ---------------------------- (Name) VICE PRESIDENT, SALES 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. SIGNATURE TITLE DATE - --------- ----- ---- Giorgio Balzer* Director, Chairman of the Board 4/6/01 - ------------------------- ------- Giorgio Balzer and Chief Executive Officer Date Thomas Morton Bloch* Director 4/6/01 - ------------------------- ------- Thomas Morton Bloch Date Mel G. Carvill* Director 4/6/01 - ------------------------- ------- Mel G. Carvill Date William Thomas Grant II * Director 4/6/01 - ------------------------- ------- William Thomas Grant II Date Donald Joyce Hall, Jr.* Director 4/6/01 - ------------------------- ------- Donald Joyce Hall, Jr. Date Renzo Isler* Director 4/6/01 - ------------------------- ------- Renzo Isler Date Allan Drue Jennings* Director 4/6/01 - ------------------------- ------- Allan Drue Jennings Date David Woods Kemper* Director 4/6/01 - ------------------------- ------- David Woods Kemper Date John Kessander Lundberg* Director 4/6/01 - ------------------------- ------- John Kessander Lundberg Date John Pierre Mascotte* Director 4/6/01 - ------------------------- ------- John Pierre Mascotte Date Andrea Rabusin* Director 4/6/01 - ------------------------- ------- Andrea Rabusin Date /S/ ROBERT T. RAKICH Director, President and Chief 4/6/01 - ------------------------- ------- Robert Thomas Rakich Operating Officer Date /S/DAVID A. GATES 4/6/01 - ------------------------- Vice President, General Counsel ------- David A. Gates and Secretary Date /S/ DAVID L. HIGLEY Senior Vice President & Chief 4/6/01 - ------------------------- ------- David L. Higley Financial Officer Date /S/ SUSAN A. SWEENEY Vice President - Treasurer & 4/6/01 - ------------------------- ------- Susan Annette Sweeney Controller Date *By: /S/ DAVID A. GATES -------------------- Attorney-in-Fact *By: /S/ ROBERT T. RAKICH -------------------- Attorney-in-Fact INDEX TO EXHIBITS EX-99.B Opinion and Consent of Counsel EX-99.C Consent of Actuary EX-99.D Independent Accountants' Consents