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DEF 14a
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than
the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) of Rule 14a-12
MANULIFE SERIES FUND, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[MANULIFE FINANCIAL LETTERHEAD]
Theodore F. Kilkuskie
Vice President
U.S. Individual Insurance
November 15, 1996
Dear Policyholder:
Enclosed is important information regarding your policy and the funds to which
your policy values may be allocated. When The Manufacturers Life Insurance
Company and The North American Life Assurance Company merged in January 1996,
each company had its own family of funds. We are now taking steps to streamline
our fund families and, accordingly, have developed a proposal to merge the two
sets of funds.
As a policyholder with policy values allocated (as of October 23, 1996) to one
or more of the Manulife Series Fund, Inc. funds, you have the right to provide
voting instructions regarding the proposed merger. A meeting will be held on
December 20, 1996 to vote upon this proposal. You may provide voting
instructions without attending this meeting. Just complete the enclosed voting
instructions form(s). Your voting instructions must be received by December
19, 1996.
This package describes in detail information you need to know to help make your
decision. Please review the enclosed material carefully. It contains:
a) a prospectus/proxy statement and a letter from Donald Guloien,
President of Manulife Series Fund, Inc.
b) voting instructions form(s)
c) a question and answer sheet
If you had policy values allocated to NASL Series Trust funds as of the close
of business on October 23, 1996, you will also receive a package from NASL
Series Trust detailing certain proposed changes to those funds.
If you have additional questions after reading this information, please contact
our Variline at 1-800-827-4546.
Sincerely,
[Signature]
Ted Kilkuskie
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QUESTION AND ANSWER SHEET
Q1. AS A POLICYHOLDER OF A VARIABLE LIFE OR VARIABLE ANNUITY POLICY ISSUED
BY THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA, WHAT DO I NEED
TO DO?
A1. Just make sure you return your voting instructions form(s). After
reviewing the accompanying proxy material carefully, simply return the
voting instructions form(s) in the prepaid envelope enclosed. You should
complete and return EACH voting instructions form.
Q2. IF THE PROPOSAL IS APPROVED, WHAT WILL HAPPEN?
A2. If the merger proposal is approved, and all other requirements of the
merger are fulfilled, on or about December 31, 1996 Manulife Series
Fund, Inc. ("MSF") and NASL Series Trust will be merged into one
combined fund family with the name NASL Series Trust. All owners of
variable life and variable annuity policies issued by The Manufacturers
Life Insurance Company of America with policy values allocated to funds
of MSF will instead have their policy values allocated to corresponding
funds of NASL Series Trust.
Q3. HOW WAS THE NUMBER OF SHARES FOR WHICH I MAY PROVIDE VOTING INSTRUCTIONS
DETERMINED?
A3. As of the close of business on October 23, 1996, we recorded policy
values for each of the variable annuity and variable life policies you
hold. You should receive one voting instructions form for each of the
MSF funds to which your policy values were allocated as of that date.
The number of shares for which you may provide voting instructions was
determined by dividing your October 23, 1996 policy value allocated to
each of your MSF funds by the share value of that MSF fund on that
date.
Q4. WHY WAS OCTOBER 23, 1996 CHOSEN AS THE RECORD DATE, AND WHAT DOES THAT
MEAN?
A4. The Board of Directors chose the October 23, 1996 date in accordance
with MSF's by-laws. The Board is required to fix a record date not more
than 90 days and not less than 10 days before the date of the
shareholders' meeting. The shareholders' meaning is scheduled for
December 20, 1996. October 23, 1996 is a date between 10 and 90 days
prior to this meeting. Only policyowners who had policy values allocated
to MSF funds as of the close of business on October 23, 1996 are
entitled to provide voting instructions.
Q5. WHAT HAPPENS IF I CHOOSE NOT TO PROVIDE VOTING INSTRUCTIONS?
A5. Shares in each fund for which we do NOT receive voting instructions will
be voted in the SAME proportion as shares in each fund for which we do
receive voting instructions from policyholders.
Q6. IF I AM A MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA POLICYHOLDER,
WHY DID I ALSO RECEIVE A NASL SERIES TRUST PROXY STATEMENT?
A6. Certain changes are also being proposed for NASL Series Trust that
require shareholder approval. These changes are described briefly in the
attached prospectus/proxy statement where relevant to the merger, but
the merger is not dependent on approval of such related changes to NASL
Series Trust. If you had policy values allocated to NASL Series Trust
funds as of the close of business on October 23, 1996, you received
proxy materials from NASL Series Trust seeking your voting instructions
with respect to the proposed changes to such NASL Series Trust funds.
MSF and NASL Series Trust materials were mailed separately to avoid
confusion between the proposals.
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Q7. WHY DID I RECEIVE MORE THAN ONE VOTING INSTRUCTIONS FORM?
A7. You received one voting instructions form for each MSF fund to which
you had policy values allocated as of the close of business on
October 23, 1996.
Q8. WHAT WILL HAPPEN TO MY CONTRACT FOLLOWING THE MERGER?
A8. Your policy values will remain unchanged upon completion of the merger.
As a result of the consolidation of funds, policy confirmation notices
and annual statements received after the merger will reflect the
following changes:
<TABLE>
<S> <C>
POLICY VALUES PREVIOUSLY ALLOCATED TO WILL BE ALLOCATED TO THIS NEWLY CREATED
THIS MSF FUND: NASL FUND:
Emerging Growth Equity Fund Emerging Growth Trust
Managed by Warburg, Pincus Counsellors, Inc.
Balanced Assets Fund Balanced Trust
Managed by Founders Asset Management, Inc.
International Fund International Stock Trust
Managed by Rowe Price-Fleming International, Inc.
Common Stock Fund Common Stock Trust
Managed by Manufacturers Adviser Corporation
Pacific Rim Emerging Markets Fund Pacific Rim Emerging Markets Trust
Managed by Manufacturers Adviser Corporation
Real Estate Securities Fund Real Estate Securities Trust
Managed by Manufacturers Adviser Corporation
Capital Growth Bond Fund Capital Growth Bond Trust
Managed by Manufacturers Adviser Corporation
Equity Index Fund Equity Index Trust
Managed by Manufacturers Adviser Corporation
POLICY VALUES PREVIOUSLY ALLOCATED WILL BE ALLOCATED TO THIS EXISTING NASL FUND:
TO THIS MSF FUND:
Money-Market Fund Money Market Trust
Managed by Manufacturers Adviser Corporation
</TABLE>
Q9. DO I NEED TO DO ANYTHING TO CONTINUE MY CURRENT INVESTMENT PROGRAM?
A9. No, following completion of the merger, policy values previously
allocated to MSF funds will be automatically allocated to the
corresponding NASL Series Trust fund as detailed in the proxy materials.
Q10. WHO CAN I CALL IF I HAVE ADDITIONAL QUESTIONS ABOUT THIS INFORMATION?
A10. Please call our Variline at 1-800-827-4546 between 9:00 AM and 5 PM EST.
