<PAGE> 1
As filed with the Securities and Exchange Commission on November 9, 2000
Registration No. 333-41814
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON
FORM N-8B-2
SEPARATE ACCOUNT A OF
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
(Exact name of Registrant)
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
(Name of Depositor)
38500 Woodward Avenue
Bloomfield Hills, Michigan 48304
(Address of Depositor's Principal Executive Offices)
James D. Gallagher
Secretary and General Counsel
The Manufacturers Life Insurance Company (U.S.A.)
73 Tremont Street
Boston, MA 02108
(Name and Address of Agent for Service)
Copy to:
J. Sumner Jones, Esq.
Jones & Blouch L.L.P.
1025 Thomas Jefferson Street, NW
Washington, DC 20007
Title of Securities Being Registered: Variable Life Insurance Contracts
Approximate date of commencement of proposed public offering: As soon after the
effective date of this registration statement as is practicable.
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 the 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.
<PAGE> 2
Separate Account A of
The Manufacturers Life Insurance Company (U.S.A.)
Registration Statement on Form S-6
Cross-Reference Sheet
FORM
N-8B-2
ITEM NO. CAPTION IN PROSPECTUS
1 Cover Page; General Information About Manufacturers (Separate Account
A)
2 Cover Page; General Information About Manufacturers (Manufacturers
(U.S.A.))
3 *
4 Other Information (Distribution of the Policy)
5 General Information About Manufacturers (Separate Account A)
6 General Information About Manufacturers (Separate Account A)
7 *
8 *
9 Other Information (Litigation)
10 Death Benefits; Premium Payments; Charges and Deductions; Policy Value;
Policy Loans; Policy Surrender and Partial Withdrawals; Lapse and
Reinstatement; Other Provisions of the Policy; Other Information
11 General Information About Manufacturers (Manufacturers Investment
Trust)
12 General Information About Manufacturers (Manufacturers Investment
Trust)
13 Charges and Deductions
14 Issuing A Policy; Other Information (Responsibilities Assumed By
Manufacturers Life)
15 Issuing A Policy
16 General Information About Manufacturers (Manufacturers Investment
Trust)
17 Policy Surrender and Partial Withdrawals
18 General Information About Manufacturers
19 Other Information (Reports to Policyholders; Responsibilities Assumed
By Manufacturers Life)
20 *
21 Policy Loans
22 *
23 *
<PAGE> 3
24 Other Provisions of the Policy
25 General Information About Manufacturers (Manufacturers U.S.A.)
26 *
27 General Information About Manufacturers (Manufacturers U.S.A.);
Other Information (Distribution of the Policy)
28 Other Information (Officers and Directors)
29 General Information About Manufacturers (Manufacturers U.S.A.)
30 *
31 *
32 *
33 *
34 *
35 *
36 *
37 *
38 Other Information (Distribution of the Policies; Responsibilities of
Manufacturers Life)
39 Other Information (Distribution of the Policies)
40 *
41 Other Information (Distribution of the Policy)
42 Other Information (Distribution of the Policy)
43 *
44 Policy Values -- Determination of Policy Value; Units and Unit Values)
45 *
46 Policy Surrender and Partial Withdrawals; Other Information -- Payment
of Proceeds)
47 General Information About Manufacturers (Manufacturers Investment
Trust)
48 *
49 *
50 General Information About Manufacturers
51 Issuing a Policy; Death Benefits; Premium Payments; Charges and
Deductions; Policy Value; Policy Loans; Policy Surrender and Partial
Withdrawals; Lapse and Reinstatement; Other Policy Provisions
<PAGE> 4
52 Other Information (Substitution of Portfolio Shares)
53 General Information About Manufacturers (Separate Account A);
Tax Treatment of the Policy
54 *
55 *
56 *
57 *
58 *
59 Financial Statements
* Omitted since answer is negative or item is not applicable.
<PAGE> 5
PART I
INFORMATION REQUIRED IN PROSPECTUS
<PAGE> 6
PROSPECTUS
SEPARATE ACCOUNT A OF THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
VENTURE VUL
A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
This prospectus describes Venture VUL, a flexible premium variable universal
life insurance policy (the "Policy") offered by The Manufacturers Life Insurance
Company (U.S.A.) (the "Company," "Manufacturers U.S.A.," "we" or "us").
The Policy is designed to provide lifetime insurance protection together with
flexibility as to:
- the timing and amount of premium payments,
- the investments underlying the Policy Value, and
- the amount of insurance coverage.
This flexibility allows you, the policyowner, to pay premiums and adjust
insurance coverage in light of your current financial circumstances and
insurance needs.
Policy Value may be accumulated on a fixed basis or vary with the investment
performance of the sub-accounts of Manufacturers U.S.A.'s Separate Account A
(the "Separate Account"). The assets of each sub-account will be used to
purchase shares of a particular investment portfolio (a "Portfolio") of
Manufacturers Investment Trust (the "Trust"). The accompanying prospectus for
the Trust, and the corresponding statement of additional information, describe
the investment objectives of the Portfolios in which you may invest net
premiums. Other sub-accounts and Portfolios may be added in the future.
BECAUSE OF THE SUBSTANTIAL NATURE OF SURRENDER CHARGES, THE POLICY IS NOT
SUITABLE FOR SHORT TERM INVESTMENT PURPOSES. ALSO PROSPECTIVE PURCHASERS SHOULD
NOTE THAT IT MAY NOT BE ADVISABLE TO PURCHASE A POLICY AS A REPLACEMENT FOR
EXISTING INSURANCE.
The Securities and Exchange Commission (the "SEC") maintains a web site
(http://www.sec.gov) that contains material incorporated by reference and other
information regarding registrants that file electronically with the Commission.
PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. IT IS
VALID ONLY WHEN ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE TRUST.
THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Manufacturers Life Insurance Company (U.S.A.)
38500 Woodward Avenue
Bloomfield Hills, Michigan 48304
THE DATE OF THIS PROSPECTUS IS ______, 2000
<PAGE> 7
TABLE OF CONTENTS
<TABLE>
<S> <C>
DEFINITIONS ...................................................................... 4
POLICY SUMMARY
General ........................................................................ 6
Death Benefits ................................................................. 6
Premiums ....................................................................... 6
Policy Value ................................................................... 6
Policy Loans ................................................................... 6
Surrender and Partial Withdrawals .............................................. 6
Lapse and Reinstatement ........................................................ 6
Charges and Deductions ......................................................... 7
Investment Options and Investment Advisers ..................................... 7
Investment Management Fees and Expenses ........................................ 7
Table of Charges and Deductions ................................................ 7
Table of Investment Management Fees and Expenses ............................... 8
Table of Investment Options and Investment Subadvisers ......................... 10
GENERAL INFORMATION ABOUT MANUFACTURERS U.S.A., THE SEPARATE ACCOUNT AND THE TRUST
Manufacturers U.S.A ............................................................ 11
The Separate Account ........................................................... 12
The Trust ...................................................................... 12
Investment Objectives of the Portfolios ........................................ 12
ISSUING A POLICY
Requirements ................................................................... 16
Temporary Insurance Agreement .................................................. 16
Right to Examine the Policy .................................................... 17
Life Insurance Qualification ................................................... 17
DEATH BENEFITS ................................................................... 18
Death Benefit Options .......................................................... 18
Changing the Death Benefit Option .............................................. 18
Changing the Face Amount ....................................................... 18
PREMIUM PAYMENTS
Initial Premiums ............................................................... 19
Subsequent Premiums ............................................................ 19
Maximum Premium Limitation ..................................................... 19
Premium Allocation ............................................................. 19
CHARGES AND DEDUCTIONS
Premium Charge ................................................................. 19
Surrender Charges .............................................................. 19
Mortality and Expense Risks Charge ............................................. 23
Charges for Transfers .......................................................... 24
Reduction in Charges ........................................................... 24
SPECIAL PROVISIONS FOR EXCHANGES ................................................. 24
COMPANY TAX CONSIDERATIONS ....................................................... 24
POLICY VALUE
Determination of the Policy Value .............................................. 25
Units and Unit Values .......................................................... 25
Transfers of Policy Value ...................................................... 26
POLICY LOANS ..................................................................... 27
Effect of Policy Loan .......................................................... 27
Interest Charged on Policy Loans ............................................... 27
Loan Account ................................................................... 27
POLICY SURRENDER AND PARTIAL WITHDRAWALS
Policy Surrender ............................................................... 28
Partial Withdrawals ............................................................ 28
LAPSE AND REINSTATEMENT
Lapse .......................................................................... 28
</TABLE>
<PAGE> 8
<TABLE>
<S> <C>
No Lapse Guarantee ................................................................ 29
No-Lapse Guarantee Cumulative Premium Test ........................................ 29
Reinstatement ..................................................................... 29
THE GENERAL ACCOUNT ................................................................. 30
Fixed Account ..................................................................... 30
OTHER PROVISIONS OF THE POLICY
Policyowner Rights ................................................................ 30
Beneficiary ....................................................................... 31
Incontestability .................................................................. 31
Misstatement of Age or Sex ........................................................ 31
Suicide Exclusion ................................................................. 31
Supplementary Benefits ............................................................ 31
TAX TREATMENT OF THE POLICY ......................................................... 31
Life Insurance Qualification ...................................................... 32
Tax Treatment of Policy Benefits .................................................. 33
Alternate Minimum Tax ............................................................. 36
Income Tax Reporting .............................................................. 36
OTHER INFORMATION
Payment of Proceeds ............................................................... 36
Reports to Policyowners ........................................................... 36
Distribution of the Policies ...................................................... 37
Responsibilities of Manufacturers Life ............................................ 37
Voting Rights ..................................................................... 37
Substitution of Portfolio Shares .................................................. 38
Records and Accounts .............................................................. 38
State Regulations ................................................................. 38
Litigation ........................................................................ 38
Independent Auditors .............................................................. 38
Further Information ............................................................... 38
Officers and Directors ............................................................ 40
Year 2000 Issues .................................................................. 40
Optional Term Rider ............................................................... 40
Illustrations ..................................................................... 41
APPENDIX A - SAMPLE ILLUSTRATIONS OF POLICY VALUES, CASH SURRENDER VALUES AND DEATH
BENEFITS .......................................................................... A-1
APPENDIX B - AUDITED FINANCIAL STATEMENTS ......................................... B-1
</TABLE>
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION WHERE IT
WOULD NOT BE LAWFUL. YOU SHOULD RELY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS, THE PROSPECTUS OF MANUFACTURERS INVESTMENT TRUST, OR THE STATEMENT
OF ADDITIONAL INFORMATION OF MANUFACTURERS INVESTMENT TRUST. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.
Examine this prospectus carefully. The Policy Summary will briefly describe the
Policy. More detailed information will be found further in the prospectus.
<PAGE> 9
DEFINITIONS
Additional Rating
is an increase to the Cost of Insurance Rate for insureds who do not meet, at a
minimum, the Company's underwriting requirements for the standard Risk
Classification.
Age
on any date is the life insured's age on his or her nearest birthday to the
Policy Date. If no specific age is mentioned, age means the life insured's age
on the Policy Anniversary nearest to the birthday.
Attained Age
is the age at issue plus the number of whole years that have elapsed since the
Policy Date.
Business Day
is any day that the New York Stock Exchange is open for business. A Business Day
ends at the close of regularly scheduled daytime trading of the New York Stock
Exchange on that day.
Cash Surrender Value
is the Policy Value less the Surrender Charge and any outstanding Monthly
Deductions due.
Effective Date
is the date the underwriters approve issuance of the Policy. If the Policy is
approved without the initial premium, the Effective Date will be the date the
Company receives at least the minimum initial premium at our Service Office. In
either case, the Company will take the first Monthly Deduction on the Effective
Date.
Gross Withdrawal
is the amount of partial Net Cash Surrender Value the policyowner requests plus
any Surrender Charge applicable to the withdrawal.
Fixed Account
is that part of the Policy Value which reflects the value the policyowner has in
the general account of the Company.
Investment Account
is that part of the Policy Value which reflects the value the policyowner has in
one of the sub-accounts of the Separate Account.
Issue Date
is the date the Company issued the Policy. The Issue Date is also the date from
which the Suicide and Incontestability provisions of the Policy are measured.
Life Insured
is the person whose life is insured under this Policy.
Loan Account
is that part of the Policy Value which reflects the value transferred from the
Fixed Account or the Investment Accounts as collateral for a policy loan.
Monthly No-Lapse Guarantee Premium
is one-twelfth of the No-Lapse Guarantee Premium.
Net Cash Surrender Value
is the Cash Surrender Value less the Policy Debt.
Net Policy Value
is the Policy Value less the value in the Loan Account.
4
<PAGE> 10
Net Premium
is the gross premium paid less the Premium Charge. It is the amount of premium
allocated to the Fixed Account and/or Investment Accounts.
No-Lapse Guarantee
is a provision of the Policy which occurs when the Policy is in the No-Lapse
Guarantee Period, and meets the No-Lapse Guarantee Cumulative Premium Test. If
such a condition is met the Policy will not lapse, even when the Net Cash
Surrender Value falls to or below zero.
No-Lapse Guarantee Period
is the period, set at issue, during which the No-Lapse Guarantee is provided.
The No-Lapse Guarantee period is fixed at the lesser of (a) twenty years or (b)
the number of years remaining until the life insured's age is 95, depending upon
applicable state law requirements Certain states may have a shorter guarantee
period. The No Lapse Guarantee Period for a particular Policy is stated in the
Policy.
No-Lapse Guarantee Premium
is the annual premium used to determine the Monthly No-Lapse Guarantee Premium.
It is set at issue and is recalculated, prospectively, whenever any of the
following changes occur under the Policy:
- the face amount of insurance changes.
- a Supplementary Benefit is added, changed or terminated.
- the risk classification of the life insured changes.
- a temporary Additional Rating is added (due to a face amount
increase), or terminated.
- the Death Benefit Option changes.
No-Lapse Guarantee Cumulative Premium
is the minimum amount due to satisfy the No-Lapse Guarantee Cumulative Premium
Test. This amount equals the sum, from issue to the date of the test, of the
Monthly No-Lapse Guarantee Premiums.
No-Lapse Guarantee Cumulative Premium Test
is a test that, if satisfied, during the No Lapse Guarantee Period will keep the
policy inforce when the Net Cash Surrender Value is less than zero. The test is
satisfied if the sum of all premiums paid, less any gross partial withdrawals
and less any Policy Debt, is greater than or equal to the sum of the monthly
No-Lapse Guarantee Premiums due since the Policy Date.
Policy Date
is the date coverage takes effect under the Policy, provided the Company
receives the minimum initial premium at its Service Office, and is the date from
which charges for the first monthly deduction are calculated, and the date from
which Policy Years, Policy Months, and Policy Anniversaries are determined.
Policy Debt
as of any date equals (a) plus (b) plus (c) minus (d), where:
(a) is the total amount of loans borrowed as of such date;
(b) is the total amount of any unpaid loan interest charges which have
been borrowed against the Policy on a Policy Anniversary;
(c) is any interest charges accrued from the last Policy Anniversary to
the current date; and
(d) is the total amount of loan repayments as of such date.
Policy Value
is the sum of the values in the Loan Account, the Fixed Account, and the
Investment Accounts.
Service Office Address
is 200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5.
Surrender Charge Period
is the period following the Policy Date or following any increase in Face Amount
during which the Company will assess surrender charges. Surrender charges will
apply during this period if the policy terminates due to default, if the
policyowner surrenders the policy or makes a partial withdrawal.
5
<PAGE> 11
Written Request
is the policyowner's request to the Company which must be in a form satisfactory
to the Company, signed and dated by the policyowner, and received at the Service
Office.
POLICY SUMMARY
GENERAL
We have prepared the following summary as a general description of the most
important features of the Policy. It is not comprehensive and you should refer
to the more detailed information contained in this prospectus. Unless otherwise
indicated or required by the context, the discussion throughout this prospectus
assumes that the Policy has not gone into default, there is no outstanding
Policy Debt, and the death benefit is not determined by the minimum death
benefit percentage. The Policy's provisions may vary in some states.
DEATH BENEFITS
There are two death benefit options. Under Option 1 the death benefit is the
FACE AMOUNT OF THE POLICY at the date of death or, if greater, the Minimum Death
Benefit. Under Option 2 the death benefit is the FACE AMOUNT PLUS THE POLICY
VALUE OF THE POLICY at the date of death or, if greater, the Minimum Death
Benefit. You may change the death benefit option and increase or decrease the
Face Amount.
OPTIONAL TERM RIDER
The Policy may be issued with an optional term insurance rider (the "Term
Rider"). The benefit of the term rider is that the cost of insurance rates will
always be less than or equal to the cost of insurance rates on the Policy.
HOWEVER, UNLIKE THE DEATH BENEFIT UNDER THE POLICY, THE DEATH BENEFIT UNDER THE
TERM RIDER IS NOT PROTECTED BY THE NO-LAPSE GUARANTEE AFTER THE SECOND POLICY
YEAR AND TERMINATES AT AGE 100.
PREMIUMS
You may pay premiums at any time and in any amount, subject to certain
limitations as described under "Premium Payments - Subsequent Premiums." Net
Premiums will be allocated, according to your instructions and at the Company's
discretion, to one or more of our general account and the sub-accounts of the
Separate Account. You may change your allocation instructions at any time. You
may also transfer amounts among the accounts.
POLICY VALUE
The Policy has a Policy Value reflecting premiums paid, certain charges for
expenses and cost of insurance, and the investment performance of the accounts
to which you have allocated premiums.
POLICY LOANS
You may borrow an amount not to exceed 90% of your Policy's Net Cash Surrender
Value. Loan interest at a rate of 5.25% during the first ten Policy Years and 4%
thereafter is due on each Policy Anniversary. We will deduct all outstanding
Policy Debt from proceeds payable at the insured's death, or upon surrender.
SURRENDER AND PARTIAL WITHDRAWALS
You may make a partial withdrawal of your Policy Value. A partial withdrawal may
result in a reduction in the Face Amount of the Policy and an assessment of a
portion of the surrender charges to which the Policy is subject.
You may surrender your Policy for its Net Cash Surrender Value at any time while
the life insured is living. The Net Cash Surrender Value is equal to the Policy
Value less Surrender Charges and outstanding Monthly Deductions due minus the
Policy Debt.
LAPSE AND REINSTATEMENT
Unless the No-Lapse Guarantee Cumulative Premium Test has been met, a Policy
will lapse (and terminate without value) when its Net Cash Surrender Value is
insufficient to pay the next monthly deduction and a grace period of 61 days
expires without your having made an adequate payment.
6
<PAGE> 12
The Policies, therefore, differ in two important respects from conventional life
insurance policies. First, the failure to make planned premium payments will not
itself cause a Policy to lapse. Second, a Policy can lapse even if planned
premiums have been paid.
A policyowner may reinstate a lapsed Policy at any time within the five year
period following lapse provided the Policy was not surrendered for its Net Cash
Surrender Value. We will require evidence of insurability along with a certain
amount of premium as described under "Reinstatement."
CHARGES AND DEDUCTIONS
We assess certain charges and deductions in connection with the Policy. These
include:
charges assessed monthly for mortality and expense risks, cost of
insurance, administration expenses,
charges deducted from premiums paid, and
charges assessed on surrender or lapse.
These charges are summarized in the Table of Charges and Deductions. We may
allow you to request that the sum of all charges assessed monthly for mortality
and expense risks, cost of insurance and administration expenses be deducted
from the Fixed Account or one or more of the sub-accounts of the Separate
Account.
In addition, there are charges deducted from each Portfolio of the Trust. These
charges are summarized in the Table of Investment Management Fees and Expenses.
INVESTMENT OPTIONS AND INVESTMENT ADVISERS
You may allocate Net Premiums to the Fixed Account or to one or more of the
sub-accounts of the Separate Account. Each of the sub-accounts invests in the
shares of one of the Portfolios of the Trust.
The Trust receives investment advisory services from Manufacturers Securities
Services, LLC ("MSS"). MSS is a registered investment adviser under the
Investment Advisers Act of 1940, as amended.
The Trust also employs subadvisers. The Table of Investment Options and
Investment Subadvisers shows the subadvisers that provide investment subadvisory
services to the indicated Portfolios.
INVESTMENT MANAGEMENT FEES AND EXPENSES
Each sub-account of the Separate Account purchases shares of the Portfolios at
net asset value. The net asset value of those shares reflects investment
management fees and certain expenses of the Portfolios. The fees and expenses
for each Portfolio for the Trust's last fiscal year are shown in the Table of
Investment Management Fees and Expenses below. These fees and expenses are
described in detail in the accompanying Trust prospectus to which reference
should be made.
Allocating net premiums only to one or a small number of the investment options
(other than the Lifestyle Trusts) should not be considered a balanced investment
strategy. In particular, allocating net premiums to a small number of investment
options that concentrate their investments in a particular business or market
sector will increase the risk that the value of your Policy will be more
volatile since these investment options may react similarly to business or
market specific events. Examples of business or market sectors where this risk
historically has been and may continue to be particularly high include: (a)
technology related businesses, including internet related businesses, (b) small
cap securities and (c) foreign securities. The Company does not provide advice
regarding appropriate investment allocations, please discuss this matter with
your financial adviser.
TABLE OF CHARGES AND DEDUCTIONS
Premium Charge: 6.6% of each premium paid during the first 10 Policy Years
and 3.6% thereafter.
Surrender Charges: A Surrender Charge is applicable for 10 Policy Years from
the Policy Date or an increase in Face Amount. The Surrender
Charge is determined by the following formula:
Surrender Charge = (Surrender Charge Rate) x (Face
Amount Associated with the Surrender Charge/1000) x
(Grading Percentage)
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<PAGE> 13
The Grading Percentage is based on the Policy Year in which
the transaction causing the assessment of the charge occurs
and is set forth in the table under "Surrender Charges."
The Surrender Charge Rate is calculated as follows:
Surrender Charge Rate = (Rate per $1000 of Face Amount) +
(80%) x (Surrender Charge Premium)
The Rate per $1000 of Face Amount is based on the age at which
the transaction causing the assessment of the charge occurs
and is set forth in a table under "Surrender Charges."
The Surrender Charge Premium is the lesser of:
- the premiums paid during the first Policy Year (or
premiums attributable to a Face Amount increase) per
$1000 of Face Amount, and
- the Surrender Charge Premium Limit specified in the
Policy per $1000 of Face Amount.
The premiums attributable to a Face Amount increase will equal
a portion of each payment made within one year of the increase
plus a portion of the Policy Value at the time of the
increase.
A portion of this charge will be assessed on a partial
withdrawal.
Monthly Deductions: An administration charge of $30 per Policy Month will be
deducted in the first Policy Year. In subsequent years, the
administration charge will be $15 per Policy Month.
The cost of insurance charge.
Any additional charges for supplementary benefits, if
applicable.
A mortality and expense risks charge. This charge varies by
Policy Year as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------
Policy Years Guaranteed Monthly Guaranteed Annual
Mortality and Expense Mortality and
Risks Charge Expense Risks Charge
<S> <C> <C>
1-10 0.0627% 0.75%
11+ 0.0209% 0.25%
----------------------------------------------------------------
</TABLE>
All of the above charges are deducted from the Net Policy
Value.
Loan Charges: A fixed loan interest rate of 5.25% during the first
10 Policy Years and 4% thereafter. Interest credited to
amounts in the Loan Account is guaranteed not to be less than
4% at all times. The maximum loan amount is 90% of the Net
Cash Surrender Value.
Transfer Charge: A charge of $25 per transfer for each transfer in excess of 12
in a Policy Year.
TABLE OF INVESTMENT MANAGEMENT FEES AND EXPENSES
TRUST ANNUAL EXPENSES
(as a percentage of Trust average net assets for the fiscal year ended December
31, 1999)
<TABLE>
<CAPTION>
OTHER EXPENSES
MANAGEMENT (AFTER EXPENSE TOTAL TRUST
TRUST PORTFOLIO FEES REIMBURSEMENT) ANNUAL EXPENSES
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pacific Rim Emerging Markets ............ 0.850% 0.260% 1.110%
Internet Technologies ................... 1.150% 0.136%(A) 1.286%
Science & Technology(J) ................. 1.100% 0.060% 1.160%
International Small Cap ................. 1.100% 0.270% 1.370%
Aggressive Growth ....................... 1.000%(F) 0.130% 1.130%
Emerging Small Company .................. 1.050% 0.070% 1.120%
Small Company Blend ..................... 1.050% 0.250%(A) 1.300%(E)
</TABLE>
8
<PAGE> 14
<TABLE>
<CAPTION>
OTHER EXPENSES
MANAGEMENT (AFTER EXPENSE TOTAL TRUST
TRUST PORTFOLIO FEES REIMBURSEMENT) ANNUAL EXPENSES
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dynamic Growth .......................... 1.000%(F) 0.132%(A) 1.132%
Mid Cap Stock ........................... 0.925% 0.100%(A) 1.025%(E)
All Cap Growth(H)........................ 0.950%(F) 0.070% 1.020%
Overseas ................................ 0.950% 0.260% 1.210%
International Stock (J).................. 1.050% 0.200% 1.250%
International Value ..................... 1.000% 0.230%(A) 1.230%(E)
Mid Cap Blend ........................... 0.850%(F) 0.060% 0.910%
Small Company Value ..................... 1.050% 0.170% 1.220%
Global Equity ........................... 0.900% 0.160% 1.060%
Growth .................................. 0.850% 0.050% 0.900%
Large Cap Growth ........................ 0.875%(F) 0.100% 0.975%
Quantitative Equity ..................... 0.700% 0.060% 0.760%
Blue Chip Growth (J)..................... 0.875%(F) 0.050% 0.925%
Real Estate Securities .................. 0.700% 0.070% 0.770%
Value ................................... 0.800% 0.070% 0.870%
Tactical Allocation ..................... 0.900% 0.127%(A) 1.027%
Equity Index (I)......................... 0.250% 0.150%(I) 0.400%(I)
Growth & Income ......................... 0.750% 0.050% 0.800%
U.S. Large Cap Value .................... 0.875% 0.070%(A) 0.945%(E)
Equity-Income (J)........................ 0.875%(F) 0.060% 0.935%
Income & Value .......................... 0.800%(F) 0.080% 0.880%
Balanced ................................ 0.800% 0.070% 0.870%
High Yield .............................. 0.775% 0.065% 0.840%
Strategic Bond .......................... 0.775% 0.095% 0.870%
Global Bond ............................. 0.800% 0.180% 0.980%
Total Return ............................ 0.775% 0.060%(A) 0.835%(E)
Investment Quality Bond ................. 0.650% 0.120% 0.770%
Diversified Bond ........................ 0.750% 0.090% 0.840%
U.S. Government Securities .............. 0.650% 0.070% 0.720%
Money Market ............................ 0.500% 0.050% 0.550%
Small Cap Index ......................... 0.525% 0.075%(A)(G) 0.600%
International Index ..................... 0.550% 0.050%(A)(G) 0.600%
Mid Cap Index ........................... 0.525% 0.075%(A)(G) 0.600%
Total Stock Market Index ................ 0.525% 0.075%(A)(G) 0.600%
500 Index ............................... 0.525% 0.039%(A)(G) 0.564%
Lifestyle Aggressive 1000(D)............. 0.075% 1.060%(B) 1.135%(C)
Lifestyle Growth 820(D).................. 0.057% 1.008%(B) 1.065%(C)
Lifestyle Balanced 640(D) ............... 0.057% 0.928%(B) 0.985%(C)
Lifestyle Moderate 460(D) ............... 0.066% 0.869%(B) 0.935%(C)
Lifestyle Conservative 280(D)............ 0.075% 0.780%(B) 0.855%(C)
</TABLE>
-----------------
A Based on estimates to be made during the current fiscal year.
B Reflects expenses of the Underlying Portfolios.
C The investment adviser to the Trust, Manufacturers Securities Services, LLC
("MSS" or the "Adviser") has voluntarily agreed to pay certain expenses of
each Lifestyle Trust (excluding the expenses of the Underlying Portfolios) as
follows:
If total expenses of a Lifestyle Trust (absent reimbursement) exceed 0.075%,
the Adviser will reduce the advisory fee or reimburse expenses of that
Lifestyle Trust by an amount such that total expenses of the Lifestyle Trust
equal 0.075%. If the total expenses of the Lifestyle Trust (absent
reimbursement) are equal to or less than 0.075%, then no expenses will be
reimbursed by the Adviser. (For purposes of the expense reimbursement, total
expenses of a Lifestyle Trust includes the advisory fee but excludes (a) the
expenses of the Underlying Portfolios, (b) taxes, (c) portfolio brokerage, (d)
interest, (e) litigation and (f) indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Trust's
business.)
9
<PAGE> 15
This voluntary expense reimbursement may be terminated at any time. If such
expense reimbursement was not in effect, Total Trust Annual Expenses would be
higher (based on current advisory fees and the Other Expenses of the Lifestyle
Trusts for the fiscal year ended December 31, 1999) as noted in the chart
below:
<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL TRUST
TRUST PORTFOLIO FEES EXPENSES ANNUAL EXPENSES
-----------------------------------------------------------------------------
<S> <C> <C> <C>
Lifestyle Aggressive 1000 ............. 0.075% 1.090% 1.165%
Lifestyle Growth 820 .................. 0.057% 1.030% 1.087%
Lifestyle Balanced 640 ................ 0.057% 0.940% 0.997%
Lifestyle Moderate 460 ................ 0.066% 0.900% 0.966%
Lifestyle Conservative 280 ............ 0.075% 0.810% 0.885%
</TABLE>
D Each Lifestyle Trust will invest in shares of the Underlying Portfolios.
Therefore, each Lifestyle Trust will bear its pro rata share of the fees and
expenses incurred by the Underlying Portfolios in which it invests, and the
investment return of each Lifestyle Trust will be net of the Underlying
Portfolio expenses. Each Lifestyle Portfolio must bear its own expenses.
However, the Adviser is currently paying certain of these expenses as
described in footnote (C) above.
E Annualized - For the period May 1, 1999 (commencement of operations) to
December 31, 1999.
F Management Fees changed effective May 1, 1999. Fees shown are the current
management fees.
G MSS has voluntarily agreed to pay expenses of each Index Trust (excluding the
advisory fee) that exceed the following amounts: 0.050% in the case of the
International Index Trust and 500 Index Trust and 0.075% in the case of the
Small Cap Index Trust, the Mid Cap Index Trust and Total Stock Market Index
Trust. If such expense reimbursement were not in effect, it is estimated that
"Other Expenses" and "Total Trust Annual Expenses" would be 0.022% higher for
the International Index Trust, 0.014% higher for the Small Cap Index Trust,
0.060% higher for the Mid Cap Index Trust and 0.005% higher for the Total
Stock Market Index Trust. It is estimated that the expense reimbursement will
not be effective during the year end December 31, 2000 for the 500 Index
Trust. The expense reimbursement may be terminated at any time by MSS.
H Formerly, the Mid Cap Growth Trust.
I The Equity Index Trust is available only for Policies issued for applications
dated prior to May 1, 2000. Under the Advisory Agreement, MSS has agreed to
reduce its advisory fee or reimburse the Equity Index Trust if the total of
all expenses (excluding advisory fees, taxes, portfolio brokerage commissions,
interest, litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Trust's business) exceeds
an annual rate of 0.15% of the average annual net assets of the Equity Index
Trust. The expense limitation may be terminated at any time by MSS. If this
expense reimbursement had not been in effect, Total Trust Annual Expenses
would have been 0.55%, and Other Expenses would have been 0.30%, of the
average annual net assets of the Equity Index Trust.
J The Adviser has voluntarily agreed to waive a portion of its advisory fee for
the Science & Technology Trust, the Blue Chip Growth Trust, the Equity-Income
Trust and the International Stock Trust. The fee reduction is based on the
combined asset level of all four portfolios. Once the combined assets exceed
specified amounts, the fee reduction is increased. The percentage fee
reduction for each asset level is as follows:
<TABLE>
<CAPTION>
COMBINED ASSET LEVELS FEE REDUCTION
(AS A PERCENTAGE OF THE ADVISORY FEE)
<S> <C>
First $750 million 0.0%
Between $750 million and $1.5 billion 2.5%
Between $1.5 billion and $3.0 billion 3.75%
Over $3.0 billion 5.0%
</TABLE>
The fee reductions are applied to the advisory fees of each of the four
portfolios. This voluntary fee waiver may be terminated at any time by the
adviser.
TABLE OF INVESTMENT OPTIONS AND INVESTMENT SUBADVISERS
The Trust currently has nineteen subadvisers who manage all of the portfolios,
one of which subadvisers is Manufacturers Adviser Corporation ("MAC"). Both MSS
and MAC are affiliates of Manufacturers U.S.A..
<TABLE>
<CAPTION>
SUBADVISER PORTFOLIO
<S> <C>
---------------------
(I)
(J)
</TABLE>
10
<PAGE> 16
<TABLE>
<S> <C>
A I M Capital Management, Inc. Aggressive Growth Trust
All Cap Growth Trust(C)
AXA Rosenberg Investment Management LLC Small Company Value Trust
Capital Guardian Trust Company Small Company Blend Trust
U.S. Large Cap Value Trust
Income & Value Trust
Diversified Bond Trust
Fidelity Management Trust Company Mid Cap Blend Trust
Large Cap Growth Trust
Overseas Trust
Founders Asset Management LLC International Small Cap Trust
Balanced Trust
Franklin Advisers, Inc. Emerging Small Company Trust
Janus Capital Corporation Dynamic Growth Trust
SUBADVISER PORTFOLIO
Manufacturers Adviser Corporation Pacific Rim Emerging Markets Trust
Quantitative Equity Trust
Equity Index Trust(B)
Real Estate Securities Trust
Money Market Trust
Index Trusts
Lifestyle Trusts(A)
Miller Anderson & Sherrerd, LLP Value Trust
High Yield Trust
Mitchell Hutchins Asset Management Inc. Tactical Allocation Trust
Morgan Stanley Asset Management Inc. Global Equity Trust
Munder Capital Management Internet Technologies Trust
Pacific Investment Management Company Global Bond Trust
Total Return Trust
Rowe Price-Fleming International, Inc. International Stock Trust
Salomon Brothers Asset Management Inc U.S. Government Securities Trust
Strategic Bond Trust
State Street Global Advisors Growth Trust
Lifestyle Trusts(A)
T. Rowe Price Associates, Inc. Science & Technology Trust
Blue Chip Growth Trust
Equity-Income Trust
Templeton Investment Counsel, Inc. International Value Trust
Wellington Management Company, LLP Growth & Income Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
</TABLE>
11
<PAGE> 17
A State Street Global Advisors provides subadvisory consulting services to
Manufacturers Adviser Corporation regarding management of the Lifestyle Trusts.
B The Equity Index Trust is available only for policies issued for applications
dated prior to May 1, 2000.
C Formerly, the Mid Cap Growth Trust
GENERAL INFORMATION ABOUT MANUFACTURERS U.S.A., THE SEPARATE ACCOUNT AND THE
TRUST
MANUFACTURERS U.S.A.
We are a stock life insurance company was incorporated in Maine on August 20,
1955 by a special act of the Maine legislature and redomesticated under the laws
of Michigan. We are a licensed life insurance company in the District of
Columbia and all states of the United States except New York. Our ultimate
parent is Manulife Financial Corporation ("MFC"), a publicly traded company,
based in Toronto, Canada. MFC is the holding company of The Manufacturers Life
Insurance Company and its subsidiaries, collectively known as Manulife
Financial. The Manufacturers Life Insurance Company is one of the largest life
insurance companies in North America and ranks among the 60 largest life
insurers in the world as measured by assets. However, neither Manufacturers Life
nor any of its affiliated companies guarantees the investment performance of the
Separate Account.
RATINGS
Manufacturers U.S.A. has received the following ratings from independent rating
agencies:
<TABLE>
<S> <C>
Standard and Poor's Insurance Ratings Service: AA+ (for financial strength)
A.M. Best Company: A++ (for financial strength)
Fitch: AAA (for insurer financial strength)
Moody's Investors Service, Inc.: Aa2 (for financial strength)
</TABLE>
These ratings, which are current as of the date of this prospectus and are
subject to change, are assigned to Manufacturers U.S.A. as a measure of the
Company's ability to honor the death benefit and no lapse guarantees but not
specifically to its products, the performance (return) of these products, the
value of any investment in these products upon withdrawal or to individual
securities held in any portfolio.
THE SEPARATE ACCOUNT
Manufacturers U.S.A. established its Separate Account March 20, 1997 as a
separate account under Michigan Law. The Separate Account holds assets that are
segregated from all of Manufacturers U.S.A.'s other assets. The Separate Account
is currently used only to support variable life insurance policies.
ASSETS OF THE SEPARATE ACCOUNT
Manufacturers U.S.A. is the legal owner of the assets in the Separate Account.
The income, gains, and losses of the Separate Account, whether or not realized,
are, in accordance with applicable contracts, credited to or charged against the
Account without regard to the other income, gains, or losses of Manufacturers
U.S.A. Manufacturers U.S.A. will at all times maintain assets in the Separate
Account with a total market value at least equal to the reserves and other
liabilities relating to variable benefits under all policies participating in
the Separate Account. These assets may not be charged with liabilities which
arise from any other business Manufacturers U.S.A. conducts. However, all
obligations under the variable life insurance policies are general corporate
obligations of Manufacturers U.S.A..
REGISTRATION
The Separate Account is registered with the Commission under the Investment
Company Act of 1940, as amended (the "1940 Act") as a unit investment trust. A
unit investment trust is a type of investment company which invests its assets
in specified securities, such as the shares of one or more investment companies,
rather than in a portfolio of unspecified securities. Registration under the
1940 Act does not involve any supervision by the Commission of the management or
investment policies or practices of the Separate Account. For state law purposes
the Separate Account is treated as a part or division of Manufacturers U.S.A..
THE TRUST
Each sub-account of the Separate Account will purchase shares only of a
particular Portfolio. The Trust is registered under the 1940 Act as an open-end
management investment company. The Separate Account will purchase and redeem
shares of the Portfolios at net
12
<PAGE> 18
asset value. Shares will be redeemed to the extent necessary for Manufacturers
U.S.A. to provide benefits under the Policies, to transfer assets from one
sub-account to another or to the general account as requested by policyowners,
and for other purposes not inconsistent with the Policies. Any dividend or
capital gain distribution received from a Portfolio with respect to the Policies
will be reinvested immediately at net asset value in shares of that Portfolio
and retained as assets of the corresponding sub-account.
The Trust shares are issued to fund benefits under both variable annuity
contracts and variable life insurance policies issued by the Company or life
insurance companies affiliated with the Company. Manufacturers U.S.A. may also
purchase shares through its general account for certain limited purposes
including initial portfolio seed money. For a description of the procedures for
handling potential conflicts of interest arising from the funding of such
benefits see the accompanying Trust prospectus.
INVESTMENT OBJECTIVES OF THE PORTFOLIOS
The investment objectives and certain policies of the Portfolios currently
available to policyowners through corresponding sub-accounts are set forth
below. There is, of course, no assurance that these objectives will be met. A
full description of the Trust, its investment objectives, policies and
restrictions, the risks associated therewith, its expenses, and other aspects of
its operation is contained in the accompanying Trust prospectus, which should be
read together with this prospectus.
ELIGIBLE PORTFOLIOS
The Portfolios of the Trust available under the Policies are as follows:
The PACIFIC RIM EMERGING MARKETS TRUST seeks long-term growth of capital by
investing in a diversified portfolio that is comprised primarily of common
stocks and equity-related securities of corporations domiciled in countries in
the Pacific Rim region.
The INTERNET TECHNOLOGIES TRUST seeks long-term capital appreciation by
investing the portfolio's assets primarily in companies engaged in
Internet-related business (such businesses also include Intranet-related
businesses).
The SCIENCE & TECHNOLOGY TRUST seeks long-term growth of capital. By investing
at least 65% of the portfolio's total assets in common stocks of companies
expected to benefit from the development, advancement, and use of science &
technology. Current income is incidental to the portfolio's objective.
The INTERNATIONAL SMALL CAP TRUST seeks capital appreciation by investing
primarily in securities issued by foreign companies which have total market
capitalization or annual revenues of $1 billion or less. These securities may
represent companies in both established and emerging economies throughout the
world.
The AGGRESSIVE GROWTH TRUST seeks long-term capital appreciation by investing
the portfolio's asset principally in common stocks, convertible bonds,
convertible preferred stocks and warrants of companies which in the opinion of
the subadviser are expected to achieve earnings growth over time at a rate in
excess of 15% per year. Many of these companies are in the small and
medium-sized category.
The EMERGING SMALL COMPANY TRUST seeks long-term growth of capital by investing,
under normal market conditions, at least 65% of the portfolio's total assets in
common stock equity securities of companies with market capitalizations that
approximately match the range of capitalization of the Russell 2000 Index
("small cap stocks") at the time of purchase.
The SMALL COMPANY BLEND TRUST seeks long-term growth of capital and income by
investing the portfolio's assets, under normal market conditions, primarily in
equity and equity-related securities of companies with market capitalizations
that approximately match the range of capitalization of the Russell 2000 Index
at the time of purchase.
The DYNAMIC GROWTH TRUST seeks long-term growth of capital by investing the
portfolio's assets primarily in equity securities selected for their growth
potential. Normally at least 50% of its equity assets are invested in
medium-sized companies.
The MID CAP STOCK TRUST seeks long-term growth of capital by investing primarily
in equity securities with significant capital appreciation potential, with
emphasis on medium sized companies.
The ALL CAP GROWTH TRUST (formerly, Mid Cap Growth Trust) seeks long-term
capital appreciation by investing the portfolio's assets, under normal market
conditions, principally in common stocks of companies that are likely to benefit
from new or innovative products, services or processes, as well as those that
have experienced above-average, long-term growth in earnings and have excellent
prospects for future growth.
13
<PAGE> 19
The OVERSEAS TRUST seeks growth of capital by investing, under normal market
conditions, at least 65% of the portfolio's assets in foreign securities
(including American Depositary Receipts (ADRs) and European Depositary Receipts
(EDRs)). The portfolio expects to invest primarily in equity securities.
The INTERNATIONAL STOCK TRUST seeks long-term growth of capital by investing
primarily in common stocks of established, non-U.S. companies.
The INTERNATIONAL VALUE TRUST seeks long-term growth of capital by investing,
under normal market conditions, primarily in equity securities of companies
located outside the U.S., including emerging markets.
The MID CAP BLEND TRUST seeks growth of capital by investing primarily in common
stocks of U.S. issuers and securities convertible into or carrying the right to
buy common stocks.
The SMALL COMPANY VALUE TRUST seeks long-term growth of capital by investing,
under normal circumstances, at least 65% of the portfolio's assets in common
stocks of companies with total market capitalization that approximately match
the range of capitalization of the Russell 2000 Index and are traded principally
in the markets of the United States.
The GLOBAL EQUITY TRUST seeks long-term capital appreciation by investing
primarily in equity securities throughout the world, including U.S. issuers and
emerging markets.
The GROWTH TRUST seeks long-term growth of capital by investing primarily in
large capitalization growth securities (market capitalizations of approximately
$1 billion or greater).
The LARGE CAP GROWTH TRUST seeks long-term growth of capital by investing, under
normal market conditions, at least 65% of the portfolio's assets in equity
securities of companies with large market capitalizations.
The QUANTITATIVE EQUITY TRUST seeks to achieve intermediate and long-term growth
through capital appreciation and current income by investing in common stocks
and other equity securities of well established companies with promising
prospects for providing an above average rate of return.
The BLUE CHIP GROWTH TRUST seeks to achieve long-term growth of capital (current
income is a secondary objective) by investing at least 65% of the portfolio's
total assets in the common stocks of large and medium sized blue chip
companies. Many of the stocks in the portfolio are expected to pay dividends.
The REAL ESTATE SECURITIES TRUST seeks to achieve a combination of long-term
capital appreciation and satisfactory current income by investing in real estate
related equity and debt securities.
The VALUE TRUST seeks to realize an above-average total return over a market
cycle of three to five years, consistent with reasonable risk, by investing
primarily in common and preferred stocks, convertible securities, rights and
warrants to purchase common stocks, ADRs and other equity securities of
companies with equity capitalizations usually greater than $300 million.
The TACTICAL ALLOCATION TRUST seeks total return, consisting of long-term
capital appreciation and current income, by allocating the portfolio's assets
between (i) a stock portion that is designed to track the performance of the S&P
500 Composite Stock Price Index, and (ii) a fixed income portion that consists
of either five-year U.S. Treasury notes or U.S. Treasury bills with remaining
maturities of 30 days.
The EQUITY INDEX TRUST seeks to achieve investment results which approximate the
aggregate total return of publicly traded common stocks which are included in
the Standard & Poor's 500 Composite Stock Price Index. (The Equity Index Trust
is available only for policies issued for applications dated prior to May 1,
2000).
The GROWTH & INCOME TRUST seeks long-term growth of capital and income,
consistent with prudent investment risk, by investing primarily in a diversified
portfolio of common stocks of U.S. issuers which the subadviser believes are of
high quality.
The U.S. LARGE CAP VALUE TRUST seeks long-term growth of capital and income by
investing the portfolio's assets, under normal market conditions, primarily in
equity and equity-related securities of companies with market capitalization
greater than $500 million.
14
<PAGE> 20
The EQUITY-INCOME TRUST seeks to provide substantial dividend income and also
long-term capital appreciation by investing primarily in dividend-paying common
stocks, particularly of established companies with favorable prospects for both
increasing dividends and capital appreciation.
The INCOME & VALUE TRUST seeks the balanced accomplishment of (a) conservation
of principal and (b) long-term growth of capital and income by investing the
portfolio's assets in both equity and fixed-income securities. The subadviser
has full discretion to determine the allocation between equity and fixed income
securities.
The BALANCED TRUST seeks current income and capital appreciation by investing in
a balanced portfolio of common stocks, U.S. and foreign government obligations
and a variety of corporate fixed income securities.
The HIGH YIELD TRUST seeks to realize an above-average total return over a
market cycle of three to five years, consistent with reasonable risk, by
investing primarily in high yield debt securities, including corporate bonds and
other fixed-income securities.
The STRATEGIC BOND TRUST seeks a high level of total return consistent with
preservation of capital by giving its subadviser broad discretion to deploy the
portfolio's assets among certain segments of the fixed income market as the
subadviser believes will best contribute to achievement of the portfolio's
investment objective.
The GLOBAL BOND TRUST seeks to realize maximum total return, consistent with
preservation of capital and prudent investment management by investing the
portfolio's asset primarily in fixed income securities denominated in major
foreign currencies, baskets of foreign currencies (such as the ECU), and the
U.S. dollar.
The TOTAL RETURN TRUST seeks to realize maximum total return, consistent with
preservation of capital and prudent investment management by investing, under
normal market conditions, at least 65% of the portfolio's assets in a
diversified portfolio of fixed income securities of varying maturities. The
average portfolio duration will normally vary within a three- to six-year time
frame based on the subadviser's forecast for interest rates.
The INVESTMENT QUALITY BOND TRUST seeks a high level of current income
consistent with the maintenance of principal and liquidity, by investing
primarily in a diversified portfolio of investment grade corporate bonds and
U.S. Government bonds with intermediate to longer term maturities. The portfolio
may also invest up to 20% of its assets in non-investment grade fixed income
securities.
The DIVERSIFIED BOND TRUST seeks high total return consistent with the
conservation of capital by investing at least 75% of the portfolio's assets in
fixed income securities.
The U.S. GOVERNMENT SECURITIES TRUST seeks a high level of current income
consistent with preservation of capital and maintenance of liquidity, by
investing in debt obligations and mortgage-backed securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities and
derivative securities such as collateralized mortgage obligations backed by such
securities.
The MONEY MARKET TRUST seeks maximum current income consistent with preservation
of principal and liquidity by investing in high quality money market instruments
with maturities of 397 days or less issued primarily by U.S. entities.
The SMALL CAP INDEX TRUST seeks to approximate the aggregate total return of a
small cap U.S. domestic equity market index by attempting to track the
performance of the Russell 2000 Index.*
The INTERNATIONAL INDEX TRUST seeks to approximate the aggregate total return of
a foreign equity market index by attempting to track the performance of the
Morgan Stanley European Australian Far East Free Index (the "MSCI EAFE Index").*
The MID CAP INDEX TRUST seeks to approximate the aggregate total return of a mid
cap U.S. domestic equity market index by attempting to track the performance of
the S&P Mid Cap 400 Index.*
The TOTAL STOCK MARKET INDEX seeks to approximate the aggregate total return of
a broad U.S. domestic equity market index by attempting to track the performance
of the Wilshire 5000 Equity Index.*
The 500 INDEX TRUST seeks to approximate the aggregate total return of a broad
U.S. domestic equity market index by attempting to track the performance of the
S&P 500 Composite Stock Price Index.*
15
<PAGE> 21
The LIFESTYLE AGGRESSIVE 1000 TRUST seeks to provide long-term growth of capital
(current income is not a consideration) by investing 100% of the Lifestyle
Trust's assets in other portfolios of the Trust ("Underlying Portfolios") which
invest primarily in equity securities.
The LIFESTYLE GROWTH 820 TRUST seeks to provide long-term growth of capital with
consideration also given to current income by investing approximately 20% of the
Lifestyle Trust's assets in Underlying Portfolios which invest primarily in
fixed income securities and approximately 80% of its assets in Underlying
Portfolios which invest primarily in equity securities.
The LIFESTYLE BALANCED 640 TRUST seeks to provide a balance between a high level
of current income and growth of capital with a greater emphasis given to capital
growth by investing approximately 40% of the Lifestyle Trust's assets in
Underlying Portfolios which invest primarily in fixed income securities and
approximately 60% of its assets in Underlying Portfolios which invest primarily
in equity securities.
The LIFESTYLE MODERATE 460 TRUST seeks to provide a balance between a high level
of current income and growth of capital with a greater emphasis given to current
income by investing approximately 60% of the Lifestyle Trust's assets in
Underlying Portfolios which invest primarily in fixed income securities and
approximately 40% of its assets in Underlying Portfolios which invest primarily
in equity securities.
THE LIFESTYLE CONSERVATIVE 280 TRUST seeks to provide a high level of current
income with some consideration also given to growth of capital by investing
approximately 80% of the Lifestyle Trust's assets in Underlying Portfolios which
invest primarily in fixed income securities and approximately 20% of its assets
in Underlying Portfolios which invest primarily in equity securities.
*"Standard & Poor's(R)," "S&P 500(R)," "Standard and Poor's 500(R)" and
"Standard and Poor's 400(R)" are trademarks of The McGraw-Hill Companies, Inc.
"Russell 2000(R)" is a trademark of Frank Russell Company. "Wilshire 5000(R)" is
a trademark of Wilshire Associates. "Morgan Stanley European Australian Far East
Free" and "EAFE(R)" are trademarks of Morgan Stanley & Co. Incorporated. None of
the Index Trusts are sponsored, endorsed, managed, advised, sold or promoted by
any of these companies, and none of these companies make any representation
regarding the advisability of investing in the Trust.
ISSUING A POLICY
REQUIREMENTS
To purchase a Policy, an applicant must submit a completed application. A Policy
will not be issued until the underwriting process has been completed to the
Company's satisfaction.
Policies may be issued on a basis which does not distinguish between the
insured's sex, with prior approval from the Company. A Policy will generally be
issued only on the lives of insureds from ages 0 through 90.
Each Policy has a Policy Date, an Effective Date and an Issue Date (See
"Definitions" above).
The Policy Date is the date from which the first monthly deductions are
calculated and from which Policy Years, Policy Months and Policy Anniversaries
are determined. The Effective Date is the date the Company becomes obligated
under the Policy and when the first monthly deductions are deducted from the
Policy Value. The Issue Date is the date from which Suicide and Incontestability
are measured.
If an application accepted by the Company is not accompanied by a check for the
initial premium and no request to backdate the Policy has been made:
(i) the Policy Date and the Effective Date will be the date the Company
receives the check at it's service office, and
(ii) the Issue Date will be the date the Company issues the Policy.
The initial premium must be received within 60 days after the Issue Date, and
the policyowner must be in good health on the date the initial premium is
received. If the premium is not paid or if the application is rejected, the
Policy will be canceled and any partial premiums paid will be returned to the
applicant.
16
<PAGE> 22
MINIMUM INITIAL FACE AMOUNT
Manufacturers U.S.A. will generally issue a Policy only if it has a Face Amount
of at least $100,000.
BACKDATING A POLICY
Under limited circumstances, the Company may backdate a Policy, upon request, by
assigning a Policy Date earlier than the date the application is signed.
However, in no event will a Policy be backdated earlier than the earliest date
allowed by state law, which is generally three months to one year prior to the
date of application for the Policy. Monthly deductions will be made for the
period the Policy Date is backdated. Regardless of whether or not a policy is
backdated, Net Premiums received prior to the Effective Date of a Policy will be
credited with interest from the date of receipt at the rate of return then being
earned on amounts allocated to the Money Market portfolio.
As of the Effective Date, the premiums paid plus interest credited, net of the
premium charge, will be allocated among the Investment Accounts and/or Fixed
Account in accordance with the policy owner's instructions unless such amount is
first allocated to the Money Market Trust for the duration of the Right to
Examine period.
TEMPORARY INSURANCE AGREEMENT
In accordance with the Company's underwriting practices, temporary insurance
coverage may be provided under the terms of a Temporary Insurance Agreement.
Generally, temporary life insurance may not exceed $1,000,000 and may not be in
effect for more than 90 days. This temporary insurance coverage will be issued
on a conditional receipt basis, which means that any benefits under such
temporary coverage will only be paid if the life insured meets the Company's
usual and customary underwriting standards for the coverage applied for.
The acceptance of an application is subject to the Company's underwriting rules,
and the Company reserves the right to request additional information or to
reject an application for any reason.
Persons failing to meet standard underwriting classification may be eligible for
a Policy with an additional risk rating assigned to it.
RIGHT TO EXAMINE THE POLICY
A Policy may be returned for a refund within 10 days after you received it. Some
states provide a longer period of time to exercise this right. The Policy will
indicate if a longer time period applies. The Policy can be mailed or delivered
to the Manufacturers U.S.A. agent who sold it or to the Service Office.
Immediately on such delivery or mailing, the Policy shall be deemed void from
the beginning. Within seven days after receipt of the returned Policy at its
Service Office, the Company will refund to the policyholder an amount equal to
either:
(1) the amount of all premiums paid or
(2)
(a) the difference between payments made and amounts allocated to the
Separate Account and the Fixed Account; plus
(b) the value of the amount allocated to the Separate Account and the
Fixed Account as of the date the returned Policy is received by the
Company; minus
(c) any partial withdrawals made and policy loans taken.
Whether the amount described in (1) or (2) is refunded depends on the
requirements of the applicable state.
If a policyowner requests an increase in face amount which results in new
surrender charges, he or she will have the same rights as described above to
cancel the increase. If canceled, the Policy Value and the surrender charges
will be recalculated to the amounts they would have been had the increase not
taken place. A policyowner may request a refund of all or any portion of
premiums paid during the right to examine period, and the Policy Value and the
surrender charges will be recalculated to the amounts they would have been had
the premiums not been paid.
The Company reserves the right to delay the refund of any premium paid by check
until the check has cleared.
LIFE INSURANCE QUALIFICATION
A Policy must satisfy either one of two tests to qualify as a life insurance
contract for purposes of Section 7702 of the Internal Revenue Code of 1986, as
amended (the "Code"). At the time of application, the policyowner must choose
either the Cash Value Accumulation Test or the Guideline Premium Test. The test
cannot be changed once the Policy is issued.
17
<PAGE> 23
CASH VALUE ACCUMULATION TEST
Under the Cash Value Accumulation Test ("CVAT"), the Policy Value must be less
than the Net Single Premium necessary to fund future Policy benefits, assuming
guaranteed charges and 4% net interest. To ensure that a Policy meets the CVAT,
the Company will generally increase the death benefit, temporarily, to the
required minimum amount. However, the Company reserves the right to require
evidence of insurability should a premium payment cause the death benefit to
increase by more than the premium payment amount. Any excess premiums will be
refunded.
GUIDELINE PREMIUM TEST
The Guideline Premium Test restricts the maximum premiums that may be paid into
a life insurance policy for a given death benefit. The policy's death benefit
must also be at least equal to the Minimum Death Benefit (described below).
Changes to the Policy may affect the maximum amount of premiums, such as:
- a change in the policy's Face Amount.
- a change in the death benefit option.
- partial Withdrawals.
- addition or deletion of supplementary benefits.
Any of the above changes could cause the total premiums paid to exceed the new
maximum limit. In this situation, the Company may refund any excess premiums
paid. In addition, these changes could reduce the future premium limitations.
The Guideline Premium Test requires a life insurance policy to meet minimum
ratios of life insurance coverage to policy value. This is achieved by ensuring
that the death benefit is at all times at least equal to the Minimum Death
Benefit. The Minimum Death Benefit on any date is defined as the Policy Value on
that date times the applicable Minimum Death Benefit Percentage for the Attained
Age of the life insured. The Minimum Death Benefit Percentages for this test
appear in the Policy.
DEATH BENEFITS
If the Policy is in force at the time of the death of the life insured, the
Company will pay an insurance benefit. The amount payable will be the death
benefit under the selected death benefit option, plus any amounts payable under
any supplementary benefits added to the Policy, less the Policy Debt and less
any outstanding monthly deductions due. The insurance benefit will be paid in
one lump sum unless another form of settlement option is agreed to by the
beneficiary and the Company. If the insurance benefit is paid in one sum, the
Company will pay interest from the date of death to the date of payment. If the
life insured should die after the Company's receipt of a request for surrender,
no insurance benefit will be payable, and the Company will pay only the Net Cash
Surrender Value.
DEATH BENEFIT OPTIONS
There are two death benefit options, described below.
DEATH BENEFIT OPTION 1
Under Option 1 the death benefit is the Face Amount of the Policy at the date of
death or, if greater, the Minimum Death Benefit.
DEATH BENEFIT OPTION 2
Under Option 2 the death benefit is the Face Amount plus the Policy Value of the
Policy at the date of death or, if greater, the Minimum Death Benefit.
CHANGING THE DEATH BENEFIT OPTION
The death benefit option may be changed once each Policy Year after the first
Policy Year. The change will occur on the first day of the next Policy Month
after a written request for a change is received at the Service Office. The
Company reserves the right to limit a request for a change if the change would
cause the Policy to fail to qualify as life insurance for tax purposes. The
Company will not allow a change in death benefit option if it would cause the
Face Amount to decrease below $100,000.
A change in the death benefit option will result in a change in the Policy's
Face Amount, in order to avoid any change in the amount of the death benefit, as
follows:
CHANGE FROM OPTION 1 TO OPTION 2
The new Face Amount will be equal to the Face Amount prior to the change minus
the Policy Value as of the date of the change.
18
<PAGE> 24
CHANGE FROM OPTION 2 TO OPTION 1
The new Face Amount will be equal to the Face Amount prior to the change plus
the Policy Value as of the date of the change.
No new Surrender Charges will apply to an increase in Face Amount solely due to
a change in the death benefit option.
CHANGING THE FACE AMOUNT
Subject to the limitations stated in this prospectus, a policyowner may, upon
written request, increase or decrease the Face Amount of the Policy. The Company
reserves the right to limit a change in Face Amount so as to prevent the Policy
from failing to qualify as life insurance for tax purposes.
INCREASE IN FACE AMOUNT
Increases in Face Amount may be made once each Policy Year after the first
Policy Year. Any increase in Face Amount must be at least $50,000. An increase
will become effective at the beginning of the policy month following the date
Manufacturers U.S.A. approves the requested increase. Increases in Face Amount
are subject to satisfactory evidence of insurability. The Company reserves the
right to refuse a requested increase if the life insured's Attained Age at the
effective date of the increase would be greater than the maximum issue age for
new Policies at that time.
NEW SURRENDER CHARGES FOR AN INCREASE
An increase in face amount will usually result in the Policy being subject to
new surrender charges. The new surrender charges will be computed as if a new
Policy were being purchased for the increase in Face Amount. The premiums
attributable to the new Face Amount will not exceed the surrender charge premium
limit associated with that increase. There will be no new surrender charges
associated with restoration of a prior decrease in Face Amount. As with the
purchase of a Policy, a policyowner will have a free look right with respect to
any increase resulting in new surrender charges.
An additional premium may be required for a face amount increase, and a new
No-Lapse Guarantee Premium will be determined, if the No-Lapse Guarantee is in
effect at the time of the face amount increase.
INCREASE WITH PRIOR DECREASES
If, at the time of the increase, there have been prior decreases in Face Amount,
these prior decreases will be restored first. The insurance coverage eliminated
by the decrease of the oldest Face Amount will be deemed to be restored first.
CHANGING BOTH THE FACE AMOUNT AND THE DEATH BENEFIT OPTION
If a policyowner requests to change both the Face Amount and the Death Benefit
Option in the same month, the Death Benefit Option change shall be deemed to
occur first.
DECREASE IN FACE AMOUNT
Decreases in Face Amount may be made once each Policy Year after the first
Policy Year. Any decrease in Face Amount must be at least $50,000. A written
request from a policyowner for a decrease in the Face Amount will be effective
at the beginning of the Policy Month following the date Manufacturers U.S.A.
approves the requested decrease. If there have been previous increases in Face
Amount, the decrease will be applied to the most recent increase first and
thereafter to the next most recent increases successively. Under no
circumstances should the sum of all decreases cause the policy to fall below the
minimum Face Amount of $100,000.
PREMIUM PAYMENTS
INITIAL PREMIUMS
No premiums will be accepted prior to receipt of a completed application by the
Company. All premiums received prior to the Effective Date of the Policy will be
held in the general account and credited with interest from the date of receipt
at the rate of return then being earned on amounts allocated to the Money Market
Trust.
The minimum initial premium is one-twelfth of the No-Lapse Guarantee Premium.
On the later of the Effective Date or the date a premium is received, the Net
Premiums paid plus interest credited will be allocated among the Investment
Accounts or the Fixed Account in accordance with the policyowner's instructions.
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<PAGE> 25
SUBSEQUENT PREMIUMS
After the payment of the initial premium, premiums may be paid at any time and
in any amount until the life insured's Attained Age 100, subject to the
limitations on premium amount described below.
A Policy will be issued with a planned premium, which is based on the amount of
premium the policyowner wishes to pay. Manufacturers U.S.A. will send notices to
the policyowner setting forth the planned premium at the payment interval
selected by the policyowner. However, the policyowner is under no obligation to
make the indicated payment.
The Company may refuse any premium payment that would cause the Policy to fail
to qualify as life insurance under the Code. The Company also reserves the right
to request evidence of insurability if a premium payment would result in an
increase in the Death Benefit that is greater than the increase in Policy Value.
Payment of premiums will not guarantee that the Policy will stay in force.
Conversely, failure to pay premiums will not necessarily cause the Policy to
lapse.
All Net Premiums received on or after the Effective Date will be allocated among
Investment Accounts or the Fixed Account as of the Business Day the premiums
were received at the Service Office. Monthly deductions are due on the Policy
Date and at the beginning of each Policy Month thereafter. However, if due prior
to the Effective Date, they will be taken on the Effective Date instead of the
dates they were due.
MAXIMUM PREMIUM LIMITATION
If the Policy is issued under the Guideline Premium Test, in no event may the
total of all premiums paid exceed the then current maximum premium limitations
established by federal income tax law for a Policy to qualify as life insurance.
If, at any time, a premium is paid which would result in total premiums
exceeding the above maximum premium limitation, the Company will only accept
that portion of the premium which will make the total premiums equal to the
maximum. Any part of the premium in excess of that amount will be returned and
no further premiums will be accepted until allowed by the then current maximum
premium limitation.
PREMIUM ALLOCATION
Premiums may be allocated to the Fixed Account for accumulation at a rate of
interest equal to at least 4% or to one or more of the Investment Accounts for
investment in the Portfolio shares held by the corresponding sub-account of the
Separate Account. Allocations among the Investment Accounts and the Fixed
Account are made as a percentage of the premium. The percentage allocation to
any account may be any number between zero and 100, provided the total
allocation equals 100. A policyowner may change the way in which premiums are
allocated at any time without charge. The change will take effect on the date a
written request for change satisfactory to the Company is received at the
Service Office.
CHARGES AND DEDUCTIONS
PREMIUM CHARGE
During the first 10 Policy Years, Manufacturers U.S.A. deducts a premium charge
from each premium payment, equal to 6.6% of the premium. Thereafter the premium
charge is equal to 3.6% of the premium. The premium charge is designed to cover
a portion of the Company's acquisition and sales expenses and premium taxes.
Premium taxes vary from state to state, ranging from 0% to 3.5%.
SURRENDER CHARGES
The Company will deduct a Surrender Charge if during the first 10 years
following the Policy Date, or the effective date of a Face Amount increase:
- the Policy is surrendered for its Net Cash Surrender Value,
- a partial withdrawal is made, or
- the Policy lapses.
The surrender charge, together with a portion of the premium charge, is designed
to compensate the Company for some of the expenses it incurs in selling and
distributing the Policies, including agents' commissions, advertising, agent
training and the printing of prospectuses and sales literature.
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<PAGE> 26
SURRENDER CHARGE CALCULATION
The Surrender Charge is determined by the following formula (the calculation is
also described in words below):
Surrender Charge = (Surrender Charge Rate) x (Face Amount associated with
the Surrender Charge / 1000) x (Grading Percentage)
DEFINITIONS OF THE FORMULA FACTORS ABOVE
Face Amount of the Policy Associated with the Surrender Charge
The Face Amount associated with the Surrender Charge equals the Face Amount for
which the Surrender Charge is being applied. The Face Amount may be increased or
decreased as described under "Changing the Face Amount" above.
Surrender Charge Rate (the calculation is also described in words below)
Surrender Charge Rate = (X) + (80%) x (Surrender Charge Premium)
Where "X" is equal to:
TABLE FOR RATE PER $1,000 OF FACE:
<TABLE>
<CAPTION>
-------------------------------------------------------------------
Age at Issue Rate per $1,000 Age at Issue Rate per $1,000
or Increase of Face Value ($) or Increase of Face Value ($)
----------- ----------------- ------------ -----------------
<S> <C> <C> <C>
0 2.00 18 4.25
1 2.13 19 4.38
2 2.25 20 4.50
3 2.38 21 5.00
4 2.50 22 5.50
5 2.63 23 6.00
6 2.75 24 6.50
7 2.88 25 7.00
8 3.00 26 7.20
9 3.13 27 7.40
10 3.25 28 7.60
11 3.38 29 7.80
12 3.50 30 8.00
13 3.63 31 8.04
14 3.75 32 8.08
15 3.88 33 8.12
16 4.00 34 8.16
17 4.13 35 and over 8.20
</TABLE>
The Surrender Charge Premium is the lesser of:
a. the premiums paid during the first Policy Year per $1,000 of Face
Amount at issue or following a Face Amount increase, and
b. the Surrender Charge Premium Limit specified in the Policy per
$1,000 of Face Amount.
Grading Percentage
The grading percentages during the Surrender Charge Period and set forth in the
table below apply to the initial Face Amount and to all subsequent Face Amount
increases.
The grading percentage is based on the Policy Year in which the transaction
causing the assessment of the charge occurs as set forth in the table below:
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<PAGE> 27
<TABLE>
<CAPTION>
Surrender Surrender Charge
Charge Period Grading
Percentage
<S> <C> <C>
1 100%
2 90%
3 80%
4 70%
5 60%
6 50%
7 40%
8 30%
9 20%
10 10%
11 0%
</TABLE>
Within a Policy Year, grading percentages will be interpolated on a monthly
basis. For example, if the policyowner surrenders the Policy during the fourth
month of Policy Year 4, the grading percentage will be 67.5%.
FORMULAS DESCRIBED IN WORDS
Surrender Charge
The Surrender Charge is determined by multiplying the Surrender Charge Rate by
the Face Amount associated with the Surrender Charge divided by 1000. The amount
obtained is then multiplied by the Grading Percentage, a percent which starts at
100% and grades down each policy year to zero over a period not to exceed 10
years.
Surrender Charge Rate
The Surrender Charge Rate is equal to the sum of (a) plus (b) where (a) equals
"X" (see Table above) and (b) equals 80% times the Surrender Charge Premium.
ILLUSTRATION OF MAXIMUM SURRENDER CHARGE CALCULATION
Assumptions
- 45 year old male (standard risks and nonsmoker status)
- Policy issued 7 years ago
- $7,785 in premiums has been paid on the Policy in equal annual
installments over the 7 year period
- Surrender Charge Premium for the Policy is $15.26
- Face Amount of the Policy at issue is $500,000 and no increases have
occurred
- Policy is surrendered during the first month of the seventh policy year.
Maximum Surrender Charge
The maximum Surrender Charge to be assessed would be $4,082 determined as
follows:
First, the Surrender Charge Rate is determined by applying the Surrender Charge
Rate formula as set forth below.
Surrender Charge Rate = (8.20) + (80%) x (Surrender Charge Premium)
$20.41 = (8.20) + (80%) x (15.26)
The Surrender Charge Rate is equal to $20.41
Second, the Surrender Charge Rate is entered into the Surrender Charge formula
and the Surrender Charge is determined as set forth below.
Surrender Charge = (Surrender Charge Rate) x (Face Amount of the Policy
associated with the Surrender Charge / 1000) x (Grading Percentage)
$4,082 = (20.41) x ($500,000 / 1000) x (40%)
The maximum Surrender Charge is equal to $4,082.
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<PAGE> 28
Depending upon the Face Amount of the Policy, the age of the insured at issue,
premiums paid under the Policy and the performance of the underlying investment
options, the Policy may have no Cash Surrender Value and therefore, the
policyowner may receive no surrender proceeds upon surrendering the Policy.
SURRENDER CHARGES ON A PARTIAL WITHDRAWAL
A partial withdrawal will result in the assessment of a portion of the Surrender
Charges to which the Policy is subject. The portion of the Surrender Charges
assessed will be based on the ratio of the amount of the withdrawal to the Net
Cash Surrender Value of the Policy as at the date of the withdrawal. The
Surrender Charges will be deducted from the Policy Value at the time of the
partial withdrawal on a pro-rata basis from each of the Investment Accounts and
the Fixed Account. If the amount in the accounts is not sufficient to pay the
Surrender Charges assessed, then the amount of the withdrawal will be reduced.
Whenever a portion of the surrender charges is deducted as a result of a partial
withdrawal, the Policy's remaining surrender charges will be reduced in the same
proportion that the surrender charge deducted bears to the total surrender
charge immediately before the partial withdrawal.
MONTHLY CHARGES
On the Policy Date and at the beginning of each Policy Month, a deduction is due
from the Net Policy Value to cover certain charges in connection with the Policy
until the Policy Anniversary when the life insured reaches Attained Age 100,
unless certain riders are in effect in which case such charges may continue. If
there is a Policy Debt under the Policy, loan interest and principal will
continue to be payable at the beginning of each Policy Month. Monthly deductions
due prior to the Effective Date will be taken on the Effective Date instead of
the dates they were due. These charges consist of:
- an administration charge;
- a charge for the cost of insurance;
- a mortality and expense risks charge;
- if applicable, a charge for any supplementary benefits added to the
Policy.
Unless otherwise allowed by the Company and specified by the policyowner, the
Monthly Deductions will be allocated among the Investment Accounts and the Fixed
Account in the same proportion as the Policy value in each bears to the Net
Policy Value.
ADMINISTRATION CHARGE
This charge will be equal to $30 per Policy Month in the first Policy Year. For
all subsequent Policy Years, the administration charge will be $15 per Policy
Month. The charge is designed to cover certain administrative expenses
associated with the Policy, including maintaining policy records, collecting
premiums and processing death claims, surrender and withdrawal requests and
various changes permitted under the Policy.
COST OF INSURANCE CHARGE
The monthly charge for the cost of insurance is determined by multiplying the
applicable cost of insurance rate times the net amount at risk at the beginning
of each Policy Month. The cost of insurance rate and the net amount at risk are
determined separately for the initial Face Amount and for each increase in Face
Amount. In determining the net amount at risk, if there have been increases in
the Face Amount, the Policy Value shall first be considered a part of the
initial Face Amount. If the Policy Value exceeds the initial Face Amount, it
shall then be considered a part of the additional increases in Face Amount
resulting from the increases, in the order the increases occurred.
For Death Benefit Option 1, the net amount at risk is equal to the greater of
zero, or the result of (a) minus (b) where:
(a) is the death benefit as of the first day of the Policy Month, divided by
1.0032737; and
(b) is the Policy Value as of the first day of the Policy Month after the
deduction of monthly cost of insurance.
For Death Benefit Option 2, the net amount at risk is equal to the Face Amount
of insurance.
The rates for the cost of insurance are based upon the issue age, duration of
coverage, sex, and Risk Classification of the life insured.
Cost of insurance rates will generally increase with the age of the life
insured. The first year cost of insurance rate is guaranteed.
23
<PAGE> 29
The cost of insurance rates reflect the Company's expectations as to future
mortality experience. The rates may be re-determined from time to time on a
basis which does not unfairly discriminate within the class of life insured. In
no event will the cost of insurance rates exceed the guaranteed rates set forth
in the Policy except to the extent that an extra charge is imposed because of an
additional rating applicable to the Life Insured. After the first Policy Year,
the cost of insurance will generally increase on each Policy Anniversary. The
guaranteed rates are based on the 1980 Commissioners Smoker Distinct Mortality
tables.
CHARGES FOR SUPPLEMENTARY BENEFITS
If the Policy includes Supplementary Benefits, a charge may apply to such
Supplementary Benefits.
MORTALITY AND EXPENSE RISKS CHARGE
A monthly charge is assessed against the Policy Value equal to a percentage of
the Policy Value. This charge is to compensate the Company for the mortality and
expense risks it assumes under the Policy. The mortality risk assumed is that
the Life Insured may live for a shorter period of time than the Company
estimated. The expense risk assumed is that expenses incurred in issuing and
administering the Policy will be greater than the Company estimated. The Company
will realize a gain from this charge to the extent it is not needed to provide
benefits and pay expenses under the Policy.
The charge varies by Policy Year as follows:
<TABLE>
<CAPTION>
Guaranteed Monthly Equivalent Annual
Policy Year Mortality and Mortality and Expense
Expense Risks Charge Risks Charge
<S> <C> <C>
1-10 0.0627% 0.75%
11 0.0209% 0.25%
</TABLE>
CHARGES FOR TRANSFERS
A charge of $25 will be imposed on each transfer in excess of twelve in a Policy
Year. The charge will be deducted from the Investment Account or the Fixed
Account to which the transfer is being made. All transfer requests received by
the Company on the same Business Day are treated as a single transfer request.
Transfers under the Dollar Cost Averaging and Asset Allocation Balancer programs
do not count against the number of free transfers permitted per Policy Year.
REDUCTION IN CHARGES
The Policy is available for purchase by corporations and other groups or
sponsoring organizations. Group or sponsored arrangements may include reduction
or elimination of withdrawal charges and deductions for employees, officers,
directors, agents and immediate family members of the foregoing. Manufacturers
U.S.A. reserves the right to reduce any of the Policy's charges on certain cases
where it is expected that the amount or nature of such cases will result in
savings of sales, underwriting, administrative, commissions or other costs.
Eligibility for these reductions and the amount of reductions will be determined
by a number of factors, including the number of lives to be insured, the total
premiums expected to be paid, total assets under management for the policyowner,
the nature of the relationship among the insured individuals, the purpose for
which the policies are being purchased, expected persistency of the individual
policies, and any other circumstances which Manufacturers U.S.A. believes to be
relevant to the expected reduction of its expenses. Some of these reductions may
be guaranteed and others may be subject to withdrawal or modification, on a
uniform case basis. Reductions in charges will not be unfairly discriminatory to
any policyowners. Manufacturers U.S.A. may modify from time to time, on a
uniform basis, both the amounts of reductions and the criteria for
qualification.
SPECIAL PROVISIONS FOR EXCHANGES
The Company will permit owners of certain fixed life insurance policies issued
by the Company to exchange their policies for the Policies described in this
prospectus (and likewise, owners of policies described in this Prospectus may
also exchange their Policies for certain fixed policies issued by the Company).
Policyowners considering an exchange should consult their tax advisors as to the
tax consequences of an exchange.
24
<PAGE> 30
COMPANY TAX CONSIDERATIONS
At the present time, the Company makes no charge to the Separate Account for any
federal, state, or local taxes that the Company incurs that may be attributable
to the Separate Account or to the Policies. The Company, however, reserves the
right in the future to make a charge for any such tax or other economic burden
resulting from the application of the tax laws that it determines to be properly
attributable to the Separate Account or to the Policies.
POLICY VALUE
DETERMINATION OF THE POLICY VALUE
A Policy has a Policy Value, a portion of which is available to the policyowner
by making a policy loan or partial withdrawal, or upon surrender of the Policy.
The Policy Value may also affect the amount of the death benefit. The Policy
Value at any time is equal to the sum of the values in the Investment Accounts,
the Fixed Account, and the Loan Account.
INVESTMENT ACCOUNTS
An Investment Account is established under each Policy for each sub-account of
the Separate Account to which net premiums or transfer amounts have been
allocated. Each Investment Account under a Policy measures the interest of the
Policy in the corresponding sub-account. The value of the Investment Account
established for a particular sub-account is equal to the number of units of that
sub-account credited to the Policy times the value of such units.
FIXED ACCOUNT
Amounts in the Fixed Account do not vary with the investment performance of any
sub-account. Instead, these amounts are credited with interest at a rate
determined by Manufacturers U.S.A.. For a detailed description of the Fixed
Account, see "The General Account - Fixed Account".
LOAN ACCOUNT
Amounts borrowed from the Policy are transferred to the Loan Account. Amounts in
the Loan Account do not vary with the investment performance of any sub-account.
Instead, these amounts are credited with interest at a rate which is equal to
the amount charged on the outstanding Policy Debt less the Loan Spread. For a
detailed description of the Loan Account, see "Policy Loans - Loan Account".
UNITS AND UNIT VALUES
CREDITING AND CANCELING UNITS
Units of a particular sub-account are credited to a Policy when net premiums are
allocated to that sub-account or amounts are transferred to that sub-account.
Units of a sub-account are canceled whenever amounts are deducted, transferred
or withdrawn from the sub-account. The number of units credited or canceled for
a specific transaction is based on the dollar amount of the transaction divided
by the value of the unit on the Business Day on which the transaction occurs.
The number of units credited with respect to a premium payment will be based on
the applicable unit values for the Business Day on which the premium is received
at the Service Office, except for any premiums received before the Effective
Date. For premiums received before the Effective Date, the values will be
determined on the Effective Date.
A Business Day is any day that the New York Stock Exchange is open for business.
A Business Day ends at the close of regularly scheduled day-time trading of the
New York Stock Exchange (currently 4:00 p.m. Eastern Time) on that day.
Units are valued at the end of each Business Day. When an order involving the
crediting or canceling of units is received after the end of a Business Day, or
on a day which is not a Business Day, the order will be processed on the basis
of unit values determined on the next Business Day. Similarly, any determination
of Policy Value, Investment Account value or death benefit to be made on a day
which is not a Business Day will be made on the next Business Day.
UNIT VALUES
The value of a unit of each sub-account was initially fixed at $10.00. For each
subsequent Business Day the unit value for that sub-account is determined by
multiplying the unit value for the immediately preceding Business Day by the net
investment factor for the sub-account on such subsequent Business Day.
The net investment factor for a sub-account on any Business Day is equal to (a)
divided by (b) where:
25
<PAGE> 31
(a) is the net asset value of the underlying Portfolio shares held by that
sub-account as of the end of such Business Day before any policy
transactions are made on that day; and
(b) is the net asset value of the underlying Portfolio shares held by that
sub-account as of the end of the immediately preceding Business Day after
all policy transactions were made for that day.
The value of a unit may increase, decrease, or remain the same, depending on the
investment performance of a sub-account from one Business Day to the next.
TRANSFERS OF POLICY VALUE
At any time, a policyowner may transfer Policy Value from one sub-account to
another or to the Fixed Account. Transfers involving the Fixed Account are
subject to certain limitations noted below under "Transfers Involving Fixed
Accounts." Transfer requests must be in writing in a format satisfactory to the
Company, or by telephone if a currently valid telephone transfer authorization
form is on file.
The Company reserves the right to impose limitations on transfers, including the
maximum amount that may be transferred. The Company also reserves the right to
modify or terminate the transfer privilege at any time in accordance with
applicable law. Transfers may also be delayed when any of the events described
under items (i) through (iii) in "Payment of Proceeds" occur. Transfer
privileges are also subject to any restrictions that may be imposed by the
Trust. In addition, we reserve the right to defer the transfer privilege at any
time when we are unable to purchase or redeem shares of the Trust.
While the Policy is in force, the policyowner may transfer the Policy Value from
any of the Investment Accounts to the Fixed Account without incurring transfer
charges:
(a) within eighteen months after the Issue Date; or
(b) within 60 days of the effective date of a material change in the
investment objectives of any of the sub-accounts or within 60 days of the
date of notification of such change, whichever is later.
Such transfers will not count against the twelve transfers that may be made free
of charge in any Policy Year.
TRANSFERS INVOLVING FIXED ACCOUNT
The maximum amount that may be transferred from the Fixed Account in any one
Policy Year is the greater of $500 or 15% of the Fixed Account Value at the
previous Policy Anniversary. Any transfer which involves a transfer out of the
Fixed Account may not involve a transfer to the Investment Account for the Money
Market Trust.
TELEPHONE TRANSFERS
Although failure to follow reasonable procedures may result in the Company being
liable for any losses resulting from unauthorized or fraudulent telephone
transfers, Manufacturers U.S.A. will not be liable for following instructions
communicated by telephone that the Company reasonably believes to be genuine.
The Company will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. Such procedures shall consist of
confirming that a valid telephone authorization form is on file, tape recording
of all telephone transactions and providing written confirmation thereof.
DOLLAR COST AVERAGING
The Company will offer policyowners a Dollar Cost Averaging ("DCA") program.
Under the DCA program, the policyowner will designate an amount which will be
transferred monthly from one Investment Account into any other Investment
Account(s) or the Fixed Account. Currently, no charge will be made for this
program, although the Company reserves the right to institute a charge on 90
days' written notice to the policyholder. If insufficient funds exist to effect
a DCA transfer, the transfer will not be effected and the policyowner will be so
notified.
The Company reserves the right to cease to offer this program as of 90 days
after written notice is sent to the policyowner.
ASSET ALLOCATION BALANCER TRANSFERS
Under the Asset Allocation Balancer program the policyowner will designate an
allocation of Policy Value among Investment Accounts. At six-month intervals
beginning six months after the Policy Date, the Company will move amounts among
the Investment Accounts as necessary to maintain the policyowner's chosen
allocation. A change to the policyowner premium allocation instructions
26
<PAGE> 32
will automatically result in a change in Asset Allocation Balancer instructions
so that the two are identical unless the policyowner either instructs
Manufacturers of America otherwise or has elected the Dollar Cost Averaging
program. Currently, there is no charge for this program; however, the Company
reserves the right to institute a charge on 90 days' written notice to the
policyowner.
The Company reserves the right to cease to offer this program as of 90 days
after written notice is sent to the policyowner.
POLICY LOANS
While this Policy is in force and has an available loan value, a policyowner may
borrow against the Policy Value of the Policy. The Policy serves as the only
security for the loan. Policy loans may have tax consequences, see "Tax
Treatment of Policy Benefits - Interest on Policy Loans After Year 10" and "Tax
Treatment of Policy Benefits - Policy Loan Interest."
MAXIMUM LOANABLE AMOUNT
The Maximum Loanable Amount is 90% of the Policy's Net Cash Surrender Value.
EFFECT OF POLICY LOAN
A policy loan will have an effect on future Policy Values, since that portion of
the Policy Value in the Loan Account will increase in value at the crediting
interest rate rather than varying with the performance of the underlying
Portfolios or increasing in value at the rate of interest credited for amounts
allocated to the Fixed Account. A policy loan may cause a Policy to be more
susceptible to going into default since a policy loan will be reflected in the
Net Cash Surrender Value. See "Lapse and Reinstatement." In addition, a policy
loan may result in a Policy's failing to satisfy the No-Lapse Guarantee
Cumulative Premium Test since the Policy Debt is subtracted from the sum of the
premiums paid in determining whether this test is satisfied. Finally, a policy
loan will affect the amount payable on the death of the life insured, since the
death benefit is reduced by the Policy Debt at the date of death in arriving at
the insurance benefit.
INTEREST CHARGED ON POLICY LOANS
Interest on the Policy Debt will accrue daily and be payable annually on the
Policy Anniversary. During the first 10 Policy Years, the rate of interest
charged will be an effective annual rate of 5.25%. Thereafter, the rate of
interest charged will be an effective annual rate of 4%, subject to the
Company's reservation of the right to increase the rate as described under the
heading "Tax Treatment of Policy Benefits - Interest on Policy Loans After Year
10." If the interest due on a Policy Anniversary is not paid by the policyowner,
the interest will be borrowed against the Policy.
Interest on the Policy Debt will continue to accrue daily if there is an
outstanding loan when monthly deductions and premium payments cease when the
life insured reaches age 100. The Policy will go into default at any time the
Policy Debt exceeds the Cash Surrender Value. At least 61 days prior to
termination, the Company will send the policyowner a notice of the pending
termination. Payment of interest on the Policy Debt during the 61 day grace
period will bring the policy out of default.
LOAN ACCOUNT
When a loan is made, an amount equal to the loan principal, plus interest to the
next Policy Anniversary, will be deducted from the Investment Accounts or the
Fixed Account and transferred to the Loan Account. Amounts transferred into the
Loan Account cover the loan principal plus loan interest due to the next Policy
Anniversary. The policyowner may designate how the amount to be transferred to
the Loan Account is allocated among the accounts from which the transfer is to
be made. In the absence of instructions, the amount to be transferred will be
allocated to each account in the same proportion as the value in each Investment
Account and the Fixed Account bears to the Net Policy Value. A transfer from an
Investment Account will result in the cancellation of units of the underlying
sub-account equal in value to the amount transferred from the Investment
Account. However, since the Loan Account is part of the Policy Value, transfers
made in connection with a loan will not change the Policy Value.
INTEREST CREDITED TO THE LOAN ACCOUNT
Interest will be credited to amounts in the Loan Account at an effective annual
rate of at least 4.00%. The actual rate credited is equal to the rate of
interest charged on the policy loan less the Loan Interest Credited
Differential, which is currently 1.25% during the first ten policy years and 0%
thereafter, and is guaranteed not to exceed 1.25%. (The Loan Interest Credited
Differential is the difference between the rate of interest charged on a policy
loan and the rate of interest credited to amounts in the Loan Account.) The
Company may change the Current Loan Interest Credited Differential as of 90 days
after sending you written notice of such change.
For a Policy that is not a Modified Endowment Contract ("MEC"), the tax
consequences associated with a loan interest credited differential of 0% are
unclear. A tax advisor should be consulted before effecting a loan to evaluate
the tax consequences that may arise in such a situation. If we determine, in our
sole discretion, that there is a substantial risk that a loan will be treated as
a taxable
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distribution under federal tax law as a result of the differential between the
credited interest rate and the loan interest rate, we retain the right to
increase the loan interest rate to an amount that would result in the
transaction being treated as a loan under federal tax law.
LOAN ACCOUNT ADJUSTMENTS
On the first day of each Policy Anniversary the difference between the Loan
Account and the Policy Debt is transferred to the Loan Account from the
Investment Accounts or the Fixed Account. Amounts transferred to the Loan
Account will be taken from the Investment Accounts and the Fixed Account in the
same proportion as the value in each Investment Account and the Fixed Account
bears to the Net Policy Value.
LOAN REPAYMENTS
Policy Debt may be repaid in whole or in part at any time prior to the death of
the life insured, provided that the Policy is in force. When a repayment is
made, the amount is credited to the Loan Account and transferred to the Fixed
Account or the Investment Accounts. Loan repayments will be allocated first to
the Fixed Account until the associated Loan Sub-Account is reduced to zero and
then to each Investment Account in the same proportion as the value in the
corresponding Loan Sub-Account bears to the value of the Loan Account.
Amounts paid to the Company not specifically designated in writing as loan
repayments will be treated as premiums. Where permitted by applicable state law,
when a portion of the Loan Account amount is allocated to the Fixed Account, the
Company may require that any amounts paid to it be applied to outstanding loan
balances.
POLICY SURRENDER AND PARTIAL WITHDRAWALS
POLICY SURRENDER
A Policy may be surrendered for its Net Cash Surrender Value at any time while
the life insured is living. The Net Cash Surrender Value is equal to the Policy
Value less any surrender charges and outstanding monthly deductions due (the
"Cash Surrender Value") minus the Policy Debt. If there have been any prior Face
Amount increases, the Surrender Charge will be the sum of the Surrender Charge
for the Initial Face Amount plus the Surrender Charge for each increase. The Net
Cash Surrender Value will be determined as of the end of the Business Day on
which Manufacturers U.S.A. receives the Policy and a written request for
surrender at its Service Office. After a Policy is surrendered, the insurance
coverage and all other benefits under the Policy will terminate.
PARTIAL WITHDRAWALS
A policyowner may make a partial withdrawal of the Net Cash Surrender Value once
each Policy Month after the first Policy Anniversary. The policyowner may
specify the portion of the withdrawal to be taken from each Investment Account
and the Fixed Account. In the absence of instructions, the withdrawal will be
allocated among such accounts in the same proportion as the Policy Value in each
account bears to the Net Policy Value. For information on Surrender Charges on a
Partial Withdrawal see "Charges and Deductions - Surrender Charges."
Withdrawals will be limited if they would otherwise cause the Face Amount to
fall below $100,000.
REDUCTION IN FACE AMOUNT DUE TO A PARTIAL WITHDRAWAL
If Death Benefit Option 1 is in effect when a partial withdrawal is made, the
Face Amount of the Policy will be reduced by the amount of the withdrawal plus
any applicable Surrender Charges.
If the death benefit is based upon the Policy Value times the minimum death
benefit percentage set forth under "Death Benefit - Minimum Death Benefit," the
Face Amount will be reduced only to the extent that the amount of the withdrawal
plus the portion of the Surrender Charge assessed exceeds the difference between
the death benefit and the Face Amount. When the Face Amount of a Policy is based
on one or more increases subsequent to issuance of the Policy, a reduction
resulting from a partial withdrawal will be applied in the same manner as a
requested decrease in Face Amount, i.e., against the Face Amount provided by the
most recent increase, then against the next most recent increases successively
and finally against the initial Face Amount.
Partial withdrawals do not affect the Face Amount of a Policy if Death Benefit
Option 2 is in effect.
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LAPSE AND REINSTATEMENT
LAPSE
Unless the No-Lapse Guarantee is in effect, a Policy will go into default if at
the beginning of any Policy Month the Policy's Net Cash Surrender Value would be
zero or BELOW after deducting the monthly deduction then due. Therefore, a
Policy could lapse eventually if increases in Policy Value (prior to deduction
of Policy charges) are not sufficient to cover Policy charges. A lapse could
have adverse tax consequences as described under "Tax Treatment of the Policy -
Tax Treatment of Policy Benefits - Surrender or Lapse." The Company will notify
the policyowner of the default and will allow a 61 day grace period in which the
policyowner may make a premium payment sufficient to bring the Policy out of
default. The required payment will be equal to the amount necessary to bring the
Net Cash Surrender Value to zero, if it was less than zero on the date of
default, plus the monthly deductions due at the date of default and payable at
the beginning of each of the two Policy Months thereafter, plus any applicable
premium charge. If the required payment is not received by the end of the grace
period, the Policy will terminate with no value.
NO-LAPSE GUARANTEE
In those states where it is permitted, as long as the No-Lapse Guarantee
Cumulative Premium Test is satisfied during the No-Lapse Guarantee Period, as
described below, the Company will guarantee that the Policy will not go into
default, even if adverse investment experience or other factors should cause the
Policy's Net Cash Surrender Value to fall to zero or below during such period.
The Monthly No-Lapse Guarantee Premium is one-twelfth of the No-Lapse Guarantee
Premium.
The No-Lapse Guarantee Premium is set at issue and reflects any Additional
Rating and Supplementary Benefits, if applicable. It is subject to change if (i)
the face amount of the Policy is changed, (ii) there is a Death Benefit Option
change, (iii) there is a decrease in the Face Amount of insurance due to a
partial withdrawal, or (iv) there is any change in the supplementary benefits
added to the Policy or in the risk classification of the life insured.
The No-Lapse Guarantee Period is described under "Definitions"
While the No-Lapse Guarantee is in effect, the Company will determine at the
beginning of the Policy Month that your policy would otherwise be in default,
whether the No-Lapse Guarantee Cumulative Premium Test, described below, has
been met. If the test has not been satisfied, the Company will notify the
policyowner of that fact and allow a 61-day grace period in which the
policyowner may make a premium payment sufficient to keep the policy from going
into default. This required payment, as described in the notification to the
policyowner, will be equal to the lesser of:
(a) the outstanding premium requirement to satisfy the No-Lapse Guarantee
Cumulative Premium Test at the date of default, plus the Monthly No-Lapse
Guarantee Premium due for the next two Policy Months, or
(b) the amount necessary to bring the Net Cash Surrender Value to zero plus
the monthly deductions due, plus the next two monthly deductions plus the
applicable premium charge.
If the required payment is not received by the end of the grace period, the
No-Lapse Guarantee and the Policy will terminate.
NO-LAPSE GUARANTEE CUMULATIVE PREMIUM TEST
The No-Lapse Guarantee Cumulative Premium Test is satisfied if, as of the
beginning of the Policy Month that your policy would otherwise be in default,
the sum of all premiums paid to date less any gross withdrawals taken on or
before the date of the test and less any policy debt is equal to or exceeds the
sum of the Monthly No-Lapse Guarantee Premiums due from the Policy Date to the
date of the test.
DEATH DURING GRACE PERIOD
If the life insured should die during the grace period, the Policy Value used in
the calculation of the death benefit will be the Policy Value as of the date of
default and the insurance benefit will be reduced by any outstanding Monthly
Deductions due at the time of death.
REINSTATEMENT
A policyowner can reinstate a Policy which has terminated after going into
default at any time within 21 days following the date of termination without
furnishing evidence of insurability, subject to the following conditions:
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(a) The life insured's risk classification is standard or preferred, and
(b) The life insured's Attained Age is less than 46.
A policyowner can, by making a written request, reinstate a Policy which has
terminated after going into default at any time within the five-year period
following the date of termination subject to the following conditions:
(a) Evidence of the life insured's insurability, satisfactory to the
Company is provided to the Company;
(b) A premium equal to the amount that was required to bring the Policy out
of default immediately prior to termination, plus the amount needed to
keep the Policy in force to the next scheduled date for payment of the
Planned Premium must be paid to the Company.
If the reinstatement is approved, the date of reinstatement will be the later of
the date the Company approves the policyowner's request or the date the required
payment is received at the Company's Service Office. In addition, any surrender
charges will be reinstated to the amount they were at the date of default. The
Policy Value on the date of reinstatement, prior to the crediting of any Net
Premium paid on the reinstatement, will be equal to the Policy Value on the date
the Policy terminated.
THE GENERAL ACCOUNT
The general account of Manufacturers U.S.A. consists of all assets owned by the
Company other than those in the Separate Account and other separate accounts of
the Company. Subject to applicable law, Manufacturers U.S.A. has sole discretion
over the investment of the assets of the general account.
By virtue of exclusionary provisions, interests in the general account of
Manufacturers U.S.A. have not been registered under the Securities Act of 1933
and the general account has not been registered as an investment company under
the Investment Company Act of 1940. Accordingly, neither the general account nor
any interests therein are subject to the provisions of these acts, and as a
result the staff of the S.E.C. has not reviewed the disclosures in this
prospectus relating to the general account. Disclosures regarding the general
account may, however, be subject to certain generally applicable provisions of
the federal securities laws relating to the accuracy and completeness of
statements made in a prospectus.
FIXED ACCOUNT
A policyowner may elect to allocate net premiums to the Fixed Account or to
transfer all or a portion of the Policy Value to the Fixed Account from the
Investment Accounts. Manufacturers U.S.A. will hold the reserves required for
any portion of the Policy Value allocated to the Fixed Account in its general
account. Transfers from the Fixed Account to the Investment Accounts are subject
to restrictions.
POLICY VALUE IN THE FIXED ACCOUNT
The Policy Value in the Fixed Account is equal to:
(a) the portion of the net premiums allocated to it; plus
(b) any amounts transferred to it; plus
(c) interest credited to it; less
(d) any charges deducted from it; less
(e) any partial withdrawals from it; less
(f) any amounts transferred from it.
INTEREST ON THE FIXED ACCOUNT
An allocation of Policy Value to the Fixed Account does not entitle the
policyowner to share in the investment experience of the general account.
Instead, Manufacturers U.S.A. guarantees that the Policy Value in the Fixed
Account will accrue interest daily at an effective annual rate of at least 4%,
without regard to the actual investment experience of the general account.
Consequently, if a policyowner pays the planned premiums, allocates all net
premiums only to the general account and makes no transfers, partial
withdrawals, or policy loans, the minimum amount and duration of the death
benefit of the Policy will be determinable and guaranteed.
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OTHER PROVISIONS OF THE POLICY
POLICYOWNER RIGHTS
Unless otherwise restricted by a separate agreement, the policyowner may, until
the life insured's death:
- Vary the premiums paid under the Policy.
- Change the death benefit option.
- Change the premium allocation for future premiums.
- Transfer amounts between sub-accounts.
- Take loans and/or partial withdrawals.
- Surrender the contract.
- Transfer ownership to a new owner.
- Name a contingent owner that will automatically become owner if the
policyowner dies before the insured.
- Change or revoke a contingent owner.
- Change or revoke a beneficiary.
ASSIGNMENT OF RIGHTS
Manufacturers U.S.A. will not be bound by an assignment until it receives a copy
of the assignment at its Service Office. Manufacturers U.S.A. assumes no
responsibility for the validity or effects of any assignment.
BENEFICIARY
One or more beneficiaries of the Policy may be appointed by the policyowner by
naming them in the application. Beneficiaries may be appointed in three classes
- primary, secondary, and final. Beneficiaries may also be revocable or
irrevocable. Unless an irrevocable designation has been elected, the beneficiary
may be changed by the policyowner during the life insured's lifetime by giving
written notice to Manufacturers U.S.A. in a form satisfactory to the Company.
The change will take effect as of the date such notice is signed. If the life
insured dies and there is no surviving beneficiary, the policyowner, or the
policyowner's estate if the policyowner is the life insured, will be the
beneficiary. If a beneficiary dies before the seventh day after the death of the
life insured, the Company will pay the insurance benefit as if the beneficiary
had died before the life insured.
INCONTESTABILITY
Manufacturers U.S.A. will not contest the validity of a Policy after it has been
in force during any life insured's lifetime for two years from the Issue Date.
It will not contest the validity of an increase in Face Amount, after such
increase or addition has been in force during the lifetime of the life insured
for two years. If a Policy has been reinstated and been in force during the
lifetime of the life insured for less than two years from the reinstatement
date, the Company can contest any misrepresentation of a fact material to the
reinstatement.
MISSTATEMENT OF AGE OR SEX
If the stated age or sex, or both, of the life insured in the Policy are
incorrect, Manufacturers U.S.A. will change the Face Amount so that the death
benefit will be that which the most recent monthly charge for the cost of
insurance would have purchased for the correct age and sex.
SUICIDE EXCLUSION
If the life insured dies by suicide within two years after the Issue Date (or
within the maximum period permitted by the state in which the Policy was
delivered, if less than two years), the Policy will terminate and the Company
will pay only the premiums paid less any partial Net Cash Surrender Value
withdrawal and less any Policy Debt.
If the life insured dies by suicide within two years after the effective date of
an increase in Face Amount, the Company will credit the amount of any Monthly
Deductions taken for the increase and reduce the Face Amount to what it was
prior to the increase. If the insured's death is by suicide, the Death Benefit
for that increase will be limited to the Monthly Deductions taken for the
increase.
The Company reserves the right to obtain evidence of the manner and cause of
death of the life insured.
SUPPLEMENTARY BENEFITS
Subject to certain requirements, one or more supplementary benefits may be added
to a Policy, including those providing a death benefit guarantee, term insurance
for an additional insured, providing accidental death coverage, waiving monthly
deductions upon
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disability, accelerating benefits in the event of a terminal illness, and, in
the case of corporate-owned policies, permitting a change of the life insured.
More detailed information concerning these supplementary benefits may be
obtained from an authorized agent of the Company. The cost, if any, for
supplementary benefits will be deducted as part of the monthly deduction.
TAX TREATMENT OF THE POLICY
The following summary provides a general description of the federal income tax
considerations associated with the Policy and does not purport to be complete or
to cover all situations. This discussion is not intended as tax advice. Counsel
or other competent tax advisors should be consulted for more complete
information. This discussion is based upon the Company's understanding of the
present federal income tax laws as they are currently interpreted by the
Internal Revenue Service (the "Service"). No representation is made as to the
likelihood of continuation of the present federal income tax laws nor of the
current interpretations by the Service. MANUFACTURERS U.S.A. DOES NOT MAKE ANY
GUARANTEE REGARDING THE TAX STATUS OF ANY POLICY OR ANY TRANSACTION REGARDING
THE POLICY.
The Policies may be used in various arrangements, including non-qualified
deferred compensation or salary continuation plans, split dollar insurance
plans, executive bonus plans, retiree medical benefit plans and others. The tax
consequences of such plans may vary depending on the particular facts and
circumstances of each individual arrangement. Therefore, if the use of such
Policies in any such arrangement, the value of which depends in part on the tax
consequences, is contemplated, a qualified tax advisor should be consulted for
advice on the tax attributes of the particular arrangement.
LIFE INSURANCE QUALIFICATION
There are several requirements that must be met for a Policy to be considered a
Life Insurance Contract under the Code, and thereby to enjoy the tax benefits of
such a contract:
- The Policy must satisfy the definition of life insurance under Section
7702 of the Code.
- The investments of the Separate Account must be "adequately diversified"
in accordance with Section 817(h) of the Code and Treasury Regulations.
- The Policy must be a valid life insurance contract under applicable state
law.
- The Policyowner must not possess "incidents of ownership" in the assets of
the Separate Account.
These four items are discussed in detail below.
DEFINITION OF LIFE INSURANCE
Section 7702 of the Code sets forth a definition of a life insurance contract
for federal tax purposes. For a Policy to be a life insurance contract, it must
satisfy either the Cash Value Accumulation Test or the Guideline Premium and the
Cash Value Corridor Tests. The Cash Value Accumulation Test requires a minimum
death benefit for a given Policy Value. The Guideline Premium Test also requires
a minimum death benefit, but in addition limits the total premiums that can be
paid into a Policy for a given amount of death benefit.
With respect to a Policy which is issued on the basis of a standard rate class,
the Company believes (largely in reliance on IRS Notice 88-128 and the proposed
mortality charge regulations under Section 7702, issued on July 5, 1991) that
such a Policy should meet the Section 7702 definition of a life insurance
contract.
With respect to a Policy that is issued on a substandard basis (i.e., a rate
class involving higher-than-standard mortality risk), there is less guidance, in
particular as to how mortality and other expense requirements of Section 7702
are to be applied in determining whether such a Policy meets the Section 7702
definition of a life insurance contract. Thus it is not clear whether or not
such a Policy would satisfy Section 7702, particularly if the policyowner pays
the full amount of premiums permitted under the Policy.
The Secretary of the Treasury (the "Treasury") is authorized to prescribe
regulations implementing Section 7702. However, while proposed regulations and
other interim guidance have been issued, final regulations have not been adopted
and guidance as to how Section 7702 is to be applied is limited. If a Policy
were determined not to be a life insurance contract for purposes of Section
7702, such a Policy would not provide the tax advantages normally provided by a
life insurance policy.
If it is subsequently determined that a Policy does not satisfy Section 7702,
the Company may take whatever steps are appropriate and reasonable to attempt to
cause such a Policy to comply with Section 7702. For these reasons, the Company
reserves the right to restrict Policy transactions as necessary to attempt to
qualify it as a life insurance contract under Section 7702.
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DIVERSIFICATION
Section 817(h) of the Code requires that the investments of the Separate Account
be "adequately diversified" in accordance with Treasury regulations in order for
the Policy to qualify as a life insurance contract under Section 7702 of the
Code (discussed above). The Separate Account, through the Trust, intends to
comply with the diversification requirements prescribed in Treas. Reg. Sec.
1.817-5, which affect how the Trust's assets are to be invested. The Company
believes that the Separate Account will thus meet the diversification
requirement, and the Company will monitor continued compliance with the
requirement.
STATE LAW
A policy must qualify as a valid life insurance contract under applicable state
laws. State regulations require that the policyowner have appropriate insurable
interest in the life insured. Failure to establish an insurable interest may
result in the Policy not qualifying as a life insurance contract for federal tax
purposes.
INVESTOR CONTROL
In certain circumstances, owners of variable life insurance policies may be
considered the owners, for federal income tax purposes, of the assets of the
separate account used to support their Policies. In those circumstances, income
and gains from the separate account assets would be includible in the variable
policyowner's gross income. The IRS has stated in published rulings that a
variable policyowner will be considered the owner of separate account assets if
the policyowner possesses incidents of ownership in those assets, such as the
ability to exercise investment control over the assets. The Treasury Department
has also announced, in connection with the issuance of regulations concerning
diversification, that those regulations "do not provide guidance concerning the
circumstances in which investor control of the investments of a segregated asset
account may cause the investor (i.e., the policyowner), rather than the
insurance company, to be treated as the owner of the assets in the account."
This announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyowners may direct their
investments to particular sub-accounts without being treated as owners of the
underlying assets." As of the date of this prospectus, no such guidance has been
issued.
The ownership rights under the Policy are similar to, but different in certain
respects from, those described by the IRS in rulings in which it was determined
that policyowners were not owners of separate account assets. For example, the
policyowner has additional flexibility in allocating premium payments and Policy
Values. These differences could result in an owner being treated as the owner of
a pro-rata portion of the assets of the Separate Account. In addition, the
Company does not know what standards will be set forth, if any, in the
regulations or rulings which the Treasury Department has stated it expects to
issue. The Company therefore reserves the right to modify the Policy as
necessary to attempt to prevent an owner from being considered the owner of a
pro rata share of the assets of the Separate Account.
TAX TREATMENT OF POLICY BENEFITS
The following discussion assumes that the Policy will qualify as a life
insurance contract for federal income tax purposes.
The Company believes that the proceeds and cash value increases of a Policy
should be treated in a manner consistent with a fixed-benefit life insurance
policy for federal income tax purposes. Depending on the circumstances, the
exchange of a Policy, a change in the Policy's death benefit option, a Policy
loan, partial withdrawal, surrender, change in ownership, the addition of an
accelerated death benefit rider, or an assignment of the Policy may have federal
income tax consequences. In addition, federal, state and local transfer, and
other tax consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each policyowner or beneficiary.
DEATH BENEFIT
The death benefit under the Policy should be excludable from the gross income of
the beneficiary under Section 101(a)(1) of the Code.
CASH VALUES
Generally, the policyowner will not be deemed to be in constructive receipt of
the Policy Value, including increments thereof, until there is a distribution.
This includes additions attributable to interest, dividends, appreciation or
gains realized on transfers among sub-accounts.
INVESTMENT IN THE POLICY
Investment in the Policy means:
- the aggregate amount of any premiums or other consideration paid for a
Policy; minus
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- the aggregate amount, other than loan amounts, received under the Policy
which has been excluded from the gross income of the policyowner (except
that the amount of any loan from, or secured by, a Policy that is a MEC,
to the extent such amount has been excluded from gross income, will be
disregarded); plus
- the amount of any loan from, or secured by a Policy that is a MEC to the
extent that such amount has been included in the gross income of the
policyowner.
The repayment of a policy loan, or the payment of interest on a loan, does not
affect the Investment in the Policy.
SURRENDER OR LAPSE
Upon a complete surrender or lapse of a Policy or when benefits are paid at a
Policy's maturity date, if the amount received plus the amount of Policy Debt
exceeds the total investment in the Policy, the excess will generally be treated
as ordinary income subject to tax.
If, at the time of lapse or surrender, a Policy has a loan, the loan is
extinguished and the amount of the loan is a deemed payment to the policyholder.
If the amount of this deemed payment exceeds the investment in the contract, the
excess is taxable income and is subject to Internal Revenue Service reporting
requirements.
DISTRIBUTIONS
The tax consequences of distributions from, and loans taken from or secured by,
a Policy depend on whether the Policy is classified as a MEC.
DISTRIBUTIONS FROM NON-MEC'S
A distribution from a non-MEC is generally treated as a tax-free recovery by the
policyowner of the Investment in the Policy to the extent of such Investment in
the Policy, and as a distribution of taxable income only to the extent the
distribution exceeds the Investment in the Policy. Loans from, or secured by, a
non-MEC are not treated as distributions. Instead, such loans are treated as
indebtedness of the policyowner.
Force Outs
An exception to this general rule occurs in the case of a decrease in the
Policy's death benefit or any other change that reduces benefits under the
Policy in the first 15 years after the Policy is issued and that results in a
cash distribution to the policyowner in order for the Policy to continue to
comply with the Section 7702 definitional limits. Such a cash distribution will
be taxed in whole or in part as ordinary income (to the extent of any gain in
the Policy) under rules prescribed in Section 7702. Changes include partial
withdrawals and death benefit option changes.
DISTRIBUTIONS FROM MEC'S
Policies classified as MEC's will be subject to the following tax rules:
- First, all partial withdrawals from such a Policy are treated as ordinary
income subject to tax up to the amount equal to the excess (if any) of the
Policy Value immediately before the distribution over the Investment in the
Policy at such time.
- Second, loans taken from or secured by such a Policy are treated as partial
withdrawals from the Policy and taxed accordingly. Past-due loan interest
that is added to the loan amount is treated as a loan.
- Third, a 10% additional income tax is imposed on the portion of any
distribution (including distributions on surrender) from, or loan taken from
or secured by, such a policy that is included in income except where the
distribution or loan:
- is made on or after the policyowner attains age 59-1/2;
- is attributable to the policyowner becoming disabled; or
- is part of a series of substantially equal periodic payments for the life
(or life expectancy) of the policyowner or the joint lives (or joint life
expectancies) of the policyowner and the policyowner's beneficiary.
These exceptions are not likely to apply in situations where the Policy is
not owned by an individual.
Definition of Modified Endowment Contracts
Section 7702A establishes a class of life insurance contracts designated as
"Modified Endowment Contracts" or "MECs," which applies to Policies entered into
or materially changed after June 20, 1988.
In general, a Policy will be a MEC if the accumulated premiums paid at any time
during the first seven Policy Years exceed the "seven-pay premium limit". The
seven-pay premium limit on any date is equal to the sum of the net level
premiums that would have been paid on or before such date if the policy provided
for paid-up future benefits after the payment of seven level annual premiums
(the "seven-pay premium").
34
<PAGE> 40
The rules relating to whether a Policy will be treated as a MEC are extremely
complex and cannot be adequately described in the limited confines of this
summary. Therefore, a current or prospective policyowner should consult with a
competent adviser to determine whether a transaction will cause the Policy to be
treated as a MEC.
Material Changes
A Policy that is not a MEC may become a MEC if it is "materially changed." If
there is a material change to the Policy, the seven year testing period for MEC
status is restarted. The material change rules for determining whether a Policy
is a MEC are complex. In general, however, the determination of whether a Policy
will be a MEC after a material change generally depends upon the relationship
among the death benefit of the Policy at the time of such change, the Policy
Value at the time of the change, and the additional premiums paid into the
Policy during the seven years starting with the date on which the material
change occurs.
Reductions in Face Amount
If there is a reduction in benefits during any Policy Year, the seven-pay
premium limit is recalculated as if the policy had been originally issued at the
reduced benefit level. Failure to comply would result in classification as a MEC
regardless of any efforts by the Company to provide a payment schedule that will
not violate the seven pay test.
Exchanges
A life insurance contract received in exchange for a MEC will also be treated as
a MEC.
Processing of Premiums
If a premium is received which would cause the Policy to become a MEC within 23
days of the next Policy Anniversary, the Company will not apply the portion of
the premium which would cause MEC status ("excess premium") to the Policy when
received. The excess premium will be placed in a suspense account until the next
anniversary date, at which point the excess premium, along with interest, earned
on the excess premium at a rate of 3.5% from the date the premium was received,
will be applied to the Policy. The policyowner will be advised of this action
and will be offered the opportunity to have the premium credited as of the
original date received or to have the premium returned. If the policyowner does
not respond, the premium and interest will be applied to the Policy as of the
first day of the next anniversary.
If a premium is received which would cause the Policy to become a MEC more than
23 days prior to the next Policy Anniversary, the Company will refund any excess
premium to the policyowner. The portion of the premium which is not excess will
be applied as of the date received. The policyowner will be advised of this
action and will be offered the opportunity to return the premium and have it
credited to the account as of the original date received.
If in connection with the application or issue of the Policy, the policyowner
acknowledges that the policy is or will become a MEC, excess premiums that would
cause MEC status, will be credited to the account as of the original date
received.
Multiple Policies
All MEC's that are issued by a Company (or its affiliates) to the same
policyowner during any calendar year are treated as one MEC for purposes of
determining the amount includible in gross income under Section 72(e) of the
Code.
POLICY LOAN INTEREST
Generally, personal interest paid on any loan under a Policy which is owned by
an individual is not deductible. For policies purchased on or after January 1,
1996, interest on any loan under a Policy owned by a taxpayer and covering the
life of any individual who is an officer or employee of or is financially
interested in the business carried on by the taxpayer will not be tax deductible
unless the employee is a key person within the meaning of Section 264 of the
Code. A deduction will not be permitted for interest on a loan under a Policy
held on the life of a key person to the extent the aggregate of such loans with
respect to contracts covering the key person exceed $50,000. The number of
employees who can qualify as key persons depends in part on the size of the
employer but cannot exceed 20 individuals.
Furthermore, if a non-natural person owns a Policy, or is the direct or indirect
beneficiary under a Policy, section 264(f) of the Code disallows a pro-rata
portion of the taxpayer's interest expense allocable to unborrowed Policy cash
values attributable to insurance held on the lives of individuals who are not
20% (or more) owners of the taxpayer-entity, officers, employees, or former
employees of the taxpayer.
35
<PAGE> 41
The portion of the interest expense that is allocable to unborrowed Policy cash
values is an amount that bears the same ratio to that interest expense as the
taxpayer's average unborrowed Policy cash values under such life insurance
policies bear to the average adjusted bases for all assets of the taxpayer.
If the taxpayer is not the Policyowner, but is the direct or indirect
beneficiary under the Policy, then the amount of unborrowed cash value of the
Policy taken into account in computing the portion of the taxpayer's interest
expense allocable to unborrowed Policy cash values cannot exceed the benefit to
which the taxpayer is directly or indirectly entitled under the Policy.
INTEREST ON POLICY LOANS AFTER YEAR 10
Interest credited to amounts in the Loan Account at an effective annual rate of
at least 4.00%. The actual rate credited is equal to the rate of interest
charged on the policy loan less than the Loan Interest Credited Differential,
which is currently 1.25% during the first ten policy years and 0% thereafter,
and is guaranteed not to exceed 1.25%. The tax consequences associated with a
loan interest credited differential of 0% are unclear. A tax adviser should be
consulted before effecting a loan to evaluate the tax consequences that may
arise in such a situation. If we determine, in our sole discretion, that there
is a substantial risk that a loan will be treated as a taxable distribution
under Federal tax law as a result of the differential between the credited
interest rate and the loan interest rate, the Company retains the right to
increase the loan interest rate to an amount that would result in the
transaction being treated as a loan under Federal tax law. If this amount is not
prescribed by any IRS ruling or regulation or any court decision, the amount of
increase will be that which the Company considers to be most likely to result in
the transaction being treated as a loan under Federal tax law.
POLICY EXCHANGES
A policyowner generally will not recognize gain upon the exchange of a Policy
for another life insurance policy issued by the Company or another insurance
company, except to the extent that the policyowner receives cash in the exchange
or is relieved of Policy indebtedness as a result of the exchange. The receipt
of cash or forgiveness of indebtedness is treated as "boot" which is taxable up
to the amount of the gain in the policy. In no event will the gain recognized
exceed the amount by which the Policy Value (including any unpaid loans) exceeds
the policyowner's Investment in the Policy.
OTHER TRANSACTIONS
A transfer of the Policy, a change in the owner, a change in the beneficiary,
and certain other changes to the Policy, as well as particular uses of the
Policy (including use in a so called "split-dollar" arrangement) may have tax
consequences depending upon the particular circumstances and should not be
undertaken prior to consulting with a qualified tax advisor. For instance, if
the owner transfers the Policy or designates a new owner in return for valuable
consideration (or, in some cases, if the transferor is relieved of a liability
as a result of the transfer), then the Death Benefit payable upon the death of
the Life Insured may in certain circumstances be includible in taxable income to
the extent that the Death Benefit exceeds the prior consideration paid for the
transfer and any premiums or other amounts subsequently paid by the transferee.
Further, in such a case, if the consideration received exceeds the transferor's
Investment in the Policy, the difference will be taxed to the transferor as
ordinary income.
Federal estate and state and local estate, inheritance and other tax
consequences of ownership or receipt of Policy proceeds depend on the individual
circumstances of each policyowner and beneficiary.
ALTERNATE MINIMUM TAX
Corporate owners may be subject to Alternate Minimum Tax on the annual increases
in Cash Surrender Values and on the Death Benefit proceeds.
INCOME TAX REPORTING
In certain employer-sponsored life insurance arrangements, including equity
split dollar arrangements, participants may be required to report for income tax
purposes, one or more of the following:
- the value each year of the life insurance protection provided;
- an amount equal to any employer-paid premiums; or
- some or all of the amount by which the current value exceeds the
employer's interest in the Policy.
Participants should consult with their tax advisor to determine the tax
consequences of these arrangements.
36
<PAGE> 42
OTHER INFORMATION
PAYMENT OF PROCEEDS
As long as the Policy is in force, Manufacturers U.S.A. will ordinarily pay any
policy loans, surrenders, partial withdrawals or insurance benefit within seven
days after receipt at its Service Office of all the documents required for such
a payment. The Company may delay for up to six months the payment from the Fixed
Account of any policy loans, surrenders, partial withdrawals, or insurance
benefit. In the case of any such payments from any Investment Account the
Company may delay payment during any period during which (i) the New York Stock
Exchange is closed for trading (except for normal weekend and holiday closings),
(ii) trading on the New York Stock Exchange is restricted, and (iii) an
emergency exists as a result of which disposal of securities held in the
Separate Account is not reasonably practicable or it is not reasonably
practicable to determine the value of the Separate Account's net assets;
provided that applicable rules and regulations of the Commission shall govern as
to whether the conditions described in (ii) and (iii) exist.
REPORTS TO POLICYOWNERS
Within 30 days after each Policy Anniversary, Manufacturers U.S.A. will send the
policyowner a statement showing, among other things:
- the amount of death benefit;
- the Policy Value and its allocation among the Investment Accounts, the
Fixed Account and the Loan Account;
- the value of the units in each Investment Account to which the Policy
Value is allocated;
- the Policy Debt and any loan interest charged since the last report;
- the premiums paid and other Policy transactions made during the period
since the last report; and
- any other information required by law.
Each policyowner will also be sent an annual and a semi-annual report for the
Trust which will include a list of the securities held in each Portfolio as
required by the 1940 Act.
DISTRIBUTION OF THE POLICIES
ManEquity, Inc., an indirect wholly-owned subsidiary of MFC, will act as the
principal underwriter of, and continuously offer, the Policies pursuant to a
Distribution Agreement with Manufacturers U.S.A. ManEquity, Inc. is registered
as a broker-dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers. ManEquity, Inc. is located at
200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5 and was organized under
the laws of Colorado on May 4, 1970. The directors of ManEquity, Inc. are:
Joseph Scott, Robert Cook, Gary Buchanan and Douglas Myers. The officers of
ManEquity, Inc. are: (i) Douglas Myers - President, (ii) Gary Buchanan - Vice
President, Compliance, (iii) Thomas Reive - Treasurer, (iv) Brian Buckley -
Secretary and General Counsel. The Policies will be sold by registered
representatives of either ManEquity, Inc. or other broker-dealers having
distribution agreements with ManEquity who are also authorized by state
insurance departments to do so. The Policies will be sold in all states of the
United States except New York.
A registered representative will receive commissions not to exceed 105% of
premiums in the first year, 2% of all premiums paid in the second year and
after, and after the second anniversary 0.15% of the Net Policy Value per year.
Representatives who meet certain productivity standards with regard to the sale
of the Policies and certain other policies issued by Manufacturers U.S.A. or
Manufacturers Life will be eligible for additional compensation.
RESPONSIBILITIES OF MANUFACTURERS LIFE
The Manufacturers Life Insurance Company "Manufacturers Life" and Manufacturers
U.S.A. have entered into an agreement with ManEquity, Inc. pursuant to which
Manufacturers Life or Manufacturers U.S.A., on behalf of ManEquity, Inc. will
pay the sales commissions in respect of the Policies and certain other policies
issued by Manufacturers U.S.A., prepare and maintain all books and records
required to be prepared and maintained by ManEquity, Inc. with respect to the
Policies and such other policies, and send all confirmations required to be sent
by ManEquity, Inc. with respect to the Policies and such other policies.
ManEquity, Inc. will promptly reimburse Manufacturers Life or Manufacturers
U.S.A. for all sales commissions paid by Manufacturers Life or Manufacturers
U.S.A. and will pay Manufacturers Life or Manufacturers U.S.A. for its other
services under the agreement in such amounts and at such times as agreed to by
the parties.
Manufacturers Life has also entered into a Service Agreement with Manufacturers
U.S.A. pursuant to which Manufacturers Life and Manufacturers U.S.A. will
provide to Manufacturers U.S.A. all issue, administrative, general services and
recordkeeping functions on behalf of Manufacturers U.S.A. with respect to all of
its insurance policies including the Policies.
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<PAGE> 43
Finally, Manufacturers U.S.A. may, from time to time in its sole discretion,
enter into one or more reinsurance agreements with other life insurance
companies under which policies issued by it may be reinsured, such that its
total amount at risk under a policy would be limited for the life of the
insured.
VOTING RIGHTS
As stated previously, all of the assets held in the sub-accounts of the Separate
Account will be invested in shares of a particular Portfolio of the Trust.
Manufacturers U.S.A. is the legal owner of those shares and as such has the
right to vote upon certain matters that are required by the 1940 Act to be
approved or ratified by the shareholders of a mutual fund and to vote upon any
other matters that may be voted upon at a shareholders' meeting. However,
Manufacturers U.S.A. will vote shares held in the sub-accounts in accordance
with instructions received from policyowners having an interest in such
sub-accounts. Shares held in each sub-account for which no timely instructions
from policyowners are received, including shares not attributable to the
Policies, will be voted by Manufacturers U.S.A. in the same proportion as those
shares in that sub-account for which instructions are received. Should the
applicable federal securities laws or regulations change so as to permit
Manufacturers U.S.A. to vote shares held in the Separate Account in its own
right, it may elect to do so.
The number of shares in each sub-account for which instructions may be given by
a policyowner is determined by dividing the portion of the Policy Value derived
from participation in that sub-account, if any, by the value of one share of the
corresponding Portfolio. The number will be determined as of a date chosen by
Manufacturers U.S.A., but not more than 90 days before the shareholders'
meeting. Fractional votes are counted. Voting instructions will be solicited in
writing at least 14 days prior to the meeting.
Manufacturers U.S.A. may, if required by state officials, disregard voting
instructions if such instructions would require shares to be voted so as to
cause a change in the sub-classification or investment policies of one or more
of the Portfolios, or to approve or disapprove an investment management
contract. In addition, the Company itself may disregard voting instructions that
would require changes in the investment policies or investment adviser, provided
that Manufacturers U.S.A. reasonably disapproves such changes in accordance with
applicable federal regulations. If Manufacturers U.S.A. does disregard voting
instructions, it will advise policyowners of that action and its reasons for
such action in the next communication to policyowners.
SUBSTITUTION OF PORTFOLIO SHARES
Although we believe it to be unlikely, it is possible that in the judgment of
the management of Manufacturers U.S.A., one or more of the Portfolios may become
unsuitable for investment by the Separate Account because of a change in
investment policy or a change in the applicable laws or regulation, because the
shares are no longer available for investment, or for some other reason. In that
event, Manufacturers U.S.A. may seek to substitute the shares of another
Portfolio or of an entirely different mutual fund. Before this can be done, the
approval of the Commission. and one or more state insurance departments may be
required.
Manufacturers U.S.A. also reserves the right (i) to combine other separate
accounts with the Separate Account, (ii) to create new separate accounts, (iii)
to establish additional sub-accounts within the Separate Account to invest in
additional portfolios of the Trust or another management investment company,
(iv) to eliminate existing sub-accounts and to stop accepting new allocations
and transfers into the corresponding portfolio, (v) to combine sub-accounts or
to transfer assets in one sub-account to another sub-account or (vi) to transfer
assets from the Separate Account to another separate account and from another
separate account to the Separate Account. The Company also reserves the right to
operate the Separate Account as a management investment company or other form
permitted by law, and to de-register the Separate Account under the 1940 Act.
Any such change would be made only if permissible under applicable federal and
state law.
RECORDS AND ACCOUNTS
The Service Office will perform administrative functions, such as decreases,
increases, surrenders and partial withdrawals, and fund transfers on behalf of
the Company.
All records and accounts relating to the Separate Account and the Portfolios
will be maintained by the Company. All financial transactions will be handled by
the Company. All reports required to be made and information required to be
given will be provided by the Company.
STATE REGULATIONS
Manufacturers U.S.A. is subject to the regulation and supervision by the
Michigan Department of Insurance, which periodically examines its financial
condition and operations. It is also subject to the insurance laws and
regulations of all jurisdictions in which it
38
<PAGE> 44
is authorized to do business. The Policies have been filed with insurance
officials, and meet all standards set by law, in each jurisdiction where they
are sold.
Manufacturers U.S.A. is required to submit annual statements of its operations,
including financial statements, to the insurance departments of the various
jurisdictions in which it does business for the purposes of determining solvency
and compliance with local insurance laws and regulations.
LITIGATION
No litigation is pending that would have a material effect upon the Separate
Account or the Trust.
INDEPENDENT AUDITORS
The consolidated financial statements of The Manufacturers Life Insurance
Company (U.S.A.) at December 31, 1999 and 1998, and for each of the three years
in the period ended December 31, 1999, appearing in this Prospectus and
Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing elsewhere herein, and
are included in reliance upon such report given on the authority of such firm
as experts in accounting and auditing.
FURTHER INFORMATION
A registration statement under the Securities Act of 1933 has been filed with
the Commission, relating to the offering described in this prospectus. This
prospectus does not include all the information set forth in the registration
statement. The omitted information may be obtained from the Commission's
principal office in Washington D.C. upon payment of the prescribed fee. The
Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission which is located at http://www.sec.gov.
For further information you may also contact Manufacturers U.S.A.'s Home Office,
the address and telephone number of which are on the first page of the
prospectus.
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Position with
Manufacturers USA
Name Principal Occupation
<S> <C> <C>
Felix Chee (53)*** Executive Vice Executive Vice President & Chief Investment
President and Chief Officer, The Manufacturers Life Insurance
Investment Officer; Company; November 1997 to present; Chief
Director Investment Officer, The Manufacturers Life
Insurance Company, June 1997 to
present, Senior Vice President
and Treasurer, The Manufacturers
Life Insurance Company, August
1994 to May 1997.
Robert A. Cook (45)** Senior Vice Senior Vice President, U.S. Individual
President, U.S. Insurance, The Manufacturers Life Insurance
Insurance; Director Company, January 1999 to present; Vice
President, Product Management,
The Manufacturers Life Insurance
Company, January 1996 to
December 1998; Sales and
Marketing Director, The
Manufacturers Life Insurance
Company, 1994 to 1995.
Richard Coles (54)*** Executive Vice Executive Vice President, Investments, The
President, Manufacturers Life Insurance Company;
Investments December 1998 to present; Senior
Vice President and General
Manager, Investments, The
Manufacturers Life Insurance
Company; 1995 to 1998; Senior
Vice President, Mortgage and
Real Estate, The Manufacturers
Life Insurance Company, 1994 to
1995.
Peter Copestake (45)*** Vice President and Vice President & Treasurer, The
Treasurer Manufacturers Life Insurance Company,
November 1999 to present; Vice
President, Asset Liability
Management, Canadian Imperial
Bank of Commerce (CIBC), 1991 to
1999; Director, Capital Management,
Bank of
</TABLE>
39
<PAGE> 45
<TABLE>
<CAPTION>
Position with
Manufacturers USA
Name Principal Occupation
<S> <C> <C>
Montreal, 1986-1990; Inspector General
of Banks, Department of Finance,
1980-1985.
John D. DesPrez III Chairman and President Executive Vice President, U.S. Operation,
(43)** The Manufacturers Life Insurance Company,
January 1999 to date; Senior
Vice President, U.S. Annuities,
The Manufacturers Life Insurance
Company, September 1996 to
December 1998; President of The
Manufacturers Life Insurance
Company of North America,
September 1996 to December,
1998; Vice President, Mutual
Funds, North American Security
Life Insurance Company,
January 1995 to September 1996.
Cindy Forbes (44)*** Chief Financial Vice President and Chief Financial Officer,
Officer, Investments Investments, The Manufacturers Life
Insurance Company, 1998 to
present; Vice President, Asset
Liability Management, The
Manufacturers Life Insurance
Company, 1994 to 1998; Vice
President and Chief Financial
Officer, U.S. Group and Pension,
The Manufacturers Life Insurance
Company, 1980 to 1994.
James D. Gallagher Vice President, Vice President, US Law and Government
(45)** Secretary and General Relations, U.S. Operations, The
Counsel Manufacturers Life Insurance Company,
January 1996 to present; President, The
Manufacturers Life Insurance Company of New
York, August 1999 to present, Vice
President, Secretary and General Counsel,
The Manufacturers Life Insurance Company of
America, January 1997 to present; Secretary
and General Counsel, Manufacturers Adviser
Corporation, January 1997 to present; Vice
President, Secretary and General Counsel,
The Manufacturers Life Insurance Company of
North America, 1994 to present.
Geoffrey Guy (53)*** Director Executive Vice President and Chief Actuary,
The Manufacturers Life Insurance Company,
February 2000 to present; Senior Vice
President and Chief Actuary, The
Manufacturers Life Insurance Company, 1996
to 2000; Vice President and Chief Actuary,
The Manufacturers Life Insurance Company,
1993 to 1996; Vice President and Chief
Financial Officer, U.S. Operations, The
Manufacturers Life Insurance Company, 1987
to 1993.
James O'Malley (54)*** [Senior Vice Senior Vice President, U.S. Pensions, The
President, U.S. Group Manufacturers Life Insurance Company,
Pension; Director] January 1999 to present; Vice President,
Systems New Business Pensions,
The Manufacturers Life Insurance
Company, 1984 to December 1998.
Joseph J. Pietroski Director Senior Vice President and Corporate
(61)*** Secretary, The Manufacturers Life Insurance
Company, 1999 to present[;] Senior Vice
President, General Counsel and Corporate
Secretary, The Manufacturers Life Insurance
Company, 1988 to 1999
Rex Schaybaugh, Jr. Director Member, Dykema Gossett, PLLC, 1982 to present
(51)****
John Ostler (47)** Vice President# and Vice President and Chief Financial Officer,
Chief Financial U.S. Operations, The Manufacturers Life
Officer Insurance Company, October 1, 2000 to
present; Vice President and
Corporate Actuary, The
Manufacturers Life Insurance
Company, March 1998 to September
2000; Vice President & CFO U.S.
Individual Insurance, The
Manufacturers Life Insurance
Company, 1992 to March 1998;
Vice President, U.S. Insurance
Products, The Manufacturers Life
Insurance Company, 1990 - 1992;
Assistant
</TABLE>
40
<PAGE> 46
<TABLE>
<CAPTION>
Position with
Manufacturers USA
Name Principal Occupation
<S> <C> <C>
Vice President & Pricing Actuary, US Insurance,
The Manufacturers Life Insurance
Company, 1988-1990.
Denis Turner (44)*** Vice President and Vice President and Chief Accountant, U.S.
Treasurer Division, The Manufacturers Life Insurance
Company, May 1999 to present;
Vice President and Treasurer,
The Manufacturers Life Insurance
Company of America, May 1999 to
present; Assistant Vice
President, Financial Operations,
Reinsurance Division, The
Manufacturers Life Insurance
Company, February 1998 to April
1999; Assistant Vice President &
Controller, Reinsurance
Division, The Manufacturers Life
Insurance Company, November
1995, to January 1998, Assistant
Vice President, Corporate
Controllers, The Manufacturers
Life Insurance Company, January
1989 to October 1995.
</TABLE>
** Principal business address is Manulife Financial, 73 Tremont Street,
Boston, MA 02108.
*** Principal business address is Manulife Financial, 200 Bloor Street,
Toronto, Ontario Canada M4W 1E5.
**** Principal business address is Dykema Gossett, 800 Michigan National Tower,
Lansing, Michigan 48933.
YEAR 2000 ISSUES
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. Although the change in date has occurred, it is not possible to conclude
that all aspects of the Year 2000 Issue that may affect us, including those
related to customers, suppliers, or other third parties, have been fully
resolved.
OPTIONAL TERM RIDER
The Policy may be issued with an optional term insurance rider (the "Term
Rider"). The benefit of the term rider is that the cost of insurance rates will
always be less than or equal to the cost of insurance rates on the Policy.
HOWEVER, UNLIKE THE DEATH BENEFIT UNDER THE POLICY, THE DEATH BENEFIT UNDER THE
TERM RIDER IS NOT PROTECTED BY THE NO LAPSE GUARANTEE AFTER THE SECOND POLICY
YEAR AND TERMINATES AT AGE 100.
ILLUSTRATIONS
The tables set forth in Appendix A illustrate the way in which a Policy's Death
Benefit, Policy Value, and Cash Surrender Value could vary over an extended
period of time.
41
<PAGE> 47
APPENDIX A - SAMPLE ILLUSTRATIONS OF POLICY VALUES, CASH SURRENDER VALUES AND
DEATH BENEFITS
The following tables have been prepared to help show how values under the Policy
change with investment performance. The tables include both Policy Values and
Cash Surrender Values as well as Death Benefits. The Policy Value is the sum of
the values in the Investment Accounts, as the tables assume no values in the
Fixed Account or Loan Account. The Cash Surrender Value is the Policy Value less
any applicable surrender charges. The tables illustrate how Policy Values and
Cash Surrender Values, which reflect all applicable charges and deductions, and
Death Benefits of the Policy on an insured of given age would vary over time if
the return on the assets of the Portfolios was a uniform, gross, after-tax,
annual rate of 0%, 6% or 12%. The Policy Values, Death Benefits and Cash
Surrender Values would be different from those shown if the returns averaged 0%,
6% or 12%, but fluctuated over and under those averages throughout the years.
The charges reflected in the tables include those for deductions from premiums,
surrender charges, and monthly deductions.
The amounts shown for the Policy Value, Death Benefit and Cash Surrender Value
as of each Policy Year reflect the fact that the net investment return on the
assets held in the sub-accounts is lower than the gross, after-tax return. This
is because the expenses and fees borne by Manufacturers Investment Trust are
deducted from the gross return. The illustrations reflect an average of those
Portfolios' current expenses (excluding those of the Equity Index Trust), which
is approximately 0.945% per annum. The gross annual rates of return of 0%, 6%
and 12% correspond to approximate net annual rates of return of -0.941%, 5.0003%
and 10.947%. The illustrations reflect the current expense reimbursements in
effect for the Lifestyle Trusts and the Index Trusts. In the absence of such
expense reimbursements, the average of the Portfolio's current expenses would
have been 0.950% per annum and the gross annual rates of return of 0%, 6% and
12% would have corresponded to approximate net annual rates of return of
-0.946%, 4.998% and 10.941%. The expense reimbursements for the Lifestyle Trusts
and the Index Trusts are expected to remain in effect during the fiscal year
ended December 31, 2000. Were the expense reimbursements to terminate, the
average of the Portfolios' current expenses would be higher and the approximate
net annual rates of return would be lower.
The tables assume that no premiums have been allocated to the Fixed Account,
that planned premiums are paid on the Policy Anniversary and that no transfers,
partial withdrawals, Policy loans, changes in death benefit options or changes
in face amount have been made. The tables reflect the fact that no charges for
federal, state or local taxes are currently made against the Separate Account.
If such a charge is made in the future, it would take a higher gross rate of
return to produce after-tax returns of 0%, 6% and 12% than it does now.
There are four tables shown for each combination of age and death benefit option
for a Policy issued to a male non-smoker:
20 Year No Lapse Guarantee
- one based on current cost of insurance charges assessed by the Company and
reflecting a 20 year no lapse guarantee
- one based on the maximum cost of insurance charges based on the 1980
Commissioners Smoker Distinct Mortality Tables and reflecting a 20 year no
lapse guarantee.
Current cost of insurance charges are not guaranteed and may be changed. Upon
request, Manufacturers U.S.A. will furnish a comparable illustration based on
the proposed life insured's issue age, sex (unless unisex rates are required by
law, or are requested) and risk classes, any additional ratings and the death
benefit option, face amount and planned premium requested. Illustrations for
smokers would show less favorable results than the illustrations shown below.
From time to time, in advertisements or sales literature for the Policies that
quote performance data of one or more of the Portfolios, the Company may include
Cash Surrender Values and Death Benefit figures computed using the same
methodology as that used in the following illustrations, but with the average
annual total return of the Portfolio for which performance data is shown in the
advertisement replacing the hypothetical rates of return shown in the following
tables. This information may be shown in the form of graphs, charts, tables and
examples.
The Policies have been offered to the public only since approximately ______.
However, total return data may be advertised for as long a period of time as the
underlying Portfolio has been in existence. The results for any period prior to
the Policies' being offered would be calculated as if the Policies had been
offered during that period of time, with all charges assumed to be those
applicable to the Policies.
A-1
<PAGE> 48
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE NON-SMOKER ISSUE AGE 35 (STANDARD)
$500,000 FACE AMOUNT DEATH BENEFIT OPTION 1
$2,260 ANNUAL PLANNED PREMIUM
ASSUMING CURRENT CHARGES
<TABLE>
<CAPTION>
0% Hypothetical 6% Hypothetical 12% Hypothetical
Gross Investment Return Gross Investment Return Gross Investment Return
------------------------------- -------------------------------- --------------------------------
End Of Accumulated Policy Cash Death Policy Cash Death Policy Cash Death
Policy Premiums (2) Value Surrender Benefit Value Surrender Benefit Value Surrender Benefit
Year (1) Value (3) Value (3) Value (3)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,373 1,018 0 500,000 1,109 0 500,000 1,200 0 500,000
2 4,865 2,200 0 500,000 2,451 0 500,000 2,714 0 500,000
3 7,481 3,335 0 500,000 3,822 0 500,000 4,353 168 500,000
4 10,228 4,403 809 500,000 5,202 1,608 500,000 6,108 2,514 500,000
5 13,112 5,424 2,421 500,000 6,612 3,609 500,000 8,012 5,008 500,000
6 16,141 6,374 3,962 500,000 8,026 5,613 500,000 10,052 7,640 500,000
7 19,321 7,255 5,433 500,000 9,446 7,624 500,000 12,245 10,424 500,000
8 22,660 8,089 6,858 500,000 10,893 9,662 500,000 14,629 13,398 500,000
9 26,166 8,916 8,276 500,000 12,411 11,771 500,000 17,266 16,626 500,000
10 29,847 9,731 9,681 500,000 13,995 13,946 500,000 20,174 20,125 500,000
15 51,206 12,928 12,928 500,000 22,498 22,498 500,000 39,727 39,727 500,000
20 78,466 13,809 13,809 500,000 30,887 30,887 500,000 69,878 69,878 500,000
25 113,256 10,995 10,995 500,000 37,666 37,666 500,000 116,829 116,829 500,000
30 157,659 1,259 1,259 500,000 38,903 38,903 500,000 190,188 190,188 500,000
35 214,330 0 (4) 0 (4) 0 (4) 27,192 27,192 500,000 308,466 308,466 500,000
40 286,658 0 (4) 0 (4) 0 (4) 511,432 511,432 547,232
45 378,968 854,848 854,848 897,591
50 496,783 1,411,206 1,411,206 1,481,766
55 647,147 2,300,146 2,300,146 2,415,154
60 839,054 3,754,516 3,754,516 3,792,061
65 1,083,982 6,246,539 6,246,539 6,246,539
</TABLE>
(1) All values shown are as of the end of the policy year indicated, have
been rounded to the nearest dollar, and assume that (a) premiums paid
after the initial premium are received on the policy anniversary, (b)
no policy loan has been made, (c) no partial withdrawal of the Cash
Surrender Value has been made and (d) no premiums have been allocated
to the Fixed Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the No Lapse Guarantee Cumulative Premium Test has been and
continues to be met, the No Lapse Guarantee will keep the Policy in
force until the end of the first 20 Policy Years. Provided the Death
Benefit Guarantee Cumulative Premium Test has been and continues to be
met, the Death Benefit Guarantee will keep the Policy in force until
age 100.
(4) In the absence of additional premium payments, the Policy will lapse.
The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only and should not be deemed a
representation of past or future results. Actual investment returns may be more
or less than those shown and will depend on a number of factors, including the
investment allocation made by the policyowner, and the investment returns for
the funds of Manufacturers Investment Trust. The policy value, cash surrender
value and death benefit for a policy would be different from those shown if
actual rates of investment return averaged the rate shown above over a period of
years, but also fluctuated above or below that average for individual policy
years. No representations can be made that these hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
A-2
<PAGE> 49
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE NON-SMOKER ISSUE AGE 35 (STANDARD)
$500,000 FACE AMOUNT DEATH BENEFIT OPTION 1
$2,260 ANNUAL PLANNED PREMIUM
ASSUMING MAXIMUM CHARGES
<TABLE>
<CAPTION>
0% Hypothetical 6% Hypothetical 12% Hypothetical
Gross Investment Return Gross Investment Return Gross Investment Return
------------------------------- -------------------------------- --------------------------------
End Of Accumulated Policy Cash Death Policy Cash Death Policy Cash Death
Policy Premiums (2) Value Surrender Benefit Value Surrender Benefit Value Surrender Benefit
Year (1) Value (3) Value (3) Value (3)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,373 1,018 0 500,000 1,109 0 500,000 1,200 0 500,000
2 4,865 2,028 0 500,000 2,274 0 500,000 2,531 0 500,000
3 7,481 2,969 0 500,000 3,434 0 500,000 3,943 0 500,000
4 10,228 3,836 242 500,000 4,585 991 500,000 5,437 1,843 500,000
5 13,112 4,623 1,619 500,000 5,716 2,713 500,000 7,013 4,010 500,000
6 16,141 5,324 2,911 500,000 6,822 4,410 500,000 8,675 6,263 500,000
7 19,321 5,927 4,105 500,000 7,887 6,066 500,000 10,416 8,595 500,000
8 22,660 6,434 5,203 500,000 8,910 7,679 500,000 12,246 11,015 500,000
9 26,166 6,831 6,191 500,000 9,873 9,233 500,000 14,159 13,519 500,000
10 29,847 7,120 7,071 500,000 10,775 10,725 500,000 16,164 16,115 500,000
15 51,206 7,047 7,047 500,000 14,525 14,525 500,000 28,627 28,627 500,000
20 78,466 2,079 2,079 500,000 13,843 13,843 500,000 43,697 43,697 500,000
25 113,256 0 (4) 0 (4) 0 (4) 2,880 2,880 500,000 58,893 58,893 500,000
30 157,659 0 (4) 0 (4) 0 (4) 68,123 68,123 500,000
35 214,330 54,376 54,376 500,000
40 286,658 0 (4) 0 (4) 0 (4)
</TABLE>
(1) All values shown are as of the end of the policy year indicated, have
been rounded to the nearest dollar, and assume that (a) premiums paid
after the initial premium are received on the policy anniversary, (b)
no policy loan has been made, (c) no partial withdrawal of the Cash
Surrender Value has been made and (d) no premiums have been allocated
to the Fixed Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the No Lapse Guarantee Cumulative Premium Test has been and
continues to be met, the No Lapse Guarantee will keep the Policy in
force until the end of the first 20 Policy Years. Provided the Death
Benefit Guarantee Cumulative Premium Test has been and continues to be
met, the Death Benefit Guarantee will keep the Policy in force until
age 100.
(4) In the absence of additional premium payments, the Policy will lapse.
The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only and should not be deemed a
representation of past or future results. Actual investment returns may be more
or less than those shown and will depend on a number of factors, including the
investment allocation made by the policyowner, and the investment returns for
the funds of Manufacturers Investment Trust. The policy value, cash surrender
value and death benefit for a policy would be different from those shown if
actual rates of investment return averaged the rate shown above over a period of
years, but also fluctuated above or below that average for individual policy
years. No representations can be made that these hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
A-3
<PAGE> 50
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE NON-SMOKER ISSUE AGE 35 (STANDARD)
$500,000 FACE AMOUNT DEATH BENEFIT OPTION 2
$3,070 ANNUAL PLANNED PREMIUM
ASSUMING CURRENT CHARGES
<TABLE>
<CAPTION>
0% Hypothetical 6% Hypothetical 12% Hypothetical
Gross Investment Return Gross Investment Return Gross Investment Return
------------------------------- -------------------------------- --------------------------------
End Of Accumulated Policy Cash Death Policy Cash Death Policy Cash Death
Policy Premiums (2) Value Surrender Benefit Value Surrender Benefit Value Surrender Benefit
Year (1) Value (3) Value (3) Value (3)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3,224 1,760 0 501,760 1,895 0 501,895 2,031 0 502,031
2 6,608 3,669 0 503,669 4,055 0 504,055 4,457 0 504,457
3 10,162 5,517 874 505,517 6,276 1,632 506,276 7,098 2,455 507,098
4 13,894 7,285 3,297 507,285 8,539 4,550 508,539 9,954 5,966 509,954
5 17,812 8,992 5,659 508,992 10,865 7,533 510,865 13,066 9,733 513,066
6 21,926 10,613 7,936 510,613 13,232 10,555 513,232 16,432 13,755 516,432
7 26,246 12,152 10,131 512,152 15,641 13,620 515,641 20,080 18,058 520,080
8 30,782 13,631 12,265 513,631 18,116 16,751 518,116 24,059 22,694 524,059
9 35,544 15,091 14,381 515,091 20,703 19,992 520,703 28,449 27,739 528,449
10 40,545 16,525 16,470 516,525 23,396 23,342 523,396 33,281 33,227 533,281
15 69,558 22,942 22,942 522,942 38,575 38,575 538,575 66,352 66,352 566,352
20 106,588 26,768 26,768 526,768 55,120 55,120 555,120 118,237 118,237 618,237
25 153,848 26,640 26,640 526,640 71,726 71,726 571,726 199,536 199,536 699,536
30 214,166 19,483 19,483 519,483 84,587 84,587 584,587 325,248 325,248 825,248
35 291,148 485 485 500,485 86,747 86,747 586,747 517,847 517,847 1,017,847
40 389,398 0 (4) 0 (4) 0 (4) 64,517 64,517 564,517 808,989 808,989 1,308,989
45 514,793 0 (4) 0 (4) 0 (4) 1,243,894 1,243,894 1,743,894
50 674,833 1,888,707 1,888,707 2,388,707
55 879,089 2,844,159 2,844,159 3,344,159
60 1,139,777 4,280,928 4,280,928 4,780,928
65 1,472,488 6,481,494 6,481,494 6,981,494
</TABLE>
(1) All values shown are as of the end of the policy year indicated, have
been rounded to the nearest dollar, and assume that (a) premiums paid
after the initial premium are received on the policy anniversary, (b)
no policy loan has been made, (c) no partial withdrawal of the Cash
Surrender Value has been made and (d) no premiums have been allocated
to the Fixed Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the No Lapse Guarantee Cumulative Premium Test has been and
continues to be met, the No Lapse Guarantee will keep the Policy in
force until the end of the first 20 Policy Years. Provided the Death
Benefit Guarantee Cumulative Premium Test has been and continues to be
met, the Death Benefit Guarantee will keep the Policy in force until
age 100.
(4) In the absence of additional premium payments, the Policy will lapse.
The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only and should not be deemed a
representation of past or future results. Actual investment returns may be more
or less than those shown and will depend on a number of factors, including the
investment allocation made by the policyowner, and the investment returns for
the funds of Manufacturers Investment Trust. The policy value, cash surrender
value and death benefit for a policy would be different from those shown if
actual rates of investment return averaged the rate shown above over a period of
years, but also fluctuated above or below that average for individual policy
years. No representations can be made that these hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
A-4
<PAGE> 51
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE NON-SMOKER ISSUE AGE 35 (STANDARD)
$500,000 FACE AMOUNT DEATH BENEFIT OPTION 2
$3,070 ANNUAL PLANNED PREMIUM
ASSUMING MAXIMUM CHARGES
<TABLE>
<CAPTION>
0% Hypothetical 6% Hypothetical 12% Hypothetical
Gross Investment Return Gross Investment Return Gross Investment Return
------------------------------- -------------------------------- --------------------------------
End Of Accumulated Policy Cash Death Policy Cash Death Policy Cash Death
Policy Premiums (2) Value Surrender Benefit Value Surrender Benefit Value Surrender Benefit
Year (1) Value (3) Value (3) Value (3)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3,224 1,760 0 501,760 1,895 0 501,895 2,031 0 502,031
2 6,608 3,497 0 503,497 3,876 0 503,876 4,274 0 504,274
3 10,162 5,150 506 505,150 5,886 1,242 505,886 6,686 2,042 506,686
4 13,894 6,716 2,728 506,716 7,918 3,930 507,918 9,279 5,291 509,279
5 17,812 8,186 4,854 508,186 9,965 6,632 509,965 12,060 8,728 512,060
6 21,926 9,558 6,881 509,558 12,021 9,344 512,021 15,044 12,367 515,044
7 26,246 10,817 8,796 510,817 14,073 12,051 514,073 18,236 16,214 518,236
8 30,782 11,967 10,601 511,967 16,119 14,753 516,119 21,655 20,289 521,655
9 35,544 12,993 12,283 512,993 18,144 17,434 518,144 25,310 24,600 525,310
10 40,545 13,898 13,843 513,898 20,148 20,093 520,148 29,225 29,170 529,225
15 69,558 17,040 17,040 517,040 30,533 30,533 530,533 55,078 55,078 555,078
20 106,588 15,091 15,091 515,091 37,998 37,998 537,998 91,556 91,556 591,556
25 153,848 4,436 4,436 504,436 37,281 37,281 537,281 140,495 140,495 640,495
30 214,166 0 (4) 0 (4) 0 (4) 19,526 19,526 519,526 202,431 202,431 702,431
35 291,148 0 (4) 0 (4) 0 (4) 271,896 271,896 771,896
40 389,398 332,303 332,303 832,303
45 514,793 340,674 340,674 840,674
50 674,833 220,916 220,916 720,916
55 879,089 0 (4) 0 (4) 0 (4)
</TABLE>
(1) All values shown are as of the end of the policy year indicated, have
been rounded to the nearest dollar, and assume that (a) premiums paid
after the initial premium are received on the policy anniversary, (b)
no policy loan has been made, (c) no partial withdrawal of the Cash
Surrender Value has been made and (d) no premiums have been allocated
to the Fixed Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the No Lapse Guarantee Cumulative Premium Test has been and
continues to be met, the No Lapse Guarantee will keep the Policy in
force until the end of the first 20 Policy Years. Provided the Death
Benefit Guarantee Cumulative Premium Test has been and continues to be
met, the Death Benefit Guarantee will keep the Policy in force until
age 100.
(4) In the absence of additional premium payments, the Policy will lapse.
The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only and should not be deemed a
representation of past or future results. Actual investment returns may be more
or less than those shown and will depend on a number of factors, including the
investment allocation made by the policyowner, and the investment returns for
the funds of Manufacturers Investment Trust. The policy value, cash surrender
value and death benefit for a policy would be different from those shown if
actual rates of investment return averaged the rate shown above over a period of
years, but also fluctuated above or below that average for individual policy
years. No representations can be made that these hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
A-5
<PAGE> 52
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE NON-SMOKER ISSUE AGE 55 (STANDARD)
$500,000 FACE AMOUNT DEATH BENEFIT OPTION 1
$7,940 ANNUAL PLANNED PREMIUM
ASSUMING CURRENT CHARGES
<TABLE>
<CAPTION>
0% Hypothetical 6% Hypothetical 12% Hypothetical
Gross Investment Return Gross Investment Return Gross Investment Return
------------------------------- -------------------------------- --------------------------------
End Of Accumulated Policy Cash Death Policy Cash Death Policy Cash Death
Policy Premiums (2) Value Surrender Benefit Value Surrender Benefit Value Surrender Benefit
Year (1) Value (3) Value (3) Value (3)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 8,337 4,230 0 500,000 4,570 0 500,000 4,912 0 500,000
2 17,091 8,257 0 500,000 9,200 751 500,000 10,187 1,738 500,000
3 26,282 12,225 4,822 500,000 14,039 6,636 500,000 16,016 8,612 500,000
4 35,934 15,967 9,609 500,000 18,925 12,566 500,000 22,280 15,922 500,000
5 46,067 19,663 14,350 500,000 24,043 18,730 500,000 29,216 23,903 500,000
6 56,708 23,066 18,798 500,000 29,152 24,884 500,000 36,640 32,372 500,000
7 67,880 26,199 22,976 500,000 34,274 31,051 500,000 44,631 41,408 500,000
8 79,611 29,143 26,965 500,000 39,491 37,313 500,000 53,335 51,157 500,000
9 91,928 31,973 30,840 500,000 44,883 43,751 500,000 62,909 61,777 500,000
10 104,862 34,727 34,640 500,000 50,498 50,411 500,000 73,488 73,401 500,000
15 179,900 41,412 41,412 500,000 77,041 77,041 500,000 142,408 142,408 500,000
20 275,671 29,986 29,986 500,000 93,974 93,974 500,000 247,979 247,979 500,000
25 397,901 0 (4) 0 (4) 0 (4) 84,246 84,246 500,000 426,004 426,004 500,000
30 553,901 7,898 7,898 500,000 746,225 746,225 783,536
35 753,000 0 (4) 0 (4) 0 (4) 1,260,425 1,260,425 1,323,446
40 1,007,108 2,099,829 2,099,829 2,120,827
45 1,331,420 3,537,116 3,537,116 3,537,116
</TABLE>
(1) All values shown are as of the end of the policy year indicated, have
been rounded to the nearest dollar, and assume that (a) premiums paid
after the initial premium are received on the policy anniversary, (b)
no policy loan has been made, (c) no partial withdrawal of the Cash
Surrender Value has been made and (d) no premiums have been allocated
to the Fixed Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the No Lapse Guarantee Cumulative Premium Test has been and
continues to be met, the No Lapse Guarantee will keep the Policy in
force until the end of the first 20 Policy Years. Provided the Death
Benefit Guarantee Cumulative Premium Test has been and continues to be
met, the Death Benefit Guarantee will keep the Policy in force until
age 100.
(4) In the absence of additional premium payments, the Policy will lapse.
The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only and should not be deemed a
representation of past or future results. Actual investment returns may be more
or less than those shown and will depend on a number of factors, including the
investment allocation made by the policyowner, and the investment returns for
the funds of Manufacturers Investment Trust. The policy value, cash surrender
value and death benefit for a policy would be different from those shown if
actual rates of investment return averaged the rate shown above over a period of
years, but also fluctuated above or below that average for individual policy
years. No representations can be made that these hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
A-6
<PAGE> 53
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE NON-SMOKER ISSUE AGE 55 (STANDARD)
$500,000 FACE AMOUNT DEATH BENEFIT OPTION 1
$7,940 ANNUAL PLANNED PREMIUM
ASSUMING MAXIMUM CHARGES
<TABLE>
<CAPTION>
0% Hypothetical 6% Hypothetical 12% Hypothetical
Gross Investment Return Gross Investment Return Gross Investment Return
------------------------------- -------------------------------- --------------------------------
End Of Accumulated Policy Cash Death Policy Cash Death Policy Cash Death
Policy Premiums (2) Value Surrender Benefit Value Surrender Benefit Value Surrender Benefit
Year (1) Value (3) Value (3) Value (3)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 8,337 4,230 0 500,000 4,570 0 500,000 4,912 0 500,000
2 17,091 7,086 0 500,000 7,993 0 500,000 8,945 496 500,000
3 26,282 9,502 2,098 500,000 11,162 3,758 500,000 12,983 5,580 500,000
4 35,934 11,450 5,092 500,000 14,035 7,676 500,000 16,999 10,640 500,000
5 46,067 12,880 7,567 500,000 16,541 11,228 500,000 20,937 15,624 500,000
6 56,708 13,740 9,472 500,000 18,609 14,341 500,000 24,737 20,469 500,000
7 67,880 13,973 10,750 500,000 20,154 16,931 500,000 28,328 25,106 500,000
8 79,611 13,492 11,315 500,000 21,062 18,885 500,000 31,607 29,429 500,000
9 91,928 12,198 11,066 500,000 21,198 20,066 500,000 34,442 33,310 500,000
10 104,862 9,979 9,892 500,000 20,406 20,318 500,000 36,684 36,597 500,000
15 179,900 0 0 500,000 0 0 500,000 35,893 35,893 500,000
20 275,671 0 0 500,000 0 0 500,000 0 0 500,000
25 397,901 0 (4) 0 (4) 0 (4) 0 (4) 0 (4) 0 (4) 0 (4) 0 (4) 0 (4)
</TABLE>
(1) All values shown are as of the end of the policy year indicated, have
been rounded to the nearest dollar, and assume that (a) premiums paid
after the initial premium are received on the policy anniversary, (b)
no policy loan has been made, (c) no partial withdrawal of the Cash
Surrender Value has been made and (d) no premiums have been allocated
to the Fixed Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the No Lapse Guarantee Cumulative Premium Test has been and
continues to be met, the No Lapse Guarantee will keep the Policy in
force until the end of the first 20 Policy Years. Provided the Death
Benefit Guarantee Cumulative Premium Test has been and continues to be
met, the Death Benefit Guarantee will keep the Policy in force until
age 100.
(4) In the absence of additional premium payments, the Policy will lapse.
The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only and should not be deemed a
representation of past or future results. Actual investment returns may be more
or less than those shown and will depend on a number of factors, including the
investment allocation made by the policyowner, and the investment returns for
the funds of Manufacturers Investment Trust. The policy value, cash surrender
value and death benefit for a policy would be different from those shown if
actual rates of investment return averaged the rate shown above over a period of
years, but also fluctuated above or below that average for individual policy
years. No representations can be made that these hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
A-7
<PAGE> 54
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE NON-SMOKER ISSUE AGE 55 (STANDARD)
$500,000 FACE AMOUNT DEATH BENEFIT OPTION 2
$11,575 ANNUAL PLANNED PREMIUM
ASSUMING CURRENT CHARGES
<TABLE>
<CAPTION>
0% Hypothetical 6% Hypothetical 12% Hypothetical
Gross Investment Return Gross Investment Return Gross Investment Return
------------------------------- -------------------------------- --------------------------------
End Of Accumulated Policy Cash Death Policy Cash Death Policy Cash Death
Policy Premiums (2) Value Surrender Benefit Value Surrender Benefit Value Surrender Benefit
Year (1) Value (3) Value (3) Value (3)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12,154 7,537 0 507,537 8,075 0 508,075 8,615 0 508,615
2 24,915 14,785 3,986 514,785 16,324 5,525 516,324 17,930 7,131 517,930
3 38,315 21,896 12,433 521,896 24,905 15,442 524,905 28,171 18,708 528,171
4 52,384 28,697 20,570 528,697 33,651 25,523 533,651 39,245 31,118 539,245
5 67,157 35,375 28,584 535,375 42,757 35,966 542,757 51,431 44,639 551,431
6 82,669 41,674 36,219 541,674 51,972 46,516 551,972 64,565 59,109 564,565
7 98,956 47,616 43,497 547,616 61,316 57,197 561,316 78,761 74,641 578,761
8 116,057 53,288 50,505 553,288 70,879 68,096 570,879 94,212 91,429 594,212
9 134,014 58,771 57,324 558,771 80,749 79,301 580,749 111,126 109,679 611,126
10 152,869 64,107 63,996 564,107 90,977 90,866 590,977 129,693 129,582 629,693
15 262,260 83,402 83,402 583,402 143,530 143,530 643,530 251,090 251,090 751,090
20 401,875 82,471 82,471 582,471 187,758 187,758 687,758 427,280 427,280 927,280
25 580,063 47,418 47,418 547,418 204,383 204,383 704,383 675,017 675,017 1,175,017
30 807,481 0 (4) 0 (4) 0 (4) 161,799 161,799 661,799 1,013,245 1,013,245 1,513,245
35 1,097,730 5,282 5,282 505,282 1,456,809 1,456,809 1,956,809
40 1,468,170 0 (4) 0 (4) 0 (4) 2,022,861 2,022,861 2,522,861
45 1,940,956 2,765,322 2,765,322 3,265,322
</TABLE>
(1) All values shown are as of the end of the policy year indicated, have
been rounded to the nearest dollar, and assume that (a) premiums paid
after the initial premium are received on the policy anniversary, (b)
no policy loan has been made, (c) no partial withdrawal of the Cash
Surrender Value has been made and (d) no premiums have been allocated
to the Fixed Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the No Lapse Guarantee Cumulative Premium Test has been and
continues to be met, the No Lapse Guarantee will keep the Policy in
force until the end of the first 20 Policy Years. Provided the Death
Benefit Guarantee Cumulative Premium Test has been and continues to be
met, the Death Benefit Guarantee will keep the Policy in force until
age 100.
(4) In the absence of additional premium payments, the Policy will lapse.
The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only and should not be deemed a
representation of past or future results. Actual investment returns may be more
or less than those shown and will depend on a number of factors, including the
investment allocation made by the policyowner, and the investment returns for
the funds of Manufacturers Investment Trust. The policy value, cash surrender
value and death benefit for a policy would be different from those shown if
actual rates of investment return averaged the rate shown above over a period of
years, but also fluctuated above or below that average for individual policy
years. No representations can be made that these hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
A-8
<PAGE> 55
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE NON-SMOKER ISSUE AGE 55 (STANDARD)
$500,000 FACE AMOUNT DEATH BENEFIT OPTION 2
$11,575 ANNUAL PLANNED PREMIUM
ASSUMING MAXIMUM CHARGES
<TABLE>
<CAPTION>
0% Hypothetical 6% Hypothetical 12% Hypothetical
Gross Investment Return Gross Investment Return Gross Investment Return
------------------------------- -------------------------------- --------------------------------
End Of Accumulated Policy Cash Death Policy Cash Death Policy Cash Death
Policy Premiums (2) Value Surrender Benefit Value Surrender Benefit Value Surrender Benefit
Year (1) Value (3) Value (3) Value (3)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12,154 7,537 0 507,537 8,075 0 508,075 8,615 0 508,615
2 24,915 13,597 2,797 513,597 15,097 4,298 515,097 16,666 5,867 516,666
3 38,315 19,129 9,666 519,129 21,977 12,514 521,977 25,079 15,615 525,079
4 52,384 24,109 15,982 524,109 28,672 20,545 528,672 33,854 25,726 533,854
5 67,157 28,487 21,695 528,487 35,114 28,323 535,114 42,964 36,173 542,964
6 82,669 32,212 26,757 532,212 41,231 35,775 541,231 52,382 46,926 552,382
7 98,956 35,233 31,114 535,233 46,943 42,823 546,943 62,068 57,949 562,068
8 116,057 37,471 34,688 537,471 52,140 49,357 552,140 71,957 69,173 571,957
9 134,014 38,837 37,390 538,837 56,695 55,248 556,695 81,957 80,510 581,957
10 152,869 39,236 39,124 539,236 60,468 60,357 560,468 91,965 91,853 591,965
15 262,260 26,769 26,769 526,769 66,908 66,908 566,908 144,650 144,650 644,650
20 401,875 0 0 500,000 27,094 27,094 527,094 177,202 177,202 677,202
25 580,063 0 (4) 0 (4) 0 (4) 0 (4) 0 (4) 0 (4) 139,331 139,331 639,331
30 807,481 0 (4) 0 (4) 0 (4)
</TABLE>
(1) All values shown are as of the end of the policy year indicated, have
been rounded to the nearest dollar, and assume that (a) premiums paid
after the initial premium are received on the policy anniversary, (b)
no policy loan has been made, (c) no partial withdrawal of the Cash
Surrender Value has been made and (d) no premiums have been allocated
to the Fixed Account.
(2) Assumes net interest of 5% compounded annually.
(3) Provided the No Lapse Guarantee Cumulative Premium Test has been and
continues to be met, the No Lapse Guarantee will keep the Policy in
force until the end of the first 20 Policy Years. Provided the Death
Benefit Guarantee Cumulative Premium Test has been and continues to be
met, the Death Benefit Guarantee will keep the Policy in force until
age 100.
(4) In the absence of additional premium payments, the Policy will lapse.
The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only and should not be deemed a
representation of past or future results. Actual investment returns may be more
or less than those shown and will depend on a number of factors, including the
investment allocation made by the policyowner, and the investment returns for
the funds of Manufacturers Investment Trust. The policy value, cash surrender
value and death benefit for a policy would be different from those shown if
actual rates of investment return averaged the rate shown above over a period of
years, but also fluctuated above or below that average for individual policy
years. No representations can be made that these hypothetical rates of return
can be achieved for any one year or sustained over any period of time.
A-9
<PAGE> 56
APPENDIX B
Financial Statements
AUDITED CONSOLIDATED
FINANCIAL STATEMENTS
THE MANUFACTURERS LIFE
INSURANCE COMPANY (U.S.A)
Years ended December 31, 1999, 1998 and 1997
<PAGE> 57
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
CONTENTS
REPORT OF INDEPENDENT AUDITORS........................................... 1
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS......................................... 2
CONSOLIDATED STATEMENTS OF INCOME................................... 3
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS........... 4
CONSOLIDATED STATEMENTS OF CASH FLOWS............................... 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.......................... 6
<PAGE> 58
REPORT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A)
We have audited the accompanying consolidated balance sheets of The
Manufacturers Life Insurance Company (U.S.A) as of December 31, 1999 and 1998,
and the related consolidated statements of income, changes in capital and
surplus and cash flows for each of the three years in the period ended December
31, 1999. 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 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 consolidated financial position of The Manufacturers
Life Insurance Company (U.S.A.) at December 31, 1999 and 1998, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States.
PHILADELPHIA, PENNSYLVANIA ERNST & YOUNG LLP
OCTOBER 1, 2000
B-1
<PAGE> 59
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
As at December 31
ASSETS ($ millions) 1999 1998
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENTS:
Securities available-for-sale, at fair value:
Fixed maturity (amortized cost: 1999 $9,561;1998 $9,193) $ 9,358 $ 9,969
Equity (cost: 1999 $622;1998 $491) 1,106 701
Mortgage loans 1,622 1,739
Real estate 1,027 859
Policy loans 1,843 1,709
Short-term investments 284 33
---------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS $ 15,240 $ 15,010
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents $ 131 $ 82
Deferred acquisition costs 1,631 1,078
Deferred income taxes 151 375
Due from affiliates 504 476
Amount recoverable from reinsurers 679 858
Other assets 882 421
Separate account assets 27,329 19,673
---------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 46,547 $ 37,973
---------------------------------------------------------------------------------------------------------------------
LIABILITIES, CAPITAL AND SURPLUS ($ millions)
---------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Policyholder liabilities and accruals $ 15,894 $ 15,786
Note payable 200 200
Other liabilities 1,001 495
Separate account liabilities 27,329 19,641
---------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES $ 44,424 $ 36,122
---------------------------------------------------------------------------------------------------------------------
CAPITAL AND SURPLUS:
Capital stock $ 5 $ 5
Retained earnings 1,990 1,697
Accumulated other comprehensive income 128 149
---------------------------------------------------------------------------------------------------------------------
TOTAL CAPITAL AND SURPLUS $ 2,123 $ 1,851
---------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES, CAPITAL AND SURPLUS $ 46,547 $ 37,973
---------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
B-2
<PAGE> 60
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
($ millions) 1999 1998 1997
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUE:
Premiums $ 881 $ 848 $ 869
Fee income 746 584 492
Net investment income 1,121 1,100 1,078
Realized investment gains 27 51 140
Other 5 5 3
----------------------------------------------------------------------------------------------------------------------------
TOTAL REVENUE $2,780 $2,588 $2,582
----------------------------------------------------------------------------------------------------------------------------
BENEFITS AND EXPENSES:
Policyholder benefits and claims $1,412 $1,570 $1,533
Operating expenses and commissions 494 389 401
Amortization of deferred acquisition costs 40 113 263
Interest expense 25 14 13
Policyholder dividends 323 265 222
Minority interest expense 16 15 11
----------------------------------------------------------------------------------------------------------------------------
TOTAL BENEFITS AND EXPENSES $2,310 $2,366 $2,443
----------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 470 222 139
----------------------------------------------------------------------------------------------------------------------------
INCOME TAXES 177 82 52
----------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 293 $ 140 $ 87
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
B-3
<PAGE> 61
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
<TABLE>
<CAPTION>
ACCUMULATED
OTHER TOTAL
FOR THE YEARS ENDED DECEMBER 31 CAPITAL RETAINED COMPREHENSIVE CAPITAL AND
($ thousands) STOCK EARNINGS INCOME SURPLUS
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1996 $ 5 $1,820 $ 119 $ 1,944
Comprehensive income - 87 9 96
Dividend to shareholder - (200) - (200)
-----------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1997 $ 5 $1,707 $ 128 $ 1,840
Comprehensive income - 140 21 161
Dividend to shareholder - (150) - (150)
-----------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 $ 5 $1,697 $ 149 $ 1,851
Comprehensive income - 293 (21) 272
-----------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999 $ 5 $1,990 $ 128 $ 2,123
-----------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
B-4
<PAGE> 62
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
($ millions) 1999 1998 1997
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 293 $ 140 $ 87
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Additions to policyholder liabilities and accruals 404 410 515
Deferred acquisition costs (463) (286) (263)
Amounts recoverable from reinsurers 334 9 (48)
Amortization of deferred acquisition costs 40 113 263
Realized investment gains (27) (51) (140)
Decreases (additions) to deferred income taxes 194 7 25
Amounts due to affiliates 22 (126) (594)
Other assets and liabilities, net 238 8 24
Other, net 59 25 4
-------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities $ 1,094 $ 249 $ (127)
-------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Fixed maturity securities sold, matured or repaid $ 4,302 $ 3,906 $ 10,727
Fixed maturity securities purchased (4,763) (3,730) (10,820)
Equity securities sold 303 290 618
Equity securities purchased (349) (284) (680)
Mortgage loans advanced (148) (453) (396)
Mortgage loans repaid 314 274 275
Real estate sold 54 40 37
Real estate purchased (219) (117) (43)
Policy loans advanced, net (133) (145) (133)
Short-term investments (251) 85 878
Separate account seed money 32 (2) (24)
Other investments, net (355) 25 (3)
-------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities $ (1,213) $ (111) $ 436
-------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Deposits and interest credited to policyholder account balances $ 1,263 $ 668 $ 550
Withdrawals from policyholder account balances (987) (611) (623)
Net reinsurance (payable) recoverable (158) (86) 4
Note payable -- -- 200
Dividend to shareholder -- (150) (200)
Borrowed funds 50 -- (159)
-------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities $ 168 $ (179) $ (228)
-------------------------------------------------------------------------------------------------------------
CASH:
Increase (decrease) during the year 49 (41) 81
Balance, beginning of year 82 123 42
BALANCE, END OF YEAR $ 131 $ 82 $ 123
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
B-5
<PAGE> 63
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
(IN MILLIONS OF DOLLARS)
1. ORGANIZATION
The Manufacturers Life Insurance Company (U.S.A.) (the "Company" or
"ManUSA") is an indirectly wholly-owned subsidiary of Manulife
Financial Corporation, a Canadian-based publicly traded company. Prior
to September 23, 1999, the Company was an indirectly wholly-owned
subsidiary of The Manufacturers Life Insurance Company ("Manufacturers
Life"), a mutual life insurance company. Manulife Financial Corporation
and its subsidiaries are collectively known as "Manulife Financial".
The Company and its subsidiaries operate in the life and health
insurance industry, offering a broad range of insurance related
products. These products are offered both on an individual and on a
group basis and are marketed primarily in the United States.
In June of 1999, the Company increased its ownership interest in its
subsidiary, Manulife-Wood Logan Holding Co. Inc. ("MWL"), to 78.4%
through the purchase of the 15% outside party interest. The purchase
was at fair value and generated goodwill of $45.0, which is being
amortized into income on a straight-line basis over 15 years.
2. SIGNIFICANT ACCOUNTING POLICIES
a) BASIS OF PRESENTATION
The accompanying Consolidated financial statements of the Company have
been prepared in accordance with accounting principles generally
accepted in the United States ("GAAP") and include accounts and
operations, after intercompany eliminations, of the Company and its
subsidiaries.
The preparation of financial statements in conformity with GAAP
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 reported results
using those estimates.
b) RECENT ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"). SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging
activities. Contracts that contain embedded derivatives, such as
certain insurance contracts, are also addressed by the statement. SFAS
No. 133 requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and
measure those instruments at fair value. In July 1999, the FASB issued
Statement No. 137, which delayed the effective date
B-6
<PAGE> 64
of SFAS No. 133 to fiscal years beginning after June 15, 2000. The
Company is evaluating the accounting implications of SFAS No. 133 and
has not determined the impact on its results of operations or its
financial position.
c) INVESTMENTS
The Company classifies all of its fixed maturity and equity securities
as available-for-sale and records these securities at fair value.
Realized gains and losses on sales of securities classified as
available-for-sale are recognized in net income using the specific
identification method. Changes in the fair value of securities
available-for-sale are reflected directly in other comprehensive income
after adjustments for deferred taxes, deferred acquisition costs,
policyholder liabilities and unearned revenue liability. Discounts and
premiums on investments are amortized using the effective interest
method.
Mortgage loans are reported at amortized cost, net of a provision for
losses. The provision for losses is established for mortgage loans
which are considered to be impaired when the Company has determined
that it is probable that all amounts due under contractual terms will
not be collected. Impaired loans are reported at the lower of unpaid
principal or fair value of the underlying collateral.
Interest on fixed maturity securities and performing mortgage loans is
recorded as income when earned and is adjusted for any amortization of
premiums or discount. Interest on restructured mortgage loans is
recorded as income based on the rate to be paid; interest on delinquent
mortgage loans is recorded as income on a cash basis. Dividends are
recorded as income on ex-dividend dates.
Real estate held for investment is carried at cost, less accumulated
depreciation and provisions for impairment and write-downs, if
applicable. Real estate held for sale is carried at the lower of cost
or market value. Changes in estimates of market value are recognized as
realized gains or losses in the income statement
Policy loans are reported at aggregate unpaid balances which
approximate fair value.
Short-term investments include investments with maturities of less than
one year at the date of acquisition.
d) CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with
an original maturity date of three months or less to be cash
equivalents. Cash equivalents are stated at cost plus accrued interest,
which approximates fair value.
e) DEFERRED ACQUISITION COSTS ("DAC")
Commissions and other expenses, which vary with and are primarily
related to the production of new business, are deferred to the extent
recoverable from future gross profits and included as an asset. DAC
associated with variable annuity and variable life insurance contracts,
universal life insurance contracts, investment contracts, and
participating life insurance contracts is charged to expense in
relation to the estimated gross profits of those contracts. The
amortization is adjusted retrospectively when current gross profits or
estimates of future gross profits are revised. DAC
B-7
<PAGE> 65
associated with all other insurance contracts is charged to expense
over the premium paying period of the related policies. DAC is adjusted
for the impact on current and estimated future gross profits assuming
the unrealized gains or losses on securities had been realized at
year-end. The equity impact of any such adjustments is included in net
unrealized gains (losses) in other comprehensive income. DAC is
reviewed annually to determine recoverability from future income. To
the extent that the DAC is assessed as not recoverable, it is
immediately expensed.
f) POLICYHOLDER LIABILITIES
Policyholder liabilities for traditional non-participating life
insurance policies, and accident and health policies are computed using
the net level premium method. The calculations are based upon estimates
as to future mortality, morbidity, persistency, maintenance expenses
and interest rate yields that were applicable in the year of issue. The
assumptions include a provision for the risk of adverse deviation.
For payout annuities in loss recognition, policyholder liabilities are
computed using estimates of expected mortality, expenses, and
investment yields determined at the time these contracts first moved
into loss recognition. Payout annuity reserves are adjusted for the
impact of unrealized gains associated with the underlying assets.
For variable annuity and variable life contracts, universal life
insurance contracts and investment contracts with no substantial
mortality or morbidity risk, policyholder liabilities equal the
policyholder account values. Account values are increased for deposits
received and interest credited and are reduced by withdrawals,
mortality charges and administrative expenses charged to the
policyholders. Policy charges which compensate the Company for future
services are deferred and recognized in income over the period earned,
using the same assumptions used to amortize DAC.
For traditional participating life insurance policies, policyholder
liabilities are computed using the net level premium reserve for death
and endowment policy benefits. Mortality and interest assumptions are
the same as the non-forfeiture benefit assumptions at the time the
policy was issued. Interest rate assumptions used in the calculation of
the liabilities for traditional participating life insurance policies
range from 2.5% to 7.0%.
As of December 31,1999, participating insurance expressed as a
percentage of insurance in force is 48%. The amount of policyholders'
dividends to be paid is approved annually by Manulife Financial's Board
of Directors. The aggregate amount of policyholders' dividends is
calculated based on actual interest, mortality, morbidity and expense
experience for the year, and on management's judgment as to the
appropriate level of equity to be retained by the Company. The carrying
value of this liability approximates the earned amount and fair value
as at December 31, 1999.
g) SEPARATE ACCOUNTS
Separate account assets and liabilities represent funds that are
separately administered, principally for investment contracts related
to group pension business as well as for variable annuity and variable
life contracts, and for which the contract holder, rather than the
Company, bears the investment risk. Separate account contract holders
have no claim against the assets of the general account of the Company.
Separate account assets are recorded at market value. Operations of the
separate accounts are not included in the accompanying financial
statements.
B-8
<PAGE> 66
h) REVENUE RECOGNITION
Premiums on long-duration life insurance contracts are recognized as
revenue when due.
Receipts on variable annuity and variable life contracts, universal
life insurance contracts, and investment contracts are reported as
deposits to account values as described in note 2(f) and not as
premiums. Revenue from these policies consists of policy charges for
the cost of insurance, expenses and surrender charges that have been
assessed against the policyholder account values. Policy charges that
are designed to compensate the company for future services are deferred
and recognized in income over the period benefited, using the same
assumptions used to amortize DAC.
Premiums on short-duration contracts are earned over the related
contract period.
Net premiums on limited-payment contracts are recognized as revenue and
the difference between the gross premium received and the net premium
is deferred and recognized in income based on either a constant
relationship to insurance in force or the present value of annuity
benefits depending on the product type.
Investment income is recorded as revenue when due.
i) EXPENSES
Expenses for variable annuity and variable life contracts and for
universal life insurance contracts include interest credited to
policyholder account values and benefit claims incurred during the
period in excess of policyholder account values.
j) REINSURANCE
The Company and its subsidiaries utilize reinsurance transactions in
order to minimize exposure to large risks. Reinsurance is accomplished
through various plans including yearly renewable term, co-insurance and
modified co-insurance. Reinsurance premiums and claims are accounted
for on a basis consistent with that used in accounting for the original
policies issued and the terms of the reinsurance contracts. Premiums
and claims are reported net of reinsured amounts. Amounts paid with
respect to ceded reinsurance contracts are reported as reinsurance
receivables.
k) INCOME TAX
Income taxes have been provided for in accordance with Statement of
Financial Accounting Standards 109 ("SFAS 109") "Accounting for Income
Taxes." In accordance with various income tax sharing agreements, the
income tax provision (or benefit) is computed as if the Company and
subsidiaries filed separate income tax returns. Tax benefits from
operating losses are provided at the U.S. statutory rate plus any tax
credits attributable, provided the consolidated group utilizes such
benefits currently. Deferred income taxes result from temporary
differences between the tax basis of assets and liabilities, and their
recorded amounts for financial reporting purposes.
B-9
<PAGE> 67
l) FOREIGN EXCHANGE
The balance sheet and statement of income of foreign operations in
Taiwan, as well as non-U.S. dollar investments, are translated at the
current exchange and average exchange rates for the year respectively.
The resultant translation adjustments are included as a separate
component in other comprehensive income.
m) DERIVATIVES
The Company uses derivatives to manage exposures to foreign currency,
interest rate and other market risks arising from its on-balance sheet
financial instruments. These derivatives are designated and effective
as hedges, as there is a high correlation between changes in market
value of the derivative and the underlying hedged item at inception and
over the life of the hedge. Realized and unrealized gains and losses on
these derivatives are accounted for on the same basis as the underlying
assets and liabilities. Realized and unrealized gains and losses on
derivative transactions established as hedges but no longer considered
hedges are included in income from the date at which they are no longer
considered to be hedges.
The Company also uses derivatives to manage foreign currency exposures
associated with expected future policy maintenance and acquisition
expenses relating to the current inforce block of business. These
derivatives are designated as non-hedges. Realized and unrealized gains
and losses on these derivatives are included in income.
Derivative income and expenses are included in investment income and
interest expense, respectively, in the Consolidated Statements of
Income. Cash flows relating to derivatives associated with invested
assets and financial liabilities are included in the Consolidated
Statement of Cash Flows on a basis consistent with the cash flows from
the underlying invested assets and financial liabilities. Derivative
assets and liabilities are included in other investments and other
liabilities, respectively, and deferred realized net gains are
presented as such in the Consolidated Balance Sheets.
B-10
<PAGE> 68
3. INVESTMENTS AND INVESTMENT INCOME
a) FIXED MATURITY AND EQUITY SECURITIES
At December 31, 1999, all fixed maturity and equity securities have
been classified as available-for-sale and reported at fair value. The
amortized cost and fair value is summarized as follows:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED COST UNREALIZED GAINS UNREALIZED FAIR VALUE
AS AT DECEMBER 31 LOSSES
($ millions) 1999 1998 1999 1998 1999 1998 1999 1998
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed maturity securities:
U.S. government $1,440 $1,239 $23 $132 $(57) $ (2) $ 1,406 $1,369
Foreign governments 1,677 1,698 81 341 (16) - 1,742 2,039
States/political subdivisions - 12 - 2 - - - 14
Corporate 5,323 5,331 56 448 (254) (142) 5,125 5,637
Mortgage- backed 1,121 913 4 19 (40) (22) 1,085 910
----------------------------------------------------------------------------------------------------------
TOTAL FIXED MATURITY
SECURITIES 9,561 9,193 164 942 (367) (166) 9,358 9,969
----------------------------------------------------------------------------------------------------------
EQUITY SECURITIES $ 622 $ 491 $524 $246 $(40) $(36) $ 1,106 $ 701
----------------------------------------------------------------------------------------------------------
</TABLE>
Proceeds from sales of fixed maturity securities during 1999 were
$4,302.4 (1998 - $3,906.1 and 1997 - $10,727.2). Gross gains and losses
of $49.0 and $166.7 respectively, were realized on those sales (1998 -
$90.6 and $90.4 respectively, 1997 - $166.2 and $74.1 respectively).
Proceeds from the sale of equity securities during 1999 were $303.3
(1998 - $290.0 and 1997 - $618.3). Gross gains and losses of $84.0 and
$38.7 respectively, were realized on those sales (1998 - $47.4 and
$45.0 respectively, 1997 - $82.2 and $8.4 respectively).
The contractual maturities of fixed maturity securities at December 31,
1999 are shown below.
<TABLE>
<CAPTION>
AS AT DECEMBER 31, 1999
($ millions)
AMORTIZED COST FAIR VALUE
----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Fixed maturity securities, excluding mortgage-backed securities:
One year or less $ 151 $ 161
Greater than 1; up to 5 years 1,068 1,046
Greater than 5; up to 10 years 2,415 2,332
Due after 10 years 4,806 4,734
Mortgage-backed securities 1,121 1,085
----------------------------------------------------------------------------------------------------------
TOTAL FIXED MATURITY SECURITIES $ 9,561 $ 9,358
----------------------------------------------------------------------------------------------------------
</TABLE>
Expected maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or
without prepayment penalties. Corporate requirements and investment
strategies may result in the sale of investments before maturity.
B-11
<PAGE> 69
b) MORTGAGE LOANS
Mortgage loans are reported at amortized cost, net of a provision for
losses. The impaired mortgage loans and the related allowance for
mortgage loan losses were as follows:
<TABLE>
<CAPTION>
AS AT DECEMBER 31
($ millions) 1999 1998
-------------------------------------------------------------------------------
<S> <C> <C>
IMPAIRED LOANS $ 86 $122
-------------------------------------------------------------------------------
Allowance, January 1 $106 $138
Deductions (49) (32)
-------------------------------------------------------------------------------
ALLOWANCE, DECEMBER 31 $ 57 $106
-------------------------------------------------------------------------------
</TABLE>
c) INVESTMENT INCOME
Income by type of investment was as follows:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
($ millions) 1999 1998 1997
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fixed maturity securities $ 726 $ 729 $ 727
Equity securities 18 16 10
Mortgage loans 149 156 145
Investment real estate 71 62 54
Other investments 195 164 166
-------------------------------------------------------------------------------------------------------
Gross investment income 1,159 1,127 1,102
Investment expenses 38 27 24
-------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME $ 1,121 $ 1,100 $ 1,078
-------------------------------------------------------------------------------------------------------
</TABLE>
4. COMPREHENSIVE INCOME
Total comprehensive income was as follows:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
($ millions) 1999 1998 1997
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET INCOME $ 293 $ 140 $ 87
--------------------------------------------------------------------------------------------------------
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized holding (losses) gains arising during the (4) 54 105
year
Foreign currency translation 1 - (5)
Less:
Reclassification adjustment for realized gains 18 33 91
included in net
Income
--------------------------------------------------------------------------------------------------------
Other comprehensive (loss) income (21) 21 9
--------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME $ 272 $ 161 $ 96
--------------------------------------------------------------------------------------------------------
</TABLE>
Other comprehensive income is reported net of taxes recoverable
(payable) of $30, ($11), and ($8) for 1999, 1998, and 1997,
respectively.
B-12
<PAGE> 70
Accumulated other comprehensive income is comprised of the following:
<TABLE>
<CAPTION>
AS AT DECEMBER 31
($ millions) 1999 1998
----------------------------------------------------------------------------------------------
<S> <C> <C>
UNREALIZED GAINS:
Beginning balance $ 154 $ 133
Current period change (22) 21
----------------------------------------------------------------------------------------------
Ending balance $ 132 $ 154
----------------------------------------------------------------------------------------------
FOREIGN CURRENCY:
Beginning balance $ (5) $ (5)
Current period change 1 -
----------------------------------------------------------------------------------------------
Ending balance $ (4) $ (5)
----------------------------------------------------------------------------------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME $ 128 $ 149
----------------------------------------------------------------------------------------------
</TABLE>
5. UNREALIZED GAINS (LOSSES) ON SECURITIES AVAILABLE-FOR-SALE
Net unrealized gains (losses) on fixed maturity and equity securities
included in other comprehensive income were as follows:
<TABLE>
<CAPTION>
AS AT DECEMBER 31
($ millions) 1999 1998
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gross unrealized gains $ 753 $1,253
Gross unrealized losses (439) (217)
DAC and other amounts required to satisfy policyholder
Liabilities (117) (798)
Deferred income taxes (65) (84)
---------------------------------------------------------------------------------------------------------
NET UNREALIZED GAINS (LOSSES) ON SECURITIES AVAILABLE-FOR-SALE
$ 132 $ 154
---------------------------------------------------------------------------------------------------------
</TABLE>
6. DEFERRED ACQUISITION COSTS ("DAC")
The components of the change in DAC were as follows:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
($ millions) 1999 1998
--------------------------------------------------------------------------------
<S> <C> <C>
Balance, January 1 $1,078 $1,022
Capitalization 463 286
Accretion of interest 82 65
Amortization (122) (178)
Effect of net unrealized gains on securities (117)
available-for-sale 130
--------------------------------------------------------------------------------
BALANCE, DECEMBER 31 $1,631 $1,078
--------------------------------------------------------------------------------
</TABLE>
B-13
<PAGE> 71
7. INCOME TAXES
The components of income tax expense (benefit) were as follows:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
($ millions) 1999 1998 1997
---------------------------------------------------------------------------------
<S> <C> <C> <C>
Current expense (benefit) $ (17) $ 75 $ 28
Deferred expense (benefit) 194 7 24
---------------------------------------------------------------------------------
TOTAL EXPENSE $ 177 $ 82 $ 52
---------------------------------------------------------------------------------
</TABLE>
Income before income taxes differs from taxable income principally due
to tax-exempt investment income, dividends-received tax deductions,
deferred acquisition costs, and differences in reserves for policy and
contract liabilities for tax and financial reporting purposes.
The Company's deferred income tax asset, which results from tax
effecting the differences between financial statement values and tax
values of assets and liabilities at each balance sheet date, relates to
the following:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
($ millions) 1999 1998
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
DEFERRED TAX ASSETS:
Differences in computing policy reserves $ 635 $ 850
Investments - 85
Policyholder dividends payable 9 11
Other deferred tax assets - 10
--------------------------------------------------------------------------------------------------------
Deferred tax assets $ 644 $ 956
--------------------------------------------------------------------------------------------------------
DEFERRED TAX LIABILITIES:
Deferred acquisition costs $ 244 $ 103
Unrealized gains on securities available-for-sale 189 387
Premiums receivable 14 19
Investments 14 -
Other deferred tax liabilities 32 72
--------------------------------------------------------------------------------------------------------
Deferred tax liabilities $ 493 $ 581
--------------------------------------------------------------------------------------------------------
NET DEFERRED TAX ASSETS $ 151 $ 375
--------------------------------------------------------------------------------------------------------
</TABLE>
The Company and its subsidiaries have no available net operating or net
capital losses.
The Company files a consolidated federal income tax return. The
Company's subsidiaries file separate state income tax returns. The
method of allocation among the companies is subject to a written tax
sharing agreement under which the tax liability is allocated to each
member on a pro rata basis based on the relationship that the member's
tax liability (computed on a separate return basis) bears to the tax
liability of the consolidated group. The tax charge to each of the
respective companies will not be more than that company would have paid
on a separate return basis. Settlements of taxes are made through an
increase or reduction to the payable to parent, subsidiaries and
affiliates which is settled periodically.
B-14
<PAGE> 72
8. NOTE PAYABLE
On December 29, 1997, the Company issued a surplus debenture for
$200,000 plus interest at 7.93% per annum to Manufacturers Investment
Corporation, an indirect parent company. The surplus debenture matures
on February 1, 2022. Except in the event of insolvency or winding-up of
the Company, the instrument may not be redeemed by the Company during
the period of five years from date of issue without the prior approval
of the Office of the Superintendent of Financial Institutions of
Canada. Interest accrued and expensed was $16, $16, and $0 for 1999,
1998 and 1997, respectively. Interest paid was $16, $9, and $0 for
1999, 1998 and 1997, respectively.
9. CAPITAL AND SURPLUS
Capital Stock is comprised of the following:
<TABLE>
<CAPTION>
AS AT DECEMBER 31
( $ millions) 1999 1998
-----------------------------------------------------------------------------------
<S> <C> <C>
AUTHORIZED:
50,000,000 Preferred shares, Par value $1.00 - -
50,000,000 Common shares, Par value $1.00
-----------------------------------------------------------------------------------
ISSUED AND OUTSTANDING:
100,000 Preferred shares 5 5
4,544,504 Common shares
-----------------------------------------------------------------------------------
</TABLE>
The Company and its life insurance subsidiaries are subject to
statutory limitations on the payment of dividends. Dividend payments in
excess of prescribed limits cannot be paid without the prior approval
of U.S. insurance regulatory authorities.
As a result of the demutualization of Manufacturers Life, there are
regulatory restrictions on the amounts of profit that can be
transferred to shareholders. These restrictions generally take the form
of a fixed percentage of the policyholder dividends. The transfers are
governed by the terms of Manufacturers Life's Plan of Demutualization.
10. EMPLOYEE BENEFITS
a) EMPLOYEE RETIREMENT PLAN
(i) Prior to July 1, 1998, the Company had a non-contributory
defined benefit pension plan (the "Manulife Plan") sponsored
by its ultimate parent, Manufacturers Life, covering all its
branch managers, support staff and full-time career agents. A
similar plan (the "Nalaco Plan") also existed for employees of
its indirectly owned subsidiaries, The Manufacturers Life
Insurance Company of North America ("MNA") and The
Manufacturers Life Insurance Company of New York. Both plans
provided pension benefits based on length of service and final
average earnings. Vested benefits are fully funded; current
pension costs are funded as they accrue.
Effective July 1, 1998, the Nalaco Plan was merged into the
Manulife Plan as approved by the Board of Directors of
Manufacturers Life. The merged plan was then restated as a
cash balance pension plan entitled, "The Manulife U.S. Cash
Balance Pension Plan" ("Cash Balance Plan"). Participants in
the two prior plans ceased accruing benefits under the old
plan effective June 30, 1998, and became participants in the
Cash Balance Plan on July 1,
B-15
<PAGE> 73
1998. Also effective July 1, the Company became the sponsor of
the Cash Balance Plan. Each participant who was a participant
in one of the prior plans received an opening account balance
equal to the present value of their June 30, 1998 accrued
benefit under the prior plan, using Pension Benefit Guarantee
Corporation ("PBGC") rates. Future contribution credits under
the Cash Balance Plan vary by service, and interest credits
are a function of the 1-year U.S. Treasury Bond rate plus
0.5%, but no less that 5.25% per year. Pension benefits are
provided to those participants after three years of vesting
service, and the normal retirement benefit is actuarially
equivalent to the cash balance account at normal retirement
date. Early benefits are actuarially equivalent to the normal
retirement benefits but are subsidized for participants who
were age 45 with 5 or more years of vesting service on July 1,
1998 and who terminate employment after attaining age 50 and
completing 10 years of service. For these grandfathered
participants, the prior early retirement factors under the
Manulife Plan apply. The normal form of payment under the Cash
Balance Plan is a life annuity, with various optional forms
available.
Actuarial valuation of accumulated plan benefits are based on
projected salaries and best estimates of investment yields on
plan assets, mortality of participants, employee termination
and ages at retirement. Pension costs that relate to current
service are charged to earnings in the current period.
Experience gains and losses are amortized to income over the
estimated average remaining service lives to plan members.
No pension expense was recognized in the current or prior year
because the plan was subject to the full funding limitation
under the Internal Revenue Code. At December 31, 1999, the
projected benefit obligation based on an assumed interest rate
of 7.5% was $68; and the fair value of plan assets totaled
$87, which were invested in the Company's general fund deposit
administration insurance contracts.
(ii) Prior to July 1, 1998, the Company also participated in an
unfunded Supplemental Executive Retirement Plan ("Manulife
SERP") sponsored by Manufacturers Life for executives. This
was a non qualified plan that provides defined pension
benefits in excess of limits imposed by the law to those
retiring after age 50 with 10 or more years of vesting
service. The Manulife SERP covers the Company's employees and
selected executives of MNA. Pension benefits are provided to
those who terminate after 5 years of vesting service, and the
pension benefit is a final average benefit based on the
executive's highest 5-year average earnings. Compensation is
not limited, and benefits are not restricted by the Internal
Revenue Code Section 415.
Effective July 1, 1998, the Manulife SERP was restated to
become a supplemental cash balance plan and each participant
in the Manulife SERP who became a participant in the restated
plan was provided with an opening account balance equal to the
present value of their June 30, 1998 accrued benefit under the
Manulife SERP, using PBGC rates. Future contribution credits
vary by service, and interest credits are a function of the
1-year U.S. Treasury Bond rate plus 0.50%, but no less than
5.25% per year. These annual contribution credits are made in
respect of the participant's compensation that is in excess of
the limit in Internal Revenue Code Section 401(a)(17) which
was $160 in 1999. In addition, a one time contribution may be
made for a participant if it is determined at the time of his
/ her termination of employment that the participant's pension
benefit under the Cash Balance Plan is limited by Internal
Revenue Code Section 415. Together, these contributions serve
to restore to the participant the benefit that he / she would
have been entitled to under the Cash Balance Plan's benefit
formula but for the limitation in Internal Revenue Code
Sections
B-16
<PAGE> 74
401(a)(17) and 415. Benefits are provided to those who
terminate after three years. The default form of payment under
the plan is a lump sum although participants may elect to
receive payment in the form of an annuity provided that such
election is made within the time period prescribed in the
plan. If an annuity form of payment is elected, the amount
payable is equal to the actuarial equivalent of the
participant's balance under the supplemental Cash Balance
Plan, using the factors and assumptions for determining
immediate annuity amounts applicable to the participant under
the qualified Cash Balance Plan. At December 31, 1999 the
projected benefit obligation for this plan totaled $21.
b) 401(k) PLAN
Prior to July 1, 1998, the Company also participated in a
defined contribution plan sponsored by Manufacturers Life, the
Manulife 401(K) Savings plan. This plan covered most of its
salaried employees in the United States or its protectorates,
and was subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"). A similar plan, the
North American Security Life 401(K) Savings Plan also existed
for employees of MNA. These two plans were effectively merged
on July 1, 1998 into one defined contribution plan as approved
by the Board of Directors on March 26, 1998.
c) DEFERRED COMPENSATION PLAN
The Company has deferred compensation incentive plans open to
all branch managers and qualified agents. There are no stock
option plans.
d) POSTRETIREMENT BENEFIT PLAN
In addition to the retirement plan, the Company provides
retiree medical and life insurance benefits to those who have
attained age 55 with 10 or more years of service. The plan
provides the medical coverage for retirees and spouses under
age 65. When the retirees or the covered dependents reach age
65, Medicare provides primary coverage and the plan provides
secondary coverage. The medical plan is contributory with the
amount of contribution based on the age and service of the
employees at the time of retirement. The plan provides the
retiree a life insurance benefit for staff retirees of 100% of
pay prior to retirement, with a maximum of one hundred
thousand dollars. The amount reduces to 65% on the January 1
following retirement, and further reduces to 50% at age 70.
Agent retirees receive a life insurance benefit of 100% of
average earnings in the last two active years plus 100% of
earnings in the year prior to retirement. There are no
contributions required for retirees for life insurance
coverage. The plan is unfunded.
The Company accounts for its retiree benefits plans using the
accrual method.
The postretirement benefit cost for the year ended December
31, 1999 was $1. This amount includes the expected cost of
postretirement benefits for newly eligible employees and for
vested employees, interest cost, and gains and losses arising
from differences between actuarial assumptions and actual
experience.
B-17
<PAGE> 75
e) FINANCIAL INFORMATION REGARDING THE EMPLOYEE RETIREMENT PLAN AND THE
POSTRETIREMENT BENEFIT PLAN
For the plan sponsor, benefit plan information applicable to the Employee
Retirement Plan and the Postretirement Benefit Plan, determined in
accordance with GAAP as estimated by a consulting actuary, as of December
31, the Plan's year end, is as follows:
<TABLE>
<CAPTION>
EMPLOYEE POSTRETIREMENT
RETIREMENT BENEFIT
AS OF DECEMBER 31 PLAN PLAN
----------------------------------------------------------
(in $thousands) 1999 1998 1999 1998
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year $ (67,253) $ (70,768) $ (19,893) $ (16,062)
Service cost (2,288) (2,294) (613) (628)
Interest cost (4,575) (4,582) (1,082) (1,090)
Amendments - (1,427) - -
Actuarial gain (loss) (854) 2,162 3,903 (2,743)
Benefits paid 6,560 9,656 719 630(*)
-------------------------------------------------------------------------------------------------------------------
Benefits obligation at end of year $ (68,410) $ (67,253) $ (16,966) $ (19,893)
-------------------------------------------------------------------------------------------------------------------
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year $ 84,686 $ 86,089 $ - $ -
Actual return on plan assets 7,428 7,115 - -
Employer contribution 1,222 1,138 719 630(*)
Benefits paid (6,560) (9,656) (719) (630)(*)
-------------------------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year $ 86,777 $ 84,686 $ - $ -
-------------------------------------------------------------------------------------------------------------------
Funded status $ 18,367 $ 17,433 $ (16,966) $ (19,893)
Unrecognized transition obligation (asset) (10,778) (13,101) - -
Unrecognized actuarial loss (gain) 4,303 4,133 (15,621) (12,610)
Unrecognized prior service cost 2,437 2,659 - -
-------------------------------------------------------------------------------------------------------------------
Net amount recognized $ 14,329 $ 11,124 $ (32,587) $ (32,503)
-------------------------------------------------------------------------------------------------------------------
Amounts recognized in statement of financial
position of plan sponsor consist of:
Prepaid benefit cost $ 29,934 $ 25,550 $ - $ -
Accrued benefit liability (20,741) (14,687) (32,587) (32,503)
Intangible asset 1,172 261 - -
Accumulated other comprehensive income 3,964 - - -
-------------------------------------------------------------------------------------------------------------------
Net amount recognized $ 14,329 $ 11,124 $ (32,587) $ (32,503)
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(*) Amount is net of retiree contributions.
<TABLE>
<CAPTION>
EMPLOYEE POSTRETIREMENT
RETIREMENT BENEFIT
AS OF DECEMBER 31 PLAN PLAN
----------------------------------------------------------
1999 1998 1999 1998
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
WEIGHTED AVERAGE ASSUMPTIONS
Discount rate 7.50% 6.50% 7.50% 6.50%
Expected return on plan assets 8.50% 8.50% n/a n/a
Rate of compensation increase 5.00% 5.00% 5.00% 5.00%
</TABLE>
B-18
<PAGE> 76
On December 31, 1999, the accrued postretirement benefit cost was
$33. The postretirement benefit obligation for eligible active
employees was $2. The amount of the postretirement benefit
obligation for ineligible active employees was $4. For
measurement purposes as of December 31, 1999, an 8 percent and 10
percent annual rate of increase in the per capita cost of covered
health care benefits was assumed for 2000 for pre-65 and post-65
coverages, respectively. These rates were assumed to decrease
gradually to 5 percent in 2006 and 2010, respectively, and remain
at those levels thereafter.
<TABLE>
<CAPTION>
EMPLOYEE POSTRETIREMENT
AS OF DECEMBER 31 RETIREMENT BENEFIT
(in thousands) PLAN PLAN
-----------------------------------------------------
1999 1998 1999 1998
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMPONENTS OF NET PERIODIC BENEFIT COST FOR PLAN SPONSOR
Service cost $ 2,288 $ 2,294 $ 613 $ 628
Interest cost 4,575 4,582 1,082 1,090
Expected return on plan assets (7,088) (7,199) - -
Amortization of net transition obligation (2,323) (2,323) - -
Amortization of prior service cost 221 181
Recognized actuarial loss (gain) 343 (5) (892) (895)
------------------------------------------------------------------------------------------------------------------
Net periodic cost (benefit) $ (1,984) $ (2,470) $ 803 $ 823
------------------------------------------------------------------------------------------------------------------
</TABLE>
The projected benefit obligation, accumulated benefit obligation, and fair
value of plan assets for the pension plan with accumulated benefit
obligations in excess of plan assets were $21, $22, and $0 respectively, as
of December 31, 1999 and $15, $14, and $0 respectively, as of December 31,
1998.
The health care cost trend rate assumption has a significant effect on the
amounts reported. A one-percentage-point change in assumed health care cost
trend rates would have the following effects on 1999 values:
<TABLE>
<CAPTION>
1-PERCENTAGE-POINT 1-PERCENTAGE-POINT
(in thousands) INCREASE DECREASE
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Effect on total of service and interest cost components $ 328 $ (250)
Effect on postretirement benefit obligation $ 2,407 $ (1,948)
----------------------------------------------------------------------------------------------------------------------
</TABLE>
11. DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses a variety of off-balance sheet financial instruments as
part of its efforts to manage exposures to foreign currency, interest rate
and other market risks arising from its on-balance sheet financial
instruments. Those instruments include interest rate exchange agreements
and foreign currency forward contracts. The contract or notional amounts of
those instruments reflect the extent of involvement in the various types of
financial instruments.
The Company's exposure to credit risk is the risk of loss from a
counterparty failing to perform according to the terms of the contract.
That exposure includes settlement risk (i.e., the risk that the
counterparty defaults after the Company has delivered funds or securities
under terms of the contract) that would result in an accounting loss and
replacement cost risk (i.e., the cost to replace the contract at current
market rates should the counterparty default prior to the settlement date).
To limit exposure associated with counterparty nonperformance on interest
rate exchange agreements, the Company enters into master netting agreements
with its counterparties.
INTEREST RATE EXCHANGE AGREEMENTS (SWAPS AND FLOORS)
B-19
<PAGE> 77
The Company enters into interest rate exchange agreements to reduce and
manage interest rate risk associated with individual assets and liabilities
and its overall aggregate portfolio. These interest rate exchange
agreements consist primarily of interest rate swap agreements and interest
rate floors. The amounts to be received or paid pursuant to these
agreements are accrued and recognized in the accompanying statements of
operations through an adjustment to investment income, as appropriate, over
the lives of the agreements. Gains or losses realized on closed or
terminated agreements accounted for as hedges are deferred and amortized to
investment income on a straight-line basis over the shorter of the lives of
the agreements or the expected remaining lives of the underlying assets or
liabilities.
FOREIGN CURRENCY FORWARDS
The Company uses foreign currency forward contracts to hedge some of the
foreign exchange risk resulting from the fact that it generates revenue and
holds assets in U.S. dollars, but incurs a significant portion of its
maintenance expense in Canadian dollars. A foreign currency forward
contract obligates the Company to deliver a specified amount of currency at
a future date at a specified exchange rate. The value of the foreign
exchange forward contracts at any given point fluctuates according to the
underlying level of exchange rate and interest rate differentials.
Outstanding derivatives with off-balance-sheet risks are as follows:
<TABLE>
<CAPTION>
NOTIONAL OR CONTRACT
AS AT DECEMBER 31 AMOUNTS CARRYING VALUE FAIR VALUE
------- -------------- ----------
($ millions) 1999 1998 1999 1998 1999 1998
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest rate & currency swaps & floors $ 869 $ 616 $ (2) $ 4 $ (2) $ 4
Interest rate option written 22 22 - (1) - (1)
Currency forwards 973 713 32 4 32 4
--------------------------------------------------------------------------------------------------------------------------
TOTAL DERIVATIVES $ 1,864 $ 1,351 $ 30 $ 7 $ 30 $ 7
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
Fair value of off-balance-sheet derivative financial instruments reflect
the estimated amounts that the Company would receive or pay to terminate
the contract at the balance sheet date, including the current unrealized
gains (losses) on the instruments. Fair values of the agreements were based
on estimates obtained from the individual counterparties.
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying values and the estimated fair values of the Company's
financial instruments at December 31, 1999 were as follows:
<TABLE>
<CAPTION>
($ millions) CARRYING VALUE FAIR VALUE
------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Fixed maturity and equity securities $ 10,464 $ 10,464
Mortgage loans 1,622 1,677
Policy loans 1,843 1,843
Derivative financial instruments 30 30
LIABILITIES:
Insurance investment contracts $ 1,560 $ 1,552
------------------------------------------------------------------------------------
</TABLE>
The following methods and assumptions were used to estimate the fair values
of the above financial instruments:
B-20
<PAGE> 78
FIXED MATURITY AND EQUITY SECURITIES: Fair values of fixed maturity and
equity securities were based on quoted market prices, where available. For
investments not actively traded, fair values were 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 yield, credit quality and average life of the
investments.
MORTGAGE LOANS: Fair value of mortgage loans was estimated using
discounted cash flows using contractual maturities and discount rates that
were based on current market rates for similar maturity ranges, adjusted
for risk, based on property type.
POLICY LOANS: Carrying values approximate fair values.
DERIVATIVE FINANCIAL INSTRUMENTS: Fair values of derivative financial
instruments were based on estimates obtained from the individual
counterparties.
INSURANCE INVESTMENT CONTRACTS: Fair value of insurance investment
contracts which do not subject the Company to significant mortality or
morbidity risks was estimated using cash flows discounted at market rates.
13. RELATED PARTY TRANSACTIONS
a) The Company and its subsidiaries have formal service agreements with
the Company's indirect parent, Manufacturers Life, which can be
terminated by either party upon two months' notice. Under the various
agreements, the Company will pay direct operating expenses incurred by
Manulife Financial on behalf of the Company. Services provided under
the agreements include legal, actuarial, investment, data processing,
accounting and certain other administrative services. Costs incurred
under the agreements were $194 million, $171 million, and $120 million
in 1999, 1998, and 1997, respectively.
b) Manulife Financial provides a claims paying guarantee to most U.S.
policyholders.
c) The Company loaned $20 million to its affiliate Manulife Reinsurance
Limited ("MRL"), a life insurance company domiciled in Bermuda,
pursuant to a promissory note dated September 30, 1997, which is due
on September 20, 2000. Interest on the loan is calculated at 5.73% per
annum and is payable quarterly.
Pursuant to a promissory note dated June 12, 1998, the Company loaned
$7 million to MRL. Principal and accrued interest are payable on June
12, 2000. Interest on the loan calculated at 5.51% is payable
semi-annually starting August 1, 1998.
Pursuant to a promissory note dated June 12, 1998, the Company loaned
$52 million to MRL Holding LLC, a Delaware limited liability
corporation owned 99% by MRL and 1% by Manulife Reinsurance
Corporation. Principal and accrued interest are payable on June 12,
2000. Interest on the loan calculated at 5.51% per annum is payable
semi-annually starting August 1, 1998.
B-21
<PAGE> 79
14. REINSURANCE
In the normal course of business, the Company, assumes and cedes
reinsurance as a party to several reinsurance treaties with major unrelated
insurance companies. The Company remains liable for amounts ceded in the
event that reinsurers do not meet their obligations.
The effects of reinsurance on premiums with unrelated insurance companies
were as follows:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31 1999 1998 1997
($ millions)
---------------------------------------------------------------------------------
<S> <C> <C> <C>
Direct premiums $ 976 $ 908 $ 932
Reinsurance assumed 12 - 4
Reinsurance ceded (107) (60) (67)
---------------------------------------------------------------------------------
TOTAL PREMIUMS $ 881 $ 848 $ 869
---------------------------------------------------------------------------------
</TABLE>
Reinsurance recoveries on ceded reinsurance contracts were $32.9 million,
$41.2 million, and $30.9 million during 1999, 1998, and 1997, respectively.
15. CONTINGENCIES
LEGAL PROCEEDINGS
In 1999, the Company settled a class action lawsuit related to policies
sold on a "vanishing premium" basis. As a result of the settlement, the
Company has agreed to pay special enhancements for certain policies
beginning on or after July 1, 1999. The present value of these payments has
an expected value of $150. In addition, the Company will pay $50 to
policyholders as part of a claims resolution process and has agreed,
subject to certain conditions, to not reduce dividends for a period of 3
years and to maintain the program of voluntary enhancements that was
previously implemented. The voluntary enhancements have an expected present
value of $300. Management believes that these provisions are also adequate
to address the remaining class actions and individual actions, including
actions that may result from policyholders who have opted out of class
settlement. However, there can be no assurance that these legal proceedings
or any further litigation relating to life insurance pricing and sales
practices will not have a material adverse effect on the Company's
business, financial conditions or results of operation.
The Company has provided for the estimated costs of settlement in these
consolidated financial statements based on the terms of the settlement.
The Company and its subsidiaries are subject to legal actions arising in
the ordinary course of business. These legal actions are not expected to
have a material adverse effect on the consolidated financial position of
the Company.
B-22
<PAGE> 80
CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
THE MANUFACTURERS LIFE INSURANCE
COMPANY (U.S.A.)
Six Months ended June 30, 2000 and 1999
PREPARED IN CONFORMITY WITH ACCOUNTING PRINCIPLES
GENERALLY ACCEPTED IN THE UNITED STATES
<PAGE> 81
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
AS AT AS AT
JUNE 30 DECEMBER 31
ASSETS ($ millions) 2000 1999
---- ----
(UNAUDITED)
<S> <C> <C>
INVESTMENTS
Securities available-for-sale, at fair value
Fixed maturity (amortized cost: 2000 $9,808; 1999 $9,561) $ 9,661 $ 9,358
Equity (amortized cost: 2000 $653; 1999 $622) 968 1,106
Mortgage loans 1,502 1,622
Real estate 1,015 1,027
Policy loans 1,928 1,843
Short-term investments 154 284
------- -------
TOTAL INVESTMENTS $15,228 $15,240
------- -------
Cash and cash equivalents $ 180 $ 131
Deferred acquisition costs 1,934 1,631
Deferred income taxes 162 151
Due from affiliates 536 504
Amounts recoverable from reinsurers 612 679
Other assets 652 882
Separate account assets 30,241 27,329
------- -------
TOTAL ASSETS $49,545 $46,547
------- -------
LIABILITIES, CAPITAL AND SURPLUS ($ millions)
LIABILITIES:
Policyholder liabilities and accruals $16,146 $15,894
Note payable 200 200
Other liabilities 818 1,001
Separate account liabilities 30,241 27,329
------- -------
TOTAL LIABILITIES $47,405 $44,424
------- -------
CAPITAL AND SURPLUS:
Capital stock $ 5 $ 5
Retained earnings 2,124 1,990
Accumulated other comprehensive income 11 128
------- -------
TOTAL CAPITAL AND SURPLUS $ 2,140 $ 2,123
------- -------
TOTAL LIABILITIES, CAPITAL AND SURPLUS $49,545 $46,547
------- -------
</TABLE>
See accompanying notes.
1
<PAGE> 82
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
Consolidated Statements of Income (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
($ millions) 2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE:
Premiums $ 206 $ 211 $ 417 $ 426
Fee income 231 181 458 344
Net investment income 281 262 559 525
Realized investment gains (losses) 107 21 153 26
Other (1) -- (2) 1
------- ------- ------- -------
TOTAL REVENUE $ 824 $ 675 $ 1,585 $ 1,322
------- ------- ------- -------
BENEFITS AND EXPENSES:
Policyholder benefits and claims $ 446 $ 378 $ 850 $ 765
Operating expenses and commissions 149 126 298 231
Amortization of deferred acquisition costs 39 19 45 41
Interest expense 9 12 15 16
Policyholder dividends 88 83 164 151
Minority interest expense 2 4 6 8
------- ------- ------- -------
TOTAL BENEFITS AND EXPENSES $ 733 $ 622 $ 1,378 $ 1,212
------- ------- ------- -------
INCOME BEFORE INCOME TAXES $ 91 $ 53 $ 207 $ 110
------- ------- ------- -------
INCOME TAXES $ 31 $ 21 $ 73 $ 43
------- ------- ------- -------
NET INCOME $ 60 $ 32 $ 134 $ 67
------- ------- ------- -------
</TABLE>
See accompanying notes.
2
<PAGE> 83
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS (UNAUDITED)
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
CAPITAL RETAINED COMPREHENSIVE TOTAL CAPITAL
($ thousands) STOCK EARNINGS INCOME AND SURPLUS
<S> <C> <C> <C> <C>
Balance at December 31, 1999 $ 5 $1,990 $128 $2,123
Comprehensive income - 134 (117) 17
------- ------ --- ------
BALANCE, JUNE 30, 2000 $ 5 $2,124 $11 $2,140
======= ====== === ======
</TABLE>
See accompanying notes.
3
<PAGE> 84
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
($ thousands) 2000 1999
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 134 $ 67
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Additions to policyholder liabilities and accruals 236 313
Deferred acquisition costs (296) (197)
Amounts recoverable from reinsurers 41 195
Amortization of deferred acquisition costs 45 41
Realized investment (gains) losses (153) (26)
(Additions) decreases to deferred income taxes (11) 44
Amounts due to affiliates (24) (27)
Other assets and liabilities, net (208) 123
Other, net 42 26
Net cash provided by (used in) operating activities $ (194) $ 559
INVESTING ACTIVITIES:
Fixed-maturity securities sold, matured or repaid $ 2,874 $ 2,500
Fixed-maturity securities purchased (3,248) (2,552)
Equity securities sold 629 166
Equity securities purchased (419) (145)
Mortgage loans advanced (28) (145)
Mortgage loans repaid 148 112
Real estate sold 45 5
Real estate purchased (42) (44)
Policy loans advanced, net (86) (63)
Short-term investments 130 (201)
Other investments, net 169 (183)
Net cash provided by (used in) investing activities $ 172 $ (550)
FINANCING ACTIVITIES:
Deposits and interest credited to policyholder account balances $ 844 $ 445
Withdrawals from policyholder account balances (770) (430)
Net reinsurance recoverable (3) --
Net cash provided by financing activities $ 71 $ 15
Increase in cash and cash equivalents during the period $ 49 $ 24
Cash and cash equivalents at beginning of year 131 82
BALANCE, END OF PERIOD $ 180 $ 106
</TABLE>
See accompanying notes.
4
<PAGE> 85
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(IN MILLIONS OF DOLLARS)
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of The
Manufacturers Life Insurance Company (U.S.A.) and its wholly-owned
subsidiaries (the "Company") have been prepared in accordance with
accounting principles generally accepted in the United States ("GAAP"),
except that they do not contain complete notes. However, in the opinion
of management, these statements include all normal recurring
adjustments necessary for a fair presentation of the results. Operating
results for the six months ended June 30, 2000 are not necessarily
indicative of the results that may be expected for the full year ending
December 31, 2000.
2. RECENT ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"). SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging
activities. Contracts that contain embedded derivatives, such as
certain insurance contracts, are also addressed by the Statement. SFAS
No. 133 requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and
measure those instruments at fair value. In July 1999, the FASB issued
Statement 137, which delayed the effective date of SFAS No. 133 to
fiscal years beginning after June 15, 2000. The Company is evaluating
the accounting implications of SFAS No. 133 and has not determined its
potential impact on its results of operations or its financial
position.
3. COMPREHENSIVE INCOME
Total comprehensive income was as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
COMPREHENSIVE INCOME:
($ thousands) 2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET INCOME $ 60 $ 32 $ 134 $ 67
----- ----- ----- -----
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized holding gains (losses) arising
during the year (208) 5 (216) 24
Foreign currency translation -- -- -- --
Less:
Reclassification adjustment for realized
(gains) losses included in net income (70) 14 (99) 24
----- ----- ----- -----
Other comprehensive loss (138) (9) (117) --
----- ----- ----- -----
COMPREHENSIVE INCOME (LOSS) $ (78) $ 23 $ 17 $ 67
----- ----- ----- -----
</TABLE>
5
<PAGE> 86
Other comprehensive loss is reported net of taxes recoverable of $74
and $5 for the three months and $63 and $0 for the six months ended
June 30, 2000 and 1999, respectively.
Accumulated other comprehensive income is comprised of the following:
<TABLE>
<CAPTION>
AS AT AS AT
($ millions) JUNE 30, 2000 DECEMBER 31, 1999
<S> <C> <C>
UNREALIZED GAINS :
Beginning balance $ 132 $ 154
Current period change (117) (22)
----- -----
Ending balance $ 15 $ 132
----- -----
FOREIGN CURRENCY:
Beginning balance $ (4) $ (5)
Current period change -- 1
----- -----
Ending balance $ (4) $ (4)
----- -----
ACCUMULATED OTHER COMPREHENSIVE INCOME $ 11 $ 128
----- -----
</TABLE>
4. CONTINGENCIES
LEGAL PROCEEDINGS
In 1999, the Company settled a class action lawsuit related to
policies sold on a "vanishing premium" basis. As a result of the
settlement, the Company has agreed to pay special enhancements for
certain policies beginning on or after July 1, 1999. The present value
of these payments has an expected value of $150. In addition, the
Company will pay $50 to policyholders as part of a claims resolution
process and has agreed, subject to certain conditions, to not reduce
dividends for a period of 3 years and to maintain the program of
voluntary enhancements that was previously implemented. The voluntary
enhancements have an expected present value of $300. Management
believes that these provisions are also adequate to address the
remaining class actions and individual actions, including actions that
may result from policyholders who have opted out of class settlement.
However, there can be no assurance that these legal proceedings or any
further litigation relating to life insurance pricing and sales
practices will not have a material adverse effect on the Company's
business, financial conditions or results of operation.
The Company has provided for the estimated costs of settlement in
these consolidated financial statements based on the terms of the
settlement.
The Company and its subsidiaries are subject to legal actions arising
in the ordinary course of business. These legal actions are not
expected to have a material adverse effect on the consolidated
financial position of the Company.
6
<PAGE> 87
PART 2
OTHER INFORMATION
<PAGE> 88
PART II. OTHER INFORMATION
Representation of Insurer Pursuant to Section 26 of the Investment Company Act
of 1940
The Manufacturers Life Insurance Company (U.S.A.) hereby represents
that the fees and charges deducted under the policies issued pursuant to this
registration statement in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by the Company.
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following papers and documents:
The facing sheet;
Cross-Reference Sheet;
The Prospectus, consisting of 77 pages;
Representation of Insurer Pursuant to Section 26 of the Investment Company Act
of 1940
The signatures;
Written consents of the following persons:
A. James D. Gallagher, Esq. - Filed Herewith
B. Opinion and Consent of Actuary - Filed Herewith
C. Ernst & Young LLP - Filed Herewith
The following exhibits are filed as part of this Registration Statement:
1. Copies of all exhibits required by paragraph A of the instructions as to
exhibits in Form N-8B-2 are set forth below under designations based on such
instructions:
A(1) Resolutions of Board of Directors of The
Manufacturers Life Insurance Company (U.S.A.)
establishing Separate Account A - Incorporated by
reference to Exhibit A(1) to initial registration
statement filed July 20, 2000 (File No. 333-41814)
(The "Initial Registration Statement").
A(3)(a)(i) Form of Distribution Agreement between The
Manufacturers Life Insurance Company (U.S.A.) and
ManEquity, Inc. Incorporated by reference to Exhibit
A(3)(a)(i), (ii) and (iii) to the registration
statement on Form S-6, file number 333-66303 filed
October 29, 1998 (the "SVUL Registration Statement").
A(3)(b)(i) Form of specimen agreement between ManEquity, Inc.
and registered representatives. Incorporated by
reference to Exhibit A(3)(b)(i) to pre-effective
amendment no. 1 to the registration statement on Form
S-6, file number 333-51293 filed August 28, 1998.
A(3)(b)(ii) Form of specimen agreement between The Manufacturers
Life Insurance Company (U.S.A.) and registered
representatives. Incorporated by reference to Exhibit
A(3)(b)(ii) to pre-effective amendment no. 1 to the
registration statement on Form S-6, file number
333-51293 filed August 28, 1998.
A(3)(b)(iii) Form of specimen Agreement between ManEquity, Inc.
and dealers. Incorporated by reference to Exhibit
A(3)(b)(iii) to pre-effective amendment no. 1 to the
registration statement on Form S-6, file number
333-51293 filed August 28, 1998.
<PAGE> 89
A(3)(b)(iv) Form of specimen agreement between The Manufacturers
Life Insurance Company (U.S.A.) and dealers.
Incorporated by reference to Exhibit A(3)(b)(iv) to
pre-effective amendment no. 1 to the registration
statement on Form S-6, file number 333-51293 filed
August 28, 1998.
A(5)(a) Form of Specimen Flexible Premium Variable Life
Insurance Policy - Incorporated by reference to
Exhibit A(5)(a) to the Initial Registration
Statement.
A(6)(a) Restated Articles of Redomestication of The
Manufacturers Life Insurance Company (U.S.A.) -
Incorporated by reference to Exhibit A(6)(a) to the
Initial Registration Statement.
A(6)(b) By-Laws of The Manufacturers Life Insurance Company
(U.S.A.) - Incorporated by reference to Exhibit
A(6)(b) to the Initial Registration Statement.
A(8)(a)(i) Form of Service Agreement between The Manufacturers
Life Insurance Company and The Manufacturers Life
Insurance Company (U.S.A.). Incorporated by reference
to Exhibit A(8)(a)(i),(ii), (iii), (iv), (v) and (vi)
to pre-effective amendment no. 1 to the registration
statement on Form S-6, file number 333-51293 filed
August 28, 1998.
A(8)(a)(vii) Form of Amendment to Service Agreement between The
Manufacturers Life Insurance Company and The
Manufacturers Life Insurance Company (U.S.A.).
Incorporated by reference to Exhibit A(8)(a)(vii) to
post-effective amendment No. 11 to the registration
statement on Form N-4, file number 33-57018 filed
March 1, 1999.
A(8)(b)(i) Service Agreement between The Manufacturers Life
Insurance Company and ManEquity, Inc. dated January
2, 1991. Incorporated by reference to Exhibit
A(8)(c)(i) to pre-effective amendment no. 1 to the
registration statement on Form S-6, file number
333-51293 filed August 28, 1998.
A(8)(b)(ii) Amendment to Service Agreement between The
Manufacturers Life Insurance Company and ManEquity,
Inc. dated March 1, 1994. Incorporated by reference
to Exhibit A(8)(c)(ii) to pre-effective amendment no.
1 to the registration statement on Form S-6, file
number 333-51293 filed August 28, 1998.
A(10)(a)(i) Form of Specimen Application for Flexible Premium
Variable Life Insurance Policy. Incorporated by
reference to Exhibit A(10) to post effective
amendment no. 7 to the registration statement on Form
S-6, file number 33-52310, filed April 26, 1996.
2. Consents of the following:
A. Opinion and consent of James D. Gallagher, Esq., Secretary and
General Counsel of The Manufacturers Life Insurance Company
(U.S.A.) - Filed Herewith
B. Opinion and consent of Actuary, of The Manufacturers Life
Insurance Company (U.S.A.) - Filed Herewith
C. Consent of Ernst & Young LLP- Filed Herewith
3. No financial statements are omitted from the prospectus pursuant to
instruction 1(b) or (c) of Part I.
4. Not applicable.
<PAGE> 90
5. Memorandum Regarding Issuance, Face Amount Increase, Redemption and Transfer
Procedures for the Policies. - Incorporated by reference to Exhibit 5 to the
Initial Registration Statement
6. Powers of Attorney for all Directors and the Chief Financial Officer of The
Manufacturers Life Insurance Company (U.S.A.) - - Incorporated by reference
to Exhibit 6 to the Initial Registration Statement
<PAGE> 91
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant and the Depositor and have caused this amendment to the Registration
Statement to be signed on their behalf in the City of Boston, Massachusetts, on
this November 9, 2000.
SEPARATE ACCOUNT A OF
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
(Registrant)
By: THE MANUFACTURERS LIFE INSURANCE
COMPANY (U.S.A.)
(Depositor)
By: /s/John D. DesPrez III
----------------------
John D. DesPrez III
President
THE MANUFACTURERS LIFE
INSURANCE COMPANY (U.S.A.)
By: /s/John D. DesPrez III
----------------------
John D. DesPrez III
President
<PAGE> 92
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
amended Registration Statement has been signed by the following persons in the
capacities indicated on this November 9, 2000.
Signature Title
--------- -----
/s/John D. DesPrez III Chairman and President
--------------------------- (Principal Executive Officer)
John D. DesPrez III
/s/John Ostler Vice President and
--------------------------- Chief Financial Officer
John Ostler
* Director
---------------------------
Felix Chee
* Director
---------------------------
Robert A. Cook
/s/James D. Gallagher Director
---------------------
James D. Gallagher
* Director
---------------------------
Geoffrey Guy
* Director
---------------------------
James O'Malley
* Director
---------------------------
Joseph J. Peitroski
* Director
---------------------------
Rex Schaybaugh
*/s/James D. Gallagher
---------------------------
JAMES D. GALLAGHER
Pursuant to Power of Attorney
<PAGE> 93
EXHIBIT INDEX
Item No. Description
2A. Opinion and Consent of James D. Gallagher
2B. Opinion and Consent of Actuary
2C. Opinion and Consent of Ernst & Young
