<PAGE> 1
Registration No.33-52310
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-6
POST-EFFECTIVE AMENDMENT NO. 10
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF l933
SEPARATE ACCOUNT THREE
OF
THE MANUFACTURERS LIFE
INSURANCE COMPANY OF AMERICA
(Exact name of trust)
THE MANUFACTURERS LIFE
INSURANCE COMPANY OF AMERICA
(Name of depositor)
______________________
500 N. 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 of America
500 N. Woodward Avenue
Bloomfield Hills, Michigan 48304
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on , 1997 pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
__X__ on May 1, 1997 pursuant to paragraph (a)(1) of Rule 485
_____ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
Election Pursuant to Rule 24f-2
Registrant has registered, pursuant to Rule 24f-2 under the Investment Company
Act of 1940, an indefinite number of its variable life contracts for sale under
the Securities Act of 1933 and filed a Rule 24f-2 Notice on February 25, 1997
for its fiscal year ended December 31, 1996.
<PAGE> 2
SEPARATE ACCOUNT THREE
OF
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
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 Life of America,
Separate Account Three, and NASL Series Trust (Manufacturers Life of
America's Separate Account Three)
2 ----- Cover Page; General Information About Manufacturers Life of America,
Separate Account Three, and NASL Series Trust (Manufacturers Life Of
America And Manufacturers Life)
3 ----- *
4 ----- Miscellaneous Matters (Distribution of the Policy)
5 ----- General Information About Manufacturers Life Of America, Separate
Account Three, and NASL Series Trust (Manufacturers Life of
America's Separate Account Three)
6 ----- General Information About Manufacturers Life of America, Separate
Account Three, and NASL Series Trust (Manufacturers Life of
America's Separate Account Three)
7 ----- *
8 ----- *
9 ----- Miscellaneous Matters (Pending Litigation)
10 ---- Detailed Information About The Policies
11 ----- General Information About Manufacturers Life Of America, Separate
Account Three, and NASL Series Trust (NASL Series Trust)
12 ----- General Information About Manufacturers Life Of America, Separate
Account Three, and NASL Series Trust (NASL Series Trust)
13 ----- Detailed Information About The Policies (Charges and Deductions)
14 ----- Detailed Information About the Policies (Premium Provisions --
Policy Issue and Initial Premium); Miscellaneous Matters
(Responsibilities Assumed By Manufacturers Life)
15 ----- Detailed Information About The Policies (Premium Provisions --
Policy Issue and Initial Premium)
16 ----- **
17 ----- Detailed Information About The Policies (Policy Values -- Partial
Withdrawals and Surrenders); Other Provisions -- Payment of
Proceeds)
_____________
* Omitted since answer is negative or item is not applicable.
** Omitted.
<PAGE> 3
Form
N-8B-2
Item No. Caption in Prospectus
18 ----- General Information About Manufacturers Life Of America, Separate
Account Three, and NASL Series Trust
19 ----- Detailed Information About The Policies (Other Provisions -- Reports
To Policyowners); Miscellaneous Matters (Responsibilities Assumed By
Manufacturers Life)
20 ----- *
21 ----- Detailed Information About The Policies
22 ----- *
23 ----- **
24 ----- Detailed Information About the Policies (Other General Policy
Provisions)
25 ----- General Information About Manufacturers Life Of America, Separate
Account Three, and NASL Series Trust (Manufacturers Life Of America
And Manufacturers Life)
26 ----- *
27 ----- **
28 ----- Miscellaneous Matters (The Directors And Officers Of Manufacturers
Life Of America)
29 ----- General Information About Manufacturers Life Of America, Separate
Account Three, and NASL Series Trust (Manufacturers Life Of America
And Manufacturers Life)
30 ----- *
31 ----- *
32 ----- *
33 ----- *
34 ----- *
35 ----- **
36 ----- *
37 ----- *
38 ----- Miscellaneous Matters (Distribution of the Policy; Responsibilities
Assumed By Manufacturers Life)
39 ----- Miscellaneous Matters (Distribution of the Policy)
40 ----- *
41 ----- **
42 ----- *
43 ----- *
44 ----- Detailed Information About The Policies (Policy Values -- Policy
Value)
45 ----- *
46 ----- Detailed Information About The Policies (Policy Values -- Partial
Withdrawals and Surrenders; Other Provisions -- Payment of Proceeds)
47 ----- General Information About Manufacturers Life Of America, Separate
Account Three, and NASL Series Trust (NASL Series Trust)
_____________
* Omitted since answer is negative or item is not applicable.
** Omitted.
<PAGE> 4
Form
N-8B-2
Item No. Caption in Prospectus
48 ----- *
49 ----- *
50 ----- General Information About Manufacturers Life Of America, Separate
Account Three, and NASL Series Trust (Manufacturers Life Of
America's Separate Account Three)
51 ----- Detailed Information About The Policies
52 ----- Detailed Information About The Policies (Miscellaneous Matters --
Portfolio Share Substitution)
53 ----- **
54 ----- *
55 ----- *
56 ----- *
57 ----- *
58 ----- *
59 ----- Financial Statements
______________
* Omitted since answer is negative or item is not applicable.
** Omitted.
<PAGE> 5
PART I
PROSPECTUS
<PAGE> 6
PROSPECTUS FOR
[LOGO]
A FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE POLICY
Issued by
The Manufacturers Life Insurance Company of America
And for
NASL Series Trust
Printed 1997
[LOGO]
<PAGE> 7
Prospectus for
VENTURE VUL
A Flexible Premium
Variable Life Insurance Policy
Issued by
The Manufacturers Life Insurance
Company of America
<PAGE> 8
Prospectus
The Manufacturers Life Insurance
Company of America
Separate Account Three
Venture VUL
Flexible Premium Variable Life Insurance Policy
This prospectus describes the flexible premium variable life insurance policy
(the "Policy") issued by The Manufacturers Life Insurance Company of America
("Manufacturers Life of America" or the "Company"), a stock life insurance
company that is an indirect wholly-owned subsidiary of The Manufacturers Life
Insurance Company ("Manufacturers Life"). The Policies are 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 the policyowner to pay
premiums and adjust insurance coverage in light of his or her current financial
circumstances and insurance needs. The Policies provide for: (1) a Net Cash
Surrender Value that can be obtained by partial withdrawals or surrender of the
Policy; (2) policy loans; and (3) an insurance benefit payable at the life
insured's death.
Policy Value may be accumulated on a fixed basis or vary with the investment
performance of the sub-accounts of Manufacturers Life of America's Separate
Account Three (the "Separate Account") to which the policyowner allocates net
premiums.
The assets of each sub-account will be used to purchase shares of a particular
investment portfolio ("Portfolio") of NASL Series Trust. The accompanying
prospectus for NASL Series Trust, and the corresponding statement of additional
information, describes the investment objectives of the Portfolios in which net
premiums may be invested. The Portfolios available for allocation of net
premiums are the: Pacific Rim Emerging Markets Trust, Science & Technology
Trust, International Small Cap Trust, Emerging Growth Trust, Pilgrim Baxter
Growth Trust, Small/Mid Cap Trust, International Stock Trust, Worldwide Growth
Trust, Global Equity Trust, Growth Trust, Equity Trust, Quantitative Equity
Trust (formerly the Common Stock Fund), Equity Index Trust, Blue Chip Growth
Trust, Real Estate Securities Trust, Value Trust, International Growth and
Income Trust, Growth and Income Trust, Equity-Income Trust, Balanced Trust,
Aggressive Asset Allocation Trust, Moderate Asset Allocation Trust, Conservative
Asset Allocation Trust, High Yield Trust, Strategic Bond Trust, Global
Government Bond Trust, Capital Growth Bond Trust, Investment Quality Bond Trust,
U.S. Government Securities Trust, Money Market Trust, Lifestyle Aggressive 1000
Trust, Lifestyle Growth 820 Trust, Lifestyle Balanced 640 Trust, Lifestyle
Moderate 460 Trust and Lifestyle Conservative 280 Trust (collectively the "NASL
Trusts"). Other sub-accounts and Portfolios may be added in the future.
Prospective purchasers should ask a Manulife Financial representative if
changing, or adding to, existing insurance coverage would be advantageous.
Prospective purchasers should note that it may not be advisable to purchase a
Policy as a replacement for existing insurance.
<PAGE> 9
Because of the substantial nature of the surrender charges, the Policy is not
suitable for short-term investment purposes. A policyowner contemplating
surrender of a Policy should pay special attention to the sales charge
limitation provisions described in this prospectus, which apply only during the
first two years following issuance of the Policy or following an increase in
face amount.
PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. IT IS
VALID ONLY WHEN ACCOMPANIED BY A CURRENT PROSPECTUS FOR NASL SERIES TRUST.
The Securities and Exchange Commission 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.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Manufacturers Life Insurance
Company of America
500 N. Woodward Avenue
Bloomfield Hills, Michigan 48304
Service Office:
200 Bloor Street East
Toronto, Ontario, Canada M4W 1E5
TELEPHONE: 1-800-827-4546
(1-800-VARILIN[E])
The date of this Prospectus is ___________, 1997.
<PAGE> 10
Prospectus Contents
Page
Introduction To Policies............................... 1
General Information About Manufacturers
Life of America
Separate Account Three and NASL Series Trust
Manufacturers Life of America And
Manufacturers Life......................... 12
Manufacturers Life of America's
Separate Account Three..................... 12
NASL Series Trust.............................. 13
Investment Objectives and Certain Policies
Of The Portfolios.......................... 15
Detailed Information About The Policies
PREMIUM PROVISIONS................................. 18
Policy Issue And Initial Premium............... 18
Premium Allocation............................. 19
Premium Limitations............................ 19
Short-Term Cancellation Right And
"Free Look" Provisions..................... 20
INSURANCE BENEFIT.................................. 20
The Insurance Benefit.......................... 20
No Lapse Guarantee............................. 21
No Lapse Guarantee Cumulative Premium Test..... 21
Death Benefit Guarantee........................ 22
Death Benefit Options.......................... 23
Death Benefit Option Changes................... 25
Face Amount Changes............................ 26
POLICY VALUES...................................... 27
Policy Value................................... 27
Transfers Of Policy Value...................... 28
Policy Loans................................... 31
Partial Withdrawals And Surrenders............. 34
CHARGES AND DEDUCTIONS............................. 35
Deductions From Premiums....................... 35
Surrender Charges.............................. 36
Monthly Deductions............................. 43
Administration Charge.......................... 44
Cost Of Insurance Charge....................... 44
Mortality And Expense Risks Charge............. 45
Other Charges.................................. 45
Special Provisions For Group Or
Sponsored Arrangements..................... 47
Special Provisions For Exchanges............... 48
THE GENERAL ACCOUNT................................ 48
OTHER GENERAL POLICY PROVISIONS.................... 49
Policy Default................................. 49
Policy Reinstatement........................... 49
Miscellaneous Policy Provisions................ 50
OTHER PROVISIONS................................... 51
Supplementary Benefits......................... 51
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Page
Payment Of Proceeds............................ 51
Reports To Policyowners........................ 51
MISCELLANEOUS MATTERS.............................. 52
Portfolio Share Substitution................... 52
Federal Income Tax Considerations.............. 52
Tax Status Of The Policy................... 53
Tax Treatment Of Policy Benefits........... 54
The Company's Taxes........................ 56
Distribution Of The Policy..................... 57
Responsibilities Assumed By
Manufacturers Life......................... 57
Voting Rights.................................. 58
Directors And Officers Of
Manufacturers Life of America.............. 58
State Regulations.............................. 62
Pending Litigation............................. 62
Additional Information......................... 62
Legal Matters.................................. 62
Experts........................................ 62
Financial Statements................................... 63
Appendices............................................. 120
A. Sample Illustrations Of Policy Values, Cash
Surrender Values And Death Benefits................ 120
B. Definitions......................................... 142
C. Deferred Sales Charge Tables........................ 146
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, THE PROSPECTUS OF NASL SERIES TRUST, OR THE STATEMENT OF
ADDITIONAL INFORMATION OF NASL SERIES TRUST.
You are urged to examine this prospectus carefully. The INTRODUCTION TO
POLICIES will briefly describe the Flexible Premium Variable Life Insurance
Policy. More detailed information will be found within.
<PAGE> 12
Introduction To Policies
The following summary is intended to provide a general description of the most
important features of the Policy. It is not comprehensive and is qualified in
its entirety by 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 corridor
percentage test (see "Death Benefit Options").
General.
The Policy provides a death benefit in the event of the death of the life
insured.
Premium payments may be made at any time and in any amount, subject to certain
limitations.
After certain deductions, premiums will be allocated, according to the
policyowner's instructions, to one or more of the general account and the
sub-accounts of Manufacturers Life of America's Separate Account Three. Assets
of the sub-accounts of Separate Account Three are invested in shares of a
particular Portfolio of NASL Series Trust. Allocation instructions may be
changed at any time and transfers among the accounts may be made subject to
certain restrictions (see "Transfers of Policy Value").
The Portfolios currently offered are the: Pacific Rim Emerging Markets Trust,
Science & Technology Trust, International Small Cap Trust, Emerging Growth
Trust, Pilgrim Baxter Growth Trust, Small/Mid Cap Trust, International Stock
Trust, Worldwide Growth Trust, Global Equity Trust, Growth Trust, Equity Trust,
Quantitative Equity Trust (formerly the Common Stock Fund), Equity Index Trust,
Blue Chip Growth Trust, Real Estate Securities Trust, Value Trust, International
Growth and Income Trust, Growth and Income Trust, Equity-Income Trust, Balanced
Trust, Aggressive Asset Allocation Trust, Moderate Asset Allocation Trust,
Conservative Asset Allocation Trust, High Yield Trust, Strategic Bond Trust,
Global Government Bond Trust, Capital Growth Bond Trust, Investment Quality Bond
Trust, U.S. Government Securities Trust, Money Market Trust, Lifestyle
Aggressive 1000 Trust, Lifestyle Growth 820 Trust, Lifestyle Balanced 640 Trust,
Lifestyle Moderate 460 Trust and Lifestyle Conservative 280 Trust (collectively
the "NASL Trusts"). Other sub-accounts and Portfolios may be added in the
future.
The Policy has a Policy Value reflecting premiums paid, the investment
performance of the accounts to which the policyowner has allocated premiums, and
certain charges for expenses and cost of insurance. The policyowner may obtain
a portion of the Policy Value by taking a policy loan or a partial withdrawal,
or by full surrender of the Policy.
Death Benefit.
Death Benefit Options. The policyowner elects to have the Policy's death
benefit determined under one of two options:
- - death benefit equal to the face amount of the Policy, or
- - death benefit equal to the face amount of the Policy plus the Policy
Value.
Under either option, the death benefit may have to be increased to a multiple of
the Policy Value to satisfy the corridor percentage test under the definition of
1
<PAGE> 13
life insurance in the Internal Revenue Code. See Detailed Information About The
Policies: Insurance Benefit -- "The Insurance Benefit" and "Death Benefit
Options."
The Policyowner May Change The Death Benefit Option. A change in the death
benefit option may be requested after the Policy has been in force for two
years. See Detailed Information About The Policies; Insurance Benefit -- "Death
Benefit Option Changes."
The Policyowner May Increase The Face Amount. After the Policy has been in
force for two years, an increase in the face amount of the Policy may be
requested once per policy year. An increase in the face amount is subject to
satisfactory evidence of insurability and will usually result in the Policy's
being subject to new surrender charges. See Detailed Information About The
Policies; Insurance Benefit -- "Face Amount Changes."
The Policyowner May Decrease The Face Amount. A decrease in the face amount may
be requested once per policy year after the Policy has been in force for two
years, except during the two-year period following any increase in face amount.
In addition, during the two-year period following an increase in face amount,
the policyowner may elect at any time to cancel the increase. During the
two-year period following an increase, the deferred sales charge for the
increase is subject to the Policy's sales charge limitation provisions. A
decrease in face amount may result in certain surrender charges being deducted
from the Policy Value. See Detailed Information About The Policies; Insurance
Benefit -- "Face Amount Changes."
Premium Payments Are Flexible.
The policyowner may pay premiums at any time and in any amount, subject to
certain limitations. See Detailed Information About The Policies; Premium
Provisions -- "Policy Issue" and "Premium Limitations."
The policyowner must pay at least the Initial Premium to put the Policy in
force. See Detailed Information About The Policies; Premium Provisions --
"Policy Limitations" and "Death Benefit Guarantee."
After the Initial Premium is paid there is no minimum premium required. However,
by complying with the Cumulative Premium Test the policyowner can ensure the
Policy will not go into default for the first three policy years. For Policies
with a face amount of at least $250,000, the policyowner can ensure the Policy
will not go into default (i) prior to the life insured reaching age 100 if Death
Benefit Option 1 is maintained throughout the life of the Policy and (ii) prior
to the life insured reaching age 85 if Death Benefit Option 2 is selected at any
time, by satisfying the Cumulative Premium Test or the Fund Value Test. See
Detailed Information About The Policies; Premium Provisions -- "Death Benefit
Guarantee."
Certain maximum premium limitations apply to the Policy to ensure the Policy
qualifies as life insurance under rules defined in the Internal Revenue Code.
See Detailed Information About The Policies; Premium Provisions -- "Premium
Limitations."
2
<PAGE> 14
Summary Of Charges And Deductions.
Charges under the Policy are assessed as:
(1) deductions from premiums
- the Company reserves the right to make a charge for state, local and
federal taxes in an amount not to exceed 3.60%
(2) surrender charges upon surrender, partial withdrawal in excess of the
Withdrawal Tier Amount, decrease in face amount or lapse
- deferred underwriting charge of $6 for each $1,000 of face amount
- deferred sales charge of a maximum of 50% of premiums paid up to a
maximum of 3.031 Target Premiums
(3) monthly deductions
- administration charge of $35 per month until the first policy
anniversary; thereafter, $10 per per month (the right is reserved to
increase the administration charge by an additional amount of up to $.01
per $1,000 of face amount per month)
- cost of insurance charge
- mortality and expense risks charge of .90% per annum through the later
of the tenth policy anniversary and the policyowner's attained age 60
and, thereafter, .45% per annum
- supplementary benefit(s) charge(s)
(4) Other Charges
Investment Management Fees and Expenses
Investment management fees paid by NASL Series Trust (excluding the
Lifestyle Trusts) range from .25% to 1.10% of the assets of the Portfolios.
Maximum expenses range from .15% to .75% of the assets of the Portfolios
(excluding the Lifestyle Trusts). Because each Lifestyle Trust will invest
in shares of Underlying Portfolios each will bear its pro rata share of the
fees and expenses incurred by the Underlying Portfolios.
3
<PAGE> 15
(5) Certain Transfers
- transfer fee of $25 per transfer in excess of twelve transfers in any
policy year.
- transfer fee of $5 for each transfer under the Dollar Cost Averaging
program when Policy Value does not exceed $15,000
For a complete discussion of charges and deductions see the heading Charges And
Deductions in this Introduction and the references therein, and see also the
heading Transfers Are Permitted in this Introduction and the references therein.
Investment Options.
Premiums will be allocated, according to the policyowner's instructions, to any
combination of the general account or one or more of the sub-accounts of
Manufacturers Life of America's Separate Account Three.
Each sub-account of Separate Account Three invests its assets in the shares of
one of the following portfolios:
- Pacific Rim Emerging Markets Trust
- Science & Technology Trust
- International Small Cap Trust
- Emerging Growth Trust
- Pilgrim Baxter Growth Trust
- Small/Mid Cap Trust
- International Stock Trust
- Worldwide Growth Trust
- Global Equity Trust
- Growth Trust
- Equity Trust
- Quantitative Equity Trust
- Equity Index Trust
- Blue Chip Growth Trust
- Real Estate Securities Trust
- Value Trust
- International Growth and Income Trust
- Growth and Income Trust
4
<PAGE> 16
- Equity-Income Trust
- Balanced Trust
- Aggressive Asset Allocation Trust
- Moderate Asset Allocation Trust
- Conservative Asset Allocation Trust
- High Yield Trust
- Strategic Bond Trust
- Global Government Bond Trust
- Capital Growth Bond Trust
- Investment Quality Bond Trust
- U.S. Government Securities Trust
- Money Market Trust
- Lifestyle Aggressive 1000 Trust
- Lifestyle Growth 820 Trust
- Lifestyle Balanced 640 Trust
- Lifestyle Moderate 460 Trust
- Lifestyle Conservative 280 Trust
The policyowner may change the allocation of net premiums among the general
account and the sub-accounts at any time. See General Information About
Manufacturers Life of America, Separate Account Three, and NASL Series Trust and
Detailed Information About the Policies; Premium Provisions -- "Premium
Allocation" and Policy Values -- "Policy Value."
The Policy Value.
The Policy has a Policy Value which reflects the following: premium payments
made; investment performance of the sub-accounts to which amounts have been
allocated; interest credited by the Company to amounts allocated to the general
account; partial withdrawals; and deduction of charges described under "Charges
And Deductions" below.
The Policy Value is the sum of the values in the Investment Accounts, the
Guaranteed Interest Account and the Loan Account.
Investment Account. An Investment Account is established under the Policy for
each sub-account of the Separate Account to which net premiums or transfer
amounts have been allocated. An Investment Account measures the interest of the
Policy in the corresponding sub-account.
The value of each Investment Account under the Policy varies each Business Day
and reflects the investment performance of the Portfolio shares held in the
5
<PAGE> 17
corresponding sub-account. See Detailed Information About the Policies; Policy
Values -- "Policy Value."
Guaranteed Interest Account. The Guaranteed Interest Account consists of that
portion of the Policy Value based on net premiums allocated to, and amounts
transferred to, the general account of the Company.
Manufacturers Life of America credits interest on amounts in the Guaranteed
Interest Account at an effective annual rate guaranteed to be at least 4%. See
Detailed Information About the Policies and The General Account.
Loan Account. When a policy loan is made, Manufacturers Life of America will
establish a Loan Account under the Policy and will transfer an amount from the
Investment Accounts and the Guaranteed Interest Account to the Loan Account.
The Company will credit interest to amounts in the Loan Account at an effective
annual rate of at least 4%. The actual rate credited on loan amounts will be
the rate charged on loan amounts less an interest rate differential, currently
1.75%, except on Select Loan Amounts where the interest rate differential,
subject to change in certain circumstances, is currently 0%. See Detailed
Information About the Policies; Policy Values -- "Policy Loans."
Transfers Are Permitted. A policyowner may make transfers among the
sub-accounts of Separate Account Three and the Company's general account,
subject to certain restrictions.
Twelve transfers per policy year may be made at no cost to the policyowner;
excess transfers will be permitted at a cost of $25 per transfer. All transfer
requests received at the same time are treated as a single transfer request.
Certain restrictions may apply to transfer requests. See Detailed Information
About the Policies; Policy Values -- "Policy Value."
Using The Policy Value.
Borrowing Against The Policy Value. The policyowner may borrow against the
Policy Value. The minimum loan amount is $500.
Loan interest will be charged on a fixed basis at an effective annual rate of
5.75%. See Detailed Information About the Policies; Policy Values -- "Policy
Loans."
A Policyowner May Make A Partial Withdrawal Of The Policy Value. After a Policy
has been in force for two years the policyowner may make a partial withdrawal of
the Policy Value. The minimum withdrawal amount is $500. The policyowner may
specify that the withdrawal is to be made from a specific Investment Account or
the Guaranteed Interest Account.
A partial withdrawal may result in a reduction in the face amount of the Policy
and may also result in the assessment of a portion of the surrender charges to
which the Policy is subject. See Detailed Information About the Policies;
Policy
6
<PAGE> 18
Values -- "Partial Withdrawals and Surrenders" and Charges and Deductions --
"Surrender Charges."
The Policy May Be Surrendered For Its Net Cash Surrender Value. The Net Cash
Surrender Value is equal to the Policy Value less surrender charges, outstanding
monthly deductions due and the value of the Loan Account. Surrender of a Policy
during the Surrender Charge Period will usually result in assessment of
surrender charges. See Detailed Information About the Policies; Policy Values
- -- "Partial Withdrawals and Surrenders" and Charges and Deductions -- "Surrender
Charges."
Charges And Deductions.
1) Deductions From Premiums.
- the Company reserves the right to make a charge for state, local and
federal taxes in an amount not to exceed 3.60%
2) Surrender Charges. Manufacturers Life of America will usually deduct a
deferred underwriting charge and a deferred sales charge if, during the
Surrender Charge Period:
- the Policy is surrendered for its Net Cash Surrender Value,
- a partial withdrawal in excess of the Withdrawal Tier Amount is made,
- a decrease in face amount is requested, or
- the Policy lapses.
The deferred underwriting charge is $6 for each $1,000 of face amount of life
insurance coverage initially or added by increase. In effect, the charge
applies only to the first $500,000 of face amount initially purchased or the
first $500,000 of each subsequent increase in face amount. Thus, the charge
made in connection with any one underwriting will not exceed $3,000.
The full amount of the deferred underwriting charge will be in effect for five
years following Policy issue. Beginning in the sixth year these charges grade
downward over a maximum ten-year period. See Detailed Information About the
Policies; Charges And Deductions -- "Surrender Charges."
The maximum deferred sales charge is 50% of premiums paid up to a maximum number
of Target Premiums that varies (from -0.180 to 3.031) according to the issue age
of the life insured, the face amount at issue and the amount of any increase.
Subject to compliance with the sales charge limitation provisions described
below, the maximum deferred sales charge will be in effect for at least the
first two years of the Surrender Charge Period. After that, the portion of the
deferred sales charge that remains in effect will grade down at a rate that also
varies according to the issue age of the life insured until, at the end of the
Surrender Charge Period there is no deferred sales charge. See Detailed
Information About the Policies -- "Charges And Deductions" -- Surrender Charges.
In the event of a face amount increase, the surrender charges applicable to the
7
<PAGE> 19
increase will be those rates that would apply if a Policy were issued to the
life insured at his or her then attained age and based on the amount of the
increase.
Limitation Of Sales Charges. If the Policy is surrendered at any time during
the first two years following issuance or following an increase in face amount
or if the increase is cancelled during the two-year period following the
increase, then Manufacturers Life of America may forego deducting the maximum
deferred sales charge applicable to the Policy or the increase. See Detailed
Information About the Policies; Charges And Deductions -- "Surrender Charges."
If the Policy is surrendered after that two-year period, the full amount of the
applicable sales charge will apply.
3) Monthly Deductions. At the beginning of each policy month Manufacturers
Life of America deducts from the Policy Value:
- an administration charge of $35 per month until the first policy
anniversary; thereafter $10 per month (the right is reserved to
increase the administration charge by an additional amount of up to
$.01 per $1,000 of face amount per month)
- a charge for the cost of insurance,
- a charge for mortality and expense risks of .90% per annum through the
later of the tenth policy anniversary and the policyowner's attained
age 60 and, thereafter, .45% per annum. This charge is assessed
against the value of the policyowner's investment accounts, and
- charge(s) for any supplementary benefit(s) added to the Policy.
The cost of insurance charge varies based on the net amount at risk under the
Policy and the applicable cost of insurance rate. Cost of insurance rates vary
according to issue age, the duration of the coverage, sex (unless unisex rates
are required by law), any additional ratings indicated in the policy, and risk
class of the life insured. The maximum cost of insurance rate that can be
charged is guaranteed not to exceed the 1980 Commissioners Standard Ordinary
Smoker/Nonsmoker Mortality Tables. However, any additional ratings as indicated
in the Policy will be added to the cost of insurance rate. See Detailed
Information About the Policies; Charges And Deductions -- "Monthly Deductions."
If the Policy is still in force when the life insured attains age 100, no
further monthly deductions will be taken from the Policy Value.
4) Other Charges. Charges will be imposed on certain transfers of Policy
Values, including a $25 charge for each transfer in excess of twelve per
policy year and a $5 charge for each Dollar Cost Averaging transfer if
Policy Value does not exceed $15,000. See Policy Values -- "Transfers Of
Policy Value."
Certain expenses are, or will be, assessed against the assets of the
Portfolios, as follows.
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Investment Management Fees and Expenses
Investment management fees paid by NASL Series Trust (excluding the Lifestyle
Trusts) range from .25% to 1.10% of the assets of the Portfolios.* Maximum
expenses range from .15% to .75% of the assets of the Portfolios (excluding the
Lifestyle Trusts).* Because each Lifestyle Trust will invest in shares of
Underlying Portfolios each will bear its pro rata share of the fees and
expenses incurred by the Underlying Portfolios. See Detailed Information About
The Policies; Charges and Deductions -- "Other Charges."
* NASL Financial Services, Inc. has voluntarily agreed to waive fees payable to
it and/or to reimburse expenses for a period of one year beginning December 31,
1996 to the extent necessary to prevent the total of advisory fees and expenses
for the Quantitative Equity Trust (formerly Common Stock Fund), Real Estate
Securities Trust and Capital Growth Bond Trust for such period from exceeding
.50% of average net assets.
Manufacturers Life of America reserves the right to charge or establish a
provision for any federal, state or local taxes that may be attributable to the
Separate Account or the operations of the Company with respect to the Policies
in addition to the deductions for state, local and federal taxes currently being
made.
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<PAGE> 21
Supplementary Benefits.
A policyowner may choose to add certain supplementary benefits to the Policy.
These supplementary benefits include an accidental death benefit, life insurance
for additional insured persons, acceleration of benefits in the event of
terminal illness, term insurance option, a disability benefit to waive the cost
of monthly deductions and an option to ensure a guaranteed Policy Value.
The cost of any supplementary benefits will be deducted from the Policy Value
monthly. See Detailed Information About the Policies; Other Provisions --
"Supplementary Benefits."
Default.
Unless the Death Benefit Guarantee is in effect, the Policy will go into default
if the Net Cash Surrender Value at the beginning of any policy month would go
below zero after deducting the monthly charges then due. The Policy will not go
into default if the policy qualifies for the Death Benefit Guarantee. The
Company will notify the policyowner in the event the Policy goes into default,
and will allow a grace period in which the policyowner may make a premium
payment sufficient to bring the Policy out of default. If the required premium
is not paid during the grace period the Policy will terminate. See Detailed
Information About the Policies; Premium Provisions -- "Policy Default."
Death Benefit Guarantee.
Except in the state of New Jersey where the Death Benefit Guarantee is not
available, on Policies issued and maintained with a minimum face amount of
$250,000, as long as the Cumulative Premium Test or, where applicable, the Fund
Value Test is satisfied, the Company guarantees that the Policy will not go into
default (i) prior to the life insured's attaining age 100 if Death Benefit
Option 1 is maintained throughout the life of the Policy and (ii) prior to the
life insured reaching age 85 if Death Benefit Option 2 is selected at any time,
regardless of the investment performance of the Funds underlying the Policy
Value. On Policies with face amounts of less than $250,000 there is no Death
Benefit Guarantee after the third policy anniversary. See Detailed Information
About the Policies; Premium Provisions -- "Death Benefit Guarantee."
Reinstatement.
A terminated policy may be reinstated by the policyowner within either the
21-day or five-year period following the date of termination, providing certain
conditions are met. See Detailed Information About the Policies; Premium
Provisions -- "Policy Reinstatement."
Free Look.
A Policy may be returned for a refund of premium within the later of:
- - 10 days after it is received
- - 45 days after the application for the Policy is signed
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<PAGE> 22
- - 10 days after Manufacturers Life of America mails or delivers a notice of
this right of withdrawal.
If a policyowner requests an increase in face amount which results in new
surrender charges, the "free look" provision will also apply to the increase.
See Detailed Information About the Policies; Premium Provisions -- "Short-Term
Cancellation Right and 'Free Look' Provisions."
Federal Tax Matters.
Manufacturers Life of America believes that a Policy issued on a standard risk
class basis should meet the definition of a life insurance contract as set forth
in Section 7702 of the Internal Revenue Code of 1986. With respect to a Policy
issued on a substandard basis, there is less guidance available to determine if
such a Policy would satisfy the Section 7702 definition of a life insurance
contract, particularly if the policyowner pays the full amount of premiums
permitted under such a Policy. Assuming that a Policy qualifies as a life
insurance contract for Federal income tax payments, a policyowner should not be
deemed to be in constructive receipt of Policy Value under a Policy until there
is a distribution from the Policy. Moreover, death benefits payable under a
Policy should be completely excludable from the gross income of the beneficiary.
As a result, the beneficiary generally should not be taxed on these proceeds.
See Miscellaneous Matters -- Federal Income Tax Considerations -- (Tax Status Of
The Policy).
Under certain circumstances, a Policy may be treated as a "Modified Endowment
Contract." If the Policy is a Modified Endowment Contract, then all pre-death
distributions, including Policy loans, will be treated first as a distribution
of taxable income and then as a return of investment in the Policy. In
addition, prior to age 59 1/2 any such distributions generally will be subject
to a 10% penalty tax. See Miscellaneous Matters -- Federal Income Tax
Considerations -- (Tax Treatment Of Policy Benefits).
If the Policy is not a Modified Endowment Contract, distributions generally will
be treated first as a return of investment in the Policy and then a disbursement
of taxable income. Moreover, loans will not be treated as distributions.
Select Loans may, however, be treated as taxable distributions. A policyowner
considering the use of systematic policy loans as one element of a comprehensive
retirement income plan should consult his or her personal tax adviser regarding
the potential tax consequences if such loans were to so reduce Policy Value that
the Policy would lapse, absent additional payments. The premium payment
necessary to avert lapse would increase with the age of the insured. Finally,
neither distributions nor loans under a Policy that is not a Modified Endowment
Contract are subject to the 10% penalty tax. See Miscellaneous Matters --
Federal Income Tax Considerations -- (Distributions From Policies Not
Classified As Modified Endowment Contracts).
The United States Congress has in the past considered, and in the future may
consider legislation that, if enacted, could change the tax treatment of life
insurance policies. In addition, the Treasury Department may amend existing
regulations, or adopt new interpretations of existing laws, state tax laws or,
if the policyowner is not a United States resident, foreign tax laws, which may
affect the tax consequences to him or her, the lives insured or the beneficiary.
These laws may change from time to time without notice and, as a result, the tax
consequences may be altered. There is no way of predicting whether, when or in
what form any such change would be adopted. Any such change could have a
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<PAGE> 23
retroactive effect regardless of the date of enactment. The Company suggests
that a tax adviser be consulted.
Estate and Generation-Skipping Taxes
The proceeds of this life insurance policy may be taxable under Estate and
Generation-Skipping Tax provisions of the Internal Revenue Code. The
policyowner should consult his or her tax adviser regarding these taxes.
General Information About Manufacturers
Life of America, Separate Account Three,
And NASL Series Trust
Manufacturers Life of America And
Manufacturers Life
Manufacturers Life of America, a wholly-owned subsidiary of The Manufacturers
Life Insurance Company (U.S.A.) ("Manufacturers USA"), is a stock life insurance
company organized under the laws of Pennsylvania on April 11, 1977 and
redomesticated under the laws of Michigan on December 9, 1992. It is a licensed
life insurance company in the District of Columbia and all states of the United
States except New York. Manufacturers USA, a life insurance company organized in
1955 under the laws of Maine and redomesticated under the laws of Michigan on
December 30, 1992, is a wholly-owned subsidiary of Manulife Reinsurance
Corporation (U.S.A.), a life insurance company organized in 1983 under the laws
of Michigan which in turn is a wholly-owned subsidiary of Manufacturers Life, a
mutual life insurance company based in Toronto, Canada. Manufacturers Life and
its subsidiaries, together, constitute 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. Manufacturers Life and Manufacturers Life of
America have received the following ratings from independent rating agencies:
Standard and Poor's Insurance Rating Service - AA+, A.M. Best Company - A++,
Duff & Phelps Credit Rating Co. - AAA, and Moody's Investors Service, Inc. -
Aa3. However, neither Manufacturers Life of America nor Manufacturers Life
guarantees the investment performance of the Separate Account.
Manufacturers Life of America's
Separate Account Three
Manufacturers Life of America established its Separate Account Three on August
22, 1986 as a separate account under Pennsylvania law. Since December 9, 1992
the Separate Account has been operated under Michigan law. The Separate Account
holds assets that are segregated from all of Manufacturers Life of America's
other assets. The Separate Account is currently used only to support variable
life insurance policies.
Manufacturers Life of America 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 Life of America. Manufacturers Life of America 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 Life of
America conducts. However, all obligations under the variable life insurance
policies are general corporate obligations of Manufacturers Life of America.
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<PAGE> 24
The Separate Account is registered with the Securities and Exchange Commission
("S.E.C.") under the Investment Company Act of 1940 ("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 S.E.C.
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 Life of America.
NASL Series Trust
Each sub-account of the Separate Account will purchase shares only of a
particular NASL Trust. NASL Series Trust is registered under the 1940 Act as an
open-end management investment company. The Separate Account will purchase and
redeem shares of NASL Trusts at net asset value. Shares will be redeemed to the
extent necessary for Manufacturers Life of America 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 consistent with the
Policies. Any dividend or capital gain distribution received from a Portfolio
will be reinvested immediately at net asset value in shares of that Portfolio
and retained as assets of the corresponding sub-account.
NASL Series 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 Life of America
will 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 NASL Series Trust prospectus.
NASL Series Trust receives investment advisory services from NASL Financial
Services, Inc. NASL Financial Services, Inc. is a registered investment
adviser under the Investment Advisers Act of 1940. NASL Series Trust also
employs subadvisers. The following subadvisers provide investment
subadvisory services to the indicated portfolios:
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<PAGE> 25
PORTFOLIO SUBADVISER
Aggressive Growth Portfolios
Pacific Rim Emerging Markets Trust Manufacturers Adviser Corporation*
Science & Technology Trust T. Rowe Price Associates, Inc.
International Small Cap Trust Founders Asset Management, Inc.
Emerging Growth Trust Warburg, Pincus Counsellors, Inc.
Pilgrim Baxter Growth Trust Pilgrim Baxter & Associates, Ltd.
Small/Mid Cap Trust Fred Alger Management, Inc.
International Stock Trust Rowe Price-Fleming International, Inc.
Growth Portfolios
Worldwide Growth Trust Founders Asset Management, Inc.
Global Equity Trust Morgan Stanley Asset Management Inc.
Growth Trust Founders Asset Management, Inc.
Equity Trust Fidelity Management Trust Company
Quantitative Equity Trust Manufacturers Adviser Corporation*
(formerly Common Stock Fund)
Equity Index Trust Manufacturers Adviser Corporation*
Blue Chip Growth Trust T. Rowe Price Associates, Inc.
Real Estate Securities Trust Manufacturers Adviser Corporation*
Growth & Income Portfolios
Value Trust Miller Anderson & Sherrerd, LLP
International Growth and J.P. Morgan Investment Management Inc.
Income Trust
Growth and Income Trust Wellington Management Company
Equity-Income Trust T. Rowe Price Associates, Inc.
Balanced Portfolios
Balanced Trust Founders Asset Management, Inc.
Aggressive Asset Allocation Trust Fidelity Management Trust Company
Moderate Asset Allocation Trust Fidelity Management Trust Company
Conservative Asset Allocation Trust Fidelity Management Trust Company
Bond Portfolios
High Yield Trust Miller Anderson & Sherrerd, LLP
Strategic Bond Trust Salomon Brothers Asset Management Inc
Global Government Bond Trust Oechsle International Advisors, L.P.
Capital Growth Bond Trust Manufacturers Adviser Corporation*
Investment Quality Bond Trust Wellington Management Company
U.S. Government Securities Trust Salomon Brothers Asset Management Inc
Money Market Portfolios
Money Market Trust Manufacturers Adviser Corporation*
Lifestyle Portfolios
Lifestyle Aggressive 1000 Trust Manufacturers Adviser Corporation*
Lifestyle Growth 820 Trust Manufacturers Adviser Corporation*
Lifestyle Balanced 640 Trust Manufacturers Adviser Corporation*
Lifestyle Moderate 460 Trust Manufacturers Adviser Corporation*
Lifestyle Conservative 280 Trust Manufacturers Adviser Corporation*
*Manufacturers Adviser Corporation is an indirect wholly-owned subsidiary of
Manufacturers Life.
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<PAGE> 26
Investment Objectives and Certain Policies 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.
AGGRESSIVE GROWTH PORTFOLIOS
Pacific Rim Emerging Markets Trust. The investment objective of the Pacific Rim
Emerging Markets Trust is to achieve long-term growth of capital. Manufacturers
Adviser Corporation ("MAC") manages the Pacific Rim Emerging Markets Trust and
seeks to achieve this investment objective by investing in a diversified
portfolio that is comprised primarily of common stocks and equity-related
securities of corporations domiciled in countries of the Pacific Rim region.
Science & Technology Trust. The investment objective of the Science &
Technology Trust is long-term growth of capital. Current income is incidental
to the portfolio's objective. T. Rowe Price Associates, Inc. manages the
Science & Technology Trust.
International Small Cap Trust. The investment objective of the International
Small Cap Trust is to seek long-term capital appreciation. Founders Asset
Management, Inc. ("Founders") manages the International Small Cap Trust and will
pursue this objective by investing primarily in securities issued by foreign
companies which have total market capitalizations or annual revenues of $1
billion or less. These securities may represent companies in both established
and emerging economies throughout the world.
Emerging Growth Trust. The investment objective of the Emerging Growth Trust
is maximum capital appreciation. Warburg, Pincus Counsellors, Inc. manages
the Emerging Growth Trust and will pursue this objective by investing
primarily in a portfolio of equity securities of domestic companies. The
Emerging Growth Trust ordinarily will invest at least 65% of its total assets
in common stocks or warrants of emerging growth companies that represent
attractive opportunities for maximum capital appreciation.
Pilgrim Baxter Growth Trust. The investment objective of the Pilgrim Baxter
Growth Trust is capital appreciation. Pilgrim Baxter & Associates, Ltd.
("PBHG") manages the Pilgrim Baxter Growth Trust and seeks to achieve its
objective by investing in companies believed by PBHG to have an outlook for
strong earnings growth and the potential for significant capital appreciation.
Small/Mid Cap Trust. The investment objective of the Small/Mid Cap Trust is to
seek long term capital appreciation. Fred Alger Management, Inc. manages the
Small/Mid Cap Trust and will pursue this objective by investing at least 65% of
the portfolio's total assets (except during temporary defensive periods) in
small/mid cap equity securities.
International Stock Trust. The investment objective of the International Stock
Trust is to achieve long-term growth of capital. Rowe Price-Fleming
International, Inc. manages the International Stock Trust and seeks to obtain
this objective by investing primarily in common stocks of established, non-U.S.
companies.
GROWTH PORTFOLIOS
Worldwide Growth Trust. The investment objective of the Worldwide Growth Trust
is long-term growth of capital. Founders manages the Worldwide Growth Trust and
seeks to attain this objective by normally investing at least 65% of its total
assets in equity securities of growth companies in a variety of markets
throughout the world.
Global Equity Trust. The investment objective of the Global Equity Trust is
long-term capital appreciation. Morgan Stanley Asset Management Inc. manages
the Global Equity Trust and intends to pursue this objective by investing
primarily in equity securities of issuers throughout the world, including U.S.
issuers.
Growth Trust. The investment objective of the Growth Trust is to seek long-term
growth of capital. Founders manages the Growth Trust and will pursue this
objective by investing, under normal market conditions, at least 65% of its
total assets in common stocks of well-established, high-quality growth companies
that Founders believes have the potential to increase earnings faster than the
rest of the market.
Equity Trust. The principal investment objective of the Equity Trust is growth
of capital. Current income is a secondary consideration although growth of
income may accompany growth of capital. Fidelity Management Trust Company
manages the Equity Trust and seeks to attain the foregoing objective by
investing primarily in common stocks of United States issuers or securities
convertible into or which carry the right to buy common stocks.
Quantitative Equity Trust (formerly Common Stock Fund). The investment objective
of the Quantitative Equity Trust is 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
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<PAGE> 27
above-average rate of return. MAC manages the Quantitative Equity Trust.
Equity Index Trust. The investment objective of the Equity Index Trust is to
achieve investment results which approximate the total return of publicly traded
common stocks in the aggregate, as represented by the Standard & Poor's 500
Composite Stock Price Index. MAC manages the Equity Index Trust.
Blue Chip Growth Trust. The primary investment objective of the Blue Chip Growth
Trust is to provide long-term growth of capital. Current income is a secondary
objective, and many of the stocks in the Portfolio are expected to pay
dividends. T. Rowe Price Associates, Inc. manages the Blue Chip Growth Trust.
Real Estate Securities Trust. The investment objective of the Real Estate
Securities Trust is to achieve a combination of long-term capital appreciation
and satisfactory current income by investing in real estate related equity and
debt securities. MAC manages the Real Estate Securities Trust.
GROWTH & INCOME PORTFOLIOS
Value Trust. The investment objective of the Value Trust is to realize an
above-average total return over a market cycle of three to five years,
consistent with reasonable risk. Miller Anderson & Sherrerd, LLP ("MAS")
manages the Value Trust and seeks to attain this objective 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.
International Growth and Income Trust. The investment objective of the
International Growth and Income Trust is to seek long-term growth of capital
and income. The portfolio is designed for investors with a long-term investment
horizon who want to take advantage of investment opportunities outside the
United States. J.P. Morgan Investment Management Inc. manages the International
Growth and Income Trust.
Growth and Income Trust. The investment objective of the Growth and Income
Trust is to provide long-term growth of capital and income consistent with
prudent investment risk. Wellington Management Company manages the Growth and
Income Trust and seeks to achieve the Trust's objective by investing primarily
in a diversified portfolio of common stocks of U.S. issuers which Wellington
Management Company believes are of high quality.
Equity-Income Trust. The investment objective of the Equity-Income Trust (prior
to December 31, 1996, the "Value Equity Trust") is to provide substantial
dividend income and also long term capital appreciation. T. Rowe Price
Associates, Inc. manages the Equity-Income Trust and seeks to attain this
objective by investing primarily in dividend-paying common stocks, particularly
of established companies with favorable prospects for both increasing dividends
and capital appreciation.
BALANCED PORTFOLIOS
Balanced Trust. The investment objective of the Balanced Trust is current
income and capital appreciation. Founders Asset Management, Inc. is the manager
of the Balanced Trust and seeks to attain this objective by investing in a
balanced portfolio of common stocks, U.S. and foreign government obligations
and a variety of corporate fixed-income securities.
Automatic Asset Allocation Trusts (Aggressive, Moderate and Conservative). The
investment objective of each of the Automatic Asset Allocation Trusts is to
realize the highest potential total return consistent with a specified level of
risk tolerance -- conservative, moderate or aggressive. The amount of each
Portfolio's assets invested in each category of securities -- debt, equity, and
money market -- is dependent upon the judgment of Fidelity Management Trust
Company as to what percentages of each Portfolio's assets in each category will
contribute to the limitation of risk and the achievement of its investment
objective.
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<PAGE> 28
BOND PORTFOLIOS
High Yield Trust. The investment objective of High Yield Trust is to realize an
above-average total return over a market cycle of three to five years,
consistent with reasonable risk. MAS manages the High Yield Trust and seeks to
attain this objective by investing primarily in high yield debt securities,
including corporate bonds and other fixed-income securities.
Strategic Bond Trust. The investment objective of the Strategic Bond Trust is
to seek a high level of total return consistent with preservation of capital.
The Strategic Bond Trust seeks to achieve its objective by giving its
Subadviser, Salomon Brothers Asset Management Inc ("SBAM") broad discretion
to deploy the Strategic Bond Trust's assets among certain segments of the
fixed-income market as SBAM believes will best contribute to the achievement of
the portfolio's objective.
Global Government Bond Trust. The investment objective of the Global Government
Bond Trust is to seek a high level of total return by placing primary emphasis
on high current income and the preservation of capital. Oechsle International
Advisors, L.P. manages the Global Government Bond Trust and intends to pursue
this objective by investing primarily in a selected global portfolio of
high-quality, fixed-income securities of foreign and U.S. governmental entities
and supranational issuers.
Capital Growth Bond Trust. The investment objective of the Capital Growth Bond
Trust is to achieve growth of capital by investing in medium-grade or better
debt securities, with income as a secondary consideration. MAC manages the
Capital Growth Bond Trust. The Capital Growth Bond Trust differs from most
"bond" funds in that its primary objective is capital appreciation, not income.
Investment Quality Bond Trust. The investment objective of the Investment
Quality Bond Trust is to provide a high level of current income consistent with
the maintenance of principal and liquidity. Wellington Management Company
manages the Investment Quality Bond Trust and seeks to achieve the Trust's
objective by investing primarily in a diversified portfolio of investment grade
corporate bonds and U.S. Government bonds with intermediate to longer term
maturities.
U.S. Government Securities Trust. The investment objective of the U.S.
Government Securities Trust is to obtain a high level of current income
consistent with preservation of capital and maintenance of liquidity. SBAM
manages the U.S. Government Securities Trust and seeks to attain its objective
by investing a substantial portion of its assets 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.
MONEY MARKET PORTFOLIO
Money Market Trust. The investment objective of the Money Market Trust is to
obtain maximum current income consistent with preservation of principal and
liquidity. MAC manages the Money Market Trust and seeks to achieve this
objective by investing in high quality, U.S. dollar denominated money market
instruments.
LIFESTYLE PORTFOLIOS
Lifestyle Aggressive 1000 Trust. The investment objective of the Lifestyle
Aggressive 1000 Trust is to provide long term growth of capital. Current income
is not a consideration. MAC seeks to achieve this objective by investing
approximately 100% of the Lifestyle Trust's assets in Underlying Portfolios
which invest primarily in equity securities.
Lifestyle Growth 820 Trust. The investment objective of the Lifestyle Growth
820 Trust is to provide long term growth of capital with consideration also
given to current income. MAC seeks to achieve this objective 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.
Lifestyle Balanced 640 Trust. The investment objective of the Lifestyle
Balanced 640 Trust is to provide a balance between high level of current income
and growth of capital with a greater emphasis given to capital growth. MAC seeks
to achieve this objective 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.
Lifestyle Moderate 460 Trust. The investment objective of the Lifestyle
Moderate 460 Trust is to provide a balance between a high level of current
income and growth of capital with a greater emphasis given to high income. MAC
seeks to achieve this objective 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.
Lifestyle Conservative 280 Trust. The investment objective of the Lifestyle
Conservative 280 Trust is to provide a high level of current income with some
consideration also given to growth of capital. MAC seeks to achieve this
objective by investing approximately 80% 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.
A full description of the NASL Series Trust, its investment objectives,
policies and restrictions, the risks associated therewith, its expenses, and
other aspects of its operation is contained in the accompanying NASL Series
Trust prospectus, which should be read together with this prospectus.
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<PAGE> 29
Detailed Information About The Policies
Premium Provisions
Policy Issue And Initial Premium
To purchase a Policy, an applicant must submit a completed application.
Manufacturers Life of America will issue a Policy only if it has a face amount
of at least $50,000 ($100,000 for preferred risk policies). A Policy will
generally be issued to persons between ages 0 and 90. In certain circumstances
the Company may at its sole discretion issue a Policy to persons above age 90.
Before issuing a Policy, Manufacturers Life of America will require evidence of
insurability satisfactory to it. A life insured will have a risk class of
preferred/non-smoker, preferred/smoker, standard/non-smoker or standard/smoker
as determined by underwriting rules. Persons failing to meet standard
underwriting requirements nonetheless may be eligible to purchase a Policy
provided an additional rating is assigned. Acceptance of an application is
subject to the Company's insurance underwriting rules. Each Policy is issued
with a policy date from which policy years, policy months and policy
anniversaries are all determined. Each Policy also has an effective date which
is the date the Company becomes obligated under the Policy and when the first
monthly deductions are taken. If an application is accompanied by a check for
at least the Initial Premium and the application is accepted, the policy date
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<PAGE> 30
will be the date the application and check were received at the Manufacturers
Life of America Service Office and the effective date will be the date
Manufacturers Life of America's underwriters approve issuance of the Policy. If
an application is accompanied by a check for at least the Initial Premium, the
life insured may be covered under the terms of a conditional insurance agreement
until the effective date. If an application accepted by the Company is not
accompanied by a check for at least the Initial Premium, the Policy will be
issued with a policy date which is seven days after issuance of the Policy (the
"issue date") and with an effective date which is the date the Service Office
receives at least the Initial Premium. In certain situations a different policy
date may be used. The Initial Premium must be received within 60 days after the
policy date; however, the Initial Premium may be required within 30 days on
Policies issued with Additional Ratings. If the Initial Premium is not paid or
if the application is rejected, the Policy will be cancelled and any premiums
paid will be returned to the applicant.
Under certain circumstances a Policy may be issued with a backdated policy date.
A Policy will not be backdated more than six months (twelve months where
required by state regulation) before the date of the application for the Policy.
Monthly deductions will be made for the period the policy date is backdated.
All 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 Trust. On the effective date, the
premiums paid plus interest credited, net of deductions for federal, state and
local taxes, will be allocated among the Investment Accounts or the Guaranteed
Interest Account in accordance with the policyowner's instructions.
All premiums received on or after the effective date of the Policy will be
allocated among the Investment Accounts or the Guaranteed Interest Account as of
the date the premiums were received at the Manufacturers Life of America 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.
Premium Allocation
Net Premiums may be allocated to either the Guaranteed Interest 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 Guaranteed Interest Account are made as a percentage
of the Net Premium. The percentage allocation to any account may be any whole
number between zero and 100, provided the total percentage allocations equal
100. A policyowner may change the way in which Net Premiums are allocated at
any time without charge. The change will take effect on the date a written or
telephonic request for change, in a format satisfactory to the Company, is
received at the Manufacturers Life of America Service Office.
Premium Limitations
After the payment of the Initial Premium, premiums may be paid at any time and
in any amount during the lifetime of the life insured subject to certain
limitations. After the Initial Premium, all premiums must be paid to the
Manufacturers Life of America Service Office. Unlike traditional insurance,
premiums are not payable at specified intervals or in specified amounts. A
19
<PAGE> 31
Policy will be issued with a Planned Premium which is based on the amount of
premium the policyowner wishes to pay. It is recommended that the Planned
Premium be such that the Cumulative Premium Test (see Insurance Benefits --
"Death Benefit Guarantee") will be satisfied.
Manufacturers Life of America will send notices to the policyowner setting forth
the Planned Premium at the payment interval selected by the policyowner, unless
payment is being made pursuant to a pre-authorized payment plan. However, the
policyowner is under no obligation to make the indicated payment.
Manufacturers Life of America will not accept any premium payment which is less
than $50, unless the premium is payable pursuant to a pre-authorized payment
plan. In that case the Company will accept a payment of as little as $10.
Manufacturers Life of America may change these minimums on 90 days' written
notice. The Policies also limit the sum of the premiums that may be paid at any
time in order to preserve the qualification of the Policies as life insurance
for federal tax purposes. These limitations are set forth in each Policy.
Manufacturers Life of America reserves the right to refuse or refund any premium
payments that may cause the Policy to fail to qualify as life insurance under
applicable tax law.
Short-Term Cancellation Right And
"Free Look" Provisions
A Policy may be returned for a refund of the premium within 10 days after it is
received, within 45 days after the application for the Policy is signed, or
within 10 days after Manufacturers Life of America mails or delivers a notice of
right of withdrawal, whichever is latest. The Policy can be mailed or delivered
to the Manufacturers Life of America agent who sold it or to the Manufacturers
Life of America 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, Manufacturers Life of America will
refund any premium paid. Manufacturers Life of America reserves the right to
delay the refund of any premium paid by check until the check has cleared.
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 cancelled, 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 free look 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.
Insurance Benefit
The Insurance Benefit
If the Policy is in force at the time of the life insured's death, Manufacturers
Life of America will pay an insurance benefit based on the death benefit option
selected by the policyowner upon receipt of due proof of death. The amount
payable will be the death benefit under the selected option, plus any amounts
payable under any supplementary benefits added to the Policy, less the value of
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<PAGE> 32
the Loan Account at the date of death. The insurance benefit will be paid in
one 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, Manufacturers
Life of America 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 Manufacturers Life of
America will pay only the Net Cash Surrender Value.
No Lapse Guarantee
In those states where it is permitted, on Policies issued with a face amount of
at least $250,000 (calculated as described below), the policyowner may elect the
No Lapse Guarantee (in Illinois this benefit is known as Minimum Premium
Guarantee). If elected, as long as the No Lapse Guarantee Cumulative Premium
Test (see below) is satisfied during the No Lapse Guarantee Period, as described
below, Manufacturers Life of America will guarantee that the Policy will not go
into default (see OTHER GENERAL PROVISIONS - "Policy Default"), even if a
combination of Policy loans, adverse investment experience and other factors
should cause the Policy's Net Cash Surrender Value to be insufficient to meet
the monthly deductions due at the beginning of a policy month. For purposes of
determining the face amount at issue for the No Lapse Guarantee, the face amount
shall include any amounts purchased under the supplementary insurance option.
The No Lapse Guarantee Period is the first 5 Policy Years for life insureds with
an issue age up to and including 85. It is not offered to life insureds whose
Issue Age exceeds 85.
While the No Lapse Guarantee is in effect, Manufacturers Life of America will
determine at the beginning of each policy month whether the No Lapse Guarantee
Cumulative Premium Test, described below, has been satisfied. If it 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 No Lapse Guarantee in effect. This required payment, as
described in the notification to the policyowner, will be equal to the
outstanding premium requirement as of the date the No Lapse Guarantee was not
satisfied plus the Monthly No Lapse Guarantee Premium due for the next two
policy months. If the required payment is not received by the end of the grace
period, the No Lapse Guarantee will terminate, and the Policy subsequently may
go into default if the Policy's Net Cash Surrender Value is insufficient to meet
the monthly deductions due at the beginning of a policy month. A death benefit
option change will also terminate the No Lapse Guarantee if it is in effect at
the time of the change as will a decrease in face amount below $250,000. The No
Lapse Guarantee cannot be reinstated after it has been terminated. See OTHER
GENERAL POLICY PROVISIONS - "Policy Default," and INSURANCE BENEFIT - "Death
Benefit Option Changes."
No Lapse Guarantee Cumulative Premium Test
The No Lapse Guarantee Cumulative Premium Test is satisfied if, as of the
beginning of the policy month, the sum of all premiums paid to date less any
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<PAGE> 33
partial withdrawals and less any Policy Debt is at least equal to the sum of the
Monthly No Lapse Guarantee Premiums due since the policy date, as follows:
The Policy will satisfy the No Lapse Guarantee Cumulative Premium Test if (a) is
greater than or equal to (b), where:
(a) is the sum of all premiums paid, less any partial withdrawals and
less any Policy Debt;
and
(b) is the sum of the Monthly No Lapse Guarantee Premiums due since the
policy date.
The Monthly No Lapse Guarantee Premium is one-twelfth of the No Lapse Guarantee
Premium. The No Lapse Guarantee Premium is set forth in the Policy. It is
subject to change if the face amount of the Policy is changed (see INSURANCE
BENEFIT - "Face Amount Changes"), or if there is any change in the supplementary
benefits added to the Policy or in the risk class of any life insured.
Death Benefit Guarantee
Policies With Face Amounts Of At Least $250,000. If permitted by state law and
elected by the policyowner, on policies issued and maintained with a minimum
face amount of $250,000, if the Cumulative Premium Test (see below) is
satisfied, Manufacturers Life of America will guarantee that the Policy will not
go into default (See Other General Policy Provisions -- "Policy Default") even
if a combination of policy loans, adverse investment experience or other factors
should cause the Policy's Net Cash Surrender Value to be insufficient to meet
the monthly deductions due at the beginning of a policy month.
If permitted by state law and elected by the policyowner, on Policies issued and
maintained with a minimum face amount of $250,000, if after the tenth policy
anniversary the Cumulative Premium Test is not satisfied but the Fund Value Test
(see below) is satisfied, Manufacturers Life of America will keep the Death
Benefit Guarantee in effect.
This Death Benefit Guarantee, which is not available in the state of New Jersey,
will expire at the end of a policy year specified in the Policy, currently (i)
the year in which the life insured reaches attained age 100 if Death Benefit
Option 1 is maintained throughout the life of the Policy and (ii) the year in
which the life insured reaches attained age 85 if Death Benefit Option 2 is
selected at any time. While the guarantee is in effect, Manufacturers Life of
America will determine at the beginning of each policy month whether the
Cumulative Premium Test or the Fund Value Test has been satisfied. If neither
has 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 Death Benefit Guarantee in effect. The required payment
will be equal to the outstanding premium required to meet the Cumulative Premium
Test at the date neither test was satisfied, plus the Monthly Death Benefit
Guarantee Premium due for the next two policy months. If the required payment
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<PAGE> 34
is not received by the end of the grace period, the Death Benefit Guarantee will
terminate. Once the Death Benefit Guarantee is terminated, it cannot be
reinstated.
Policies With Face Amounts Under $250,000. If permitted by state law and
elected by the policyowner, on Policies with a face amount less than $250,000 at
issue or after face amount decrease, if the Cumulative Premium Test is satisfied
in the first three years, Manufacturers Life of America will guarantee that the
Policy will not go into default even if a combination of policy loans, adverse
investment experience or other factors should cause the Policy's Net Cash
Surrender Value to be insufficient to meet the monthly deductions due at the
beginning of a policy month. After the third policy anniversary, there is no
Death Benefit Guarantee on (a) Policies issued with face amounts of less than
$250,000 or (b) Policies on which a face amount decrease has resulted in a face
amount of less than $250,000.
Cumulative Premium Test. The Policy provides for a Cumulative Premium Test.
The Cumulative Premium Test is satisfied if at the beginning of each policy
month the sum of all premiums paid to date less any partial withdrawals and any
Policy Debt is at least equal to the sum of the Monthly Death Benefit Guarantee
Premiums due since the policy date. The Death Benefit Guarantee Premium will
increase when the insured attains age 70. The Death Benefit Guarantee Premiums
for ages 0-69 and age 70 and above are set forth in the Policy. It is subject
to change if the face amount of the Policy or the death benefit option is
changed (see -- "Death Benefit Option Changes" and "Face Amount Changes") or
if there is any change in the supplementary benefits added to the Policy or in
the risk class of the life insured.
Fund Value Test. The Policy provides for a Fund Value Test. The Fund Value
Test is applicable after the tenth anniversary of the Policy. The Fund Value
Test is satisfied if at the beginning of each policy month the Net Policy Value
is greater than or equal to the Gross Single Premium.
Death Benefit Options
The Policy permits the policyowner to select one of two death benefit options --
Option 1 and Option 2. Under Option 1 the death benefit is the face amount of
the Policy at the date of death or, if greater, the Policy Value at the date of
death multiplied by the applicable percentage in the table set forth below.
Under Option 2 the death benefit is the face amount of the Policy plus the
Policy Value at the date of death or, if greater, the Policy Value at the date
of death multiplied by the applicable percentage in the following table:
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<PAGE> 35
<TABLE>
<CAPTION>
Attained Corridor
Age Percentage
- -------- ----------
<S> <C>
40 & below 250%
41 243
42 236
43 229
44 222
45 215
46 209
47 203
48 197
49 191
50 185
51 178
52 171
53 164
54 157
55 150
56 146
57 142
58 138
59 134
60 130
61 128
62 126
63 124
64 122
65 120
66 119
67 118
68 117
69 116
70 115
71 113
72 111
73 109
74 107
75-90 105
91 104
92 103
93 102
94 101
95 & above 100
</TABLE>
Regardless of which death benefit option is in effect, the relationship of
Policy Value to death benefit will change whenever the "corridor percentages"
are used to determine the amount of the death benefit. This will occur whenever
multiplying the Policy Value by the applicable percentage set forth in the above
table results in a greater death benefit than would otherwise apply under the
selected option. For example, assume the life insured under a Policy with a
face amount of $100,000 has an attained age of 40. If Option 1 is in effect,
the
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<PAGE> 36
corridor percentage will produce a greater death benefit whenever the Policy
Value exceeds $40,000 (250% X $40,000 = $100,000). If the Policy Value is less
than $40,000, an incremental change in Policy Value, up or down, will have no
effect on the death benefit. If the Policy Value is greater than $40,000, an
incremental change in Policy Value will result in a change in the death benefit
by a factor of 2.5. Thus, if the Policy Value were to increase to $40,010, the
death benefit would be increased to $100,025 (250% X $40,010 = $100,025).
If Option 2 were in effect in the above example, the corridor percentage would
produce a greater death benefit whenever the Policy Value exceeded $66,667 (250%
X 66,667 = 166,667). At that point the death benefit produced by multiplying
the Policy Value by 250% would result in a greater amount than adding the Policy
Value to the face amount of the Policy. If the Policy Value is less than
$66,667, an incremental change in Policy Value will have a dollar-for-dollar
effect on the death benefit. If the Policy Value is greater than $66,667, an
incremental change in Policy Value will result in a change in the death benefit
by a factor of 2.5 in the same manner as would be the case under Option 1 when
the corridor percentage determined the death benefit.
Death Benefit Option Changes
The death benefit option is selected initially by the policyowner in the
application. After the Policy has been in force for two years the death benefit
option may be changed effective as of any subsequent policy month. Written
request for a change must be received by Manufacturers Life of America at least
30 days prior to the beginning of a policy month in order to become effective on
that date. The Company reserves the right to limit a request for change if the
change would cause the Policy to fail to qualify as life insurance for tax
purposes.
A change in 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.
If the change in death benefit is 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 on
the effective date of the change. A change to Option 2 will not be allowed if
it would cause the face amount of the Policy to go below the minimum face amount
of $50,000 ($100,000 for preferred risk policies). A change of death benefit
option to Option 2 will shorten the death benefit guarantee period to the year
in which the life insured reaches attained age 85.
If the change in death benefit is 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 on
the effective date of the change. The increase in face amount resulting from a
change to Option 1 will not affect the amount of surrender charges to which a
Policy may be subject. The Company has the right to require satisfactory
evidence of insurability before permitting a change from Option 2 to Option 1.
The Company does not currently require evidence of insurability when making this
change.
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<PAGE> 37
Policyowners who wish to have level insurance coverage should generally select
Option 1. Under Option 1, increases in Policy Value usually will reduce the
net amount of risk under a Policy which will reduce cost of insurance charges.
This means that favorable investment performance should result in a faster
increase in Policy Value than would occur under an identical Policy with Option
2 in effect. However, the larger Policy Value which may result under Option 1
will not affect the amount of the death benefit unless the corridor percentages
are used to determine the death benefit.
Policyowners who want to have the Policy Value reflected in the death benefit
so that any increases in Policy Value will increase the death benefit should
generally select Option 2. Under Option 2, the net amount at risk will remain
level unless the corridor percentages are used to determine death benefit, in
which case increases in Policy Value will increase the net amount at risk.
Face Amount Changes
Subject to certain limitations, a policyowner may, upon written request,
increase or decrease the face amount of the Policy. A change in face amount
may affect the Death Benefit Guarantee Premium, the monthly deductions and
surrender charges (see "Charges And Deductions"). Currently, each increase or
decrease (other than a decrease resulting from a partial withdrawal) in face
amount must be at least $50,000 ($100,000 for increases in preferred risk
policies and $10,000 for increases in connection with Policies purchased under
group or sponsored arrangements). Manufacturers Life of America reserves the
right to increase or decrease the minimum face amount change on 90 days' written
notice to the policyowner. The Company also reserves the right to limit a
change in face amount to the extent necessary to prevent the Policy from failing
to qualify as life insurance for tax purposes.
Increases. Increases in face amount are subject to satisfactory evidence of
insurability. Increases may be made only once per policy year and only after
the second policy anniversary. An increase will become effective at the
beginning of the next policy month following the date Manufacturers Life of
America approves the requested increase. The Company reserves the right to
refuse a requested increase if the life insured's age at the effective date of
the increase would be greater than the maximum issue age for new Policies at
that time.
An increase in face amount will usually result in the Policy's 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. For purposes of
determining the new deferred sales charge, a portion of the Policy Value at the
time of the increase, and a portion of the premiums paid on or subsequent to
the increase, will be deemed to be premiums attributable to the increase. See
Charges And Deductions -- "Surrender Charges." Any increase in face amount to a
level less than the highest face amount previously in effect will have no
effect on the surrender charges to which the Policy is subject, since surrender
charges, if applicable, will have been assessed in connection with the prior
decrease in
26
<PAGE> 38
face amount. The insurance coverage eliminated by the decrease of the oldest
face amount will be deemed to be restored first. As with the purchase of a
Policy, a policyowner will have free look and sales charge limitation rights
with respect to any increase resulting in new surrender charges.
No additional premium is required for a face amount increase. However, a
premium payment may be necessary to prevent the Policy from going into default,
since new surrender charges resulting from an increase would automatically
reduce the Net Cash Surrender Value of the Policy. Moreover, a new Death
Benefit Guarantee Premium will be determined.
Decreases. A decrease in the face amount may be requested only once per policy
year and only after the Policy has been in force for two years, except during
the two-year period following any increase in face amount. In addition, during
the two-year period following an increase in face amount, the policyowner may
elect at any time to cancel the increase and have the deferred sales charge for
the increase reduced by applicable limitations on sales charges attributable to
the increase. A decrease in face amount will become effective at the beginning
of the next policy month following the receipt of a properly executed request.
A decrease will not be allowed if it would cause the face amount to go below
the minimum face amount of $50,000 ($100,000 for preferred risk policies).
A decrease in face amount during the Surrender Charge Period will usually
result in surrender charges being deducted from the Policy Value. See Charges
And Deductions -- "Surrender Charges." For purposes of determining surrender
and cost of insurance charges, a decrease will reduce face amount in the
following order: (a) the face amount provided by the most recent increase, then
(b) the face amounts provided by the next most recent increases successively,
and finally (c) the initial face amount.
Policy Values
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.
See "Policy Loans" and "Partial Withdrawals And Surrenders" below. The Policy
Value may also affect the amount of the death benefit. See Insurance Benefit
- -- "Death Benefit Options." The Policy Value at any time is equal to the sum of
the Values in the Investment Accounts, the Guaranteed Interest Account and the
Loan Account. The following discussion relates only to the Investment
Accounts. Policy loans are discussed under "Policy Loans" and the Guaranteed
Interest Account is discussed under "The General Account." The portion of the
Policy Value based on the Investment Accounts is not guaranteed and will vary
each Business Day with the investment performance of the underlying Portfolio.
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.
27
<PAGE> 39
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 cancelled whenever amounts are
deducted, transferred or withdrawn from the sub-account. The number of units
credited or cancelled for a specific transaction is based on the dollar amount
of the transaction divided by the value of the unit at the end of 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 at the end of
the Business Day on which the premium is received at the Manufacturers Life of
America Service Office or other office or entity so designated by Manufacturers
Life of America.
Units are valued at the end of each Business Day. A Business Day is deemed to
end at the time of the determination of the net asset value of the Fund shares.
When an order involving the crediting or cancelling 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 at the end of 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 at the end of the next Business Day.
The value of a unit of each sub-account was initially fixed at $10. For each
subsequent Business Day the unit value is determined by multiplying the unit
value for the preceding Business Day by the "net investment factor" for the
particular sub-account for such subsequent Business Day. The net investment
factor for a sub-account for any Business Day is equal to (a) divided by (b),
where:
(a) is the net asset value of the underlying Portfolio shares held by that
sub-account at the end of such Business Day before any policy transactions
are made on that day;
(b) is the net asset value of the underlying Portfolio shares held by that
sub-account at the end of the immediately preceding Business Day after all
policy transactions have been made for that day.
Manufacturers Life of America reserves the right to adjust the above formula
for any taxes determined by it to be attributable to the operations of the
sub-account.
Transfers Of Policy Value
A policyowner may change the extent to which his or her Policy Value is based
upon any specific sub-account of the Separate Account or the Company's general
account. Such changes are made by transferring amounts from one or more
Investment Accounts or the Company's general account to other Investment
Accounts or the Company's general account. A policyowner is permitted to make
twelve transfers each policy year free of charge. Additional transfers in each
policy year may be made at a cost of $25 per transfer. This charge will be
allocated among the Investment Accounts and the Guaranteed Interest Account in
the same
28
<PAGE> 40
proportion as the amount transferred from each bears to the total amount
transferred. For this purpose all transfer requests received by Manufacturers
Life of America on the same Business Day are treated as a single transfer
request.
The maximum amount that may be transferred from the Guaranteed Interest Account
in any one policy year is the greater of $500 or 15% of the Guaranteed Interest
Account value at the previous policy anniversary. Any transfer which involves a
transfer out of the Guaranteed Interest Account may not involve a transfer to
the Investment Account for the Money Market Trust.
Transfer requests must be in a format satisfactory to Manufacturers Life of
America and in writing, or by telephone, if a currently valid telephone
transfer authorization form is on file. Although failure to follow reasonable
procedures may result in Manufacturers Life of America's liability for any
losses resulting from unauthorized or fraudulent telephone transfers,
Manufacturers Life of America will not be liable for following instructions
communicated by telephone that it reasonably believes to be genuine.
Manufacturers Life of America will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. Such procedures shall
consist of confirming a valid telephone authorization form is on file, tape
recording all telephone transactions and providing written confirmation
thereof.
The policyowner may effectively convert his or her Policy to a fixed benefit
policy by transferring the Policy Value in all of the Investment Accounts to
the Guaranteed Interest Account and by changing his or her allocation of net
premiums entirely to the Guaranteed Interest Account. As long as the entire
Policy Value is allocated to the Guaranteed Interest Account, the Policy Value,
other values based thereon and the death benefit will be determinable and
guaranteed. The Investment Account values to be transferred to the Guaranteed
Interest Account will be determined as of the Business Day on which
Manufacturers Life of America receives the request for conversion. There will
be no change in the issue age, risk class of the life insured or face amount as
a result of the conversion. A transfer of any or all of the Policy Value to
the Guaranteed Interest Account can be made at any time, even if a prior
transfer has been made during the policy month.
Limitations. To the extent that total surrenders, partial withdrawals and
transfers out of a sub-account exceed total net premium allocations and
transfers into that sub-account, portfolio securities of the underlying
Portfolio may have to be sold. Excessive sales of the investment portfolio
securities in such a situation could be detrimental to that Portfolio and to
policyowners with Policy Values allocated to sub-accounts investing in that
Portfolio. To protect the interests of all policyowners, the Policy's transfer
privilege is limited as described below.
So long as effecting net transfers out of a sub-account in a particular
Business Day would not reduce the number of shares of the underlying Portfolio
outstanding at the close of the prior Business Day by more than 5%, all such
transfers will
29
<PAGE> 41
be effected. However, net transfers out of a sub-account greater than 5% would
be permitted only if, and to the extent that, in the judgment of Manufacturers
Adviser Corporation, they would not result in detriment to the underlying
Portfolio or to the interests of policyowners or others with assets allocated
to that Portfolio. If and when transfers must be limited to avoid such
detriment, some requests will not be effected. In determining which requests
will be effected, transfers pursuant to the Dollar Cost Averaging program will
be effected first, followed by Asset Allocation Balancer transfers, written
requests next and telephone requests last. Within each such group, requests
will be processed in the order received, to the extent possible. Policyowners
whose transfer requests are not effected will be so notified. Current S.E.C.
rules preclude the Company from processing at a later date those requests that
were not effected. Accordingly, a new transfer request would have to be
submitted in order to effect a transfer that was not effected because of the
limitations described in this paragraph. Manufacturers Life of America may be
permitted to limit transfers in certain other circumstances. See Other
Provisions -- "Payment Of Proceeds."
Dollar Cost Averaging. Manufacturers Life of America will offer policyowners a
Dollar Cost Averaging program. Under this program amounts will be
automatically transferred at predetermined intervals from one Investment
Account to any other Investment Account(s) or the Guaranteed Interest Account.
Under the Dollar Cost Averaging program the policyowner will designate an
amount to be transferred at predetermined intervals from one Investment Account
into any other Investment Account(s) or the Guaranteed Interest Account. Each
transfer under the Dollar Cost Averaging program must be of a minimum amount as
set by Manufacturers Life of America. Once set, this minimum may be changed at
any time at the discretion of Manufacturers Life of America. Currently, no
charge will be made for this program if the Policy Value exceeds $15,000 on the
date of transfer. Otherwise, there will be a charge of $5 for each transfer
under this program. The charge will be deducted from the value of the
Investment Account out of which the transfer occurs. If insufficient funds
exist to effect a Dollar Cost Averaging transfer, including the charge, if
applicable, the transfer will not be effected and the policyowner will be so
notified. Manufacturers Life of America reserves the right to cease to offer
this program on 90 days' written notice to the policyowner.
Asset Allocation Balancer Transfers. Manufacturers Life of America will also
offer policyowners the ability to have amounts automatically transferred among
stipulated Investment Accounts to maintain an allocated percentage in each
stipulated Investment Account.
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, Manufacturers Life of America will
move amounts among the Investment Accounts as necessary to maintain the
policyowner's chosen allocation. A change to the policyowner's premium
allocation instructions will automatically result in a change in Asset
Allocation Balancer instructions so that the two are identical unless the
policyowner either instructs Manufacturers Life of America differently or a
Dollar Cost
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<PAGE> 42
Averaging request is in effect. Currently, there is no charge for this program;
however, Manufacturers Life of America reserves the right to institute a charge
on 90 days' written notice to the policyowner.
Manufacturers Life of America reserves the right to cease to offer this program
on 90 days' written notice to the policyowner.
Policy Loans
While the Policy is in force, the policyowner may borrow against the Policy
Value of his or her Policy. The Policy serves as the only security for the
loan. The minimum amount of any loan is $500. The maximum loan amount is the
amount which would cause the Modified Policy Debt to equal the loan value of
the Policy on the date of the loan. The loan value is the Policy's Cash
Surrender Value less the monthly deductions due to the next policy anniversary.
The Modified Policy Debt as of any date is the Policy Debt (the aggregate
amount of policy loans, including borrowed interest, less any loan repayments)
plus the amount of interest to be charged to the next policy anniversary, all
discounted from the next policy anniversary to such date at an annual rate of
4%. An amount equal to the Modified Policy Debt is transferred to the Loan
Account to ensure that a sufficient amount will be available to pay interest on
the Policy Debt at the next policy anniversary.
For example, assume a Policy with a loan value of $5,000, no outstanding policy
loans and a loan interest rate of 5.75%. The maximum amount that can be
borrowed is an amount that will cause the Modified Policy Debt to equal $5,000.
If the loan is made on a policy anniversary, the maximum loan will be $4,917.
This amount at 5.75% interest will equal $5,200 one year later; $5,200
discounted to the date of the loan at 4% (the Modified Policy Debt) equals
$5,000. Because the minimum rate of interest credited to the Loan Account is
4%, $5,000 must be transferred to the Loan Account to ensure that $5,200 will
be available at the next policy anniversary to cover the interest accrued on
the Policy Debt.
When a loan is made, Manufacturers Life of America will deduct from the
Investment Accounts or the Guaranteed Interest Account, and transfer to the
Loan Account, an amount which will result in the Loan Account value being equal
to the Modified Policy Debt. 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 Guaranteed Interest 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.
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<PAGE> 43
A policy loan may result in a Policy's failing to satisfy the Cumulative
Premium Test, since the Policy Debt is subtracted from the sum of the premiums
paid in determining whether the Cumulative Premium Test is satisfied. As a
result, the death benefit guarantee may terminate. See Insurance Benefit --
"Death Benefit Guarantee" and Other General Policy Provisions -- "Policy
Default." Moreover, if the death benefit guarantee is not in force, 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 Other
General Policy Provisions -- "Policy Default." A policy loan will also affect
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 Funds selected by the
policyowner or increasing in value at the rate of interest credited for amounts
allocated to the Guaranteed Interest Account. Policy loans may have tax
consequences. A policyowner considering the use of systematic policy loans as
one element of a comprehensive retirement income plan should consult his or her
personal tax adviser regarding the potential tax consequences if such loans
were to so reduce Policy Value that the Policy would lapse, absent additional
payments. The premium payment necessary to avert lapse would increase with the
age of the insured. See Miscellaneous Matters -- Federal Income Tax
Considerations (Tax Treatment of Policy Benefits). Finally, a policy loan will
affect the amount payable on the death of the life insured, since the death
benefit is reduced by the value of the Loan Account 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. The rate of interest
charged will be fixed at an effective annual rate of 5.75%. If the interest
due on a policy anniversary is not paid by the policyowner, the interest will
be borrowed against the Policy.
Interest Credited To The Loan Account. Manufacturers Life of America will
credit interest to any amount in the Loan Account at an effective annual rate
of at least 4%. The actual rate credited is:
- -- On amounts up to the Policy's Select Loan Amount, the rate of interest
charged on the policy loan less an interest rate differential, currently
0%; provided, however, if at some time in the future it is determined
that the current differential could cause the loan to be treated as a
taxable distribution under any applicable ruling, regulation or court
decision, Manufacturers Life of America has the right to increase the
differential on all subsequent Select Loan Amounts either (i) to an
amount that may be prescribed in such ruling, regulation or court
decision that would result in the transaction being treated as a loan
under federal tax law or (ii) if no amount is prescribed, to an amount
that Manufacturers Life of America considers to be more likely to result
in the transaction being treated as a loan under Federal tax law.
- -- On amounts in excess of the Select Loan Amount as described above, the
rate of interest charged on the policy loan less an interest rate
differential, currently 1.75%.
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<PAGE> 44
Prior to the later of the tenth policy anniversary and the anniversary
following attained age 55, the amount available as a Select Loan is zero; after
the later of the tenth policy anniversary and the policy anniversary following
attained age 55, the amount available annually as a Select Loan is equal to 12%
of the Policy's Net Cash Surrender Value at the previous policy anniversary.
The amount available as a Select Loan applies to existing and new loans. If,
at the time a policyowner is considering a Select Loan, interest due currently
on his or her outstanding loans equals or exceeds the Select Loan Amount, the
Select Loan feature could not be used to withdraw additional cash from Policy
Value. The total of all loans, including the Select Loan Amount, cannot exceed
the maximum loan amount as described above.
To illustrate the amount available as a Select Loan, assume that a Policy has
an issue age of 47 and a Net Cash Surrender Value on the eleventh policy
anniversary of $10,000. The Select Loan Amount available during the twelfth
policy year is $1,200 (12% X $10,000). Assume that at the beginning of the
twelfth policy year, a loan of $1,500 is taken. $1,200 of that amount is
considered the Select Loan Amount, $300 an ordinary policy loan.
At the end of the twelfth policy year, assume that the Net Cash Surrender Value
is $9,000. The Select Loan Amount available during the thirteenth policy year
is $1,080 (12% X $9,000). If not already repaid, the $300 from the prior
year's loan that was not considered a Select Loan is immediately converted to a
Select Loan, leaving $780 of the Select Loan Amount available for the
thirteenth policy year (provided that the sum of all outstanding loans does not
exceed the Policy's maximum loan amount). The amount of any unpaid interest on
the Select Loan and the ordinary policy loan from the twelfth policy year also
would be borrowed as a Select Loan up to the maximum Select Loan Amount and
thereby reduce by that amount the $780 available for borrowing as a Select Loan
during the remainder of the thirteenth policy year.
Loan Account Adjustments. When a loan is first taken out, and at specified
events thereafter, the value of the Loan Account is adjusted. Whenever the
Loan Account is adjusted, the difference between (i) the Loan Account before
any adjustment and (ii) the Modified Policy Debt at the time of adjustment, is
transferred between the Loan Account and the Investment Accounts or the
Guaranteed Interest Account. The amount transferred to or from the Loan
Account will be such that the value of the Loan Account is equal to the
Modified Policy Debt after the adjustment.
The specified events which cause an adjustment to the Loan Account are (i) a
policy anniversary, (ii) a partial or full loan repayment, (iii) a new loan
being taken out, or (iv) when an amount is needed to meet a monthly deduction.
A loan repayment may be implicit in that policy debt is effectively repaid upon
termination (i.e., upon death of the life insured, surrender or lapse of the
policy). In each of these instances, the Loan Account will be adjusted so that
any excess of the Loan Account over the Modified Policy Debt after the
repayment will be included in the termination proceeds.
Except as noted below in the Loan Repayments section, amounts transferred from
the Loan Account will be allocated to the Investment Accounts and the
Guaranteed Interest Account in the same proportion as the value in the
corresponding "loan
33
<PAGE> 45
sub-account" bears to the value of the Loan Account. A "loan sub-account"
exists for each Investment Account and for the Guaranteed Interest Account.
Amounts transferred to the Loan Account are allocated to the appropriate loan
sub-account to reflect the account from which the transfer was made.
Loan Account Illustration. (Dollar amounts in this illustration have been
rounded to the nearest dollar.) The operation of the Loan Account may be
illustrated by consideration of a Policy with a loan value of $5,000, a loan
interest rate of 5.75%, and a maximum loan amount on a policy anniversary of
$4,917. For purposes of the illustration, assume that the Select Loan Amount
is zero. If a loan in the maximum amount of $4,917 is made, an amount equal to
the Modified Policy Debt, $5,000, is transferred to the Loan Account. At the
next policy anniversary the value of the Loan Account will have increased to
$5,200 ($5,000 X 1.04) reflecting interest credited at an effective annual rate
of 4.0%. At that time the loan will have accrued interest charges of $283
($4,917 X .0575), bringing the Policy Debt to $5,200.
If the accrued interest charges are paid on the policy anniversary, the Policy
Debt will continue to be $4,917, and the Modified Policy Debt, reflecting
interest for the next policy year and discounting the Policy Debt and such
interest at 4%, will be $5,000. An amount will be transferred from the Loan
Account to the Guaranteed Interest Account or the Investment Accounts so that
the Loan Account value will equal the Modified Policy Debt. Since the Loan
Account value was $5,200, a transfer of $200 will be required ($5,200 -
$5,000).
If, however, the accrued interest charges of $283 are borrowed, an amount will
be transferred from the Investment Accounts and the Guaranteed Interest Account
so that the Loan Account value will equal the Modified Policy Debt recomputed
at the policy anniversary. The new Modified Policy Debt is the Policy Debt,
$5,200, plus loan interest to be charged to the next policy anniversary, $299
($5,200 X .0575), discounted at 4%, which results in a figure of $5,288. Since
the value of the Loan Account was $5,200, a transfer of $88 will be required.
This amount is equivalent to the 1.75% interest rate differential on the $5,000
transferred to the Loan Account on the previous policy anniversary.
Loan Repayments. Policy Debt may be repaid in whole or in part at any time
prior to the death of the life insured provided the Policy is in force. When a
repayment is made, the amount is credited to the Loan Account and a transfer is
made to the Guaranteed Interest Account or the Investment Accounts so that the
Loan Account at that time equals the Modified Policy Debt. Loan repayments
will first be allocated to the Guaranteed Interest Account until the associated
loan sub-account is reduced to zero. Loan repayments will then be allocated 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.
Partial Withdrawals And Surrenders
After a Policy has been in force for two policy years, the policyowner may make
a partial withdrawal of the Net Cash Surrender Value. The minimum amount that
may be withdrawn is $500. The policyowner should specify the portion of the
34
<PAGE> 46
withdrawal to be taken from each Investment Account and the Guaranteed Interest
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. No more than one partial withdrawal may be made in
any one policy month.
A partial withdrawal made during the Surrender Charge Period will usually
result in the assessment of a portion of the surrender charges to which the
Policy is subject (see Charges And Deductions -- "Surrender Charges") if the
withdrawal is in excess of the Withdrawal Tier Amount. The Withdrawal Tier
Amount is equal to 10% of the Net Cash Surrender Value determined as of the
previous policy anniversary. The portion of a partial withdrawal that is
considered to be in excess of the Withdrawal Tier Amount includes all previous
partial withdrawals that have occurred in the current policy year. If the
Option 1 death benefit is in effect under a Policy from which a partial
withdrawal is made, the face amount of the Policy will be reduced. See Charges
And Deductions -- Surrender Charges (Charges On Partial Withdrawals).
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 value of the Loan Account. The Net Cash
Surrender Value will be determined at the end of the Business Day on which
Manufacturers Life of America 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. Surrender of
a Policy during the Surrender Charge Period will usually result in the
assessment by Manufacturers Life of America of surrender charges. See Charges
And Deductions -- "Surrender Charges."
Charges And Deductions
Charges under the Policy are assessed as (i) deductions from premiums, (ii)
surrender charges upon surrender, partial withdrawals, decreases in face amount
or lapse, (iii) monthly deductions, and (iv) other charges. These charges are
described below.
Deductions From Premiums
Manufacturers Life of America currently makes no deduction of charges from
premium payments for state and local taxes. The maximum amount of deductions
for such charges which may be applicable to future premium payments is 2.35%.
Manufacturers Life of America currently makes no deduction of a charge from
premium payments for federal taxes. The maximum amount of deduction for such a
charge which may be applicable to future premium payments is 1.25%.
35
<PAGE> 47
Surrender Charges
Manufacturers Life of America will assess surrender charges upon surrender, a
partial withdrawal of Policy Value in excess of the Withdrawal Tier Amount, a
requested decrease in face amount, or lapse. The charges will usually be
assessed if any of the above transactions occurs within the Surrender Charge
Period unless the charges have been previously deducted. There are two
surrender charges -- a deferred underwriting charge and a deferred sales
charge.
Deferred Underwriting Charge. The deferred underwriting charge is $6 for each
$1,000 of face amount of life insurance coverage initially purchased or added
by increase. In effect, the charge applies only to the first $500,000 of face
amount initially purchased or the first $500,000 of each subsequent increase in
face amount. Thus, the charge made in connection with any one underwriting
will not exceed $3,000. The amount of the charge remains level for five years.
Following the fifth year after issuance of the Policy or a face amount
increase, the charge applicable to the initial face amount or increase will
decrease each month by varying rates depending upon the life insured's issue
age until the charge has decreased to zero. The applicable percentage of the
deferred underwriting charges to which the Policy is subject is illustrated by
the following table:
Table 1: Deferred Underwriting Charges
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Transaction Occurs After
Monthly Deduction Taken
for Last Month Preceding Percent of Deferred Underwriting Charges by Issue Age*
End of Month* Age
Month 0-50 51 52 53 54 55+
12 100% 100% 100% 100% 100% 100%
24 100% 100% 100% 100% 100% 100%
36 100% 100% 100% 100% 100% 100%
48 100% 100% 100% 100% 100% 100%
60 100% 100% 100% 100% 100% 100%
72 90% 88.89% 87.50% 85.71% 83.33% 80.00%
84 80% 77.78% 75.00% 71.43% 66.67% 60.00%
96 70% 66.67% 62.50% 57.14% 50.00% 40.00%
108 60% 55.56% 50.00% 42.86% 33.33% 20.00%
120 50% 44.44% 37.50% 28.57% 16.67% 0%
132 40% 33.33% 25.00% 14.28% 0%
144 30% 22.22% 12.50% 0%
156 20% 11.11% 0%
168 10% 0%
180 0%
</TABLE>
* Months not shown may be calculated by interpolation.
The deferred underwriting charge is designed to cover the administrative
expenses associated with underwriting and policy issue, including the costs of
processing applications, conducting medical examinations, determining the life
insured's risk class and establishing policy records. Manufacturers Life of
America does
36
<PAGE> 48
not expect to recover from the deferred underwriting charge any amount in
excess of its expenses associated with underwriting and policy issue.
Deferred Sales Charge. The maximum deferred sales charge is 50% of premiums
paid up to a maximum number of Target Premiums that varies (from -0.180 to
3.031) according to the issue age of the life insured, the face amount at issue
and the amount of any increase. This charge compensates the Company for some
of the expenses of selling and distributing the Policies, including agents'
commissions, advertising, agent training and the printing of prospectuses and
sales literature.
The deferred sales charge deducted in any policy year is not specifically
related to sales expenses incurred in that year. Instead, the Company expects
that the major portion of the sales expenses attributable to a Policy will be
incurred during the first policy year, although the deferred sales charge might
be deducted up to fifteen years later. Manufacturers Life of America
anticipates that the aggregate amounts received under the Policies for sales
charges will be insufficient to cover aggregate sales expenses. To the extent
that sales expenses exceed sales charges, Manufacturers Life of America will
pay the excess from its other assets or surplus, including amounts derived from
the mortality and expense risks charge described below. Manufacturers Life of
America may forego deducting a portion of the deferred sales charge if the
Policy is surrendered for its Net Cash Surrender Value at any time during the
first two years following issuance or following an increase in face amount or
if the increase is cancelled during the two-year period following the increase.
See Surrender Charges (Sales Charge Limitation) below.
The Target Premium for the initial face amount is specified in the Policy. A
Target Premium will be computed for each increase in face amount above the
highest face amount of coverage previously in effect, and the policyowner will
be advised of each new Target Premium. Target Premiums depend upon the face
amount of insurance provided at issue or by an increase and the issue age and
sex (unless unisex rates are required by law) of the life insured. The maximum
number of Target Premiums subject to the deferred sales charge varies, based on
the issue age of the life insured, the face amount at issue and the amount of
any increase, according to the following tables:
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<PAGE> 49
Table 2: Number of Target Premiums Subject to Deferred Sales Charge for
Policies Issued prior to July 10, 1995
(Applicable to the Initial Face Amount and Increases)
<TABLE>
<CAPTION>
$250,000 Under $250,000 Under $250,000 Under
Age or More $250,000 Age or More $250,000 Age or More $250,000
--- -------- -------- --- -------- -------- --- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
*0 -0.031 -0.039 30 1.319 1.648 60 2.356 2.945
*1 -0.144 -0.180 31 1.366 1.707 61 2.375 2.968
*2 -0.081 -0.102 32 1.415 1.768 62 2.399 2.998
*3 -0.020 -0.025 33 1.459 1.823 63 2.425 3.031
4 0.037 0.046 34 1.503 1.878 64 2.380 2.975
5 0.096 0.120 35 1.542 1.927 65 2.269 2.836
6 0.166 0.207 36 1.590 1.987 66 2.124 2.655
7 0.221 0.276 37 1.633 2.041 67 2.006 2.507
8 0.281 0.351 38 1.672 2.090 68 1.888 2.360
9 0.340 0.425 39 1.718 2.147 69 1.787 2.233
10 0.391 0.488 40 1.756 2.195 70 1.691 2.113
11 0.453 0.566 41 1.790 2.237 71 1.592 1.990
12 0.514 0.642 42 1.832 2.290 72 1.494 1.867
13 0.560 0.700 43 1.869 2.336 73 1.396 1.745
14 0.614 0.767 44 1.904 2.380 74 1.317 1.646
15 0.560 0.700 45 1.937 2.421 75 1.241 1.551
16 0.606 0.757 46 1.969 2.461 76 1.162 1.452
17 0.658 0.822 47 2.000 2.500 77 1.084 1.355
18 0.718 0.897 48 2.032 2.540 78 1.010 1.262
19 0.767 0.958 49 2.062 2.577 79 0.946 1.182
20 0.817 1.021 50 2.093 2.616 80 0.887 1.108
21 0.870 1.087 51 2.123 2.653 81 0.831 1.038
22 0.924 1.155 52 2.154 2.692 82 0.779 0.973
23 0.973 1.216 53 2.182 2.727 83 0.733 0.916
24 1.026 1.282 54 2.211 2.763 84 0.688 0.860
25 1.075 1.343 55 2.234 2.792 85 0.646 0.807
26 1.125 1.406 56 2.259 2.823 86 0.606 0.757
27 1.177 1.471 57 2.284 2.855 87 0.567 0.708
28 1.228 1.535 58 2.307 2.883 88 0.530 0.662
29 1.274 1.592 59 2.333 2.916 89 0.493 0.616
90 0.484 0.605
</TABLE>
*A negative number of Target Premiums produces a negative deferred sales
charge. When combined with the deferred underwriting charge, a negative
deferred sales charge reduces the total surrender charge.
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<PAGE> 50
Table 3: Number of Target Premiums Subject to Deferred Sales Charge for
Policies Issued on or after July 10, 1995 (Applicable to the Initial Face Amount
and Increases)
<TABLE>
<CAPTION>
$250,000 Under $250,000 Under $250,000 Under
Age or More $250,000 Age or More $250,000 Age or More $250,000
--- -------- -------- --- -------- -------- --- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
*0 -0.031 -0.039 30 1.319 1.648 60 2.356 2.945
*1 -0.144 -0.180 31 1.366 1.707 61 2.375 2.968
*2 -0.081 -0.102 32 1.415 1.768 62 2.399 2.998
*3 -0.020 -0.025 33 1.459 1.823 63 2.425 3.031
4 0.037 0.046 34 1.503 1.878 64 2.367 2.959
5 0.096 0.120 35 1.542 1.927 65 2.259 2.824
6 0.166 0.207 36 1.590 1.987 66 2.113 2.641
7 0.221 0.276 37 1.633 2.041 67 1.992 2.490
8 0.281 0.351 38 1.672 2.090 68 1.875 2.344
9 0.340 0.425 39 1.718 2.147 69 1.777 2.222
10 0.391 0.488 40 1.756 2.195 70 1.679 2.099
11 0.453 0.566 41 1.790 2.237 71 1.583 1.979
12 0.514 0.642 42 1.832 2.290 72 1.486 1.857
13 0.560 0.700 43 1.869 2.336 73 1.392 1.740
14 0.614 0.767 44 1.904 2.380 74 1.315 1.644
15 0.560 0.700 45 1.937 2.421 75 1.238 1.547
16 0.606 0.757 46 1.969 2.461 76 1.161 1.451
17 0.658 0.822 47 2.000 2.500 77 1.083 1.354
18 0.718 0.897 48 2.032 2.540 78 1.007 1.259
19 0.767 0.958 49 2.062 2.577 79 0.945 1.182
20 0.817 1.021 50 2.093 2.616 80 0.885 1.106
21 0.870 1.087 51 2.123 2.653 81 0.829 1.037
22 0.924 1.155 52 2.154 2.692 82 0.779 0.973
23 0.973 1.216 53 2.182 2.727 83 0.732 0.915
24 1.026 1.282 54 2.211 2.763 84 0.687 0.859
25 1.075 1.343 55 2.234 2.792 85 0.644 0.806
26 1.125 1.406 56 2.259 2.823 86 0.604 0.755
27 1.177 1.471 57 2.284 2.855 87 0.566 0.708
28 1.228 1.535 58 2.307 2.883 88 0.529 0.661
29 1.274 1.592 59 2.333 2.916 89 0.493 0.616
90 0.484 0.605
</TABLE>
*A negative number of Target Premiums produces a negative deferred sales
charge. When combined with the deferred underwriting charge, a negative
deferred sales charge reduces the total surrender charge.
39
<PAGE> 51
Except for surrenders to which the sales charge limitation provisions described
below apply, the maximum deferred sales charge will be in effect for at least
the first two years of the Surrender Charge Period. After that, the portion of
the deferred sales charge that remains in effect will grade down at a rate that
also varies according to the issue age of the life insured until, at the end of
the Surrender Charge Period, there is no deferred sales charge. The tables to
be used to reduce the applicable deferred sales charge during the Surrender
Charge Period are set forth in Appendix C to this Prospectus. The applicable
table will be set forth in each Policy and the policyowner will be informed of
the table to be used in connection with sales charges on increases in face
amount.
In order to determine the deferred sales charge applicable to a face amount
increase, Manufacturers Life of America will treat a portion of the Policy
Value on the date of increase as a premium attributable to the increase. In
addition, a portion of each premium paid on or subsequent to the increase will
be attributed to the increase. In each case, the portion attributable to the
increase will be the ratio of the "guideline annual premium" for the increase
to the sum of the guideline annual premiums for the initial face amount and all
increases including the requested increase.
A "guideline annual premium" is a hypothetical amount based on S.E.C. rules
that is used to measure the maximum amount of the deferred sales charge that
may be imposed upon surrender, partial withdrawal, a decrease in face amount or
lapse during the first two years after issuance or after an increase in face
amount.
The following example illustrates how deferred underwriting and deferred sales
charges are calculated using data from Tables 1, 2 and 3 above and from the
tables in Appendix C.
Assume a 36-year-old male (standard risk) whose Policy was issued prior to July
10, 1995, at age 30, and who has paid $9,000 in premiums under a Policy with a
Target Premium of $1,500 and a face amount of $100,000 surrenders his Policy
during the last month of the sixth policy year.
A deferred underwriting charge of $540 would be assessed. The maximum deferred
underwriting charge of $600 ($6 per $1,000 of face amount X 100) would be
multiplied by the 90% listed in Table 1 as applicable to surrenders during the
last month of the sixth policy year [90% X ($6 X 100) = $540].
A deferred sales charge of $1,192.74 would also be assessed. According to
Table 2, the maximum number of Target Premiums subject to the deferred sales
charge for a person who was 30 years old when his or her Policy with a face
amount less than $250,000 was issued would be 1.648. Thus $2,472 (1.648 X
$1,500) would be the maximum amount of premiums subject to the 50% sales
charge, producing a maximum sales charge of $1,236 (50% X $2,472 = $1,236).
Because the surrender occurs during the last month of the sixth policy year,
only 96.50% (from the table in Appendix C for issue age 30) of the maximum
sales charge remains applicable [96.50% X (.50 X 1.648 X $1,500) = $1,192.74].
Sales Charge Limitation.If a Policy is surrendered or its face amount decreased
at any time during the first two years after issuance or after an increase in
face amount, Manufacturers Life of America will forego taking that part of the
40
<PAGE> 52
deferred sales charge with respect to "premiums" paid for the initial face
amount or such increase (including the portion of Policy Value treated as
premiums for the increase, as described above), whichever is applicable, which
exceeds the sum of (i) 30% of the premiums paid up to the lesser of one
guideline annual premium or the maximum amount of premiums subject to the
deferred sales charge plus (ii) 10% of the premiums paid in excess of one
guideline annual premium, up to the lesser of two guideline annual premiums or
the maximum amount of premiums subject to the deferred sales charge, plus (iii)
9% of the premiums paid in excess of two guideline annual premiums up to the
maximum amount of premiums subject to the deferred sales charge.
The operation of the sales charge limitation for Policies issued prior to July
10, 1995 is illustrated by the following example. A 67-year-old male
non-smoker purchased a Policy with a face amount in excess of $250,000 when he
was age 65. He has paid $30,000 in premiums under the Policy and it has a
guideline annual premium (GAP) of $15,997 and a Target Premium (TP) of $11,835.
He surrenders his policy during the second policy year. In the absence of the
sales charge limitation, the maximum deferred sales charge would be 50% of the
lesser of premiums paid ($30,000) or the maximum amount of premiums subject to
the deferred sales charge (TP X Maximum Number of TP's = $11,835 X 2.269 =
$26,854), which results in 50% of $26,854 (the "Maximum Chargeable Amount" or
"MCA") or $13,427 as the maximum deferred sales charge. However, under the
formula described above, the maximum sales charge allowable would be $5,885.
This is calculated as the sum of:
(i) 30% of one GAP, or $4,799 [.30 X $15,997 = $4,799], because one GAP
($15,997) is less than premiums paid ($30,000) and less than the MCA
($26,854);
plus
(ii) 10% of the MCA in excess of one GAP, or $1,086 (.10 X $10,857 = $1,086)
because the MCA in excess of one GAP ($26,854 - $15,997 = $10,857) is less
than premiums paid in excess of one GAP ($30,000 - $15,997 = $14,003) and
less than the amount of a second GAP ($15,997);
plus
(iii) $0, because no premiums in excess of two GAPs were paid and would not
have been chargeable in any event, as the MCA was less than two GAPs.
Thus, (i) $4,799 plus (ii) $1,086 plus (iii) $0 equals $5,885, the maximum
sales charge allowable.
If the Policy in the foregoing example were issued on or after July 10, 1995,
the maximum sales charge allowable would be $5,873 because the maximum amount
of Target Premiums subject to the deferred sales charge would be 2.259 (from
Table 3) instead of 2.269 (from Table 2).
Since a deferred sales charge is deducted when a Policy terminates for failure
to make the required payment following the Policy's going into default, the
sales charge limitation will apply if the termination occurs during the
two-year period
41
<PAGE> 53
following issuance or any increase in face amount. If the Policy terminates
during the two years after a face amount increase, the sales charge limitation
will relate only to the sales charges applicable to the increase.
Charges On Partial Withdrawals. Whenever a portion of the surrender charges is
deducted as a result of a partial withdrawal of Policy Value in excess of the
Withdrawal Tier Amount, the Policy's remaining surrender charges will be
reduced by the amount of the charges taken. The surrender charges not assessed
as a result of the 10% free withdrawal provision remain in effect under the
Policy and may be assessed upon surrender or lapse, other partial withdrawals,
or a requested decrease in face amount. The portion of the surrender charges
assessed will be based on the ratio of the amount of the withdrawal in excess
of the Withdrawal Tier Amount to the Net Cash Surrender Value of the Policy
less the Withdrawal Tier Amount immediately prior to the withdrawal. The
surrender charges will be deducted from each Investment Account and the
Guaranteed Interest Account in the same proportion as the amount of the
withdrawal taken from such account bears to the total amount of the withdrawal.
If the amount in the account is insufficient to pay the portion of the
surrender charges allocated to that account, then the portion of the withdrawal
allocated to that account will be reduced so that the withdrawal plus the
portion of the surrender charges allocated to that account equal the value of
that account. Units equal to the amount of the partial withdrawal taken, and
surrender charges deducted, from each Investment Account will be cancelled
based on the value of such units determined at the end of the Business Day on
which Manufacturers Life of America receives a written request for withdrawal
at its Service Office.
If the Option 1 death benefit is in effect under a Policy from which a partial
withdrawal is made, the face amount of the Policy will be reduced. If the
death benefit is equal to the face amount at the time of withdrawal, the face
amount will be reduced by the amount of the withdrawal plus the portion of the
surrender charges assessed. If the death benefit is based upon the Policy
Value times the applicable percentage set forth under Insurance Benefit --
"Death Benefit Options" above, the face amount will be reduced only to the
extent that the amount of the withdrawal plus the portion of the surrender
charges assessed exceeds the difference between the death benefit and the face
amount. Reductions in face amount resulting from partial withdrawals will not
incur any surrender charges above the surrender charges applicable to the
withdrawal. 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.
Charges On Decreases In Face Amount. As with partial withdrawals, a portion of
a Policy's surrender charges will be deducted upon a decrease, or a
cancellation of an increase, in face amount requested by the policyowner.
Since surrender charges are determined separately for the initial face amount
and each face amount increase, and since a decrease in face amount will have a
different impact on each level of insurance coverage, the portion of the
surrender charges to be deducted with respect to each level of insurance
coverage will be determined separately. Such portion will be the same as the
ratio of the amount of the reduction in such coverage to the amount of such
coverage prior to the reduction.
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<PAGE> 54
As noted under Insurance Benefit -- "Face Amount Changes," decreases are
applied to the most recent increase first and thereafter to the next most
recent increases successively. The charges will be deducted from the Policy
Value, and the amount so deducted will be allocated among the Investment
Accounts and the Guaranteed Interest Account in the same proportion as the
Policy Value in each bears to the Net Policy Value. Whenever a portion of the
surrender charges is deducted as a result of a decrease in face amount, the
Policy's remaining surrender charges will be reduced by the amount of the
charges taken.
Charges Remaining After Face Amount Decreases Or Partial Withdrawals. Each
time a pro-rata deferred underwriting charge or a pro-rata deferred sales
charge for a face amount decrease or for a partial withdrawal is deducted, the
remaining deferred underwriting charge and deferred sales charge will be
reduced proportionately.
The remaining deferred underwriting charge will be calculated using Table 1
above. The actual remaining charge will be the result of (a) divided by (b),
multiplied by (c), where:
(a) is the grading percentage applicable to the life insured's issue age and
Policy duration;
(b) is the grading percentage applicable to the life insured's issued age at
the time of the last face amount decrease or partial withdrawal; and
(c) is the remaining deferred sales charge prior to the last face amount
decrease or partial withdrawal less the deferred underwriting charge
deducted for that face amount decrease or partial withdrawal.
The remaining deferred sales charge will be calculated using Table 2 above and
Appendix C. The actual remaining charge will be the result of (a) divided by
(b), multiplied by (c), where:
(a) is the grading percentage applicable to the Policy duration;
(b) is the grading percentage at the time of the last face amount decrease or
partial withdrawal; and
(c) is the remaining deferred sales charge prior to the last face amount
decrease or partial withdrawal less the deferred sales charge deducted for
that face amount decrease or partial withdrawal.
Until the sum of premiums paid equals or exceeds the number of Target Premiums
subject to deferred sales charge multiplied by the Target Premium, subsequent
premium payments will increase the remaining deferred sales charge.
Monthly Deductions
Each month a deduction consisting of an administration charge, a charge for the
cost of insurance, a charge for mortality and expense risks, and charge(s) for
any supplementary benefit(s) (see Other Provisions -- "Supplementary Benefits")
is deducted from Policy Value. The monthly deduction will be allocated among
the
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<PAGE> 55
Investment Accounts and (other than the mortality and expense risks charge) the
Guaranteed Interest Account in the same proportion as the Policy Value in each
bears to the Net Policy Value. Monthly deductions due prior to the effective
date will be taken on the effective date instead of the dates they were due.
If the Policy is still in force when the life insured attains age 100, no
further monthly deductions will be taken from the Policy Value.
Administration Charge
The monthly administration charge is $35 until the first anniversary and,
thereafter, $10 (the right is reserved to increase the administration charge by
an additional amount of up to $.01 per $1,000 of face amount per 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 a 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 is based on the life insured's
issue age, the duration of the coverage, sex (unless unisex rates are required
by law), risk class, and, in the case of certain Policies issued in group or
sponsored arrangements providing for reduction in cost of insurance charges (see
"Special Provisions For Group Or Sponsored Arrangements"), the face amount of
the Policy. See Miscellaneous Matters -- "Legal Considerations." The rate is
determined separately for the initial face amount and for each increase in face
amount. Cost of insurance rates will generally increase with the life insured's
age. Any additional ratings as indicated in the Policy will be added to the
cost of insurance rate.
The cost of insurance rates used by Manufacturers Life of America reflect its
expectations as to future mortality experience as based on current experience.
The rates may be changed from time to time on a basis which does not unfairly
discriminate within the class of life insureds. In no event will the cost of
insurance rate exceed the guaranteed rate set forth in the Policy except to the
extent that an extra rate is imposed because of an additional rating applicable
to the life insured or if simplified underwriting is granted in a group or
sponsored arrangement (see "Special Provisions For Group Or Sponsored
Arrangements"). The guaranteed rates are based on the 1980 Commissioners
Standard Ordinary Smoker/Nonsmoker Mortality Tables.
If requested by the applicant, Manufacturers Life of America may offer the
Policy with provisions based on actuarial tables that do not differentiate on
the basis of sex to such prospective purchasers in states where the unisex
version of the Policy has been approved.
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<PAGE> 56
The State of Montana currently prohibits the issuance of policies with
assumptions that distinguish between men and women in determining premiums and
policy benefits for policies issued on the life of any of its residents.
The net amount at risk to which the cost of insurance rate is applied is the
difference between the death benefit, divided by 1.0032737 (a factor which
reduces the net amount at risk for cost of insurance charge purposes by taking
into account assumed monthly earnings at an annual rate of 4%), and the Policy
Value. Because different cost of insurance rates may apply to different levels
of insurance coverage, the net amount at risk will be calculated separately for
each level of insurance coverage. When the Option 1 death benefit is in
effect, for purposes of determining the net amount at risk applicable to each
level of insurance coverage, the Policy Value is attributed first to the
initial face amount and then, if the Policy Value is greater than the initial
face amount, to each increase in face amount in the order made.
Because the calculation of the net amount at risk is different under the death
benefit options when more than one level of insurance coverage is in effect, a
change in the death benefit option may result in a different net amount at risk
for each level of insurance coverage than would have occurred had the death
benefit option not been changed. Since the cost of insurance is calculated
separately for each level of insurance coverage, any change in the net amount
at risk for a level of insurance coverage resulting from a change in the death
benefit option may affect the amount of the charge for the cost of insurance.
Partial withdrawals and decreases in face amount will also affect the manner in
which the net amount at risk for each level of insurance coverage is
calculated.
Mortality And Expense Risks Charge
Manufacturers Life of America deducts a monthly charge from the Policy Value
for the mortality and expense risks it assumes under the Policies. This charge
is made at the beginning of each policy month at an annual rate of .90% through
the later of the tenth anniversary of the Policy and the policyowner's attained
age of 60 and, thereafter, .45%. It is assessed against the value of the
policyowner's Investment Accounts by cancellation of units in the same
proportion as the value of each Investment Account bears to the total value of
the Investment Accounts. The mortality risk assumed is that lives 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 Policies
will be greater than the Company estimated. Manufacturers Life of America will
realize a gain from this charge to the extent it is not needed to provide
benefits and pay expenses under the Policies.
Other Charges
Currently, Manufacturers Life of America makes no charge against the Separate
Account for federal, state or local taxes that may be attributable to the
Separate Account or to the operations of the Company with respect to the
Policies. However, if Manufacturers Life of America incurs any such taxes, it
may make a charge therefor.
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<PAGE> 57
Charges will be imposed on certain transfers of Policy Values, including a $25
charge for each transfer in excess of twelve in a policy year and a $5 charge
for each Dollar Cost Averaging transfer when Policy Value does not exceed
$15,000. See Policy Values -- "Transfers Of Policy Value."
The Separate Account purchases shares of Portfolios at net asset value. The net
asset value of those shares reflects the following investment management fees
and expenses:
<TABLE>
Investment
Management Expenses
Fees of up to
<S> <C> <C>
Pacific Rim Emerging Markets Trust .850% .75%
Science & Technology Trust 1.100% .50%
International Small Cap Trust 1.100% .75%
Emerging Growth Trust 1.050% .50%
Pilgrim Baxter Growth Trust 1.050% .50%
Small/Mid Cap Trust 1.000% .50%
International Stock Trust 1.050% .75%
Worldwide Growth Trust 1.000% .75%
Global Equity Trust .900% .75%
Growth Trust .850% .50%
Equity Trust .750% .50%
Quantitative Equity Trust* .700% .50%
Equity Index Trust .250% .15%
Blue Chip Growth Trust .925% .50%
Real Estate Securities Trust* .700% .50%
Value Trust .800% .50%
International Growth and Income Trust .950% .75%
Growth and Income Trust .750% .50%
Equity-Income Trust .800% .50%
Balanced Trust .800% .50%
Aggressive Asset Allocation Trust .750% .50%
Moderate Asset Allocation Trust .750% .50%
Conservative Asset Allocation Trust .750% .50%
High Yield Trust .775% .50%
Strategic Bond Trust .775% .50%
Global Government Bond Trust .800% .75%
Capital Growth Bond Trust* .650% .50%
Investment Quality Bond Trust .650% .50%
U.S. Government Securities Trust .650% .50%
Money Market Trust .500% .50%
Lifestyle Aggressive 1000 Trust None** .50%
Lifestyle Growth 820 Trust None** .50%
Lifestyle Balanced 640 Trust None** .50%
Lifestyle Moderate 460 Trust None** .50%
Lifestyle Conservative 280 Trust None** .50%
</TABLE>
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<PAGE> 58
*NASL Financial Services, Inc. has voluntarily agreed to waive fees payable to
it and/or to reimburse expenses for a period of one year beginning December 31,
1996 to the extent necessary to prevent the total of advisory fees and expenses
for the Quantitative Equity Trust, Real Estate Securities Trust and Capital
Growth Bond Trust for such period from exceeding .50% of average net assets.
**Because each Lifestyle Trust will invest in shares of Underlying Portfolios
each will bear its pro rata share of the fees and expenses incurred by the
Underlying Portfolios.
Detailed information concerning such fees and expenses is set forth under the
caption "Management Of The Funds" in the Prospectus for the Manulife Series
Fund that accompanies this Prospectus and under the caption "Management of The
Trust" in the Prospectus for the NASL Series Trust that accompanies this
Prospectus.
Special Provisions For Group Or Sponsored Arrangements
Where permitted by state insurance laws, Policies may be purchased under group
or sponsored arrangements, as well as on an individual basis. A "group
arrangement" includes a program under which a trustee, employer or similar
entity purchases Policies covering a group of individuals on a group basis. In
California all participants of group arrangements will be individually
underwritten. A "sponsored arrangement" includes a program under which an
employer permits group solicitation of its employees or an association permits
group solicitation of its members for the purchase of Policies on an individual
basis.
The charges and deductions described above may be reduced for Policies issued in
connection with group or sponsored arrangements. Such arrangements may include
sales without withdrawal charges and deductions to employees, officers,
directors, agents, immediate family members of the foregoing, and employees of
agents of Manufacturers Life and its subsidiaries. Manufacturers Life of
America will reduce the above charges and deductions in accordance with its
rules in effect as of the date an application for a Policy is approved. To
qualify for such a reduction, a group or sponsored arrangement must satisfy
certain criteria as to, for example, size of the group, expected number of
participants and anticipated premium payments from the group. Generally, the
sales contacts and effort, administrative costs and mortality cost per Policy
vary based on such factors as the size of the group or sponsored arrangements,
the purposes for which Policies are purchased and certain characteristics of its
members. The amount of reduction and the criteria for qualification will
reflect the reduced sales effort and administrative costs resulting from, and
the different mortality experience expected as a result of, sales to qualifying
groups and sponsored arrangements. Certain Policies issued prior to the
effective date of this Prospectus may provide for deductions from premiums up to
an amount of 3.60% for state, local and federal taxes. In addition such
Policies may also provide for an administrative charge of $.01 per $1,000 of
face amount per month in addition to the charge of $35 per month in the first
policy year and $10 per month in subsequent policy years.
Manufacturers Life of America may modify from time to time, on a uniform basis,
both the amounts of reductions and the criteria for qualification. Reductions
in these charges will not be unfairly discriminatory against any person,
including the affected policyowners and all other policyowners funded by the
Separate Account.
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<PAGE> 59
In addition, groups and persons purchasing under a sponsored arrangement may
apply for simplified underwriting. If simplified underwriting is granted, the
cost of insurance charge may increase as a result of higher anticipated
mortality experience. In addition, groups or persons purchasing under a
sponsored arrangement may request increases or decreases in face amount at any
time after issue and decreases in face amount at any time after an increase in
face amount.
Special Provisions For Exchanges
Manufacturers Life of America will permit owners of certain life insurance
policies issued either by the Company or Manufacturers Life to exchange their
policies for the Policies described in this prospectus. Charges under the
policies being exchanged or the Policies issued in exchange therefor may be
reduced or eliminated. Owners of certain policies may be entitled to convert
their policies to the Policies described in this prospectus. If they elect to
convert, they may receive a credit upon conversion in an amount up to their
first-year premium. Policy loans made under policies being exchanged may, in
some circumstances, be carried over to the new Policies without repayment at
the time of exchange. Policyowners considering an exchange should consult
their tax advisers as to the tax consequences of an exchange.
The General Account
By virtue of exclusionary provisions, interests in the general account of
Manufacturers Life of America 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 Securities and Exchange Commission
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.
The general account of Manufacturers Life of America consists of all assets
owned by the Company other than those in its separate accounts. Subject to
applicable law, Manufacturers Life of America has sole discretion over the
investment of the assets of the general account.
A policyowner may elect to allocate net premiums to the Guaranteed Interest
Account or to transfer all or a portion of the Policy Value to the Guaranteed
Interest Account from the Investment Accounts. Transfers from the Guaranteed
Interest Account to the Investment Accounts are subject to restrictions. See
Policy Values -- "Transfers Of Policy Value" and "Policy Value." Manufacturers
Life of America will hold the reserves required for any portion of the Policy
Value allocated to the Guaranteed Interest Account in its general account.
However, an allocation of Policy Value to the Guaranteed Interest Account does
not entitle the policyowner to share in the investment experience of the
general account. Instead, Manufacturers Life of America guarantees that the
Policy Value in the Guaranteed Interest 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. The Company may, at its sole
discretion, credit a higher
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<PAGE> 60
rate of interest, although it is not obligated to do so. The policyowner
assumes the risk that interest credited may not exceed the guaranteed minimum
rate of 4% per year.
Other General Policy Provisions
Policy Default
Unless the Death Benefit Guarantee is in effect, a Policy will go into default
if the Policy's Net Cash Surrender Value at the beginning of any policy month
would go below zero after deducting the monthly deductions then due.
Manufacturers Life of America 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 at the date of default, plus the monthly
deductions due at the date of default and at the beginning of each of the two
policy months thereafter, based on the Policy Value at the date of default. If
the required payment is not received by the end of the grace period, the Policy
will terminate and the Net Cash Surrender Value (subject to any applicable
limitation on surrender charges; see Charges And Deductions -- "Surrender
Charges") as of the date of default less the monthly deductions then due will
be paid to the policyowner. If the life insured should die during the grace
period following a Policy's going into default, 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 payable will be reduced by any outstanding
monthly deductions due at the time of death.
Policy 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:
(a) The life insured's risk class is standard or preferred.
(b) The life insured's attained age is less than 46.
A policyowner can 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) The Policy must not have been surrendered for its Net Cash Surrender
Value at the request of the policyowner;
(b) Evidence of the life insured's insurability satisfactory to Manufacturers
Life of America is furnished to it;
(c) A premium equal to the payment required during the 61-day grace period
following default to keep the Policy in force is paid to Manufacturers
Life of America; and
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<PAGE> 61
(d) An amount equal to any amounts paid by Manufacturers Life of America in
connection with the termination of the Policy is repaid to Manufacturers
Life of America.
If the reinstatement is approved, the date of reinstatement will be the later
of the date of the policyowner's written request or the date the required
payment is received at the Manufacturers Life of America Service Office.
Miscellaneous Policy Provisions
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. Thereafter the beneficiary
may be changed by the policyowner during the life insured's lifetime by giving
written notice to Manufacturers Life of America in a form satisfactory to it
unless an irrevocable designation has been elected. 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 Life of America will not contest the validity
of a Policy after it has been in force during the life insured's lifetime for
two years from the issue date. It will not contest the validity of an increase
in face amount or the addition of a supplementary benefit after such increase
or addition has been in force during the life insured's lifetime for two years.
If a Policy has been reinstated and been in force 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 life insured's stated age or sex or both in
the Policy are incorrect, Manufacturers Life of America will change the face
amount of insurance so that the death benefit will be that which the most
recent monthly charge for the cost of insurance would have bought for the
correct age and sex (unless unisex rates are required by law).
Suicide Exclusion. If the life insured, whether sane or insane, dies by
suicide within two years from the issue date, Manufacturers Life of America
will pay only the premiums paid less any partial withdrawals of the Net Cash
Surrender Value and any amount in the Loan Account. If the life insured should
die by suicide within two years after a face amount increase, the death benefit
for the increase will be limited to the monthly deduction for the increase.
Assignment. Manufacturers Life of America will not be bound by an assignment
until it receives a copy of it at its Service Office. Manufacturers Life of
America assumes no responsibility for the validity or effects of any
assignment.
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<PAGE> 62
Other Provisions
Supplementary Benefits
Subject to certain requirements, one or more supplementary benefits may be
added to a Policy, including those providing term insurance for additional
insureds, providing term insurance options, providing accidental death
coverage, waiving monthly deductions upon disability, guaranteeing the Policy
Value, accelerating benefits in the event of terminal illness, and, in the case
of corporate-owned Policies, permitting a change of the life insured. More
detailed information concerning supplementary benefits may be obtained from an
authorized agent of the Company. The cost of any supplementary benefits will
be deducted as part of the monthly deduction. See Charges And Deductions --
"Monthly Deductions."
Payment Of Proceeds
As long as the Policy is in force, Manufacturers Life of America will ordinarily
pay any policy loans, partial withdrawals, Net Cash Surrender Value or any
insurance benefit within seven days after receipt at the Manufacturers Life of
America Service Office of all the documents required for such a payment.
The Company may delay the payment of any policy loans, partial withdrawals, Net
Cash Surrender Value or the portion of any insurance benefit that depends on
the Guaranteed Interest Account value for up to six months; otherwise the
Company may delay payment for any period during which (i) the New York Stock
Exchange is closed for trading (except for normal holiday closings) or trading
on the Exchange is otherwise restricted; or (ii) an emergency exists as defined
by the S.E.C. or the S.E.C. requires that trading be restricted; or (iii) the
S.E.C. permits a delay for the protection of policyowners. Also, transfers
may be denied under the circumstances stated in clauses (i), (ii) and (iii)
above and under the circumstances previously set forth. See Policy Values --
"Transfers Of Policy Value."
Reports To Policyowners
Within 30 days after each policy anniversary, Manufacturers Life of America
will send the policyowner a statement showing, among other things, the amount
of the death benefit, the Policy Value and its allocation among the Investment
Accounts, the Guaranteed Interest Account and the Loan Account, the value of
the units in each Investment Account to which the Policy Value is allocated,
any Loan Account balance and any interest charged since the last statement, the
premiums paid and policy transactions made during the period since the last
statement and any other information required by law.
Within 10 days after any transaction involving purchase, sale, or transfer of
units of Investment Accounts, a confirmation statement will be sent.
Each policyowner will also be sent an annual and a semi-annual report for NASL
Series Trust which will include a list of the securities held in each Portfolio
as required by the 1940 Act.
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<PAGE> 63
Miscellaneous Matters
Portfolio Share Substitution
Although Manufacturers Life of America believes it to be highly unlikely, it is
possible that in the judgment of its management, one or more of the Funds may
become unsuitable for investment by the Separate Account because of a change in
investment policy or a change in the applicable laws or regulations, because
the shares are no longer available for investment, or for some other reason.
In that event, Manufacturers Life of America may seek to substitute the shares
of another Fund or of an entirely different mutual fund. Before this can be
done, the approval of the S.E.C. and one or more state insurance departments
may be required.
Manufacturers Life of America also reserves the right to combine other separate
accounts with the Separate Account, to establish additional sub-accounts within
the Separate Account, to operate the Separate Account as a management investment
company or other form permitted by law, to transfer assets from this Separate
Account to another separate account and from another separate account to this
Separate Account, 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.
The investment objectives of the Separate Account will not be changed materially
without first filing the change with the Insurance Commissioner of the State of
Michigan. Policyowners will be advised of any such change at the time it is
made.
Federal Income Tax Considerations
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 advisers 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 or of the
current interpretations by the Service. WE DO NOT MAKE ANY GUARANTEE REGARDING
THE TAX STATUS OF ANY POLICY OR ANY TRANSACTION REGARDING THE POLICIES.
The Policies may be used in various arrangements, including non-qualified
deferred compensation or salary continuance 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 its tax
consequences, is contemplated, a qualified tax adviser should be consulted for
advice on the tax attributes of the particular arrangement.
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<PAGE> 64
Tax Status Of The Policy
Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code") sets
forth a definition of a life insurance contract for federal tax purposes. The
Secretary of 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 Policy would not provide the tax advantages normally provided by a life
insurance policy.
With respect to a Policy 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 premium
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.
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.
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 NASL Series Trust,
intends to comply with the diversification requirements prescribed in Treas.
Reg. Sec. 1.817-5, which affect how NASL Series 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.
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
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<PAGE> 65
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 subaccounts without being treated as owners of the
underlying assets."
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
owner 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.
The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.
Tax Treatment Of Policy Benefits
In General. 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. Thus, the death benefit
under the Policy should be excludable from the gross income of the beneficiary
under Section 101(a)(1) of the Code.
Depending on the circumstances, the exchange of a Policy, a change in the
Policy's death benefit option, a Policy loan, a partial withdrawal, a surrender,
a change in ownership, a change of insured, 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.
Generally, the policyowner will not be deemed to be in constructive receipt of
the Policy Value, including increments thereof, until there is a distribution.
The tax consequences of distributions from, and loans taken from or secured by,
a Policy depend on whether the Policy is classified as a "Modified Endowment
Contract." 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
indebtedness exceeds the total investment in the Policy, the excess will
generally be treated as ordinary income subject to tax, regardless of whether
the Policy is or is not a Modified Endowment Contract.
Modified Endowment Contracts. Section 7702A establishes a class of life
insurance contracts designated as "Modified Endowment Contracts," which applies
to Policies entered into or materially changed after June 20, 1988.
54
<PAGE> 66
Because of the Policy's flexibility, classification as a Modified Endowment
Contract will depend on the individual circumstances of each Policy. In
general, a Policy will be a Modified Endowment Contract if the accumulated
premiums paid at any time during the first seven policy years exceed the sum of
the net level premiums which would have been paid on or before such time if the
Policy provided for paid-up future benefits after the payment of seven level
annual premiums. The determination of whether a Policy will be a Modified
Endowment Contract after a material change generally depends upon the
relationship of the death benefit and Policy Value at the time of such change
and the additional premiums paid in the seven years following the material
change. If a premium is received which would cause the Policy to become a
Modified Endowment Contract (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 as of the date received.
Further, if a transaction occurs which reduces the face amount of the Policy
during the first seven years, the Policy will be retested retroactive to the
date of purchase to determine compliance with the seven pay test based on the
lower face amount. As well, if a reduction of the face amount occurs within
seven years of a material change, the Policy will be retested for compliance
retroactive to the date of the material change. Failure to comply would result
in classification as a Modified Endowment Contract regardless of any efforts by
the Company to provide a payment schedule that will not violate the seven pay
test.
The rules relating to whether a Policy will be treated as a Modified Endowment
Contract 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 Modified Endowment
Contract.
Distributions From Policies Classified As Modified Endowment Contracts.
Policies classified as Modified Endowment Contracts 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 (described below) 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 upon surrender) from,
or loans 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's 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.
Distributions From Policies Not Classified As Modified Endowment Contracts. A
distribution from a Policy that is not a Modified Endowment Contract is
generally treated as a tax-free recovery by the policyowner of the investment
in the Policy
55
<PAGE> 67
(described below) 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. 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 complying 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.
Loans from, or secured by, a Policy that is not a Modified Endowment Contract
are not treated as distributions. Instead, such loans are treated as
indebtedness of the policyowner. Select Loans may, however, be treated as a
distribution.
Finally, neither distributions (including distributions upon surrender) nor
loans from, or secured by, a Policy that is not a Modified Endowment Contract
are subject to the 10% additional tax.
Policy Loan Interest. Generally, personal interest paid on any loan under a
Policy which is owned by an individual is not deductible. In addition, 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 that taxpayer will not be tax deductible to the extent
the aggregate amount of such loans with respect to contracts covering such
individual exceeds $50,000. The deduction of interest on Policy loans may also
be subject to other restrictions under Section 264 of the Code.
Investment In The Policy. Investment in the Policy means (i) the aggregate
amount of any premiums or other consideration paid for a Policy, minus (ii) the
aggregate amount received under the Policy which has been excluded from gross
income of the policyowner (except that the amount of any loan from, or secured
by, a Policy that is a Modified Endowment Contract, to the extent such amount
has been excluded from gross income, will be disregarded), plus (iii) the
amount of any loan from, or secured by, a Policy that is a Modified Endowment
Contract to the extent that such amount has been included in the gross income
of the policyowner.
Multiple Policies. All Modified Endowment Contracts that are issued by the
Company (or its affiliates) to the same policyowner during any calendar year
are treated as one Modified Endowment Contract for purposes of determining the
amount includible in the gross income under Section 72(e) of the Code.
The Company's Taxes
As a result of the Omnibus Budget Reconciliation Act of 1990, insurance
companies are generally required to capitalize and amortize certain policy
acquisition expenses over a 10-year period rather than currently deducting such
expenses. This treatment applies to the deferred acquisition expenses of a
Policy and results in a significantly higher corporate income tax liability for
the Company. The Company makes a charge to premiums to compensate it for the
anticipated higher corporate income taxes.
56
<PAGE> 68
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 such 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.
Distribution Of The Policy
ManEquity, Inc., an indirect wholly-owned subsidiary of Manufacturers Life,
will act as the principal underwriter of, and continuously offer, the Policies
pursuant to a Distribution Agreement with Manufacturers Life of America.
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.
The Policies will be sold by registered representatives of either ManEquity,
Inc. or other broker-dealers having distribution agreements with ManEquity,
Inc. who are also authorized by state insurance departments to do so. A
registered representative will receive first-year commissions not to exceed 50%
of premiums paid up to the Target Premium, commissions of 2% of premiums in
excess thereof and, after the third anniversary, 0.15% of the Policy Value per
annum. In addition representatives will be eligible for bonuses of up to 90%
of first-year commissions. Representatives who meet certain standards with
regard to the sale of the Policies and certain other policies issued by
Manufacturers Life of America or Manufacturers Life will be eligible for
additional compensation.
Responsibilities Assumed By Manufacturers Life
Manufacturers Life and Manufacturers USA have entered into an agreement with
ManEquity, Inc. pursuant to which Manufacturers Life or Manufacturers USA, on
behalf of ManEquity, Inc., will pay the sales commissions in respect of the
Policies and certain other policies issued by Manufacturers Life of America,
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 USA for all sales commissions paid
by Manufacturers Life and will pay Manufacturers Life for its other services
under the agreement in such amounts and at such times as agreed to by the
parties.
Manufacturers Life and Manufacturers USA have also entered into a Service
Agreement with Manufacturers Life of America pursuant to which Manufacturers
Life or Manufacturers USA will provide to Manufacturers Life of America all
issue, administrative, general services and recordkeeping functions on behalf of
Manufacturers Life of America with respect to all of its insurance policies
including the Policies.
Finally, Manufacturers USA has entered into a Stoploss Reinsurance Agreement
with Manufacturers Life of America under which Manufacturers USA reinsures all
aggregate claims in excess of 110% of the expected claims for all flexible
premium variable life insurance policies issued by Manufacturers Life of
America. Under the agreement Manufacturers Life of America will automatically
reinsure the risk for any one life up to a maximum of $7,500,000, except in the
case of aviation risks where the maximum will be $5,000,000. However,
Manufacturers Life
57
<PAGE> 69
of America may also consider reinsuring any non-aviation risks in excess of
$7,500,000 and any aviation risk in excess of $5,000,000.
Voting Rights
As stated above, all of the assets held in the sub-accounts of the Separate
Account will be invested in shares of a particular Portfolio of NASL Series
Trust. Manufacturers Life of America is the legal owner of those shares and as
such has the right to vote upon 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 Life of America 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 Policies, will
be voted by Manufacturers Life of America 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 Life
of America 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 NASL Trust. The number will be determined as of a date chosen by
Manufacturers Life of America, 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 shareholders' meeting.
Manufacturers Life of America may, if required by state insurance 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, Manufacturers Life of America itself may
disregard voting instructions that would require changes in the investment
policies or investment adviser, provided that Manufacturers Life of America
reasonably disapproves such changes in accordance with applicable federal
regulations. If Manufacturers Life of America does disregard voting
instructions, it will advise policyowners of that action and its reasons for
such action in the next communication to policyowners.
Directors and Officers of Manufacturers Life of America
The Directors and Officers of Manufacturers Life of America, together with
their principal occupations during the past few years, are as follows:
58
<PAGE> 70
<TABLE>
<CAPTION>
Position With
Manufacturers Life
Name of America Principal Occupation
- ------------------ -------------------- --------------------------------
<S> <C> <C>
Sandra M. Cotter Director Attorney 1989-present, Dykema
(34) Gossett
James D. Gallagher Director, Secretary, Vice President, Legal Services
(42) and General Counsel U.S. Operations--January 1996-
present, The Manufacturers Life
Insurance Company; Vice President,
Secretary and General Counsel--
1994-present, North American
Security Life; Vice President and
Associate General Counsel--1991-1994,
The Prudential Insurance Company of
America
Bruce Gordon Director Vice President, U.S. Operations
(53) -- Pensions -- 1990-present, The
Manufacturers Life Insurance
Company
Donald A. Guloien Director and President Senior Vice President, Business
(40) Development 1994-present, The
Manufacturers Life Insurance
Company; Vice President, U.S.
Individual Business -- 1990-1994,
The Manufacturers Life Insurance
Company
</TABLE>
59
<PAGE> 71
<TABLE>
<CAPTION>
Position With
Manufacturers Life
Name of America Principal Occupation
- ------------------ -------------------- --------------------------------
<S> <C> <C>
Theodore Kilkuskie, Director Vice President, U.S. Individual
Jr. (41) Insurance -- June 1995-present,
The Manufacturers Life Insurance
Company; Executive Vice President,
Mutual Funds -- January 1995-May 1995,
State Street Research; Vice President,
Mutual Funds -- 1987-1994, Metropolitan
Life Insurance Company
Joseph J. Pietroski Director Senior Vice President, General
(58) Counsel and Corporate Secretary --
1988-present, The Manufacturers
Life Insurance Company
John D. Richardson Chairman and Director Senior Vice President and General
(59) Manager, U.S. Operations
1995-present, The Manufacturers
Life Insurance Company; Senior
Vice President and General
Manager, Canadian Operations
1992-1994, The Manufacturers Life
Insurance Company; Senior Vice
President, Financial Services
1992, The Manufacturers Life
Chairman and CFO -- 1989-1991,
Canada Trust
John R. Ostler Vice President, Chief Financial Vice President -- 1992-
(44) Actuary and Treasurer present, The Manufacturers Life
Insurance Company; Vice President,
Insurance Products -- 1990-1992,
The Manufacturers Life Insurance
Company
</TABLE>
60
<PAGE> 72
<TABLE>
<CAPTION>
Position With
Manufacturers Life
Name of America Principal Occupation
- ------------------ -------------------- --------------------------------
<S> <C> <C>
Douglas H. Myers Vice President, Assistant Vice President and
(42) Finance and Compliance Controller, U.S. Operations --
Controller 1988-present, The Manufacturers
Life Insurance Company
Hugh McHaffie Vice President Vice President, Annuities and
(38) Product Development, The
Manufacturers Life Insurance
Company; Vice President & Product
Actuary -- June 1990-present,
North American Security Life
</TABLE>
61
<PAGE> 73
State Regulations
Manufacturers Life of America is subject to 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 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 Life of America 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.
Pending Litigation
No litigation is pending that would have a material effect upon the Separate
Account or NASL Series Trust.
Additional Information
A registration statement under the Securities Act of 1933 has been filed with
the S.E.C. 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 S.E.C.'s principal
office in Washington, D.C. upon payment of the prescribed fee.
For further information you may also contact Manufacturers Life of America's
Service Office, the address and telephone number of which are on the cover page
of this prospectus.
Legal Matters
The legal validity of the policies has been passed on by James D. Gallagher,
Esq., Secretary and General Counsel of Manufacturers Life of America. Jones &
Blouch L.L.P., Washington, D.C., has passed on certain matters relating to the
federal securities laws.
Experts
The financial statements for the period ended December 31, 1996 of The
Manufacturers Life Insurance Company of America and Separate Account Three of
The Manufacturers Life Insurance Company of America appearing in this prospectus
have been audited by Ernst & Young, independent auditors, to the extent
indicated in their reports thereon also appearing elsewhere herein. Such
financial statements have been included herein in reliance upon such reports
given upon the authority of such firm as experts in auditing and accounting.
62
<PAGE> 74
[Financial Statements to be filed by amendment]
<PAGE> 75
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 Guaranteed Interest 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 a given age would vary over time if the return on the assets of the
Portfolio 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 for state, local and federal taxes,
deferred underwriting and sales charges, and monthly deductions for
administration, cost of insurance and mortality and expense risks.
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 the Portfolios
are deducted from the gross return. The illustrations reflect an average of the
Trusts' expenses, which is approximately 0.967% on an annual basis. The gross
annual rates of return of 0%, 6% and 12% correspond to approximate net annual
rates of return of -0.962%, -4.981% and 10.923%.
The tables assume that no premiums have been allocated to the Guaranteed
Interest 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 two tables shown for each combination of age and death benefit option
for male non-smokers, one based on current cost of insurance and monthly
administration charges and the other based on the maximum administration
charges, deductions from premiums and cost of insurance charges based on the
1980 Commissioners Standard Ordinary Smoker/Nonsmoker Mortality Tables. The
current waiver of deductions from premiums and current monthly administration
charges and cost of insurance charges are not guaranteed and may be changed.
Upon request, Manufacturers Life of America will furnish a comparable
illustration based on the proposed life insured's age, sex (unless unisex rates
are required by law) and risk class, 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 Portfolios 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 September 10, 1993.
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.
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<PAGE> 76
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Male Non-Smoker Issue Age 35 (Standard)
$500,000 Face Amount Death Benefit Option 1
$5,960 Annual Planned Premium
ASSUMING CURRENT CHARGES
<TABLE>
<CAPTION>
0% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value(3) Value(3)(4)(5) Benefit
<S> <C> <C> <C> <C>
1 $6,258 $4,613 $ 0 $500,000
2 12,829 9,405 4,634 500,000
3 19,728 14,065 7,543 500,000
4 26,973 18,590 12,121 500,000
5 34,579 22,973 16,552 500,000
6 42,566 27,239 21,118 500,000
7 50,953 31,352 25,531 500,000
8 59,758 35,316 29,796 500,000
9 69,004 39,124 34,121 500,000
10 78,712 42,781 38,718 500,000
15 135,039 58,550 58,550 500,000
20 206,927 69,386 69,386 500,000
25 298,676 74,357 74,357 500,000
30 415,774 70,760 70,760 500,000
</TABLE>
<TABLE>
<CAPTION>
6% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value(3) Value(3)(4)(5) Benefit
<S> <C> <C> <C> <C>
1 $6,258 $4,924 $ 270 $500,000
2 12,829 10,322 5,551 500,000
3 19,728 15,893 9,371 500,000
4 26,973 21,643 15,173 500,000
5 34,579 27,566 21,146 500,000
6 42,566 33,697 27,577 500,000
7 50,953 40,005 34,185 500,000
8 59,758 46,501 40,981 500,000
9 69,004 53,184 48,180 500,000
10 78,712 60,064 56,001 500,000
15 135,039 97,487 97,487 500,000
20 206,927 140,143 140,143 500,000
25 298,676 188,998 188,998 500,000
30 415,774 249,045 249,045 500,000
</TABLE>
122
<PAGE> 77
<TABLE>
<CAPTION>
12% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value(3) Value(3)(4)(5) Benefit
<S> <C> <C> <C> <C>
1 $6,258 $5,237 $583 $500,000
2 12,829 11,276 6,506 500,000
3 19,728 17,872 11,350 500,000
4 26,973 25,077 18,608 500,000
5 34,579 32,942 26,522 500,000
6 42,566 41,560 35,439 500,000
7 50,953 50,969 45,149 500,000
8 59,758 61,254 55,734 500,000
9 69,004 72,497 67,494 500,000
10 78,712 84,801 80,739 500,000
15 135,039 166,349 166,349 500,000
20 206,927 296,576 296,576 500,000
25 298,676 456,590 506,668 678,935
30 415,774 857,455 857,455 1,046,095
</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 Guaranteed
Interest Account.
(2) Assumes net interest of 5% compounded annually.
(3) NASL Financial Services, Inc. has voluntarily agreed to waive fees payable
to it and/or to reimburse expenses for a period of one year from December
31, 1996 to the extent necessary to prevent the total of advisory fees and
expenses for the Quantitative Equity Trust, Real Estate Securities Trust
and Capital Growth Bond Trust for such period from exceeding .50% of
average net assets. The investment management fees and expenses used to
calculate the policy values do not reflect this waiver. If this waiver
were reflected in the calculations, Policy Values and Cash Surrender Values
would be slightly higher.
(4) 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 5 Policy Years. Provided the Cumulative Premium
Test or the Fund Value Test has been and continues to be met, the Death
Benefit Guarantee will keep the Policy in force on all policies for the
first three years and until age 100 on Policies issued and maintained with
a minimum face amount of $250,000 and Death Benefit Option 1; to age 85 on
policies issued and maintained with a face amount of at least $250,000 and
if Death benefit Option 2 is selected at any time.
(5) Cash Surrender Values for first two years reflect sales charge
limitations imposed by the S.E.C.
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
123
<PAGE> 78
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 NASL SERIES 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.
124
<PAGE> 79
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Male Non-Smoker Issue Age 35 (Standard)
$500,000 Face Amount Death Benefit Option 1
$5,960 Annual Planned Premium
ASSUMING GUARANTEED CHARGES
<TABLE>
<CAPTION>
0% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value Value(3)(4) Benefit
<S> <C> <C> <C> <C>
1 $6,258 $4,342 $ 0 $500,000
2 12,829 8,866 4,095 500,000
3 19,728 13,260 6,738 500,000
4 26,973 17,525 11,056 500,000
5 34,579 21,653 15,233 500,000
6 42,566 25,643 19,522 500,000
7 50,953 29,484 23,664 500,000
8 59,758 32,181 27,661 500,000
9 69,004 36,723 31,720 500,000
10 78,712 40,115 36,052 500,000
15 135,039 54,492 54,492 500,000
20 206,927 63,578 63,578 500,000
25 298,676 64,482 64,482 500,000
30 415,774 53,786 53,786 500,000
</TABLE>
<TABLE>
<CAPTION>
6% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value Value(3)(4) Benefit
<S> <C> <C> <C> <C>
1 $6,258 $4,639 $ 0 $500,000
2 12,829 9,737 4,966 500,000
3 19,728 14,995 8,473 500,000
4 26,973 20,417 13,948 500,000
5 34,579 26,002 19,582 500,000
6 42,566 31,754 25,633 500,000
7 50,953 37,666 31,846 500,000
8 59,758 43,749 38,228 500,000
9 69,004 49,997 44,994 500,000
10 78,712 56,422 52,359 500,000
15 135,039 91,113 91,113 500,000
20 206,927 129,919 129,919 500,000
25 298,676 171,647 171,647 500,000
30 415,774 219,845 219,845 500,000
</TABLE>
125
<PAGE> 80
<TABLE>
<CAPTION>
12% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value Value(3)(4) Benefit
<S> <C> <C> <C> <C>
1 $ 6,258 $ 4,937 $ 283 $500,000
2 12,829 10,644 5,873 500,000
3 19,728 16,872 10,350 500,000
4 26,973 23,672 17,203 500,000
5 34,579 31,093 24,673 500,000
6 42,566 39,195 33,075 500,000
7 50,953 48,036 42,216 500,000
8 59,758 57,695 52,174 500,000
9 69,004 68,245 63,241 500,000
10 78,712 79,782 75,719 500,000
15 135,039 155,992 155,992 500,000
20 206,927 277,096 277,096 500,000
25 298,676 472,098 472,098 597,589
30 415,774 797,175 797,175 907,457
</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 Guaranteed
Interest 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 5 Policy Years. Provided the Cumulative Premium
Test or the Fund Value Test has been and continues to be met, the Death
Benefit Guarantee will keep the Policy in force on all policies for the
first three years and until age 100 on Policies issued and maintained with
a minimum face amount of $250,000 and Death Benefit Option 1; to age 85 on
policies issued and maintained with a face amount of at least $250,000 and
if Death benefit Option 2 is selected at any time.
(4) Cash Surrender Values for first two years reflect sales charge
limitations imposed by the S.E.C.
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 NASL SERIES 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.
126
<PAGE> 81
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Male Non-Smoker Issue Age 35 (Standard)
$500,000 Face Amount Death Benefit Option 2
$7,450 Annual Planned Premium
ASSUMING CURRENT CHARGES
<TABLE>
<CAPTION>
0% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value(3) Value(3)(4)(5) Benefit
<S> <C> <C> <C> <C>
1 $ 7,823 $ 6,067 $ 929 $505,748
2 16,036 12,227 7,140 511,650
3 24,660 18,319 11,797 517,393
4 33,716 24,190 17,721 522,975
5 43,224 29,881 23,461 528,386
6 53,208 35,419 29,299 533,654
7 63,691 40,767 34,947 538,739
8 74,698 45,926 40,406 543,644
9 86,255 50,890 45,886 548,361
10 98,391 55,660 51,598 552,893
15 168,798 76,342 76,342 572,488
20 258,658 90,823 90,823 586,036
25 373,345 97,988 97,988 592,383
30 519,718 95,144 95,144 588,667
</TABLE>
<TABLE>
<CAPTION>
6% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value(3) Value(3)(4)(5) Benefit
<S> <C> <C> <C> <C>
1 $ 7,823 $ 6,405 $ 1,328 $506,130
2 16,036 13,456 8,319 512,776
3 24,660 20,674 14,152 519,639
4 33,716 28,122 21,653 526,725
5 43,224 35,798 29,378 534,028
6 53,208 43,735 37,615 541,582
7 63,691 51,901 46,081 549,355
8 74,698 60,306 54,785 557,356
9 86,255 68,946 63,942 565,583
10 98,391 77,831 73,768 574,043
15 168,798 125,848 125,848 619,765
20 258,658 179,363 179,363 670,667
25 373,345 237,715 237,715 726,037
30 519,718 302,315 302,315 786,887
</TABLE>
127
<PAGE> 82
<TABLE>
<CAPTION>
12% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value(3) Value(3)(4)(5) Benefit
<S> <C> <C> <C> <C>
1 $ 7,823 $ 6,865 $ 1,728 $ 506,512
2 16,036 14,683 9,546 513,947
3 24,660 23,221 16,699 522,070
4 33,716 32,544 26,075 530,942
5 43,224 42,716 36,296 540,626
6 53,208 53,849 47,728 551,229
7 63,691 65,992 60,172 562,798
8 74,698 79,246 73,726 575,430
9 86,255 93,709 88,703 589,218
10 98,391 109,501 105,438 604,279
15 168,798 213,013 213,013 703,115
20 258,658 373,410 373,410 856,547
25 373,345 623,042 623,042 1,095,842
30 519,718 1,031,459 1,031,459 1,488,029
</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 Guaranteed
Interest Account.
(2) Assumes net interest of 5% compounded annually.
(3) NASL Financial Services, Inc. has voluntarily agreed to waive fees payable
to it and/or to reimburse expenses for a period of one year from December
31, 1996 to the extent necessary to prevent the total of advisory fees and
expenses for the Quantitative Equity Trust, Real Estate Securities Trust
and Capital Growth Bond Trust for such period from exceeding .50% of
average net assets. The investment management fees and expenses used to
calculate the policy values do not reflect this waiver. If this waiver
were reflected in the calculations, Policy Values and Cash Surrender Values
would be slightly higher.
(4) 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 5 Policy Years. Provided the Cumulative Premium
Test or the Fund Value Test has been and continues to be met, the Death
Benefit Guarantee will keep the Policy in force on all policies for the
first three years and until age 100 on Policies issued and maintained with
a minimum face amount of $250,000 and Death Benefit Option 1; to age 85 on
policies issued and maintained with a face amount of at least $250,000 and
if Death benefit Option 2 is selected at any time.
(5) Cash Surrender Values for first two years reflect sales charge
limitations imposed by the S.E.C.
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,
128
<PAGE> 83
INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICYOWNER, AND THE INVESTMENT
RETURNS FOR THE FUNDS OF NASL SERIES 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.
129
<PAGE> 84
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Male Non-Smoker Issue Age 35 (Standard)
$500,000 Face Amount Death Benefit Option 2
$7,450 Annual Planned Premium
ASSUMING GUARANTEED CHARGES
<TABLE>
<CAPTION>
0% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value Value(3)(4) Benefit
<S> <C> <C> <C> <C>
1 $7,823 $5,744 $ 607 $505,725
2 16,036 11,634 6,497 511,578
3 24,660 17,362 10,840 517,252
4 33,716 22,925 16,455 522,745
5 43,224 28,315 21,894 528,051
6 53,208 33,531 27,411 533,168
7 63,691 38,562 32,742 538,087
8 74,698 43,411 37,891 542,811
9 86,255 48,067 43,064 547,330
10 98,391 52,553 48,471 551,649
15 168,798 71,644 71,644 569,888
20 258,658 84,214 84,214 581,445
25 373,345 86,977 86,977 583,185
30 519,718 76,892 76,892 572,140
</TABLE>
<TABLE>
<CAPTION>
6% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value Value(3)(4) Benefit
<S> <C> <C> <C> <C>
1 $7,823 $6,125 $ 988 $506,104
2 16,036 12,758 7,621 512,696
3 24,660 19,604 13,082 519,478
4 33,716 26,665 20,196 526,451
5 43,224 33,940 27,520 533,612
6 53,208 41,432 35,312 540,963
7 63,691 49,136 43,316 548,496
8 74,698 57,059 51,538 556,218
9 86,255 65,195 60,191 564,120
10 98,391 73,552 69,490 572,209
15 168,798 118,449 118,449 615,177
20 258,658 167,640 167,640 661,257
25 373,345 217,633 217,633 706,676
30 519,718 268,126 268,126 750,476
</TABLE>
130
<PAGE> 85
<TABLE>
<CAPTION>
12% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value Value(3)(4) Benefit
<S> <C> <C> <C> <C>
1 $7,823 $6,507 $1,370 $506,485
2 16,036 13,928 8,791 513,860
3 24,660 22,030 15,508 521,886
4 33,716 30,872 24,403 530,618
5 43,224 40,519 34,099 540,115
6 53,208 51,045 44,924 550,443
7 63,691 62,521 56,701 561,668
8 74,698 75,042 69,522 573,875
9 86,255 88,696 83,693 587,143
10 98,391 103,596 99,534 601,574
15 168,798 200,963 200,963 694,872
20 258,658 350,931 350,931 836,075
25 373,345 580,246 580,246 1,047,956
30 519,718 950,721 950,721 1,383,920
</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 Guaranteed
Interest 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 5 Policy Years. Provided the Cumulative Premium
Test or the Fund Value Test has been and continues to be met, the Death
Benefit Guarantee will keep the Policy in force on all policies for the
first three years and until age 100 on Policies issued and maintained with
a minimum face amount of $250,000 and Death Benefit Option 1; to age 85 on
policies issued and maintained with a face amount of at least $250,000 and
if Death benefit Option 2 is selected at any time.
(4) Cash Surrender Values for first two years reflect sales charge limitations
imposed by the S.E.C.
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 NASL SERIES 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.
131
<PAGE> 86
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Male Non-Smoker Issue Age 55 (Standard)
$500,000 Face Amount Death Benefit Option 1
$15,095 Annual Planned Premium*
ASSUMING CURRENT CHARGES
<TABLE>
<CAPTION>
0% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value(3) Value(3)(4)(5) Benefit
<S> <C> <C> <C> <C>
1 $15,850 $10,716 $3,335 $500,000
2 32,492 21,139 12,801 500,000
3 49,966 31,473 15,558 500,000
4 68,314 41,459 25,874 500,000
5 87,580 51,298 36,060 500,000
6 107,809 60,967 47,227 500,000
7 129,049 70,309 60,002 500,000
8 151,351 79,256 72,386 500,000
9 174,768 87,861 84,426 500,000
10 199,356 96,122 96,122 500,000
15 342,015 136,834 136,834 500,000
20 527,441 160,687 160,687 500,000
25 764,098 122,732 122,732 500,000
30 1,066,138 0(6) 0(6) 500,000(6)
</TABLE>
<TABLE>
<CAPTION>
6% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value(3) Value(3)(4)(5) Benefit
<S> <C> <C> <C> <C>
1 $15,850 $11,477 $4,096 $500,000
2 32,492 23,513 14,996 500,000
3 49,966 35,793 19,879 500,000
4 68,314 48,613 33,028 500,000
5 87,580 62,021 46,782 500,000
6 107,809 76,022 62,281 500,000
7 129,049 90,490 80,184 500,000
8 151,351 105,390 98,519 500,000
9 174,768 120,798 117,362 500,000
10 199,356 136,749 136,749 500,000
15 342,015 232,808 232,808 500,000
20 527,441 352,168 352,168 500,000
25 764,098 504,815 504,815 530,056
30 1,066,138 701,920 701,920 737,016
</TABLE>
132
<PAGE> 87
<TABLE>
<CAPTION>
12% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value(3) Value(3)(4)(5) Benefit
<S> <C> <C> <C> <C>
1 $15,850 $12,239 $4,858 $500,000
2 32,492 25,803 17,285 500,000
3 49,966 40,482 24,567 500,000
4 68,314 56,692 41,107 500,000
5 87,580 74,621 59,382 500,000
6 107,809 94,437 80,697 500,000
7 129,049 116,197 105,891 500,000
8 151,351 140,067 133,196 500,000
9 174,768 166,351 162,915 500,000
10 199,356 195,344 195,344 500,000
15 342,015 404,649 404,649 500,000
20 527,441 760,628 760,628 813,872
25 764,098 1,115,978 1,115,978 1,171,777
30 1,066,138 1,880,550 1,880,550 1,974,577
</TABLE>
*Note that the second tier Death Benefit Guarantee Premium level of $16,240
is paid from age 70.
(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 Guaranteed
Interest Account.
(2) Assumes net interest of 5% compounded annually.
(3) NASL Financial Services, Inc. has voluntarily agreed to waive fees payable
to it and/or to reimburse expenses for a period of one year from December
31, 1996 to the extent necessary to prevent the total of advisory fees and
expenses for the Quantitative Equity Trust, Real Estate Securities Trust
and Capital Growth Bond Trust for such period from exceeding .50% of
average net assets. The investment management fees and expenses used to
calculate the policy values do not reflect this waiver. If this waiver
were reflected in the calculations, Policy Values and Cash Surrender Values
would be slightly higher.
(4) 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 5 Policy Years. Provided the Cumulative Premium
Test or the Fund Value Test has been and continues to be met, the Death
Benefit Guarantee will keep the Policy in force on all policies for the
first three years and until age 100 on Policies issued and maintained with
a minimum face amount of $250,000 and Death Benefit Option 1; to age 85 on
policies issued and maintained with a face amount of at least $250,000 and
if Death benefit Option 2 is selected at any time.
(5) Cash Surrender Values for first two years reflect sales charge
limitations imposed by the S.E.C.
(6) In the absence of additional premium payments, the Policy will lapse,
unless the Death Benefit Guarantee is in effect.
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
133
<PAGE> 88
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 NASL SERIES 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.
134
<PAGE> 89
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Male Non-Smoker Issue Age 55 (Standard)
$500,000 Face Amount Death Benefit Option 1
$15,095 Annual Planned Premium*
ASSUMING GUARANTEED CHARGES
<TABLE>
<CAPTION>
0% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value Value(3)(4) Benefit
<S> <C> <C> <C> <C>
1 $ 15,850 $10,119 $ 2,738 $500,000
2 32,492 19,965 11,447 500,000
3 49,966 29,312 13,398 500,000
4 68,314 38,151 22,566 500,000
5 87,580 46,447 31,208 500,000
6 107,809 54,169 40,429 500,000
7 129,049 61,283 50,977 500,000
8 151,351 67,732 60,862 500,000
9 174,768 73,451 70,015 500,000
10 199,356 78,366 78,366 500,000
15 342,015 90,904 90,904 500,000
20 527,441 71,074 71,074 500,000
25 764,098 0(5) 0(5) 500,000(5)
30 1,066,138 0(5) 0(5) 500,000(5)
</TABLE>
<TABLE>
<CAPTION>
6% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value Value(3)(4) Benefit
<S> <C> <C> <C> <C>
1 $ 15,850 $ 10,845 $ 3,464 $500,000
2 32,492 22,049 13,531 500,000
3 49,966 33,396 17,482 500,000
4 68,314 44,883 29,298 500,000
5 87,580 56,483 41,244 500,000
6 107,809 68,174 54,433 500,000
7 129,049 79,933 69,627 500,000
8 151,351 91,720 84,850 500,000
9 174,768 103,488 100,053 500,000
10 199,356 115,189 115,189 500,000
15 342,015 175,876 175,876 500,000
20 527,441 236,682 236,682 500,000
25 764,098 289,682 289,682 500,000
30 1,066,138 333,290 333,290 500,000
</TABLE>
135
<PAGE> 90
<TABLE>
<CAPTION>
12% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value Value(3)(4) Benefit
<S> <C> <C> <C> <C>
1 $ 15,850 $ 11,574 $ 4,193 $ 500,000
2 32,492 24,224 15,707 500,000
3 49,966 37,832 21,917 500,000
4 68,314 52,493 36,908 500,000
5 87,580 68,300 53,061 500,000
6 107,809 85,361 71,621 500,000
7 129,049 103,807 93,501 500,000
8 151,351 123,775 116,904 500,000
9 174,768 145,425 141,990 500,000
10 199,356 168,954 168,954 500,000
15 342,015 333,899 333,899 500,000
20 527,441 629,824 629,824 673,912
25 764,098 1,334,775 1,334,775 1,401,514
30 1,066,138 2,243,276 2,243,276 2,355,440
</TABLE>
* Note that the second tier Death Benefit Guarantee Premium level of $16,240
is paid from age 70.
(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 Guaranteed
Interest 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 5 Policy Years.
Provided the Cumulative Premium Test or the Fund Value Test has been and
continues to be met, the Death Benefit Guarantee will keep the Policy in
force on all policies for the first three years and until age 100 on
Policies issued and maintained with a minimum face amount of $250,000 and
Death Benefit Option 1; to age 85 on policies issued and maintained with a
face amount of at least $250,000 and if Death benefit Option 2 is selected
at any time.
(4) Cash Surrender Values for first two years reflect sales charge limitations
imposed by the S.E.C.
(5) In the absence of additional premium payments, the Policy will lapse,
unless the Death Benefit Guarantee is in effect.
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 NASL SERIES 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.
136
<PAGE> 91
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Male Non-Smoker Issue Age 55 (Standard)
$500,000 Face Amount Death Benefit Option 2
$17,920 Annual Planned Premium
ASSUMING CURRENT CHARGES
<TABLE>
<CAPTION>
0% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value(3) Value(3)(4)(5) Benefit
<S> <C> <C> <C> <C>
1 $ 18,816 $ 13,392 $ 5,016 $513,392
2 38,573 26,526 15,588 526,526
3 59,317 39,052 23,141 539,056
4 81,099 51,277 35,691 551,277
5 103,970 63,212 47,974 563,212
6 127,985 74,838 61,098 574,838
7 153,200 85,970 75,664 585,970
8 179,676 96,523 89,653 596,523
9 207,476 106,549 103,114 606,549
10 236,666 116,041 116,041 616,041
15 406,022 160,677 160,677 660,677
20 622,169 173,927 173,927 673,927
25 898,033 101,273 101,273 601,273
30 1,250,113 0(6) 0(6) 500,000(6)
</TABLE>
<TABLE>
<CAPTION>
6% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value(3) Value(3)(4)(5) Benefit
<S> <C> <C> <C> <C>
1 $ 18,816 $ 14,313 $ 5,937 $514,313
2 38,573 29,193 18,255 529,193
3 59,317 44,302 28,387 544,302
4 81,099 59,941 44,356 559,941
5 103,970 76,151 60,912 576,151
6 127,985 92,924 79,183 592,924
7 153,200 110,087 99,781 610,687
8 179,676 127,558 120,687 627,558
9 207,476 145,393 141,958 645,393
10 236,666 163,588 163,588 663,588
15 406,022 267,983 267,983 767,983
20 622,169 366,443 366,443 866,443
25 898,033 391,022 391,022 891,022
30 1,250,113 321,508 321,508 821,508
</TABLE>
137
<PAGE> 92
<TABLE>
<CAPTION>
12% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value(3) Value(3)(4)(5) Benefit
<S> <C> <C> <C> <C>
1 $18,816 $15,236 $6,860 $515,236
2 38,573 31,973 21,034 531,973
3 59,317 49,987 34,073 549,987
4 81,099 69,709 54,123 569,709
5 103,970 91,325 76,086 591,325
6 127,985 114,993 101,252 614,993
7 153,200 140,714 130,408 640,714
8 179,676 168,593 161,722 668,593
9 207,476 198,886 195,451 698,886
10 236,666 231,815 231,815 731,815
15 406,022 458,135 458,135 958,135
20 622,169 794,226 794,226 1,294,266
25 898,033 1,232,956 1,232,956 1,732,956
30 1,250,113 1,838,000 1,838,000 2,338,000
</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 Guaranteed
Interest Account.
(2) Assumes net interest of 5% compounded annually.
(3) NASL Financial Services, Inc. has voluntarily agreed to waive fees payable
to it and/or to reimburse expenses for a period of one year from December
31, 1996 to the extent necessary to prevent the total of advisory fees and
expenses for the Quantitative Equity Trust, Real Estate Securities Trust
and Capital Growth Bond Trust for such period from exceeding .50% of
average net assets. The investment management fees and expenses used to
calculate the policy values do not reflect this waiver. If this waiver
were reflected in the calculations, Policy Values and Cash Surrender Values
would be slightly higher.
(4) 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 5 Policy Years. Provided the Cumulative Premium
Test or the Fund Value Test has been and continues to be met, the Death
Benefit Guarantee will keep the Policy in force on all policies for the
first three years and until age 100 on Policies issued and maintained with
a minimum face amount of $250,000 and Death Benefit Option 1; to age 85 on
policies issued and maintained with a face amount of at least $250,000 and
if Death benefit Option 2 is selected at any time.
(5) Cash Surrender Values for first two years reflect sales charge
limitations imposed by the S.E.C.
(6) Provided the Death Benefit Guarantee has been in effect, the Policy will
have been kept in force until the end of the policy year in which the life
insured reached attained age 85, at which time the Death Benefit Guarantee
will expire and in the absence of additional premium payments, the Policy
will lapse.
138
<PAGE> 93
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 NASL SERIES 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.
139
<PAGE> 94
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Male Non-Smoker Issue Age 55 (Standard)
$500,000 Face Amount Death Benefit Option 2
$17,920 Annual Planned Premium
ASSUMING GUARANTEED CHARGES
<TABLE>
<CAPTION>
0% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value Value(3)(4) Benefit
<S> <C> <C> <C> <C>
1 $18,816 $12,700 $4,324 $512,700
2 38,573 24,981 14,043 524,981
3 59,317 36,611 20,696 536,611
4 81,099 47,566 31,981 547,566
5 103,970 57,801 42,562 557,801
6 127,985 67,268 53,528 567,268
7 153,200 75,919 65,613 575,919
8 179,676 83,678 76,807 583,678
9 207,476 90,460 87,025 590,460
10 236,666 96,173 96,173 596,173
15 406,022 108,687 108,687 608,687
20 622,169 79,038 79,038 579,038
25 898,033 0(5) 0(5) 500,000(5)
30 1,250,113 0(5) 0(5) 0(5)
</TABLE>
<TABLE>
<CAPTION>
6% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value Value(3)(4) Benefit
<S> <C> <C> <C> <C>
1 $18,816 $13,581 $5,205 $513,581
2 38,573 27,521 16,582 527,521
3 59,317 41,585 25,671 541,585
4 81,099 55,744 40,159 555,744
5 103,970 69,941 54,702 569,941
6 127,985 84,114 70,374 584,114
7 153,200 98,198 87,892 598,198
8 179,676 112,096 105,225 612,096
9 207,476 125,694 122,259 625,694
10 236,666 138,869 138,869 638,859
15 406,022 198,743 198,743 698,743
20 622,169 226,056 226,056 726,056
25 898,033 180,863 180,263 680,263
30 1,250,113 7,374 7,374 507,374
</TABLE>
140
<PAGE> 95
<TABLE>
<CAPTION>
12% Hypothetical
Gross Investment Return
End of Cash
Policy Accumulated Policy Surrender Death
Year(1) Premiums(2) Value Value(3)(4) Benefit
<S> <C> <C> <C> <C>
1 $18,816 $14,463 $6,087 $514,463
2 38,573 30,168 19,229 530,168
3 59,317 46,980 31,065 546,980
4 81,099 64,973 49,388 564,973
5 103,970 84,201 68,962 584,201
6 127,985 104,723 90,983 604,723
7 153,200 126,601 116,295 626,601
8 179,676 149,873 143,002 644,873
9 207,476 174,568 171,133 674,568
10 236,666 200,712 200,713 700,712
15 406,022 363,030 363,030 863,030
20 622,169 575,344 575,344 1,075,344
25 898,033 832,107 832,107 1,332,107
30 1,250,113 1,120,753 1,120,753 1,620,753
</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 Guaranteed
Interest 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 5 Policy Years. Provided the Cumulative Premium
Test or the Fund Value Test has been and continues to be met, the Death
Benefit Guarantee will keep the Policy in force on all policies for the
first three years and until age 100 on Policies issued and maintained with
a minimum face amount of $250,000 and Death Benefit Option 1; to age 85 on
policies issued and maintained with a face amount of at least $250,000 and
if Death benefit Option 2 is selected at any time.
(4) Cash Surrender Values for first two years reflect sales charge
limitations imposed by the S.E.C.
(5) Provided the Death Benefit Guarantee has been in effect, the Policy will
have been kept in force until the end of the policy year in which the life
insured reached attained age 85, at which time the Death Benefit Guarantee
will expire and 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 NASL SERIES 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.
141
<PAGE> 96
APPENDIX B
Definitions
The following terms have the following meanings when used in this Prospectus:
Additional Rating -- an addition to the cost of insurance rate for insureds who
do not meet at least the underwriting requirements of the standard risk class.
Business Day -- any day that the New York Stock Exchange is open for trading
and trading is not restricted. The net asset value of the underlying shares of
a sub-account of the Separate Account will be determined at the end of each
Business Day.
Cash Surrender Value -- the Policy Value less the deferred sales charge, the
deferred underwriting charge and any outstanding monthly deductions due.
Cumulative Premium Test -- a test that, if satisfied in the first three policy
years and, where applicable, if satisfied in subsequent policy years, will
maintain the Death Benefit Guarantee. To satisfy the Cumulative Premium Test,
the sum of premiums paid, less withdrawals, and less policy loans, must equal
or exceed the sum of Death Benefit Guarantee Premiums since issue as at the
beginning of each policy month.
Death Benefit Guarantee -- Manufacturers Life of America's guarantee that the
Policy will not go into default even if a combination of policy loans, adverse
investment experience or other factors should cause the Policy's Net Cash
Surrender Value to be insufficient to meet the monthly deductions due at the
beginning of a policy month.
Death Benefit Guarantee Premium -- a measure of premium used in determining
compliance with the Cumulative Premium Test. The Death Benefit Guarantee
Premium as an annual amount is established by the Company based on issue age,
sex (unless unisex rates are required by law), risk class, death benefit
option, supplementary benefits and additional ratings. The Death Benefit
Guarantee Premium, which is set forth in the Policy, will increase, when the
policyowner reaches attained age 70, to an amount as specified in the Policy.
Effective Date -- the date that Manufacturers Life of America becomes obligated
under the Policy and when the first monthly deductions are taken.
Fund Value Test -- a test which, if satisfied in applicable policy years will
maintain the Death Benefit Guarantee feature. To satisfy the Fund Value Test,
the Gross Single Premium at the beginning of any applicable policy month must
not be greater than the Net Policy Value.
Gross Single Premium -- the amount of premium needed to endow the Policy to the
expiration of the Death Benefit Guarantee assuming 4% interest and current
charges.
142
<PAGE> 97
Guaranteed Interest Account -- that part of the Policy Value which reflects the
value the policyowner has in the general account of Manufacturers Life of
America.
Guideline Annual Premium -- an amount defined by S.E.C. regulation. It is
used to determine maximum sales charges that may be deducted during the first
two years following issuance of a Policy.
Initial Premium -- at least 1/12 of the Target Premium. The Initial Premium
must be received within 60 days after the policy date.
Investment Account -- that part of the Policy Value which reflects the value
the policyowner has in one of the sub-accounts of the Separate Account.
Issue Age - the age on the nearest birthday, at policy date, as shown in the
Policy.
Loan Account -- that part of the Policy Value which reflects the value the
policyowner has transferred from the Guaranteed Interest Account or the
Investment Accounts as collateral for a policy loan.
Modified Policy Debt -- as of any date, the Policy Debt plus the amount of
interest to be charged to the next policy anniversary, all discounted from the
next policy anniversary to such date at an annual rate of 4%.
Monthly Death Benefit Guarantee Premium -- 1/12 of the Death Benefit Guarantee
Premium.
Monthly No Lapse Guarantee Premium - 1/12 of the No Lapse Guarantee Premium.
Net Cash Surrender Value -- the Cash Surrender Value less Policy Debt.
Net Policy Value -- the Policy Value less the value in the Loan Account.
Net Premium -- amount of premium allocated to the Investment Accounts or
Guaranteed Interest Account. It equals gross premiums less the deduction for
state, local and federal taxes.
No Lapse Guarantee - Manufacturers Life of America guarantees that the Policy
will not go into default even if a combination of Policy loans, adverse
investment experience and other factors should cause the Policy's Net Cash
Surrender Value to be insufficient to meet the monthly deductions due at the
beginning of a policy month. In Illinois this benefit is known as the Minimum
Premium Guarantee.
No Lapse Guarantee Cumulative Premium Test - a test that, if satisfied in the
No Lapse Guarantee Period, will maintain the No Lapse Guarantee. To satisfy
the No Lapse Guarantee Cumulative Premium Test, the sum of premiums paid, less
withdrawals, and less Policy loans must equal or exceed the sum of No Lapse
Guarantee Premiums since issue as at the beginning of each policy month.
143
<PAGE> 98
No Lapse Guarantee Period - is the first 5 policy years for life insureds with
an issue age up to and including 85. It is not offered to life insureds whose
Issue Age exceeds 85.
No Lapse Guarantee Premium - is a measure of premium used in determining
compliance with the No Lapse Guarantee Cumulative Premium Test. The No Lapse
Guarantee premium for each policyowner is set forth in the Policy.
Planned Premium -- The premium the policyowner plans to pay periodically.
Subject to certain requirements of law, the Planned Premium may be changed at
any time.
Policy Date -- The date from which policy years, policy months and policy
anniversaries are determined. Monthly deductions are due on the policy date.
If a check for at least the Initial Premium accompanies the application, the
policy date is the date the application and check are received at the Service
office. If an application accepted by the Company is not accompanied by a
check for the Initial Premium, the policy will be issued with a policy date
which is 7 days after issuance of the policy.
Policy Debt -- as of any date, the aggregate amount of policy loans, including
borrowed interest, less any loan repayments.
Policy Value -- the sum of the values in the Loan Account, the Guaranteed
Interest Account and the Investment Accounts.
Select Loan -- A loan on which the differential between the interest credited
and the interest charged is currently 0%; provided, however, if at some time in
the future it is determined that the current differential could cause the loan
to be treated as a taxable distribution under any applicable ruling, regulation
or court decision, Manufacturers Life of America has the right to increase the
differential on all subsequent Select Loans either (i) to an amount that may be
presented in such ruling, regulation or court decision that would result in the
transaction being treated as a loan under federal tax law or (ii) if no amount
is prescribed, to an amount that Manufacturers Life of America feels would be
more likely to result in the transaction being treated as a loan under Federal
tax law.
Select Loan Amount -- the amount of any Select Loan.
Service Office -- the office designated to service the Policies, which is shown
on the cover page of this prospectus.
Surrender Charge Period -- the period (usually 15 years) following issuance of
the Policy or any increase in face amount during which surrender charges may be
assessed if the Policy is surrendered or lapsed, the face amount is decreased
or a partial withdrawal takes place.
Target Premium -- a premium amount used to measure the maximum deferred sales
charge under a Policy. The Target Premium for the initial face amount is set
forth in the Policy. The policyowner will be advised of the Target Premium for
any increase in face amount.
144
<PAGE> 99
Withdrawal Tier Amount -- as of any date, the net Cash Surrender Value at the
previous anniversary multiplied by 10%.
145
<PAGE> 100
APPENDIX C
The maximum deferred sales charge is 50% of premiums received up to a specified
number of Target Premiums that varies (from
- -0.180 to 3.031) with the issue age of the life insured, the face amount of the
Policy and the amount of any increase. Beginning after two policy years, that
maximum deferred sales charge decreases over time according to a pattern that
varies with the issue age of the life insured. In all cases, the deferred
sales charge is eliminated entirely by the last month of the 15th policy year.
The same pattern applies to sales charges occasioned by face amount increases,
with time periods and issue age computed using the date of the increase in face
amount rather than the Policy Date.
The following tables show the percentage of the maximum sales charge that would
be applicable in the last month of the years shown. The percentages for other
months would be derived by interpolation.
146
<PAGE> 101
APPENDIX C
If the transaction occurs in the last month of
<TABLE>
<CAPTION>
POLICY ISSUE AGE
YEAR* 0 1 2 3 4 5 6 7
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
2 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
3 0.9666 0.9500 0.9642 0.9444 0.9555 0.9811 0.9843 0.9866
4 0.9666 0.9500 0.9285 0.9444 0.9555 0.9622 0.9687 0.9600
5 0.9333 0.9000 0.8928 0.9166 0.9111 0.9433 0.9531 0.9466
6 0.9333 0.9000 0.8928 0.9166 0.9111 0.9433 0.9531 0.9466
7 0.9333 0.9000 0.8928 0.9166 0.9111 0.9433 0.9531 0.9466
8 0.9333 0.9000 0.8928 0.9166 0.9111 0.9433 0.9531 0.9466
9 0.8503 0.8503 0.8503 0.8503 0.8503 0.8503 0.8503 0.8503
10 0.6803 0.6803 0.6803 0.6803 0.6803 0.6803 0.6803 0.6803
11 0.5442 0.5442 0.5442 0.5442 0.5442 0.5442 0.5442 0.5442
12 0.4082 0.4082 0.4082 0.4082 0.4082 0.4082 0.4082 0.4082
13 0.2721 0.2721 0.2721 0.2721 0.2721 0.2721 0.2721 0.2721
14 0.1361 0.1361 0.1361 0.1361 0.1361 0.1361 0.1361 0.1361
15 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
<TABLE>
<CAPTION>
POLICY ISSUE AGE
YEAR* 8 9 10 11 12 13 14 15
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
2 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
3 0.9885 0.9861 0.9873 0.9885 0.9895 0.9875 0.9940 0.9898
4 0.9655 0.9696 0.9734 0.9765 0.9722 0.9751 0.9831 0.9796
5 0.9540 0.9595 0.9646 0.9609 0.9652 0.9689 0.9719 0.9695
6 0.9540 0.9595 0.9646 0.9609 0.9652 0.9689 0.9719 0.9695
7 0.9540 0.9595 0.9646 0.9609 0.9652 0.9689 0.9719 0.9695
8 0.9540 0.9595 0.9646 0.9609 0.9652 0.9689 0.9719 0.9695
9 0.8503 0.8503 0.8503 0.8503 0.8503 0.8503 0.8503 0.8503
10 0.6803 0.6803 0.6803 0.6803 0.6803 0.6803 0.6803 0.6803
11 0.5442 0.5442 0.5442 0.5442 0.5442 0.5442 0.5442 0.5442
12 0.4082 0.4082 0.4082 0.4082 0.4082 0.4082 0.4082 0.4082
</TABLE>
147
<PAGE> 102
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
13 0.2721 0.2721 0.2721 0.2721 0.2721 0.2721 0.2721 0.2721
14 0.1361 0.1361 0.1361 0.1361 0.1361 0.1361 0.1361 0.1361
15 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
148
<PAGE> 103
<TABLE>
<CAPTION>
POLICY ISSUE AGE
YEAR* 16 17 18 19 20 21 22 23
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
2 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
3 0.9912 0.9872 0.9884 0.9842 0.9903 0.9867 0.9878 0.9887
4 0.9788 0.9795 0.9768 0.9789 0.9806 0.9778 0.9796 0.9804
5 0.9718 0.9681 0.9653 0.9631 0.9661 0.9646 0.9674 0.9699
6 0.9667 0.9667 0.9653 0.9631 0.9661 0.9646 0.9674 0.9699
7 0.9333 0.9333 0.9333 0.9333 0.9333 0.9396 0.9396 0.9396
8 0.9000 0.9000 0.9000 0.9000 0.9000 0.9060 0.9060 0.9060
9 0.8333 0.8333 0.8333 0.8333 0.8333 0.8389 0.8389 0.8389
10 0.6667 0.6667 0.6667 0.6667 0.6667 0.6711 0.6711 0.6711
11 0.5333 0.5333 0.5333 0.5333 0.5333 0.5369 0.5369 0.5369
12 0.4000 0.4000 0.4000 0.4000 0.4000 0.4027 0.4027 0.4027
13 0.2667 0.2667 0.2667 0.2667 0.2667 0.2685 0.2685 0.2685
14 0.1330 0.1330 0.1330 0.1330 0.1330 0.1342 0.1342 0.1342
15 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
*Months not shown may be calculated by interpolation.
149
<PAGE> 104
If the transaction occurs in the last month of
<TABLE>
<CAPTION>
POLICY ISSUE AGE
YEAR* 24 25 26 27 28 29 30 31
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
2 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
3 0.9896 0.9901 0.9885 0.9889 0.9897 0.9887 0.9889 0.9885
4 0.9792 0.9803 0.9793 0.9779 0.9770 0.9757 0.9772 0.9771
5 0.9688 0.9679 0.9678 0.9678 0.9659 0.9644 0.9650 0.9624
6 0.9688 0.9679 0.9678 0.9678 0.9659 0.9644 0.9650 0.9624
7 0.9396 0.9396 0.9432 0.9469 0.9507 0.9545 0.9583 0.9622
8 0.9060 0.9060 0.9122 0.9184 0.9247 0.9310 0.9375 0.9441
9 0.8389 0.8389 0.8446 0.8503 0.8562 0.8621 0.8681 0.8741
10 0.6711 0.6711 0.6757 0.6803 0.6849 0.6897 0.6944 0.6993
11 0.5369 0.5369 0.5405 0.5442 0.5479 0.5517 0.5556 0.5594
12 0.4027 0.4027 0.4054 0.4082 0.4110 0.4138 0.4167 0.4196
13 0.2685 0.2685 0.2703 0.2721 0.2740 0.2759 0.2778 0.2797
14 0.1342 0.1342 0.1351 0.1361 0.1370 0.1379 0.1389 0.1399
15 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
<TABLE>
<CAPTION>
POLICY ISSUE AGE
YEAR* 32 33 34 35 36 37 38 39
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
2 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
3 0.9878 0.9886 0.9883 0.9888 0.9860 0.9859 0.9868 0.9858
4 0.9741 0.9758 0.9751 0.9739 0.9733 0.9728 0.9725 0.9714
5 0.9634 0.9630 0.9614 0.9602 0.9593 0.9577 0.9573 0.9572
6 0.9634 0.9630 0.9614 0.9602 0.9593 0.9577 0.9573 0.9572
7 0.9634 0.9630 0.9614 0.9602 0.9593 0.9577 0.9573 0.9572
8 0.9507 0.9574 0.9614 0.9602 0.9593 0.9577 0.9573 0.9572
9 0.8803 0.8865 0.8929 0.8993 0.8999 0.9006 0.9012 0.9019
10 0.7042 0.7092 0.7143 0.7194 0.7199 0.7205 0.7210 0.7215
11 0.5634 0.5674 0.5714 0.5755 0.5760 0.5764 0.5768 0.5772
12 0.4225 0.4255 0.4286 0.4317 0.4320 0.4323 0.4326 0.4329
13 0.2817 0.2837 0.2857 0.2878 0.2880 0.2882 0.2884 0.2886
</TABLE>
150
<PAGE> 105
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
14 0.1408 0.1418 0.1429 0.1439 0.1440 0.1441 0.1442 0.1443
15 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
151
<PAGE> 106
<TABLE>
<CAPTION>
POLICY ISSUE AGE
YEAR* 40 41 42 43 44 45 46 47
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
2 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
3 0.9849 0.9850 0.9828 0.9839 0.9822 0.9833 0.9819 0.9808
4 0.9706 0.9692 0.9680 0.9664 0.9651 0.9659 0.9639 0.9627
5 0.9529 0.9526 0.9501 0.9496 0.9480 0.9473 0.9446 0.9425
6 0.9529 0.9526 0.9501 0.9496 0.9480 0.9473 0.9446 0.9425
7 0.9529 0.9526 0.9501 0.9496 0.9480 0.9473 0.9190 0.9176
8 0.9529 0.9526 0.9501 0.9496 0.9480 0.9473 0.9117 0.9104
9 0.9025 0.9032 0.9038 0.9045 0.9051 0.9058 0.9045 0.9032
10 0.7220 0.7225 0.7231 0.7236 0.7241 0.7246 0.7236 0.7225
11 0.5776 0.5780 0.5785 0.5789 0.5793 0.5797 0.5789 0.5780
12 0.4332 0.4335 0.4338 0.4342 0.4345 0.4348 0.4342 0.4335
13 0.2888 0.2890 0.2892 0.2894 0.2896 0.2899 0.2894 0.2890
14 0.1444 0.1445 0.1446 0.1447 0.1448 0.1449 0.1447 0.1445
15 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
*Months not shown may be calculated by interpolation.
152
<PAGE> 107
<TABLE>
<CAPTION>
POLICY ISSUE AGE
YEAR* 48 49 50 51 52 53 54 55
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
2 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
3 0.9809 0.9796 0.9786 0.9795 0.9779 0.9770 0.9763 0.9761
4 0.9619 0.9598 0.9577 0.9573 0.9563 0.9541 0.9523 0.9512
5 0.9418 0.9385 0.9354 0.9351 0.9330 0.9300 0.9268 0.9250
6 0.9365 0.9251 0.9137 0.9023 0.8910 0.8797 0.8684 0.8571
7 0.9163 0.9150 0.9101 0.8567 0.8032 0.7498 0.6963 0.6429
8 0.9091 0.9078 0.9029 0.8080 0.7132 0.6183 0.5235 0.4286
9 0.9019 0.9006 0.8993 0.7623 0.6253 0.4883 0.3513 0.2143
10 0.7215 0.7205 0.7194 0.5755 0.4316 0.2878 0.1439 0.0000
11 0.5772 0.5764 0.5755 0.4316 0.2876 0.1439 0.0000 0.0000
12 0.4329 0.4323 0.4317 0.2878 0.1439 0.0000 0.0000 0.0000
13 0.2886 0.2882 0.2878 0.1439 0.0000 0.0000 0.0000 0.0000
14 0.1443 0.1441 0.1439 0.0000 0.0000 0.0000 0.0000 0.0000
15 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
<TABLE>
<CAPTION>
POLICY ISSUE AGE
YEAR* 56 57 58 59 60 61 62 63
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
2 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
3 0.9738 0.9731 0.9720 0.9707 0.9711 0.9700 0.9690 0.9678
4 0.9477 0.9460 0.9441 0.9417 0.9410 0.9389 0.9367 0.9341
5 0.9207 0.9192 0.9160 0.9128 0.9109 0.9078 0.9044 0.9006
6 0.8689 0.8811 0.8939 0.9071 0.9087 0.9039 0.8986 0.8937
7 0.6517 0.6608 0.6704 0.6803 0.6907 0.7015 0.7128 0.7247
8 0.4345 0.4406 0.4469 0.4536 0.4605 0.4677 0.4752 0.4831
9 0.2172 0.2203 0.2235 0.2268 0.2302 0.2338 0.2376 0.2416
10 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
11 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
12 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
13 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
14 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
15 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
153
<PAGE> 108
<TABLE>
<CAPTION>
POLICY ISSUE AGE
YEAR* 64 65 66 67 68 69 70 71
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
2 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
3 0.9650 0.9638 0.9637 0.9612 0.9597 0.9573 0.9572 0.9559
4 0.9315 0.9277 0.9261 0.9224 0.9196 0.9158 0.9144 0.9129
5 0.8966 0.8916 0.8874 0.8836 0.8796 0.8745 0.8727 0.8700
6 0.8872 0.8823 0.8769 0.8719 0.8665 0.8612 0.8582 0.8554
7 0.7370 0.7500 0.7500 0.7500 0.7500 0.7500 0.7500 0.7500
8 0.4914 0.5000 0.5000 0.5000 0.5000 0.5000 0.5000 0.5000
9 0.2457 0.2500 0.2500 0.2500 0.2500 0.2500 0.2500 0.2500
10 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
11 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
12 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
13 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
14 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
15 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
*Months not shown may be calculated by interpolation.
154
<PAGE> 109
If the transaction occurs in the last month of
<TABLE>
<CAPTION>
POLICY ISSUE AGE
YEAR* 72 73 74 75 76 77 78 79
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
2 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
3 0.9555 0.9532 0.9518 0.9504 0.9491 0.9464 0.9436 0.9422
4 0.9113 0.9078 0.9050 0.9021 0.8982 0.8939 0.8885 0.8856
5 0.8676 0.8623 0.8581 0.8526 0.8472 0.8404 0.8347 0.8301
6 0.8520 0.8441 0.8387 0.8317 0.8239 0.8170 0.8099 0.8054
7 0.7500 0.7500 0.7500 0.7500 0.7500 0.7500 0.7500 0.7500
8 0.5000 0.5000 0.5000 0.5000 0.5000 0.5000 0.5000 0.5000
9 0.2500 0.2500 0.2500 0.2500 0.2500 0.2500 0.2500 0.2500
10 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
11 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
12 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
13 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
14 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
15 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
<TABLE>
<CAPTION>
POLICY ISSUE AGE
YEAR* 80 81 82 83 84 85 86 87
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
2 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
3 0.9405 0.9388 0.9375 0.9362 0.9360 0.9345 0.9320 0.9303
4 0.8824 0.8806 0.8777 0.8762 0.8747 0.8705 0.8663 0.8608
5 0.8267 0.8235 0.8204 0.8176 0.8145 0.8079 0.8009 0.7899
6 0.8016 0.7971 0.7940 0.7897 0.7842 0.7749 0.7627 0.7451
7 0.7500 0.7500 0.7500 0.7500 0.7500 0.7405 0.7232 0.6964
8 0.5000 0.5000 0.5000 0.5000 0.5000 0.5000 0.5000 0.5000
9 0.2500 0.2500 0.2500 0.2500 0.2500 0.2500 0.2500 0.2500
10 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
11 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
12 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
13 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
155
<PAGE> 110
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
14 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
15 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
156
<PAGE> 111
<TABLE>
<CAPTION>
POLICY ISSUE AGE
YEAR* 88 89 90 91 92 93 94 95
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1.0000 1.0000 1.0000 0.0000 0.0000 0.0000 0.0000 0.0000
2 1.0000 1.0000 1.0000 0.0000 0.0000 0.0000 0.0000 0.0000
3 0.9261 0.9191 0.9115 0.0000 0.0000 0.0000 0.0000 0.0000
4 0.8510 0.8357 0.8165 0.0000 0.0000 0.0000 0.0000 0.0000
5 0.7732 0.7483 0.7136 0.0000 0.0000 0.0000 0.0000 0.0000
6 0.7192 0.6822 0.6308 0.0000 0.0000 0.0000 0.0000 0.0000
7 0.6597 0.6068 0.5399 0.0000 0.0000 0.0000 0.0000 0.0000
8 0.5000 0.5000 0.4439 0.0000 0.0000 0.0000 0.0000 0.0000
9 0.2500 0.2500 0.2500 0.0000 0.0000 0.0000 0.0000 0.0000
10 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
11 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
12 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
13 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
14 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
15 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
</TABLE>
*Months not shown may be calculated by interpolation.
157
<PAGE> 112
PART II
OTHER INFORMATION
UNDERTAKINGS
Representation of Insurer Pursuant to Section 26 of the Investment Company Act
of 1940.
The Manufacturers Life Insurance Company of America hereby represents that the
fees and charges deducted under the contracts 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;
The Prospectus, consisting of _____ pages;
Representation pursuant to Section 26 of the Investment Company Act of
1940;
The signatures;
Written consents of the following persons:
[to be supplied by amendment]
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 of America establishing Separate Account
Three. Previously filed as Exhibit A(1) to the Registration
Statement on Form S-6 filed by The Manufacturers Life
Insurance Company of America on September 23, 1992 (file No.
33-52310).
A(3)(a)(i) Distribution Agreement between The Manufacturers Life
Insurance Company of America and ManEquity, Inc. Previously
filed as Exhibit A(3)(a)(i) to the Registration Statement on
Form S-6 filed by The Manufacturers Life Insurance Company of
America on September 23, 1992 (file No. 33-52310).
A(3)(a)(ii) Amendment to Distribution Agreement. Previously filed as
Exhibit A(3)(a)(ii) to the Registration Statement on Form S-6
filed by The Manufacturers Life Insurance Company of America
on September 23, 1992 (file No. 33-52310).
158
<PAGE> 113
A(3)(b)(i) Specimen agreement between ManEquity, Inc. and registered
representatives. Previously filed as Exhibit A(3)(b)(i) to
the Registration Statement on Form S-6 filed by The
Manufacturers Life Insurance Company of America on September
23, 1992 (file No. 33-52310).
A(3)(b)(ii) Specimen agreement between ManEquity, Inc. and dealers.
Previously filed as Exhibit A(3)(b)(ii) to Pre-Effective
Amendment No. 1 to the Registration Statement on Form S-6
filed by The Manufacturers Life Insurance Company of America
on June 21, 1993 (file No. 33-52310).
A(3)(c) Schedule of Sales Commissions. Previously filed as Exhibit
A(3)(c) to Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-6 filed by The Manufacturers Life
Insurance Company of America on June 21, 1993 (file No.
33-52310).
A(5)(a) Form of Flexible Premium Variable Life Insurance Policy.
Previously filed as Exhibit A(5)(a) to the Pre-Effective
Amendment No. 2 to the Registration Statement on Form S-6
filed by The Manufacturers Life Insurance Company of America
on September 10, 1993 (file No. 33-52310).
A(5)(a)(i) Endorsement to Flexible Premium Variable Life Insurance
Policy [to be filed by amendment].
A(6)(a) Articles of Incorporation of The Manufacturers Life Insurance
Company of America. Previously filed as Exhibit (A)(6)(a) to
Post-Effective Amendment No. 7 on Form S-6 filed by The
Manufacturers Life Insurance Company of America on April 26,
1996 (file No. 33-52310).**
A(6)(b) By-Laws of The Manufacturers Life Insurance Company of
America. Previously filed as Exhibit (A)(6)(b) to
Post-Effective Amendment No. 7 on Form S-6 filed by The
Manufacturers Life Insurance Company of America on April 26,
1996 (file No. 33-52310).**
A(8)(a) Service Agreement between The Manufacturers Life Insurance
Company of America and The Manufacturers Life Insurance
Company. Previously filed as Exhibit A(8)(a) to the
Registration Statement on Form S-6 filed by The Manufacturers
Life Insurance Company of America on September 23, 1992 (file
No. 33-52310).
** Filed electronically
159
<PAGE> 114
A(8)(a)(i) Amendment to Service Agreement (re redomestication).
Previously filed as Exhibit A(8)(a)(i) to Pre-Effective
Amendment No. 1 to the Registration Statement on Form S-6
filed by The Manufacturers Life Insurance Company of America
on June 21, 1993 (file No. 33-52310).
A(8)(a)(ii) Amendment to Service Agreement (re extension of term).
Previously filed as Exhibit A(8)(a)(ii) to Pre-Effective
Amendment No. 1 to the Registration Statement on Form S-6
filed by The Manufacturers Life Insurance Company of America
on June 21, 1993 (file No. 33-52310).
A(8)(a)(iii) Amendment to Service Agreement (re Miscellaneous). Previously
filed as Exhibit A(8)(a)(iii) to Pre-Effective Amendment No. 2
to the Registration Statement on Form S-6 filed by The
Manufacturers Life Insurance Company of America on September
10, 1993 (file No. 33-52310).
A(8)(b) Stoploss Reinsurance Agreement between The Manufacturers Life
Insurance Company of America and The Manufacturers Life
Insurance Company. Previously filed as Exhibit A(8)(b) to
Pre-Effective Amendment No. 1 to the Registration Statement on
Form S-6 filed by The Manufacturers Life Insurance Company of
America on June 21, 1993 (file No. 33-52310).
A(8)(c) Service Agreement between The Manufacturers Life Insurance
Company and ManEquity, Inc. dated January 2, 1991 as amended
March 1, 1994. Previously filed as Exhibit A(8)(c) to
Post-Effective Amendment No. 2 to the Registration Statement
on Form S-6 filed by The Manufacturers Life Insurance Company
of America on April 26, 1994 (file No. 33-52310).
160
<PAGE> 115
A(10) Form of Application for Flexible Premium Variable Life
Insurance Policy. Previously filed as Exhibit (A)(10) to
Post-Effective Amendment No. 7 on Form S-6 filed by The
Manufacturers Life Insurance Company of America on April 26,
1996 (file No. 33-52310).**
A(10)(a) Form of Application Supplement for Flexible Premium Variable
Life Insurance Policy.**
2. See Exhibit A(5).
3. Opinion and consent of James D. Gallagher, Esq., General Counsel of The
Manufacturers Life Insurance Company of America.
[to be filed by amendment]
4. No financial statements are omitted from the prospectus pursuant to
instruction 1(b) or (c) of Part I.
5. Not applicable.
6. Opinion and consent of John R. Ostler, Vice-President, Treasurer and
Chief Actuary of The Manufacturers Life Insurance Company of America.
[to be filed by amendment]
7. Form of notice of withdrawal right ("free look" notice). Previously
filed as Exhibit 7 to the Registration Statement on Form S-6 filed by The
Manufacturers Life Insurance Company of America on September 23, 1992
(file No. 33-52310).
8(a). Form of notice of right of surrender while sales charge limitation
applies (initial purchase). Previously filed as Exhibit 8(a) to the
Registration Statement on Form S-6 filed by The Manufacturers Life
Insurance Company of America on September 23, 1992 (file No. 33-52310).
8(b). Form of notice of cancellation right (face amount increase). Previously
filed as Exhibit 8(b) to the Registration Statement on Form S-6 filed by
The Manufacturers Life Insurance Company of America on September 23, 1992
(file No. 33-52310).
8(c). Form of notice of right of surrender while sales charge limitation
applies (default). Previously filed as Exhibit 8(c) to the Registration
Statement on Form S-6 filed by The Manufacturers Life Insurance Company of
America on September 23, 1992 (file No. 33-52310).
** Filed electronically
161
<PAGE> 116
9. Memorandum Regarding Issuance, Face Amount Increase, Redemption
and Transfer Procedures for the Policies. Previously filed as
Exhibit 9 to Post Effective Amendment No. 8 on Form S-6 filed by
the Manufacturers Life Insurance Company of America on December 1, 1996
(file no. 33-52310).**
10. Consent of Ernst & Young LLP.
[to be filed by amendment]
11. Consent of Jones & Blouch L.L.P.
[to be filed by amendment]
12. Power of Attorney.
27. Financial Data Schedules.
[to be filed by amendment]
** Filed electronically.
162
<PAGE> 117
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the registrant,
SEPARATE ACCOUNT THREE OF THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA,
and the depositor, THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA, have
duly caused this amendment to the registration statement to be signed on their
behalf by the undersigned thereunto duly authorized, and the seal of the
depositor to be hereunto affixed and attested, all in the City of Toronto,
Province of Ontario, Canada, on the 26th day of February, 1997.
<TABLE>
<S> <C>
SEPARATE ACCOUNT THREE OF THE
MANUFACTURERS LIFE INSURANCE
COMPANY OF AMERICA
(Registrant)
By: THE MANUFACTURERS LIFE
INSURANCE COMPANY OF AMERICA
(Depositor)
By: /s/ Donald A. Guloien
------------------------------------
DONALD A. GULOIEN
President
THE MANUFACTURERS LIFE INSURANCE
COMPANY OF AMERICA
[SEAL]
By: /s/ Donald A. Guloien
------------------------------------
DONALD A. GULOIEN
President
</TABLE>
Attest
/s/ James D. Gallagher
- ----------------------------
JAMES D. GALLAGHER
Secretary
163
<PAGE> 118
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
----------- ------- ------
<S> <C> <C>
* President and Director
---------------------- (Principal Executive Officer) ----------------
DONALD A. GULOIEN
*
---------------------- Director ----------------
SANDRA M. COTTER
/s/ James D. Gallagher Director, Secretary February 26, 1997
---------------------- ----------------
JAMES D. GALLAGHER
* Director
---------------------- ----------------
BRUCE GORDON
*
---------------------- Director ----------------
THEODORE KILKUSKIE, JR.
* Director
----------------------- ----------------
JOSEPH J. PIETROSKI
* Director and Chairman
---------------------- ----------------
JOHN D. RICHARDSON
* Vice President, Finance
---------------------- (Principal Financial Officer) ----------------
DOUGLAS H. MYERS
*/s/ James D. Gallagher February 26, 1997
---------------------- ----------------
JAMES D. GALLAGHER
Pursuant to Power of Attorney
</TABLE>
164
<PAGE> 119
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- ------------------
<S> <C> <C>
A(1) Resolutions of Board Previously filed as
of Directors of The Exhibit A(1) to the
Manufacturers Life Registration Statement
Insurance Company of on Form S-6 filed by
America establishing The Manufacturers Life
Separate Account Three Insurance Company of
America on September 23,
1992 (file No. 33-52310).
A(3)(a)(i) Distribution Agreement Previously filed as
between The Manufacturers Exhibit A(3)(a)(i) to
Life Insurance Company of the Registration State-
America and ManEquity, Inc. ment on Form S-6 filed
by The Manufacturers
Life Insurance Company
of America on September
23, 1992 (file No. 33-52310).
A(3)(a)(ii) Amendment to Distribution Previously filed as
Agreement Exhibit A(3)(a)(ii) to
the Registration State-
ment on Form S-6 filed
by The Manufacturers
Life Insurance Company
of America on September 23,
1992 (file No. 33-52310).
A(3)(b)(i) Specimen agreement Previously filed as
between ManEquity, Inc. Exhibit A(3)(b)(i) to
and registered repre- the Registration
sentatives. Statement on Form S-6
filed by The Manufacturers
Life Insurance Company of
America on September 23,
1992 (file No. 33-52310).
A(3)(b)(ii) Specimen agreement Previously filed as
between ManEquity, Inc. Exhibit A(3)(b)(ii) to
and dealers. Pre-Effective Amendment
No. 1 to the Registration
Statement on Form S-6 filed
by The Manufacturers Life
Insurance Company of America
on June 21, 1993 (file No.
33-52310).
</TABLE>
165
<PAGE> 120
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- ------------------
<S> <C> <C>
A(3)(c) Schedule of Sales Previously filed as
Commissions. Exhibit A(3)(c) to
Pre-Effective Amendment
No. 1 to the Registra-
tion Statement on Form
S-6 filed by The Manu-
facturers Life Insurance
Company of America on
June 21, 1993 (file
No. 33-52310).
A(5)(a) Form of Flexible Premium Previously filed as
Variable Life Insurance Exhibit A(5)(a) to Pre-
Policy. Effective Amendment No.2
to the Registration
Statement on Form S-6
filed by The Manufacturers
Life Insurance Company of
America on September 10,
1993 (file No. 33-52310).
A(5)(a)(i) Endorsement to Flexible [to be filed by amendment]
Premium Variable Life
Insurance Policy
A(6)(a) Articles of Incor- Previously filed as
poration of The Manu- Exhibit A(6)(a) to Post-
facturers Life Insurance Effective Amendment No. 7
Company of America. on Form S-6 filed by The
Manufacturers Life Insurance
Company of America on April 26,
1996 (file No. 33-52310).**
A(6)(b) By-Laws of The Manu- Previously filed as
facturers Life Insurance Exhibit A(6)b) to Post-
Company of America. Effective Amendment No. 7 on
Form S-6 filed by The
Manufacturers Life Insurance
Company of America on April 26,
1996 (file No. 33-52310).**
</TABLE>
** Filed electronically
166
<PAGE> 121
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- ------------------
<S> <C> <C>
A(8)(a) Service Agreement between Previously filed as
The Manufacturers Life Exhibit A(8)(a) to the
Insurance Company of Registration Statement
America and The Manu- on Form S-6 filed by The
facturers Life Insurance Manufacturers Life
Company. Insurance Company of
America on September 23,
1992 (file No.
33-52310).
A(8)(a)(i) Amendment to Service Previously filed as
Agreement (re Exhibit A(8)(a)(i) to
redomestication). Pre-Effective Amendment
No. 1 to the Registra-
tion Statement on Form
S-6 filed by The Manu-
facturers Life Insurance
Company America on June
21, 1993 (file No.
33-52310).
A(8)(a)(ii) Amendment to Service Previously filed as
Agreement (re extension Exhibit A(8)(a)(ii) to
of term). Pre-Effective Amendment
No. 1 to the Registra-
tion Statement on Form
S-6 filed by The Manu-
facturers Life Insurance
Company America on June 21,
1993 (file No. 33-52310).
A(8)(a)(iii) Amendment to Service Previously filed as
Agreement (re Miscellaneous). Exhibit A(8)(a)(iii) to
Pre-Effective Amendment
No. 2 to the Registra-
tion Statement on Form
S-6 filed by The Manu-
facturers Life Insurance
Company America on
September 21, 1993
(file No. 33-52310).
</TABLE>
167
<PAGE> 122
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- ------------------
<S> <C> <C>
A(8)(b) Stoploss Reinsurance Previously filed as
Agreement between The Exhibit A(8)(b) to Pre-
Manufacturers Life Effective Amendment
Insurance Company of No. 1 to the Registra-
America and The Manu- tion Statement on Form
facturers Life Insurance S-6 filed by The Manu-
Company. facturers Life Insurance
Company of America on
June 21, 1993 (file No.
33-52310).
A(8)(c) Service Agreement Previously filed as
between The Manufacturers Exhibit A(8)(c) to Post-
Life Insurance Company Effective Amendment No. 2
and ManEquity, Inc. dated to the Registration
January 2, 1991 as amended Statement on Form S-6
March 1, 1994. filed by The Manufac-
turers Life Insurance
Company of America on
April 26, 1994
(file No. 33-52310).
A(10) Form of Application for Previously filed as
Flexible Premium Variable Exhibit A(10) to Post-
Life Insurance Policy. Effective Amendment No. 7
on Form S-6 filed by
The Manufacturers Life
Insurance Company America
on April 26, 1996
(file No. 33-52310).**
A(10)(a) Form of Application Previously filed as
Supplement for Flexible Exhibit (A)(10) to Post-
Premium Variable Life Effective Amendment No. 7
Insurance Policy. on Form S-6 filed by
The Manufacturers Life
Insurance Company of
America on April 26, 1996
(file No. 33-52310).**
</TABLE>
** Filed electronically
168
<PAGE> 123
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ---------- ----------- ------------------
<S> <C> <C>
2. See Exhibit A(5).
3. Opinion and consent of [to be filed by amendment]
James D. Gallagher, Esq.,
General Counsel of The
Manufacturers Life Insurance
Company of America.
4. No financial statements
are omitted from the
prospectus pursuant to
instruction 1(b) or (c)
of Part I.
5. Not applicable.
6. Opinion and consent of [to be filed by amendment]
John R. Ostler, Vice-
President, Treasurer and
Chief Actuary of The Manu-
facturers Life Insurance
Company of America.
7. Form of notice of withdrawal Previously filed as
right ("free look" notice). Exhibit 7 to the
Registration Statement
on Form S-6 filed by The
Manufacturers Life
Insurance Company of
America on September 23,
1992 (file No.33-52310).
</TABLE>
169
<PAGE> 124
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- -------------------
<S> <C> <C>
8(a). Form of notice of right of Previously filed as
surrender while sales charge Exhibit 8(a) to the
limitation applies (initial Registration Statement
purchase). on Form S-6 filed by The
Manufacturers Life
Insurance Company of
America on September 23,
1992 (file No.33-52310)
8(b). Form of notice of Previously filed as
cancellation right Exhibit 8(b) to the
(face amount increase). Registration Statement
on Form S-6 filed by The
Manufacturers Life
Insurance Company of
America on September 23,
1992 (file No.33-52310)
8(c). Form of notice of right Previously filed as
of surrender while sales Exhibit 8(c) to the
charge limitation applies Registration Statement
(default). on Form S-6 filed by The
Manufacturers Life
Insurance Company of
America on September 23,
1992 (file No.33-52310)
9. Memorandum Regarding Previously filed as
Issuance, Face Amount Exhibit 9 to Post-
Increase, Redemption Effective Amendment No.
and Transfer Procedures 8 on Form S-6 filed by
for the Policies. The Manufactureres Life
Insurance Company of
America on December 1,
1996 (file No.33-55310).**
10. Consent of Ernst & [to be filed by amendment]
Young LLP.
11. Consent of Jones & [to be filed by amendment]
Blouch L.L.P.
12. Power of Attorney
27. Financial Data Schedules [to be filed by amendment]
</TABLE>
** Filed electronically
170
<PAGE> 1
The Manufacturers Life Insurance Company of America
POWER OF ATTORNEY
We, the undersigned Directors and/or officers of The Manufacturers Life
Insurance Company of America (the "Company") do hereby constitute and appoint
Donald A. Guloien, Douglas H. Myers, John D. DesPrez III, James D. Gallagher,
Richard C. Hirtle, John G. Vyrsen and James Boyle, or any one of them, our true
and lawful attorneys to sign or execute (i) registration statements and reports
and other filings to be filed with the Securities and Exchange Commission
("SEC") under the Securities Act of 1933, as amended (the "1933 Act") and/ or
the Investment Company Act of 1940, as amended (the "1940 Act") and (ii) reports
and other filings to be filed with the SEC (or any other regulatory entity)
pursuant to the Securities Exchange Act of 1934 (the "1934 Act") and to do any
and all acts and things and to sign or execute any and all instruments for us,
or any of us, in our names in the capacities indicated below, which said
attorney, may deem necessary or advisable to enable the Company to comply with
the 1933 Act, the 1940 Act and the 1934 Act, and any rules, regulations and
requirements of the SEC, in connection with such registration statements,
reports and filings made under the 1933 Act, the 1940 Act and the 1934 Act,
including specifically, but without limitation, power and authority to sign or
execute for us, or any of us, in our names and in the capacities indicated
below, (i) any and all amendments (including post-effective amendments) to such
registration statements and (ii) Form 10-Ks and Form 10-Qs filed under the 1934
Act; and we do hereby ratify and confirm all that the said attorneys, or any of
them, shall do or cause to be done by virtue of this power of attorney.
Dated as of this 23rd day of January, 1997.
<TABLE>
<CAPTION>
Signature Title
- ----------- -------
<S> <C>
/s/ Donald A. Guloien President and Director
-----------------------
Donald A. Guloien (Principal Executive Officer)
/s/ Sandra M. Cotter Director
-----------------------
Sandra M. Cotter
/s/ James D. Gallagher Director, Secretary
-----------------------
James D. Gallagher
/s/ Bruce Gordon Director
-----------------------
Bruce Gordon
/s/ Theodore Kilkuskie, Jr. Director
-----------------------
Theodore Kilkuskie, Jr.
/s/ Joseph J. Pietroski Director
------------------------
Joseph J. Pietroski
/s/ John D. Richardson Director and Chairman
------------------------
John D. Richardson
/s/ Douglas H. Myers Vice President, Finance
------------------------
Douglas H. Myers (Principal Financial Officer)
</TABLE>
