SEPARATE ACCOUNT THREE OF THE MANUFACT LIFE INS CO OF AM
497, 1999-05-13
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<PAGE>   1
PROSPECTUS

SEPARATE ACCOUNT THREE OF THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

                                   VENTURE VUL

                A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

This prospectus describes Venture VUL, a flexible premium variable universal
life insurance policy (the "Policy") offered by The Manufacturers Life Insurance
Company of America (the "Company," "Manufacturers Life Of America," "we" or
"us").

The Policy is designed to provide lifetime insurance protection together with
flexibility as to

     - the timing and amount of premium payments,
     - the investments underlying the Policy Value, and
     - the amount of insurance coverage.

This flexibility allows you, the policyowner, to pay premiums and adjust
insurance coverage in light of your current financial circumstances and
insurance needs.

Policy Value may be accumulated on a fixed basis or vary with the investment
performance of the sub-accounts of Manufacturers Life of America's Separate
Account Three (the "Separate Account"). The assets of each sub-account will be
used to purchase shares of a particular investment portfolio (a "Portfolio") of
Manufacturers Investment Trust (the "Trust"). The accompanying prospectus for
the Trust, and the corresponding statement of additional information, describe
the investment objectives of the Portfolios in which you may invest net
premiums. Other sub-accounts and Portfolios may be added in the future.

PROSPECTIVE PURCHASERS SHOULD NOTE THAT IT MAY NOT BE ADVISABLE TO PURCHASE A
POLICY AS A REPLACEMENT FOR EXISTING INSURANCE.

The Securities and Exchange Commission maintains a web site (http://www.sec.gov)
that contains material incorporated by reference and other information regarding
registrants that file electronically with the Commission.

Please read this prospectus carefully and keep it for future reference. It is
valid only when accompanied by a current prospectus for the Trust.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


               The Manufacturers Life Insurance Company of America
                            500 North Woodward Avenue
                        Bloomfield Hills, Michigan 48304

   
                   THE DATE OF THIS PROSPECTUS IS MAY 10, 1999
    
<PAGE>   2
TABLE OF CONTENTS

   
COVER PAGE
TABLE OF CONTENTS
DEFINITIONS
POLICY SUMMARY
   General.....................................................................3
   Death Benefits..............................................................3
   Premiums....................................................................3
   Policy Value................................................................3
   Policy Loans................................................................3
   Surrender and Partial Withdrawals...........................................3
   Lapse and Reinstatement.....................................................4
   Charges and Deductions......................................................4
   Investment Options and Investment Advisers .................................4
   Investment Management Fees and Expenses.....................................4
   Table of Charges and Deductions.............................................5
   Table of Investment Management Fees and Expenses............................6
   Table of Investment Options and Investment Advisers.........................8
GENERAL INFORMATION ABOUT MANUFACTURERS
   Manufacturers Life of America...............................................9
   Separate Account Three......................................................9
   Manufacturers Investment Trust.............................................10
   Investment Objectives of the Portfolios....................................10
ISSUING A POLICY
   Requirements...............................................................13
   Temporary Insurance Agreement..............................................14
   Right to Examine the Policy................................................15
DEATH BENEFITS
   Life Insurance Qualification...............................................15
   Death Benefit Options......................................................16
   Changing the Face Amount...................................................17
PREMIUM PAYMENTS
   Initial Premiums...........................................................17
   Subsequent Premiums........................................................18
   Maximum Premium Limitation.................................................18
   Premium Allocation.........................................................18
CHARGES AND DEDUCTIONS
   Premium Charge.............................................................18
   Surrender Charges..........................................................18
   Mortality and Expense Risk Charge..........................................23
   Charges for Transfers......................................................23
   Reduction in Charges.......................................................23
SPECIAL PROVISIONS FOR EXCHANGES
COMPANY TAX CONSIDERATIONS
POLICY VALUE
   Determination of the Policy Value..........................................24
   Units and Unit Values......................................................24
   Transfers of Policy Value..................................................25
POLICY LOANS
   Effect of Policy Loan......................................................26
   Interest Charged on Policy Loans...........................................26
    


                                       ii
<PAGE>   3
   
   Loan Account...............................................................27
POLICY SURRENDER AND PARTIAL WITHDRAWALS
   Policy Surrender...........................................................27
   Partial Withdrawals........................................................28
LAPSE AND REINSTATEMENT
   Lapse......................................................................28
   No Lapse Guarantee.........................................................28
   No-Lapse Guarantee Cumulative Premium Test.................................29
   Reinstatement..............................................................29
THE GENERAL ACCOUNT
   Fixed Account..............................................................30
OTHER PROVISIONS OF THE POLICY
   Policyowner Rights.........................................................30
   Beneficiary................................................................31
   Incontestability...........................................................31
   Misstatement of Age or Sex.................................................31
   Suicide Exclusion..........................................................31
   Supplementary Benefits.....................................................31
TAX TREATMENT OF THE POLICY
   Life Insurance Qualification...............................................32
   Tax Treatment of Policy Benefits...........................................33
   Alternate Minimum Tax......................................................37
   Income Tax Reporting.......................................................37
OTHER INFORMATION
   Payment of Proceeds........................................................37
   Reports to Policyowners....................................................37
   Distribution of the Policies...............................................38
   Responsibilities of Manufacturers Life.....................................38
   Voting Rights..............................................................38
   Substitution of Portfolio Shares...........................................39
   Records and Accounts.......................................................39
   State Regulations..........................................................39
   Litigation.................................................................39
   Independent Auditors.......................................................39
   Further Information........................................................40
   Officers and Directors.....................................................40
   Impact of Year 2000........................................................43
   Illustrations..............................................................44
   Financial Statements......................................................F-1
   Appendix A - Sample Illustrations of Policy Values, Cash Surrender
     values and Death Benefits...............................................A-1

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION WHERE IT
WOULD NOT BE LAWFUL. YOU SHOULD RELY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS, THE PROSPECTUS OF MANUFACTURERS INVESTMENT TRUST, OR THE STATEMENT
OF ADDITIONAL INFORMATION OF MANUFACTURERS INVESTMENT TRUST. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.

Examine this prospectus carefully. The Policy Summary will briefly describe the
Policy. More detailed information will be found further in the prospectus.
    


                                       iii
<PAGE>   4
DEFINITIONS

Additional Rating
is an increase to the Cost of Insurance Rate for insureds who do not meet, at a
minimum, the Company's underwriting requirements for the standard Risk
Classification.

Age
on any date is the life insured's age on his or her birthday nearest to the
Policy Date. If no specific age is mentioned, age means the life insured's age
on the Policy Anniversary nearest to the birthday.

Attained Age
is the Age plus the number of whole years that have elapsed since the Policy
Date.

Business Day
is any day that the New York Stock Exchange is open for business. A Business Day
ends at the close of regularly scheduled trading of the New York Stock Exchange
(currently 4:00 p.m. Eastern Time) on that day.

Cash Surrender Value
is the Policy Value less the Surrender Charge and any outstanding Monthly
Deductions due.

Effective Date
is the date the underwriters approve issuance of the policy. If the policy is
approved without the initial premium, the Effective Date will be the date the
Company receives at least the minimum initial premium at our Service Office. In
either case, the Company will take the first Monthly Deduction on the Effective
Date.

Gross Withdrawal
is the amount of partial Net Cash Surrender Value the policyowner requests plus
any Surrender Charge applicable to the withdrawal.

Fixed Account
is that part of the Policy Value which reflects the value the policyowner has in
the general account of the Company.

Investment Account
is that part of the Policy Value which reflects the value the policyowner has in
one of the sub-accounts of the Separate Account.

Issue Date
is the date the Company issued the Policy. The Issue Date is also the date from
which the Suicide and Validity provisions of the Policy are measured.

Life insured
is the person whose life is insured under this policy.

Loan Account
is that part of the Policy Value which reflects the value transferred from the
Fixed Account or the Investment Accounts as collateral for a policy loan.

Monthly No-Lapse Guarantee Premium
is one twelfth of the No-Lapse Guarantee Premium.


                                       1
<PAGE>   5
Net Cash Surrender Value
is the Cash Surrender Value less the Policy Debt.

Net Policy Value
is the Policy Value less the value in the Loan Account.

Net Premium
is the gross premium paid less the Premium Charge. It is the amount of premium
allocated to the Fixed Account and/or Investment Accounts.

No-Lapse Guarantee
When the Policy is in the No-Lapse Guarantee Period, as long as the No-Lapse
Guarantee Cumulative Premium Test is met, the Policy will not lapse, even when
the Net Cash Surrender Value falls to or below zero.

No-Lapse Guarantee Period
is the period, set at issue, during which the No-Lapse Guarantee is provided.
The No-Lapse Guarantee period is fixed at the lesser of ten years or the life
insured's age 95, depending upon applicable state law requirements.

No-Lapse Guarantee Premium
is the annual premium used to determine the Monthly No-Lapse Guarantee Premium.
It is set at issue and is recalculated, prospectively, whenever any of the
following changes occur under the Policy:

- -     the face amount of insurance changes.
- -     a Supplementary Benefit is added, changed or terminated.
- -     the risk classification of the life insured changes.
- -     a temporary Additional Rating is added (due to a face amount increase), or
      terminated.
- -     the Death Benefit Option changes.

No-Lapse Guarantee Cumulative Premium
- - is the minimum amount due to satisfy the No-Lapse Guarantee Cumulative Premium
Test. This amount equals the sum, from issue to the date of the test, of the
Monthly No-Lapse Guarantee Premiums.

No-Lapse Guarantee Cumulative Premium Test
is a test that, if satisfied, during the No Lapse Guarantee Period will keep the
policy in force when the Net Cash Surrender Value is less than zero. The test is
satisfied if the sum of all premiums paid, less any gross partial withdrawals
and less any Policy Debt, is greater than or equal to the sum of the monthly
No-Lapse Guarantee Premiums due since the Policy Date.

Policy Date
is the date coverage takes effect under the Policy, provided the Company
receives the minimum initial premium at its Service Office, and is the date from
which charges for the first monthly deduction are calculated, and the date from
which Policy Years, Policy Months, and Policy Anniversaries are determined.

Policy Debt
as of any date equals (a) plus (b) plus (c) minus (d), where:

(a) is the total amount of loans borrowed as of such date;

(b) is the total amount of any unpaid loan interest charges which have been
borrowed against the policy on a Policy Anniversary;

(c) is any interest charges accrued from the last Policy Anniversary to the
current date; and

(d) is the total amount of loan repayments as of such date.


                                       2
<PAGE>   6
Policy Value
is the sum of the values in the Loan Account, the Fixed Account, and the
Investment Accounts.

Service Office Address
is 200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5.

Surrender Charge Period
is the period following the Policy Date or following any increase in Face Amount
during which the Company will assess surrender charges. Surrender charges will
apply during this period if the policy terminates due to default, if the
policyowner surrenders the policy or makes a partial withdrawal.

Written Request
is the policyowner's request to the Company which must be in a form satisfactory
to the Company, signed and dated by the policyowner, and received at the Service
Office.


POLICY SUMMARY

GENERAL

We have prepared the following summary as a general description of the most
important features of the Policy. It is not comprehensive and you should refer
to the more detailed information contained in this prospectus. Unless otherwise
indicated or required by the context, the discussion throughout this prospectus
assumes that the Policy has not gone into default, there is no outstanding
Policy Debt, and the death benefit is not determined by the minimum death
benefit percentage. The Policy's provisions may vary in some states.

DEATH BENEFITS

There are two death benefit options. Under Option 1 the death benefit is the
FACE AMOUNT OF THE POLICY at the date of death or, if greater, the Minimum Death
Benefit. Under Option 2 the death benefit is the FACE AMOUNT PLUS THE POLICY
VALUE OF THE POLICY at the date of death or, if greater, the Minimum Death
Benefit. You may change the death benefit option and increase or decrease the
Face Amount.

PREMIUMS

You may pay premiums at any time and in any amount, subject to certain
limitations as described under "Premium Payments Subsequent Premiums." Net
Premiums will be allocated, according to your instructions and at the Company's
discretion, to one or more of our general account and the sub-accounts of
Manufacturers Life of America's Separate Account Three. You may change your
allocation instructions at any time. You may also transfer amounts among the
accounts.

POLICY VALUE

The Policy has a Policy Value reflecting premiums paid, certain charges for
expenses and cost of insurance, and the investment performance of the accounts
to which you have allocated premiums.

POLICY LOANS

You may borrow an amount not to exceed 90% of your Policy's Net Cash Surrender
Value. Loan interest at a rate of 5.25% during the first ten Policy Years and 4%
thereafter is due on each Policy Anniversary. We will deduct all outstanding
Policy Debt from proceeds payable at the insured's death, or upon surrender.

SURRENDER AND PARTIAL WITHDRAWALS

You may make a partial withdrawal of your Policy Value. A partial withdrawal may
result in a reduction in the Face Amount of the Policy and an assessment of a
portion of the surrender charges to which the Policy is subject.


                                       3
<PAGE>   7
You may surrender your Policy for its Net Cash Surrender Value at any time while
the life insured is living. The Net Cash Surrender Value is equal to the Policy
Value less Surrender Charges and outstanding Monthly Deductions due minus the
Policy Debt.

LAPSE AND REINSTATEMENT

Unless the No-Lapse Guarantee Cumulative Premium Test has been met, a Policy
will lapse (and terminate without value) when its Net Cash Surrender Value is
insufficient to pay the next monthly deduction and a grace period of 61 days
expires without your having made an adequate payment.

The Policies, therefore, differ in two important respects from conventional life
insurance policies. First, the failure to make planned premium payments will not
itself cause a Policy to lapse. Second, a Policy can lapse even if planned
premiums have been paid.

A policyowner may reinstate a lapsed Policy at any time within the five year
period following lapse provided the Policy was not surrendered for its Net Cash
Surrender Value. We will require evidence of insurability along with a certain
amount of premium as described under "Reinstatement."

CHARGES AND DEDUCTIONS

We assess certain charges and deductions in connection with the Policy. These
include:

      charges assessed monthly for mortality and expense risks, cost of
      insurance, administration expenses,

      charges deducted from premiums paid, and

      charges assessed on surrender or lapse.

These charges are summarized in the Table of Charges and Deductions. We may
allow you to request that the sum of all charges assessed monthly for mortality
and expense risks, cost of insurance and administration expenses be deducted
from the Fixed Account or one or more of the sub-accounts of the Separate
Account.

In addition, there are charges deducted from each Portfolio of the Trust. These
charges are summarized in the Table of Investment Management Fees and Expenses.

INVESTMENT OPTIONS AND INVESTMENT ADVISERS

You may allocate Net Premiums to the Fixed Account or to one or more of the
sub-accounts of our Separate Account Three. Each of the sub-accounts invests in
the shares of one of the Portfolios of the Trust.

The Trust receives investment advisory services from Manufacturers Securities
Services, LLC ("MSS"). MSS is a registered investment adviser under the
Investment Advisers Act of 1940.

The Trust also employs subadvisers. The Table of Investment Options and
Investment Advisers shows the subadvisers that provide investment subadvisory
services to the indicated Portfolios.

INVESTMENT MANAGEMENT FEES AND EXPENSES

The Separate Account purchases shares of the Portfolios at net asset value. The
net asset value of those shares reflects investment management fees and certain
expenses of the Portfolios. The fees and expenses for each Portfolio for the
Trust's last fiscal year are shown in the Table of Investment Management Fees
and Expenses below. These fees and expenses are described in detail in the
accompanying Trust prospectus to which reference should be made.


                                       4
<PAGE>   8
                         TABLE OF CHARGES AND DEDUCTIONS

Premium Charge       6.6% of each premium paid during the first 10 Policy
                     Years and 3.6% thereafter.

Surrender Charges    A Surrender Charge is applicable for 10 Policy Years from
                     the Policy Date or an increase in Face Amount. The
                     Surrender Charge is determined by the following formula:

                     Surrender Charge = (Surrender Charge Rate)x(Face Amount
                     Associated with the Surrender Charge/1000)x(Grading
                     Percentage)

                     The Grading Percentage is based on the Policy Year in which
                     the transaction causing the assessment of the charge occurs
                     and is set forth in the table under "Surrender Charges."

                     The Surrender Charge Rate is calculated as follows:

                     Surrender Charge Rate  = (Rate per $1000 of Face Amount) +
                     (80%) x(Surrender Charge Premium)

                     The Rate per $1000 of Face Amount is based on the age at
                     which the transaction causing the assessment of the charge
                     occurs and is set forth in a table under "Surrender
                     Charges."

                     The Surrender Charge Premium is the lesser of:

                     (a) the premiums paid during the first Policy Year (or
                         premiums attributable to a Face Amount increase) per
                         $1000 of Face Amount, and,

                     (b) the Surrender Charge Premium Limit specified in the
                         Policy per $1000 Face Amount.

                     The premiums attributable to a Face Amount increase will
                     equal a portion of each payment made within one year of the
                     increase plus a portion of the Policy Value at the time of
                     the increase.

                     A portion of this charge will be assessed on a partial
                     withdrawal.

Monthly Deductions   An administration charge of $30 per Policy Month will be
                     deducted in the first Policy Year. In subsequent years, the
                     administration charge will be $15 per Policy Month.

                     The cost of insurance charge.

   
                     Any additional charges for supplementary benefits, if
                     applicable.
    


                                       5
<PAGE>   9
                     A mortality and expense risk charge. This charge varies by
                     Policy Year as follows:

                                    Guaranteed Monthly       Guaranteed Annual
                     Policy Years   Mortality and Expense    Mortality and
                                    Risk Charge              Expense Risk Charge

                     1-10           0.0627%                  0.75%
                     11+            0.0209%                  0.25%

                     All of the above charges are deducted from the Net Policy
                     Value.

Loan Charges         A fixed loan interest rate of 5.25% during the first 10
                     Policy Years and 4% thereafter. Interest credited to
                     amounts in the Loan Account is guaranteed not to be less
                     than 4% at all times. The maximum loan amount is 90% of the
                     Net Cash Surrender Value.

Transfer Charge      A charge of $25 per transfer for each transfer in excess of
                     12 in a Policy Year.


TABLE OF INVESTMENT MANAGEMENT FEES AND EXPENSES

TRUST ANNUAL EXPENSES

(as a percentage of Trust average net assets)

<TABLE>
<CAPTION>
                                                              OTHER EXPENSES
                                         MANAGEMENT           (AFTER EXPENSE            TOTAL TRUST
TRUST PORTFOLIO                             FEES              REIMBURSEMENT)***       ANNUAL EXPENSES
- -----------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>                     <C>
Pacific Rim Emerging Markets........       0.850%                0.360%                     1.210%
Science & Technology................       1.100%                0.110%                     1.210%
International Small Cap.............       1.100%                0.150%                     1.250%
Aggressive Growth...................       1.000%+               0.090%                     1.090%
Emerging Small Company..............       1.050%                0.050%                     1.100%
Small Company Blend.................       1.050%                0.150%*                    1.200%
Mid Cap Growth......................       0.950%+               0.040%                     0.990%
Mid Cap Stock.......................       0.925%                0.000%*                    0.925%
Overseas............................       0.950%                0.210%                     1.160%
International Stock.................       1.050%                0.200%                     1.250%
International Value.................       1.000%                0.300%*                    1.300%
Mid Cap Blend.......................       0.850%+               0.050%                     0.900%
Small Company Value.................       1.050%                0.180%                     1.230%
Global Equity.......................       0.900%                0.110%                     1.010%
Growth..............................       0.850%                0.050%                     0.900%
Large Cap Growth....................       0.875%+               0.130%                     1.005%
Quantitative Equity.................       0.700%                0.060%                     0.760%
Blue Chip Growth....................       0.875%+               0.045%                     0.920%
Real Estate Securities..............       0.700%                0.060%                     0.760%
Value...............................       0.800%                0.050%                     0.850%
Equity Index........................       0.250%                0.150%**                   0.400%**
Growth & Income.....................       0.750%                0.040%                     0.790%
U.S. Large Cap Value................       0.875%                0.100%*                    0.975%
Equity-Income.......................       0.875%+               0.050%                     0.925%
</TABLE>


                                       6
<PAGE>   10
<TABLE>
<CAPTION>
   
                                                              OTHER EXPENSES
                                         MANAGEMENT           (AFTER EXPENSE            TOTAL TRUST
TRUST PORTFOLIO                             FEES              REIMBURSEMENT)***       ANNUAL EXPENSES
- -----------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>                     <C>
Income & Value......................       0.800%+               0.090%                     0.890%
Balanced............................       0.800%                0.070%                     0.870%
High Yield..........................       0.775%                0.065%                     0.840%
Strategic Bond......................       0.775%                0.075%                     0.850%
Global Bond.........................       0.800%                0.110%                     0.910%
Total Return........................       0.775%                0.100%*                    0.875%
Investment Quality Bond.............       0.650%                0.070%                     0.720%
Diversified Bond....................       0.750%                0.140%                     0.890%
U.S. Government Securities..........       0.650%                0.070%                     0.720%
Money Market........................       0.500%                0.120%                     0.620%
Lifestyle Aggressive 1000#..........            0%               1.110%***                  1.110%
Lifestyle Growth 820#...............            0%               1.000%***                  1.000%
Lifestyle Balanced 640#.............            0%               0.920%***                  0.920%
Lifestyle Moderate 460#.............            0%               0.830%***                  0.830%
Lifestyle Conservative 280#.........            0%               0.720%***                  0.720%
</TABLE>
    

+ Management Fees for these portfolios changed effective May 1, 1999. Prior to
May 1, 1999, management fees were as follows:

   
                  Aggressive Growth Trust            1.050%
                  Mid Cap Growth Trust               1.000%
                  Mid Cap Blend Trust                0.750%
                  Large Cap Growth Trust             0.750%
                  Blue Chip Growth Trust             0.925%
                  Equity-Income Trust                0.800%
                  Income & Value Trust               0.750%
    

* Based on estimates of payments to be made during the current fiscal year.

** Under the Advisory Agreement, MSS has agreed o reduce its advisory fee or
reimburse the Equity Index Trust if the total of all expenses (excluding
advisory fees, taxes, portfolio brokerage commissions, interest, litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Trust's business) exceed an annual rate of 0.15% of the
average annual net assets of the Equity Index Trust. The expense limitation will
continue in effect from year to year unless otherwise terminated at any year end
by MSS on 30 days' notice to the Trust. If this expense reimbursement had not
been in effect, Total Trust Annual Expenses would have been 0.55%, and Other
Expenses would have been 0.30%, of the average annual net assets of the Equity
Index Trust.

*** Reflects expenses of the Underlying Portfolios. Manufacturers Securities
Services, LLC ("MSS") has voluntarily agreed to pay the expenses of each
Lifestyle Trust (excluding the expenses of the Underlying Portfolios). This
voluntary expense reimbursement may be terminated at any time. If such expense
reimbursement was not in effect, Total Trust Annual Expenses would be 0.02%
higher, except for the Lifestyle Conservative 280 Trust, which would be 0.03%
higher (based on expenses of the Lifestyle Trusts for the fiscal year ended
December 31, 1998) as noted in the chart below:


                                       7
<PAGE>   11
<TABLE>
<CAPTION>
                                       MANAGEMENT    OTHER EXPENSES      TOTAL TRUST
TRUST PORTFOLIO                           FEES                         ANNUAL EXPENSES
- --------------------------------------------------------------------------------------
<S>                                    <C>           <C>               <C>
Lifestyle Aggressive 1000...........       0%            1.130%             1.130%
Lifestyle Growth 820................       0%            1.020%             1.020%
Lifestyle Balanced 640..............       0%            0.940%             0.940%
Lifestyle Moderate 460..............       0%            0.850%             0.850%
Lifestyle Conservative 280..........       0%            0.750%             0.750%
</TABLE>

# Each Lifestyle Trust will bear its own pro rata share of the fees and expenses
incurred by the Underlying Portfolios in which it invests, and the investment
return of each Lifestyle Trust will be net of the Underlying Portfolio expenses.
Each Lifestyle Portfolio must also bear its own expenses. However, MSS is
currently paying those expenses as described in footnote (***) above.



TABLE OF INVESTMENT OPTIONS AND INVESTMENT ADVISERS

SUBADVISER                                   PORTFOLIO

A I M Capital Management, Inc.               Mid Cap Growth Trust
                                             Aggressive Growth Trust

AXA Rosenberg Investment Management          Small Company Value Trust

Capital Guardian Trust Company               Small Company Blend Trust
                                             U.S. Large Cap Value  Trust
                                             Income & Value Trust
                                             Diversified Bond Trust

Fidelity Management Trust Company            Mid Cap Blend Trust
                                             Large Cap Growth Trust
                                             Overseas Trust

Founders Asset Management LLC                International Small Cap Trust
                                             Balanced Trust

Franklin Advisers, Inc.                      Emerging Small Company Trust

Manufacturers Adviser Corporation            Pacific Rim Emerging Markets Trust
                                             Quantitative Equity Trust
                                             Real Estate Securities Trust
                                             Equity Index Trust
                                             Money Market Trust
                                             Lifestyle Trusts

Miller Anderson & Sherrerd, LLP              Value Trust
                                             High Yield Trust

Morgan Stanley Asset Management Inc.         Global Equity Trust

Pacific Investment Management Company        Global Bond Trust
                                             Total Return Trust

Rowe Price-Fleming International, Inc.       International Stock Trust


                                       8
<PAGE>   12
Salomon Brothers Asset Management Inc        U.S. Government Securities Trust
                                             Strategic Bond Trust

State Street Global Advisors                 Growth Trust

T. Rowe Price Associates, Inc.               Science & Technology Trust
                                             Blue Chip Growth Trust
                                             Equity-Income Trust
Templeton Investment Counsel, Inc.           International Value Trust

Wellington Management Company, LLP           Growth & Income Trust
                                             Investment Quality Bond Trust
                                             Mid Cap Stock Trust

Each of the Trust's Subadvisers, except Capital Guardian Trust Company, Fidelity
Management Trust Company and State Street Global Advisors, is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended.


GENERAL INFORMATION ABOUT MANUFACTURERS

MANUFACTURERS LIFE OF AMERICA

Manufacturers Life of America 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. The
ultimate parent of Manufacturers Life of America is 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 rank among the 60 largest life insurers in the world as
measured by assets. However, neither Manufacturers Life of America nor
Manufacturers Life guarantees the investment performance of the Separate
Account.

On January 20, 1998, the Board of Directors of Manufacturers Life announced that
it had asked the management of Manufacturers Life to prepare a plan for
conversion of Manufacturers Life from a mutual life insurance company to an
investor owned, publicly traded stock company. Any demutualization plan for
Manufacturers Life is subject to the approval of the Manulife Board of Directors
and policyowners as well as regulatory approval.

RATINGS

Manufacturers Life and Manufacturers Life of America have received the following
ratings from independent rating agencies:

Standard and Poor's Insurance Ratings Service:   AA+ (for financial strength)
A.M. Best Company:                               A++ (for financial strength)
Duff & Phelps Credit Rating Co.:                 AAA (for claims paying ability)
Moody's Investors Service, Inc.:                 Aa2 (for financial strength)

These ratings, which are current as of the date of this prospectus and are
subject to change, are assigned to The Manufacturers Life Insurance Company of
America as a measure of the Company's ability to honor the death benefit but not
specifically to its products, the performance (return) of these products, the
value of any investment in these products upon withdrawal or to individual
securities held in any portfolio.

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,
it has been operated under Michigan Law. The Separate Account holds assets


                                       9
<PAGE>   13
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.

ASSETS OF THE SEPARATE ACCOUNT

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.

REGISTRATION

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.

MANUFACTURERS INVESTMENT TRUST

Each sub-account of the Separate Account will purchase shares only of a
particular Portfolio. The Trust is registered under the 1940 Act as an open-end
management investment company. The Separate Account will purchase and redeem
shares of the Portfolios at net 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 not inconsistent
with the Policies. Any dividend or capital gain distribution received from a
Portfolio with respect to the Policies will be reinvested immediately at net
asset value in shares of that Portfolio and retained as assets of the
corresponding sub-account.

The Trust shares are issued to fund benefits under both variable annuity
contracts and variable life insurance policies issued by the Company or life
insurance companies affiliated with the Company. Manufacturers Life of America
may also purchase shares through its general account for certain limited
purposes including initial portfolio seed money. For a description of the
procedures for handling potential conflicts of interest arising from the funding
of such benefits see the accompanying Trust prospectus.

INVESTMENT OBJECTIVES OF THE PORTFOLIOS

The investment objectives and certain policies of the Portfolios currently
available to policyowners through corresponding sub-accounts are set forth
below. There is, of course, no assurance that these objectives will be met. A
full description of the Trust, its investment objectives, policies and
restrictions, the risks associated therewith, its expenses, and other aspects of
its operation is contained in the accompanying Trust prospectus, which should be
read together with this prospectus.

ELIGIBLE PORTFOLIOS

The Portfolios of Manufacturers Investment Trust available under the Policies
are as follows:

The PACIFIC RIM EMERGING MARKETS TRUST seeks long-term growth of capital by
investing in a diversified portfolio that is comprised primarily of common
stocks and equity-related securities of corporations domiciled in countries in
the Pacific Rim region.

The SCIENCE & TECHNOLOGY TRUST seeks long-term growth of capital. Current income
is incidental to the portfolio's objective.


                                       10
<PAGE>   14
The INTERNATIONAL SMALL CAP TRUST seeks capital appreciation by investing
primarily in securities issued by foreign companies which have total market
capitalization or annual revenues of $1 billion or less. These securities may
represent companies in both established and emerging economies throughout the
world.

The AGGRESSIVE GROWTH TRUST (formerly, the Pilgrim Baxter Growth Trust) seeks
long-term capital appreciation by investing the portfolio's asset principally in
common stocks, convertible bonds, convertible preferred stocks and warrants of
companies which in the opinion of the subadviser are expected to achieve
earnings growth over time at a rate in excess of 15% per year. Many of these
companies are in the small and medium-sized category.

The EMERGING SMALL COMPANY TRUST (formerly, the Emerging Growth Trust) seeks
long-term growth of capital by investing, under normal market conditions, at
least 65% of the portfolio's total assets in common stock equity securities of
small capitalization ("small cap") growth companies. In general, companies in
which the portfolios invests will have market cap values of less than $1.5
billion at the time of purchase.

The SMALL COMPANY BLEND TRUST seeks long-term growth of capital and income by
investing the portfolio's assets, under normal market conditions, primarily in
equity and equity-related securities of companies with market capitalization
between $50 million and $1 billion.

The MID CAP GROWTH TRUST (formerly, the Small/Mid Cap Trust) seeks long-term
capital appreciation by investing the portfolio's assets principally in common
stocks, with emphasis on medium-sized and smaller emerging growth companies.

The MID CAP STOCK TRUST seeks long-term growth of capital by investing primarily
in equity securities of companies with market capitalizations that approximately
match the range of capitalization of the Wilshire Mid Cap 750 Index.

The OVERSEAS TRUST (formerly, the International Growth & Income Trust) seeks
growth of capital by investing, under normal market conditions, at least 65% of
the portfolios' assets in foreign securities (including American Depositary
Receipts (ADRs) and European Depositary Receipts (EDRs). The portfolios expects
to invest primarily in equity securities.

The INTERNATIONAL STOCK TRUST seeks long-term growth of capital by investing
primarily in common stocks of established, non-U.S. companies.

The INTERNATIONAL VALUE TRUST seeks long-term growth of capital by investing,
under normal market conditions, primarily in equity securities of companies
located outside the U.S., including in emerging markets.

The MID CAP BLEND TRUST (formerly, the Equity Trust) seeks growth of capital by
investing primarily in common stocks of United States issuers and securities
convertible into or carrying the right to buy common stocks.

The SMALL COMPANY VALUE TRUST seeks long term growth of capital by investing in
equity securities of smaller companies which are traded principally in the
markets of the United States.

The GLOBAL EQUITY TRUST seeks long-term capital appreciation by investing
primarily in equity securities throughout the world, including U.S. issuers and
emerging markets.

The GROWTH TRUST seeks long-term growth of capital by investing primarily in
large capitalization growth securities (market capitalizations of approximately
$1 billion or greater).

The LARGE CAP GROWTH TRUST (formerly, the Aggressive Asset Allocation Trust)
seeks long-term growth of capital by investing, under normal market conditions,
at least 65% of the portfolio's assets in equity securities of companies with
large market capitalizations.

The QUANTITATIVE EQUITY TRUST seeks to achieve intermediate and long-term growth
through capital appreciation and current income by investing in common stocks
and other equity securities of well established companies with promising
prospects for providing an above average rate of return.


                                       11
<PAGE>   15
The BLUE CHIP GROWTH TRUST seeks to achieve long-term growth of capital (current
income is a secondary objective) and many of the stocks in the portfolio are
expected to pay dividends.

The REAL ESTATE SECURITIES TRUST seeks to achieve a combination of long-term
capital appreciation and satisfactory current income by investing in real estate
related equity and debt securities.

The VALUE TRUST seeks to realize an above-average total return over a market
cycle of three to five years, consistent with reasonable risk, by investing
primarily in common and preferred stocks, convertible securities, rights and
warrants to purchase common stocks, ADRs and other equity securities of
companies with equity capitalizations usually greater than $300 million.

The EQUITY INDEX TRUST seeks to achieve investment results which approximate the
aggregate total return of publicly traded common stocks which are included in
the Standard & Poor's 500 Composite Stock Price.

The GROWTH & INCOME TRUST seeks long-term growth of capital and income,
consistent with prudent investment risk, by investing primarily in a diversified
portfolio of common stocks of United States issuers which the subadviser
believes are of high quality.

   
The U.S. LARGE CAP VALUE TRUST seeks long-term growth of capital and income by
investing the portfolio's assets, under normal market conditions, primarily in
equity and equity-related securities of companies with market capitalization
greater than $500 million.
    

The EQUITY-INCOME TRUST seeks to provide substantial dividend income and also
long-term capital appreciation by investing primarily in dividend-paying common
stocks, particularly of established companies with favorable prospects for both
increasing dividends and capital appreciation.

The INCOME & VALUE TRUST (formerly, the Moderate Asset Allocation Trust) seeks
the balanced accomplishment of (a) conservation of principal and (b) long-term
growth of capital and income by investing the portfolio's assets in both equity
and fixed-income securities. The subadviser has full discretion to determine the
allocation between equity and fixed-income securities.

The BALANCED TRUST seeks current income and capital appreciation by investing in
a balanced portfolio of common stocks, U.S. and foreign government obligations
and a variety of corporate fixed-income securities.

The HIGH YIELD TRUST seeks to realize an above-average total return over a
market cycle of three to five years, consistent with reasonable risk, by
investing primarily in high yield debt securities, including corporate bonds and
other fixed-income securities.

The STRATEGIC BOND TRUST seeks a high level of total return consistent with
preservation of capital by giving its subadviser broad discretion to deploy the
portfolio's assets among certain segments of the fixed-income market as the
subadviser believes will best contribute to achievement of the portfolio's
investment objective.

The GLOBAL BOND TRUST (formerly, the Global Government Bond Trust) seeks to
realize maximum total return, consistent with preservation of capital and
prudent investment management by investing the portfolio's asset primarily in
fixed income securities denominated in major foreign currencies, baskets of
foreign currencies (such as the ECU), and the U.S. dollar.

The TOTAL RETURN TRUST seeks to realize maximum total return, consistent with
preservation of capital and prudent investment management by investing, under
normal market conditions, at least 65% of the portfolio's assets in a
diversified portfolio of fixed income securities of varying maturities. The
average portfolio duration will normally vary within a three- to six- year time
frame based on PIMCO's forecast for interest rates.

The INVESTMENT QUALITY BOND TRUST seeks a high level of current income
consistent with the maintenance of principal and liquidity, by investing
primarily in a diversified portfolio of investment grade corporate bonds and
U.S.


                                       12
<PAGE>   16
Government bonds with intermediate to longer term maturities. The portfolio may
also invest up to 20% of its assets in non-investment grade fixed income
securities.

The DIVERSIFIED BOND TRUST (formerly, the Conservative Asset Allocation Trust)
seeks high total return as is consistent with the conservation of capital by
investing at least 75% of the portfolio's assets in fixed-income securities.

The U.S. GOVERNMENT SECURITIES TRUST seeks a high level of current income
consistent with preservation of capital and maintenance of liquidity, by
investing in debt obligations and mortgage-backed securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities and
derivative securities such as collateralized mortgage obligations backed by such
securities.

The MONEY MARKET TRUST seeks maximum current income consistent with preservation
of principal and liquidity by investing in high quality money market instruments
with maturities of 397 days or less issued primarily by United States entities.

The LIFESTYLE AGGRESSIVE 1000 TRUST seeks to provide long-term growth of capital
(current income is not a consideration) by investing 100% of the Lifestyle
Trust's assets in other portfolios of the Trust ("Underlying Portfolios") which
invest primarily in equity securities.

The LIFESTYLE GROWTH 820 TRUST seeks to provide long-term growth of capital with
consideration also given to current income by investing approximately 20% of the
Lifestyle Trust's assets in Underlying Portfolios which invest primarily in
fixed income securities and approximately 80% of its assets in Underlying
Portfolios which invest primarily in equity securities.

The LIFESTYLE BALANCED 640 TRUST seeks to provide a balance between a high level
of current income and growth of capital with a greater emphasis given to capital
growth by investing approximately 40% of the Lifestyle Trust's assets in
Underlying Portfolios which invest primarily in fixed income securities and
approximately 60% of its assets in Underlying Portfolios which invest primarily
in equity securities.

The LIFESTYLE MODERATE 460 TRUST seeks to provide a balance between a high level
of current income and growth of capital with a greater emphasis given to high
income by investing approximately 60% of the Lifestyle Trust's assets in
Underlying Portfolios which invest primarily in fixed income securities and
approximately 40% of its assets in Underlying Portfolios which invest primarily
in equity securities.

The LIFESTYLE CONSERVATIVE 280 TRUST seeks to provide a high level of current
income with some consideration also given to growth of capital by investing
approximately 80% of the Lifestyle Trust's assets in Underlying Portfolios which
invest primarily in fixed income securities and approximately 20% of its assets
in Underlying Portfolios which invest primarily in equity securities.

ISSUING A POLICY

REQUIREMENTS

To purchase a Policy, an applicant must submit a completed application. A Policy
will not be issued until the underwriting process has been completed to the
Company's satisfaction.

Policies may be issued on a basis which does not distinguish between the
insured's sex, with prior approval from the Company. A Policy will generally be
issued only on the lives of insureds from ages 0 through 90.

Each Policy has a Policy Date, an Effective Date and an Issue Date (See
"Definitions" above).

The Policy Date is the date from which the first monthly deductions are
calculated and from which Policy Years, Policy Months and Policy Anniversaries
are determined. The Effective Date is the date the Company becomes obligated
under the


                                       13
<PAGE>   17
Policy and when the first monthly deductions are deducted from the Policy Value.
The Issue Date is the date from which Suicide and Incontestability are measured.

If an application is accompanied by a check for the initial premium and the
application is accepted:

(i)   the Policy Date will be the date the application and check were received
      at the Service Office (unless a special Policy Date is requested (See
      "Backdating a Policy" below));

(ii)  the Effective Date will be the date the Company's underwriters approve
      issuance of the Policy; and

(iii) the Issue Date will be the date the Company issues the Policy.

If an application accepted by the Company is not accompanied by a check for the
initial premium:

(i)   the Policy Date will be the date the Company issues the Policy (unless a
      special Policy Date is requested (See "Backdating a Policy" below);

(ii)  the Effective Date will be the date the Service Office receives the
      initial premium; and

(iii) the Issue Date will be the date the Company issues the Policy.

The initial premium must be received within 60 days after the Policy Date. If
the premium is not paid or if the application is rejected, the Policy will be
canceled and any partial premiums paid will be returned to the applicant.

MINIMUM INITIAL FACE AMOUNT

Manufacturers Life of America will generally issue a Policy only if it has a
Face Amount of at least $100,000.

BACKDATING A POLICY

Under limited circumstances, the Company may backdate a Policy, upon request, by
assigning a Policy Date earlier than the date the application is signed.
However, in no event will a Policy be backdated earlier than the earliest date
allowed by state law, which is generally three months to one year prior to the
date of application for the Policy. Monthly deductions will be made for the
period the Policy Date is backdated. Regardless of whether or not a policy is
backdated, Net Premiums received prior to the Effective Date of a Policy will be
credited with interest from the date of receipt at the rate of return then being
earned on amounts allocated to the Money Market portfolio.

As of the Effective Date, the premiums paid plus interest credited, net of the
premium charge, will be allocated among the Investment Accounts and/or Fixed
Account in accordance with the policy owner's instructions unless such amount is
first allocated to the Money Market portfolio for the duration of the Right to
Examine period.

TEMPORARY INSURANCE AGREEMENT

In accordance with the Company's underwriting practices, temporary insurance
coverage may be provided under the terms of a Temporary Insurance Agreement.
Generally, temporary life insurance may not exceed $1,000,000 and may not be in
effect for more than 90 days. This temporary insurance coverage will be issued
on a conditional receipt basis, which means that any benefits under such
temporary coverage will only be paid if the life insured meets the Company's
usual and customary underwriting standards for the coverage applied for.

The acceptance of an application is subject to the Company's underwriting rules,
and the Company reserves the right to request additional information or to
reject an application for any reason.

Persons failing to meet standard underwriting classification may be eligible for
a Policy with an additional risk rating assigned to it.


                                       14
<PAGE>   18
RIGHT TO EXAMINE THE POLICY

A Policy may be returned for a refund within 10 days after you received it. Some
states provide a longer period of time to exercise this right. The Policy will
indicate if a longer time period applies. The Policy can be mailed or delivered
to the Manufacturers Life of America agent who sold it or to the Service Office.
Immediately on such delivery or mailing, the Policy shall be deemed void from
the beginning. Within seven days after receipt of the returned Policy at its
Service Office, the Company will refund to the policyholder an amount equal to
either:

(1) the amount of all premiums paid or

(2)
   (a) the difference between payments made and amounts allocated to the
       Separate Account and the Fixed Account; plus 
   (b) the value of the amount allocated to the Separate Account and the Fixed
       Account as of the date the returned Policy is received by the Company;
       minus 
   (c) any partial withdrawals made and policy loans taken.

Whether the amount described in (1) or (2) is refunded depends on the
requirements of the applicable state.

If a policyowner requests an increase in face amount which results in new
surrender charges, he or she will have the same rights as described above to
cancel the increase. If canceled, the Policy Value and the surrender charges
will be recalculated to the amounts they would have been had the increase not
taken place. A policyowner may request a refund of all or any portion of
premiums paid during the right to examine period, and the Policy Value and the
surrender charges will be recalculated to the amounts they would have been had
the premiums not been paid.

The Company reserves the right to delay the refund of any premium paid by check
until the check has cleared.

LIFE INSURANCE QUALIFICATION

A Policy must satisfy either one of two tests to qualify as a life insurance
contract for purposes of Section 7702 of the Internal Revenue Code of 1986, as
amended. At the time of application, the policyowner must choose either the Cash
Value Accumulation Test or the Guideline Premium Test. The test cannot be
changed once the Policy is issued.

CASH VALUE ACCUMULATION TEST

   
Under the Cash Value Accumulation Test ("CVAT"), the Policy Value must be less
than the Net Single Premium necessary to fund future Policy benefits, assuming
guaranteed charges and 4% net interest. To ensure that a Policy meets the CVAT,
the Company will generally increase the death benefit, temporarily, to the
required minimum amount. However, the Company reserves the right to require
evidence of insurability should a premium payment cause the death benefit to
increase by more than the premium payment amount. Any excess premiums will be
refunded.
    

GUIDELINE PREMIUM TEST

The Guideline Premium Test restricts the maximum premiums that may be paid into
a life insurance policy for a given death benefit. The policy's death benefit
must also be at least equal to the Minimum Death Benefit (described below).

Changes to the Policy may affect the maximum amount of premiums, such as:

- -     A change in the policy's Face Amount.
- -     A change in the death benefit option.
- -     Partial Withdrawals.
- -     Addition or deletion of supplementary benefits.

Any of the above changes could cause the total premiums paid to exceed the new
maximum limit. In this situation, the Company may refund any excess premiums
paid. In addition, these changes could reduce the future premium limitations.


                                       15
<PAGE>   19
The Guideline Premium Test requires a life insurance policy to meet minimum
ratios of life insurance coverage to policy value. This is achieved by ensuring
that the death benefit is at all times at least equal to the Minimum Death
Benefit. The Minimum Death Benefit on any date is defined as the Policy Value on
that date times the applicable Minimum Death Benefit Percentage for the Attained
Age of the life insured. The Minimum Death Benefit Percentages for this test
appear in the Policy.

DEATH BENEFITS

If the Policy is in force at the time of the death of the life insured, the
Company will pay an insurance benefit. The amount payable will be the death
benefit under the selected death benefit option, plus any amounts payable under
any supplementary benefits added to the Policy, less the Policy Debt and less
any outstanding monthly deductions due. The insurance benefit will be paid in
one lump sum unless another form of settlement option is agreed to by the
beneficiary and the Company. If the insurance benefit is paid in one sum, the
Company will pay interest from the date of death to the date of payment. If the
life insured should die after the Company's receipt of a request for surrender,
no insurance benefit will be payable, and the Company will pay only the Net Cash
Surrender Value.

DEATH BENEFIT OPTIONS

There are two death benefit options, described below.

DEATH BENEFIT OPTION 1

Under Option 1 the death benefit is the Face Amount of the Policy at the date of
death or, if greater, the Minimum Death Benefit.

DEATH BENEFIT OPTION 2

Under Option 2 the death benefit is the Face Amount plus the Policy Value of the
Policy at the date of death or, if greater, the Minimum Death Benefit.

CHANGING THE DEATH BENEFIT OPTION

The death benefit option may be changed once each Policy Year after the first
Policy Year. The change will occur on the first day of the next Policy Month
after a written request for a change is received at the Service Office. The
Company reserves the right to limit a request for a change if the change would
cause the Policy to fail to qualify as life insurance for tax purposes. The
Company will not allow a change in death benefit option if it would cause the
Face Amount to decrease below $100,000.

A change in the death benefit option will result in a change in the Policy's
Face Amount, in order to avoid any change in the amount of the death benefit, as
follows:

CHANGE FROM OPTION 1 TO OPTION 2

The new Face Amount will be equal to the Face Amount prior to the change minus
the Policy Value as of the date of the change.

CHANGE FROM OPTION 2 TO OPTION 1

The new Face Amount will be equal to the Face Amount prior to the change plus
the Policy Value as of the date of the change.

No new Surrender Charges will apply to an increase in Face Amount solely due to
a change in the death benefit option.


                                       16
<PAGE>   20
CHANGING THE FACE AMOUNT

Subject to the limitations stated in this Prospectus, a policyowner may, upon
written request, increase or decrease the Face Amount of the Policy. The Company
reserves the right to limit a change in Face Amount so as to prevent the Policy
from failing to qualify as life insurance for tax purposes.

INCREASE IN FACE AMOUNT

Increases in Face Amount may be made once each Policy Year after the first
Policy Year. Any increase in Face Amount must be at least $50,000. An increase
will become effective at the beginning of the policy month following the date
Manufacturers Life of America approves the requested increase. Increases in Face
Amount are subject to satisfactory evidence of insurability. The Company
reserves the right to refuse a requested increase if the life insured's Attained
Age at the effective date of the increase would be greater than the maximum
issue age for new Policies at that time.

NEW SURRENDER CHARGES FOR AN INCREASE

   
An increase in face amount will usually result in the Policy being subject to
new surrender charges. The new surrender charges will be computed as if a new
Policy were being purchased for the increase in face amount. The premiums
attributable to the new Face Amount will not exceed the surrender charge premium
limit associated with that increase. There will be no new surrender charges
associated with restoration of a prior decrease in Face Amount. As with the
purchase of a Policy, a policyowner will have a free look right with respect to
any increase resulting in new surrender charges.
    

An additional premium may be required for a face amount increase, and a new
No-Lapse Guarantee Premium will be determined, if the No-Lapse Guarantee is in
effect at the time of the face amount increase.

INCREASE WITH PRIOR DECREASES

If, at the time of the increase, there have been prior decreases in Face Amount,
these prior decreases will be restored first. The insurance coverage eliminated
by the decrease of the oldest Face Amount will be deemed to be restored first.

CHANGING BOTH THE FACE AMOUNT AND THE DEATH BENEFIT OPTION

If a policyowner requests to change both the Face Amount and the Death Benefit
Option in the same month, the Death Benefit Option change shall be deemed to
occur first.


DECREASE IN FACE AMOUNT

Decreases in Face Amount may be made once each Policy Year after the first
Policy Year. Any decrease in Face Amount must be at least $50,000. A written
request from a policyowner for a decrease in the Face Amount will be effective
at the beginning of the Policy Month following the date Manufacturers Life of
America approves the requested decrease. If there have been previous increases
in Face Amount, the decrease will be applied to the most recent increase first
and thereafter to the next most recent increases successively. Under no
circumstances should the sum of all decreases cause the policy to fall below the
minimum Face Amount of $100,000.

PREMIUM PAYMENTS

INITIAL PREMIUMS

No premiums will be accepted prior to receipt of a completed application by the
Company. All premiums received prior to the Effective Date of the Policy will be
held in the general account and credited with interest from the date of receipt
at the rate of return then being earned on amounts allocated to the Money Market
Trust.

The minimum initial premium is one-twelfth of the No-Lapse Guarantee Premium.

On the later of the Effective Date or the date a premium is received, the Net
Premiums paid plus interest credited will be allocated among the Investment
Accounts or the Fixed Account in accordance with the policyowner's instructions.


                                       17
<PAGE>   21
SUBSEQUENT PREMIUMS

After the payment of the initial premium, premiums may be paid at any time and
in any amount until the life insured's Attained Age 100, subject to the
limitations on premium amount described below.

A Policy will be issued with a planned premium, which is based on the amount of
premium the policyowner wishes to pay. Manufacturers Life of America will send
notices to the policyowner setting forth the planned premium at the payment
interval selected by the policyowner. However, the policyowner is under no
obligation to make the indicated payment.

The Company may refuse any premium payment that would cause the Policy to fail
to qualify as life insurance under the Internal Revenue Code. The Company also
reserves the right to request evidence of insurability if a premium payment
would result in an increase in the Death Benefit that is greater than the
increase in Policy Value.

Payment of premiums will not guarantee that the Policy will stay in force.
Conversely, failure to pay premiums will not necessarily cause the Policy to
lapse.

All Net Premiums received on or after the Effective Date will be allocated among
Investment Accounts or the Fixed Account as of the Business Day the premiums
were received at the Service Office. Monthly deductions are due on the Policy
Date and at the beginning of each Policy Month thereafter. However, if due prior
to the Effective Date, they will be taken on the Effective Date instead of the
dates they were due.

MAXIMUM PREMIUM LIMITATION

If the Policy is issued under the Guideline Premium Test, in no event may the
total of all premiums paid exceed the then current maximum premium limitations
established by federal income tax law for a Policy to qualify as life insurance.

If, at any time, a premium is paid which would result in total premiums
exceeding the above maximum premium limitation, the Company will only accept
that portion of the premium which will make the total premiums equal to the
maximum. Any part of the premium in excess of that amount will be returned and
no further premiums will be accepted until allowed by the then current maximum
premium limitation.

PREMIUM ALLOCATION

Premiums may be allocated to the Fixed Account for accumulation at a rate of
interest equal to at least 4% or to one or more of the Investment Accounts for
investment in the Portfolio shares held by the corresponding sub-account of the
Separate Account. Allocations among the Investment Accounts and the Fixed
Account are made as a percentage of the premium. The percentage allocation to
any account may be any number between zero and 100, provided the total
allocation equals 100. A policyowner may change the way in which premiums are
allocated at any time without charge. The change will take effect on the date a
written request for change satisfactory to the Company is received at the
Service Office.

CHARGES AND DEDUCTIONS

PREMIUM CHARGE

During the first 10 Policy Years, Manufacturers Life of America deducts a
premium charge from each premium payment, equal to 6.6% of the premium.
Thereafter the premium charge is equal to 3.6% of the premium. The premium
charge is designed to cover a portion of the Company's acquisition and sales
expenses and premium taxes. Premium taxes vary from state to state, ranging from
0% to 3.5%.

SURRENDER CHARGES

The Company will deduct a Surrender Charge if during the first 10 years
following the Policy Date, or the effective date of a Face Amount increase:

- -     the Policy is surrendered for its Net Cash Surrender Value,
- -     a partial withdrawal is made, or


                                       18
<PAGE>   22
- -     the Policy lapses.

The surrender charge, together with a portion of the premium charge, is designed
to compensate the Company for some of the expenses it incurs in selling and
distributing the Policies, including agents' commissions, advertising, agent
training and the printing of prospectuses and sales literature.

SURRENDER CHARGE CALCULATION

The Surrender Charge is determined by the following formula (the calculation is
also described in words below):

Surrender Charge = (Surrender Charge Rate)x (Face Amount associated with the
Surrender Charge / 1000)x(Grading Percentage)

Definitions of the Formula Factors Above

      Face Amount of the Policy Associated with the Surrender Charge

The Face Amount associated with the Surrender Charge equals the Face Amount for
which the Surrender Charge is being applied. The Face Amount may be increased or
decreased as described under "Changing the Face Amount" above.

      Surrender Charge Rate (the calculation is also described in words below)

Surrender Charge Rate = (X) + (80%)x(Surrender Charge Premium)

Where "X" is equal to:

<TABLE>
<CAPTION>
                       Table for Rate per $1,000 of Face:

Age         Rate per $1,000 of Face      Age             Rate per $1,000 of Face
<S>                 <C>                 <C>             <C>
0                    $2.00               18              $4.25
1                     2.13               19              4.38
2                     2.25               20              4.50
3                     2.38               21              5.00
4                     2.50               22              5.50
5                     2.63               23              6.00
6                     2.75               24              6.50
7                     2.88               25              7.00
8                     3.00               26              7.20
9                     3.13               27              7.40
10                    3.25               28              7.60
11                    3.38               29              7.80
12                    3.50               30              8.00
13                    3.63               31              8.04
14                    3.75               32              8.08
15                    3.88               33              8.12
16                    4.00               34              8.16
17                    4.13               35 and over     8.20
</TABLE>

      The Surrender Charge Premium is the lesser of:

      a.    the premiums paid during the first Policy Year per $1,000 of Face
            Amount at issue or following a Face Amount increase, and


                                       19
<PAGE>   23
      b.    the Surrender Charge Premium Limit specified in the Policy per
            $1,000 of Face Amount.

      Grading Percentage

The grading percentages during the Surrender Charge Period and set forth in the
table below apply to the initial Face Amount and to all subsequent Face Amount
increases.

The grading percentage is based on the Policy Year in which the transaction
causing the assessment of the charge occurs as set forth in the table below:

<TABLE>
<CAPTION>
Surrender                         Surrender Charge
Charge Period                    Grading Percentage
<S>                                    <C>
  1                                     100%

  2                                      90%

  3                                      80%

  4                                      70%

  5                                      60%

  6                                      50%

  7                                      40%

  8                                      30%

  9                                      20%

 10                                      10%

 11                                       0%
</TABLE>

Within a Policy Year, grading percentages will be interpolated on a monthly
basis. For example, if the policyowner surrenders the Policy during the fourth
month of Policy Year 4, the grading percentage will be 67.5%.

Formulas Described in Words

Surrender Charge

The Surrender Charge is determined by multiplying the Surrender Charge Rate by
the Face Amount associated with the Surrender Charge divided by 1000. The amount
obtained is then multiplied by the Grading Percentage, a percent which starts at
100% and grades down each policy year to zero over a period not to exceed 10
years.


                                       20
<PAGE>   24
Surrender Charge Rate

The Surrender Charge Rate is equal to the sum of (a) plus (b) where (a) equals X
(see Table above) and (b) equals 80% times the Surrender Charge Premium.

Illustration of Maximum Surrender Charge Calculation

Assumptions

- -     45 year old male (standard risks and nonsmoker status)
- -     Policy issued 7 years ago
- -     $7,785 in premiums has been paid on the Policy in equal annual
      installments over the 7 year period
- -     Surrender Charge Premium for the Policy is $15.26
- -     Face Amount of the Policy at issue is $500,000 and no increases have
      occurred
- -     Policy is surrendered during the first month of the seventh policy year.

Maximum Surrender Charge

The maximum Surrender Charge to be assessed would be $4,082 determined as
follows:

First, the Surrender Charge Rate is determined by applying the Surrender Charge
Rate formula as set forth below.

      Surrender Charge Rate = (8.20) + (80%) x (Surrender Charge Premium)

      $20.41 = (8.20) + (80%) x (15.26)

      The Surrender Charge Rate is equal to $20.41

Second, the Surrender Charge Rate is entered into the Surrender Charge formula
and the Surrender Charge is determined as set forth below.

      Surrender Charge = (Surrender Charge Rate)x (Face Amount of the Policy
      associated with the Surrender Charge / 1000)x(Grading Percentage)

      $4,082 = (20.41) x ($500,000 /1000) x (40%)

      The maximum Surrender Charge is equal to $4,082.

Depending upon the Face Amount of the Policy, the age of the insured at issue,
premiums paid under the Policy and the performance of the underlying investment
options, the Policy may have no Cash Surrender Value and therefore, the
policyowner may receive no surrender proceeds upon surrendering the Policy.

SURRENDER CHARGES ON A PARTIAL WITHDRAWAL

A partial withdrawal will result in the assessment of a portion of the Surrender
Charges to which the Policy is subject. The portion of the Surrender Charges
assessed will be based on the ratio of the amount of the withdrawal to the Net
Cash Surrender Value of the Policy as at the date of the withdrawal. The
Surrender Charges will be deducted from the Policy Value at the time of the
partial withdrawal on a pro-rata basis from each of the Investment Accounts and
the Fixed Account. If the amount in the accounts is not sufficient to pay the
Surrender Charges assessed, then the amount of the withdrawal will be reduced.

Whenever a portion of the surrender charges is deducted as a result of a partial
withdrawal, the Policy's remaining surrender charges will be reduced in the same
proportion that the surrender charge deducted bears to the total surrender
charge immediately before the partial withdrawal.


                                       21
<PAGE>   25
MONTHLY CHARGES

On the Policy Date and at the beginning of each Policy Month, a deduction is due
from the Net Policy Value to cover certain charges in connection with the Policy
until the Policy Anniversary when the life insured reaches Attained Age 100,
unless certain riders are in effect in which case such charges may continue. If
there is a Policy Debt under the Policy, loan interest and principal will
continue to be payable at the beginning of each Policy Month. Monthly deductions
due prior to the Effective Date will be taken on the Effective Date instead of
the dates they were due. The charges consist of:

- -     a monthly administration charge;
- -     a monthly charge for the cost of insurance;
- -     a monthly mortality and expense risk charge;
   
- -     a monthly charge, if applicable, for any supplementary benefits added to
      the Policy.
    

Unless otherwise allowed by the Company and specified by the policyowner, the
Monthly Deduction will be allocated among the Investment Accounts and the Fixed
Account in the same proportion as the Policy value in each bears to the Net
Policy Value.

ADMINISTRATION CHARGE

This charge will be equal to $30 per Policy Month in the first Policy Year. For
all subsequent Policy Years, the administration charge will be $15 per Policy
Month. The charge is designed to cover certain administrative expenses
associated with the Policy, including maintaining policy records, collecting
premiums and processing death claims, surrender and withdrawal requests and
various changes permitted under the Policy.

COST OF INSURANCE CHARGE

The monthly charge for the cost of insurance is determined by multiplying the
applicable cost of insurance rate times the net amount at risk at the beginning
of each Policy Month. The cost of insurance rate and the net amount at risk are
determined separately for the initial Face Amount and for each increase in Face
Amount. In determining the net amount at risk, if there have been increases in
the Face Amount, the Policy Value shall first be considered a part of the
initial Face Amount. If the Policy Value exceeds the initial Face Amount, it
shall then be considered a part of the additional increases in Face Amount
resulting from the increases, in the order the increases occurred.

For Death Benefit Option 1, the net amount at risk is equal to the greater of
zero, or the result of (a) minus (b) where:

(a) is the death benefit as of the first day of the Policy Month, divided by
1.0032737; and

(b) is the Policy Value as of the first day of the Policy Month after the
deduction of monthly cost of insurance.

For Death Benefit Option 2, the net amount at risk is equal to the Face Amount
of insurance.

The rates for the cost of insurance are based upon the issue age, duration of
coverage, sex, and Risk Classification of the life insured.

Cost of insurance rates will generally increase with the age of the life
insured. The first year cost of insurance rate is guaranteed.

The cost of insurance rates reflect the Company's expectations as to future
mortality experience. The rates may be re-determined from time to time on a
basis which does not unfairly discriminate within the class of life insured. In
no event will the cost of insurance rates exceed the guaranteed rates set forth
in the Policy except to the extent that an extra charge is imposed because of an
additional rating applicable to the Life insured. After the first Policy Year,
the cost of insurance will generally increase on each Policy Anniversary. The
guaranteed rates are based on the 1980 Commissioners Smoker Distinct Mortality
tables.


                                       22
<PAGE>   26
CHARGES FOR SUPPLEMENTARY BENEFITS

   
If the Policy includes Supplementary Benefits, a charge may apply to such
Supplementary Benefit.
    

MORTALITY AND EXPENSE RISK CHARGE

A monthly charge is assessed against the Policy Value equal to a percentage of
the Policy Value. This charge is to compensate the Company for the mortality and
expense risks it assumes under the Policy. The mortality risk assumed is that
life insured may live for a shorter period of time than the Company estimated.
The expense risk assumed is that expenses incurred in issuing and administering
the Policy will be greater than the Company estimated. The Company will realize
a gain from this charge to the extent it is not needed to provide benefits and
pay expenses under the Policy.

The charge varies by Policy Year as follows:

<TABLE>
<CAPTION>
                     Guaranteed Monthly Mortality and      Equivalent Annual
Policy Year          Expense Risk Charge                   Mortality and Expense
                                                           Risk Charge
<S>                 <C>                                   <C>
1-10                 0.0627%                               0.75%
11                   0.0209%                               0.25%
</TABLE>

CHARGES FOR TRANSFERS

A charge of $25 will be imposed on each transfer in excess of twelve in a Policy
Year. The charge will be deducted from the Investment Account or the Fixed
Account to which the transfer is being made. All transfer requests received by
the Company on the same Business Day are treated as a single transfer request.

REDUCTION IN CHARGES

The Policy is available for purchase by corporations and other groups or
sponsoring organizations. Group or sponsored arrangements may include reduction
or elimination of withdrawal charges and deductions for employees, officers,
directors, agents and immediate family members of the foregoing. Manufacturers
Life of America reserves the right to reduce any of the Policy's charges on
certain cases where it is expected that the amount or nature of such cases will
result in savings of sales, underwriting, administrative, commissions or other
costs. Eligibility for these reductions and the amount of reductions will be
determined by a number of factors, including the number of lives to be insured,
the total premiums expected to be paid, total assets under management for the
policyowner, the nature of the relationship among the insured individuals, the
purpose for which the policies are being purchased, expected persistency of the
individual policies, and any other circumstances which Manufacturers Life of
America believes to be relevant to the expected reduction of its expenses. Some
of these reductions may be guaranteed and others may be subject to withdrawal or
modification, on a uniform case basis. Reductions in charges will not be
unfairly discriminatory to any policyowners. Manufacturers Life of America may
modify from time to time, on a uniform basis, both the amounts of reductions and
the criteria for qualification.


SPECIAL PROVISIONS FOR EXCHANGES

The Company will permit owners of certain fixed life insurance policies issued
either by the Company or Manufacturers Life Insurance Company (U.S.A.) to
exchange their policies for the Policies described in this prospectus (and
likewise, owners of policies described in this Prospectus may also exchange
their Policies for certain fixed policies issued either by the Company or by
Manufacturers Life Insurance Company (U.S.A)). Policyowners considering an
exchange should consult their tax advisers as to the tax consequences of an
exchange.


                                       23
<PAGE>   27
COMPANY TAX CONSIDERATIONS

At the present time, the Company makes no charge to the Separate Account for any
federal, state, or local taxes that the Company incurs that may be attributable
to 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.

POLICY VALUE

DETERMINATION OF THE POLICY VALUE

A Policy has a Policy Value, a portion of which is available to the policyowner
by making a policy loan or partial withdrawal, or upon surrender of the Policy.
The Policy Value may also affect the amount of the death benefit. The Policy
Value at any time is equal to the sum of the values in the Investment Accounts,
the Fixed Account, and the Loan Account.

INVESTMENT ACCOUNTS

An Investment Account is established under each Policy for each sub-account of
the Separate Account to which net premiums or transfer amounts have been
allocated. Each Investment Account under a Policy measures the interest of the
Policy in the corresponding sub-account. The value of the Investment Account
established for a particular sub-account is equal to the number of units of that
sub-account credited to the Policy times the value of such units.

FIXED ACCOUNT

Amounts in the Fixed Account do not vary with the investment performance of any
sub-account. Instead, these amounts are credited with interest at a rate
determined by Manufacturers Life of America. For a detailed description of the
Fixed Account, see "The General Account - Fixed Account".

LOAN ACCOUNT

Amounts borrowed from the Policy are transferred to the Loan Account. Amounts in
the Loan Account do not vary with the investment performance of any sub-account.
Instead, these amounts are credited with interest at a rate which is equal to
the amount charged on the outstanding Policy Debt less the Loan Spread. For a
detailed description of the Loan Account, see "Policy Loans - Loan Account".

UNITS AND UNIT VALUES

CREDITING AND CANCELING UNITS

Units of a particular sub-account are credited to a Policy when net premiums are
allocated to that sub-account or amounts are transferred to that sub-account.
Units of a sub-account are canceled whenever amounts are deducted, transferred
or withdrawn from the sub-account. The number of units credited or canceled for
a specific transaction is based on the dollar amount of the transaction divided
by the value of the unit on the Business Day on which the transaction occurs.
The number of units credited with respect to a premium payment will be based on
the applicable unit values for the Business Day on which the premium is received
at the Service Office, except for any premiums received before the Effective
Date. For premiums received before the Effective Date, the values will be
determined on the Effective Date.

A Business Day is any day that the New York Stock Exchange is open for business.
A Business Day ends at the close of regularly scheduled trading of the New York
Stock Exchange (currently 4:00 p.m. Eastern Time) on that day.

Units are valued at the end of each Business Day. When an order involving the
crediting or canceling of units is received after the end of a Business Day, or
on a day which is not a Business Day, the order will be processed on the basis
of unit values determined on the next Business Day. Similarly, any determination
of Policy Value, Investment Account value or death benefit to be made on a day
which is not a Business Day will be made on the next Business Day.


                                       24
<PAGE>   28
UNIT VALUES

The value of a unit of each sub-account was initially fixed at $10.00. For each
subsequent Business Day the unit value for that sub-account is determined by
multiplying the unit value for the immediately preceding Business Day by the net
investment factor for the that sub-account on such subsequent Business Day.

The net investment factor for a sub-account on any Business Day is equal to (a)
divided by (b) where:

(a)   is the net asset value of the underlying Portfolio shares held by that
      sub-account as of the end of such Business Day before any policy
      transactions are made on that day; and

(b)   is the net asset value of the underlying Portfolio shares held by that
      sub-account as of the end of the immediately preceding Business Day after
      all policy transactions were made for that day;

The value of a unit may increase, decrease, or remain the same, depending on the
investment performance of a sub-account from one Business Day to the next.

TRANSFERS OF POLICY VALUE
At any time, a policyowner may transfer Policy Value from one sub-account to
another or to the Fixed Account. Transfer requests must be in writing in a
format satisfactory to the Company, or by telephone if a currently valid
telephone transfer authorization form is on file.

The Company reserves the right to impose limitations on transfers, including the
maximum amount that may be transferred. In addition, transfer privileges are
subject to any restrictions that may be imposed by the Trust.

While the Policy is in force, the policyowner may transfer the Policy Value from
any of the Investment Accounts to the Fixed Account without incurring transfer
charges:

(a)   within eighteen months after the Issue Date; or

(b)   within 60 days of the effective date of a material change in the
      investment objectives of any of the sub-accounts or within 60 days of the
      date of notification of such change, whichever is later.

Such transfers will not count against the twelve transfers that may be made free
of charge in any Policy Year.

TRANSFER CHARGES

A policyowner may make up to 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 deducted from the Investment Account or the Fixed
Account to which the transfer is being made. All transfer requests received by
the Company on the same Business Day are treated as a single transfer request.

Transfers under the Dollar Cost Averaging and Asset Allocation Balancer programs
do not count against the number of free transfers permitted per Policy Year.

TRANSFERS INVOLVING FIXED ACCOUNT

The maximum amount that may be transferred from the Fixed Account in any one
Policy Year is the greater of $500 or 15% of the Fixed Account Value at the
previous Policy Anniversary. Any transfer which involves a transfer out of the
Fixed Account may not involve a transfer to the Investment Account for the Money
Market Trust.

TELEPHONE TRANSFERS

Although failure to follow reasonable procedures may result in the Company being
liable for any losses resulting from unauthorized or fraudulent telephone
transfers, Manufacturers Life of America will not be liable for following
instructions communicated by telephone that the Company reasonably believes to
be genuine. The Company will employ reasonable


                                       25
<PAGE>   29
procedures to confirm that instructions communicated by telephone are genuine.
Such procedures shall consist of confirming that a valid telephone authorization
form is on file, tape recording of all telephone transactions and providing
written confirmation thereof.

DOLLAR COST AVERAGING

The Company will offer policyowners a Dollar Cost Averaging ("DCA") program.
Under DCA program, the policyowner will designate an amount which will be
transferred monthly from one Investment Account into any other Investment
Account(s) or the Fixed Account. Currently, no charge will be made for this
program, although the Company reserves the right to institute a charge on 90
days' written notice to the policyholder. If insufficient funds exist to effect
a DCA transfer, the transfer will not be effected and the policyowner will be so
notified.

The Company reserves the right to cease to offer this program as of 90 days
after written notice is sent to the policyowner.

ASSET ALLOCATION BALANCER TRANSFERS

Under the Asset Allocation Balancer program the policyowner will designate an
allocation of Policy Value among Investment Accounts. At six-month intervals
beginning six months after the Policy Date, the Company will move amounts among
the Investment Accounts as necessary to maintain the policyowner's chosen
allocation. A change to the policyowner premium allocation instructions will
automatically result in a change in Asset Allocation Balancer instructions so
that the two are identical unless the policyowner either instructs Manufacturers
of America otherwise or has elected the Dollar Cost Averaging program.
Currently, there is no charge for this program; however, the Company reserves
the right to institute a charge on 90 days' written notice to the policyowner.

The Company reserves the right to cease to offer this program as of 90 days
after written notice is sent to the policyowner.

POLICY LOANS

While this Policy is in force and has an available loan value, a policyowner may
borrow against the Policy Value of the Policy. The Policy serves as the only
security for the loan. Policy loans may have tax consequences, see "Tax
Treatment of Policy Benefits - Interest on Policy Loans After Ten Years" and
"Tax Treatment of Policy Benefits - Policy Loan Interest."

MAXIMUM LOANABLE AMOUNT

The Maximum Loanable Amount is 90% of the Policy's Net Cash Surrender Value.

EFFECT OF POLICY LOAN

A policy loan will have an effect on future Policy Values, since that portion of
the Policy Value in the Loan Account will increase in value at the crediting
interest rate rather than varying with the performance of the underlying
Portfolios or increasing in value at the rate of interest credited for amounts
allocated to the Fixed Account. A policy loan may cause a Policy to be more
susceptible to going into default since a policy loan will be reflected in the
Net Cash Surrender Value. See "Lapse and Reinstatement." In addition, a policy
loan may result in a Policy's failing to satisfy the No-Lapse Guarantee
Cumulative Premium Test since the Policy Debt is subtracted from the sum of the
premiums paid in determining whether this test is satisfied. Finally, a policy
loan will affect the amount payable on the death of the life insured, since the
death benefit is reduced by the Policy Debt at the date of death in arriving at
the insurance benefit.

INTEREST CHARGED ON POLICY LOANS

Interest on the Policy Debt will accrue daily and be payable annually on the
Policy Anniversary. During the first 10 Policy Years, the rate of interest
charged will be an effective annual rate of 5.25%. Thereafter, the rate of
interest charged will be an effective annual rate of 4%, subject to the
Company's reservation of the right to increase the rate as described under the
heading "Tax Treatment of the Policy - Interest on Policy Loans After Year 10."
If the interest due on a Policy Anniversary is not paid by the policyowner, the
interest will be borrowed against the Policy.


                                       26
<PAGE>   30
Interest on the Policy Debt will continue to accrue daily if there is an
outstanding loan when monthly deductions and premium payments cease when the
life insured reaches age 100. The Policy will go into default at any time the
Policy Debt exceeds the Cash Surrender Value. At least 61 days prior to
termination, the Company will send the policyowner a notice of the pending
termination. Payment of interest on the Policy Debt during the 61 day grace
period will bring the policy out of default.

LOAN ACCOUNT

When a loan is made, an amount equal to the loan principal, plus interest to the
next Policy Anniversary, will be deducted from the Investment Accounts or the
Fixed Account and transferred to the Loan Account. Amounts transferred into the
Loan Account cover the loan principal plus loan interest due to the next Policy
Anniversary. The policyowner may designate how the amount to be transferred to
the Loan Account is allocated among the accounts from which the transfer is to
be made. In the absence of instructions, the amount to be transferred will be
allocated to each account in the same proportion as the value in each Investment
Account and the Fixed Account bears to the Net Policy Value. A transfer from an
Investment Account will result in the cancellation of units of the underlying
sub-account equal in value to the amount transferred from the Investment
Account. However, since the Loan Account is part of the Policy Value, transfers
made in connection with a loan will not change the Policy Value.

INTEREST CREDITED TO THE LOAN ACCOUNT

Interest will be credited to amounts in the Loan Account at an effective annual
rate of at least 4.00%. The actual rate credited is equal to the rate of
interest charged on the policy loan less than the Loan Interest Credited
Differential, which is currently 1.25% during the first ten policy years and 0%
thereafter, and is guaranteed not to exceed 1.25%. (The Loan Interest Credited
Differential is the difference between the rate of interest charged on a policy
loan and the rate of interest credited to amounts in the Loan Account.) The tax
consequences associated with a loan interest credited differential of 0% are
unclear. A tax advisor should be consulted before effecting a loan to evaluate
the tax consequences that may arise in such a situation. The Company may change
the Current Loan Interest Credited Differential as of 90 days after sending you
written notice of such change.

LOAN ACCOUNT ADJUSTMENTS

On the first day of each Policy Anniversary the difference between the Loan
Account and the Policy Debt is transferred to the Loan Account from the
Investment Accounts or the Fixed Account. Amounts transferred to the Loan
Account will be taken from the Investment Accounts and the Fixed Account in the
same proportion as the value in each Investment Account and the Fixed Account
bears to the Net Policy Value.

LOAN REPAYMENTS

Policy Debt may be repaid in whole or in part at any time prior to the death of
the life insured, provided that the Policy is in force. When a repayment is
made, the amount is credited to the Loan Account and transferred to the Fixed
Account or the Investment Accounts. Loan repayments will be allocated first to
the Fixed Account until the associated Loan Sub-Account is reduced to zero and
then to each Investment Account in the same proportion as the value in the
corresponding Loan Sub-Account bears to the value of the Loan Account.

Amounts paid to the Company not specifically designated in writing as loan
repayments will be treated as premiums. Where permitted by applicable state law,
when a portion of the Loan Account amount is allocated to the Fixed Account, the
Company may require that any amounts paid to it be applied to outstanding loan
balances.

POLICY SURRENDER AND PARTIAL WITHDRAWALS

POLICY SURRENDER

A Policy may be surrendered for its Net Cash Surrender Value at any time while
the life insured is living. The Net Cash Surrender Value is equal to the Policy
Value less any surrender charges and outstanding monthly deductions due (the
"Cash Surrender Value") minus the Policy Debt. If there have been any prior Face
Amount increases, the Surrender Charge will be the sum of the Surrender Charge
for the Initial Face Amount plus the Surrender Charge for each increase. The Net
Cash


                                       27
<PAGE>   31
Surrender Value will be determined as of 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.

PARTIAL WITHDRAWALS

A policyowner may make a partial withdrawal of the Net Cash Surrender Value once
each Policy Month after the first Policy Anniversary. The policyowner may
specify the portion of the withdrawal to be taken from each Investment Account
and the Fixed Account. In the absence of instructions, the withdrawal will be
allocated among such accounts in the same proportion as the Policy Value in each
account bears to the Net Policy Value. For information on Surrender Charges on a
Partial Withdrawal see "Charges and Deductions - Surrender Charges."

Withdrawals will be limited if they would otherwise cause the Face Amount to
fall below $100,000.

REDUCTION IN FACE AMOUNT DUE TO A PARTIAL WITHDRAWAL

If Death Benefit Option 1 is in effect when a partial withdrawal is made, the
Face Amount of the Policy will be reduced by the amount of the withdrawal plus
any applicable Surrender Charges.

If the death benefit is based upon the Policy Value times the minimum death
benefit percentage set forth under "Death Benefit Minimum Death Benefit," the
Face Amount will be reduced only to the extent that the amount of the withdrawal
plus the portion of the Surrender Charge assessed exceeds the difference between
the death benefit and the Face Amount. When the Face Amount of a Policy is based
on one or more increases subsequent to issuance of the Policy, a reduction
resulting from a partial withdrawal will be applied in the same manner as a
requested decrease in Face Amount, i.e., against the Face Amount provided by the
most recent increase, then against the next most recent increases successively
and finally against the initial Face Amount.

Partial withdrawals do not affect the Face Amount of a Policy if Death Benefit
Option 2 is in effect.

LAPSE AND REINSTATEMENT

LAPSE

Unless the No-Lapse Guarantee is in effect, a Policy will go into default if at
the beginning of any Policy Month the Policy's Net Cash Surrender Value would be
zero or below after deducting the monthly deduction then due. Therefore, a
Policy could lapse eventually if increases in Policy Value (prior to deduction
of Policy charges) are not sufficient to cover Policy charges. A lapse could
have adverse tax consequences as described under "Tax Treatment of the Policy -
Tax Treatment of Policy Benefits Surrender or Lapse." The Company will notify
the policyowner of the default and will allow a 61 day grace period in which the
policyowner may make a premium payment sufficient to bring the Policy out of
default. The required payment will be equal to the amount necessary to bring the
Net Cash Surrender Value to zero, if it was less than zero on the date of
default, plus the monthly deductions due at the date of default and payable at
the beginning of each of the two Policy Months thereafter, plus any applicable
premium charge. If the required payment is not received by the end of the grace
period, the Policy will terminate with no value.

NO-LAPSE GUARANTEE

In those states where it is permitted, as long as the No-Lapse Guarantee
Cumulative Premium Test is satisfied during the No-Lapse Guarantee Period, as
described below, the Company will guarantee that the Policy will not go into
default, even if adverse investment experience or other factors should cause the
Policy's Net Cash Surrender Value to fall to zero or below during such period.

The Monthly No-Lapse Guarantee Premium is one-twelfth of the No-Lapse Guarantee
Premium.

The No-Lapse Guarantee Premium is set at issue and reflects any Additional
Rating and Supplementary Benefits, if applicable. It is subject to change if (i)
the face amount of the Policy is changed, (ii) there is a Death Benefit Option
change, (iii) there is a decrease in the Face Amount of insurance due to a
partial withdrawal, or (iv) there is any change in the


                                       28
<PAGE>   32
supplementary benefits added to the Policy or in the risk classification of the
life insured.

Depending upon applicable state law requirements, the No-Lapse Guarantee Period
is fixed at the lesser of ten years or the life insured's age 95.

While the No-Lapse Guarantee is in effect, the Company will determine at the
beginning of the Policy Month that your policy would otherwise be in default,
whether the No-Lapse Guarantee Cumulative Premium Test, described below, has
been met. If the test has not been satisfied, the Company will notify the
policyowner of that fact and allow a 61-day grace period in which the
policyowner may make a premium payment sufficient to keep the policy from going
into default. This required payment, as described in the notification to the
policyowner, will be equal to the lesser of:

(a)   the outstanding premium requirement to satisfy the No-Lapse Guarantee
      Cumulative Premium Test at the date of default, plus the Monthly No-Lapse
      Guarantee Premium due for the next two Policy Months, or

(b)   the amount necessary to bring the Net Cash Surrender Value to zero plus
      the monthly deductions due, plus the next two monthly deductions plus the
      applicable premium charge.

If the required payment is not received by the end of the grace period, the
No-Lapse Guarantee and the Policy will terminate.

NO-LAPSE GUARANTEE CUMULATIVE PREMIUM TEST

The No-Lapse Guarantee Cumulative Premium Test is satisfied if, as of the
beginning of the Policy Month that your policy would otherwise be in default,
the sum of all premiums paid to date less any gross withdrawals taken on or
before the date of the test and less any policy debt is equal to or exceeds the
sum of the Monthly No-Lapse Guarantee Premiums due from the Policy Date to the
date of the test.

DEATH DURING GRACE PERIOD

If the life insured should die during the grace period, the Policy Value used in
the calculation of the death benefit will be the Policy Value as of the date of
default and the insurance benefit will be reduced by any outstanding Monthly
Deductions due at the time of death.

REINSTATEMENT

A policyowner can reinstate a Policy which has terminated after going into
default at any time within 21 days following the date of termination without
furnishing evidence of insurability, subject to the following conditions:

(a)   The life insured's risk classification is standard or preferred, and

(b)   The life insured's Attained Age is less than 46.

A policyowner can, by making a written request, reinstate a Policy which has
terminated after going into default at any time within the five-year period
following the date of termination subject to the following conditions:

(a)   Evidence of the life insured's insurability, satisfactory to the Company
      is provided to the Company;

(b)   A premium equal to the amount that was required to bring the Policy out of
      default immediately prior to termination, plus the amount needed to keep
      the Policy in force to the next scheduled date for payment of the Planned
      Premium must be paid to the Company.

If the reinstatement is approved, the date of reinstatement will be the later of
the date the Company approves the policyowner's request or the date the required
payment is received at the Company's Service Office. In addition, any surrender
charges will be reinstated to the amount they were at the date of default. The
Policy Value on the date of reinstatement, prior to the crediting of any Net
Premium paid on the reinstatement, will be equal to the Policy Value on the date
the Policy terminated.


                                       29
<PAGE>   33
THE GENERAL ACCOUNT

The general account of Manufacturers Life of America consists of all assets
owned by the Company other than those in the Separate Account and other separate
accounts of the Company. Subject to applicable law, Manufacturers Life of
America has sole discretion over the investment of the assets of the general
account.

By virtue of exclusionary provisions, interests in the general account of
Manufacturers 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 S.E.C. has not reviewed the disclosures in this
prospectus relating to the general account. Disclosures regarding the general
account may, however, be subject to certain generally applicable provisions of
the federal securities laws relating to the accuracy and completeness of
statements made in a prospectus.

FIXED ACCOUNT

A policyowner may elect to allocate net premiums to the Fixed Account or to
transfer all or a portion of the Policy Value to the Fixed Account from the
Investment Accounts. Manufacturers Life of America will hold the reserves
required for any portion of the Policy Value allocated to the Fixed Account in
its general account. Transfers from the Fixed Account to the Investment Accounts
are subject to restrictions.

POLICY VALUE IN THE FIXED ACCOUNT

The Policy Value in the Fixed Account is equal to:

(a)   the portion of the net premiums allocated to it; plus
(b)   any amounts transferred to it; plus
(c)   interest credited to it; less
(d)   any charges deducted from it; less
(e)   any partial withdrawals from it; less
(f)   any amounts transferred from it.

INTEREST ON THE FIXED ACCOUNT

An allocation of Policy Value to the Fixed Account does not entitle the
policyowner to share in the investment experience of the general account.
Instead, Manufacturers Life of America guarantees that the Policy Value in the
Fixed Account will accrue interest daily at an effective annual rate of at least
4%, without regard to the actual investment experience of the general account.
Consequently, if a policyowner pays the planned premiums, allocates all net
premiums only to the general account and makes no transfers, partial
withdrawals, or policy loans, the minimum amount and duration of the death
benefit of the Policy will be determinable and guaranteed.

OTHER PROVISIONS OF THE POLICY

POLICYOWNER RIGHTS

Unless otherwise restricted by a separate agreement, the policyowner may, until
the life insured's death:

- -     Vary the premiums paid under the Policy.
- -     Change the death benefit option.
- -     Change the premium allocation for future premiums.
- -     Transfer amounts between sub-accounts.
- -     Take loans and/or partial withdrawals.
- -     Surrender the contract.
- -     Transfer ownership to a new owner.
- -     Name a contingent owner that will automatically become owner if the
      policyowner dies before the insured.
- -     Change or revoke a contingent owner.
- -     Change or revoke a beneficiary.


                                       30
<PAGE>   34
ASSIGNMENT OF RIGHTS

Manufacturers Life of America will not be bound by an assignment until it
receives a copy of the assignment at its Service Office. Manufacturers Life of
America assumes no responsibility for the validity or effects of any assignment.

BENEFICIARY

One or more beneficiaries of the Policy may be appointed by the policyowner by
naming them in the application. Beneficiaries may be appointed in three classes
- - primary, secondary, and final. Beneficiaries may also be revocable or
irrevocable. Unless an irrevocable designation has been elected, the beneficiary
may be changed by the policyowner during the life insured's lifetime by giving
written notice to Manufacturers Life of America in a form satisfactory to the
Company. The change will take effect as of the date such notice is signed. If
the life insured dies and there is no surviving beneficiary, the policyowner, or
the policyowner's estate if the policyowner is the life insured, will be the
beneficiary. If a beneficiary dies before the seventh day after the death of the
life insured, the Company will pay the insurance benefit as if the beneficiary
had died before the life insured.

INCONTESTABILITY

Manufacturers Life of America will not contest the validity of a Policy after it
has been in force during any life insured's lifetime for two years from the
Issue Date. It will not contest the validity of an increase in Face Amount,
after such increase or addition has been in force during the lifetime of the
life insured for two years. If a Policy has been reinstated and been in force
during the lifetime of the life insured for less than two years from the
reinstatement date, the Company can contest any misrepresentation of a fact
material to the reinstatement.

MISSTATEMENT OF AGE OR SEX

If the stated age or sex, or both, of the life insured in the Policy are
incorrect, Manufacturers Life of America will change the Face Amount so that the
death benefit will be that which the most recent monthly charge for the cost of
insurance would have purchased for the correct age and sex.

SUICIDE EXCLUSION

If the life insured dies by suicide within two years after the Issue Date (or
within the maximum period permitted by the state in which the Policy was
delivered, if less than two years), the Policy will terminate and the Company
will pay only the premiums paid less any partial Net Cash Surrender Value
withdrawal and less any Policy Debt.

If the life insured dies by suicide within two years after the effective date of
an increase in Face Amount, the Company will credit the amount of any Monthly
Deductions taken for the increase and reduce the Face Amount to what it was
prior to the increase. If the last death is by suicide, the Death Benefit for
that increase will be limited to the Monthly Deductions taken for the increase.

The Company reserves the right to obtain evidence of the manner and cause of
death of the life insured.

SUPPLEMENTARY BENEFITS

Subject to certain requirements, one or more supplementary benefits may be added
to a Policy, including those providing a death benefit guarantee, term insurance
for an additional insured, providing accidental death coverage, waiving monthly
deductions upon disability, accelerating benefits in the event of a terminal
illness, and, in the case of corporate-owned policies, permitting a change of
the life insured. More detailed information concerning these supplementary
benefits may be obtained from an authorized agent of the Company. The cost, if
any, for supplementary benefits will be deducted as part of the monthly
deduction.

TAX TREATMENT OF THE POLICY

The following summary provides a general description of the federal income tax
considerations associated with the Policy and does not purport to be complete or
to cover all situations. This discussion is not intended as tax advice. Counsel
or other competent tax 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


                                       31
<PAGE>   35
"Service"). No representation is made as to the likelihood of continuation of
the present federal income tax laws nor of the current interpretations by the
Service. MANUFACTURERS LIFE OF AMERICA DOES 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 continuation plans, split dollar insurance
plans, executive bonus plans, retiree medical benefit plans and others. The tax
consequences of such plans may vary depending on the particular facts and
circumstances of each individual arrangement. Therefore, if the use of such
Policies in any such arrangement, the value of which depends in part on the tax
consequences, is contemplated, a qualified tax adviser should be consulted for
advice on the tax attributes of the particular arrangement.

LIFE INSURANCE QUALIFICATION

There are several requirements that must be met for a Policy to be considered a
Life Insurance Contract under the Internal Revenue Code, and thereby to enjoy
the tax benefits of such a contract:

- -     The Policy must satisfy the definition of life insurance under Section
      7702 of the Internal Revenue Code of 1986 (the "Code").

- -     The investments of the Separate Account must be "adequately diversified"
      in accordance with Section 817(h) of the Code and Treasury Regulations.

- -     The Policy must be a valid life insurance contract under applicable state
      law.

- -     The Policyowner must not possess "incidents of ownership" in the assets of
      the Separate Account.

These four items are discussed in detail below.

DEFINITION OF LIFE INSURANCE

Section 7702 of the Code sets forth a definition of a life insurance contract
for federal tax purposes. For a Policy to be a life insurance contract, it must
satisfy either the Cash Value Accumulation Test or the Guideline Premium Test.
The Cash Value Accumulation Test requires a minimum death benefit for a given
Policy Value. The Guideline Premium Test also requires a minimum death benefit,
but in addition limits the total premiums that can be paid into a Policy for a
given amount of death benefit.

With respect to a Policy which is issued on the basis of a standard rate class,
the Company believes (largely in reliance on IRS Notice 88-128 and the proposed
mortality charge regulations under Section 7702, issued on July 5, 1991) that
such a Policy should meet the Section 7702 definition of a life insurance
contract.

With respect to a Policy that is issued on a substandard basis (i.e., a rate
class involving higher-than-standard mortality risk), there is less guidance, in
particular as to how mortality and other expense requirements of Section 7702
are to be applied in determining whether such a Policy meets the Section 7702
definition of a life insurance contract. Thus it is not clear whether or not
such a Policy would satisfy Section 7702, particularly if the policyowner pays
the full amount of premiums permitted under the Policy.

The Secretary of the Treasury (the "Treasury") is authorized to prescribe
regulations implementing Section 7702. However, while proposed regulations and
other interim guidance have been issued, final regulations have not been adopted
and guidance as to how Section 7702 is to be applied is limited. If a Policy
were determined not to be a life insurance contract for purposes of Section
7702, such a Policy would not provide the tax advantages normally provided by a
life insurance policy.

If it is subsequently determined that a Policy does not satisfy Section 7702,
the Company may take whatever steps are appropriate and reasonable to attempt to
cause such a Policy to comply with Section 7702. For these reasons, the Company
reserves the right to restrict Policy transactions as necessary to attempt to
qualify it as a life insurance contract under Section 7702.


                                       32
<PAGE>   36
DIVERSIFICATION

Section 817(h) of the Code requires that the investments of the Separate Account
be "adequately diversified" in accordance with Treasury regulations in order for
the Policy to qualify as a life insurance contract under Section 7702 of the
Code (discussed above). The Separate Account, through the Trust, intends to
comply with the diversification requirements prescribed in Treas. Reg. Sec.
1.817-5, which affect how the Trust's assets are to be invested. The Company
believes that the Separate Account will thus meet the diversification
requirement, and the Company will monitor continued compliance with the
requirement.

STATE LAW

State regulations require that the policyowner have appropriate insurable
interest in the life insured. Failure to establish an insurable interest may
result in the Policy not qualifying as a life insurance contract for federal tax
purposes.

INVESTOR CONTROL

In certain circumstances, owners of variable life insurance Policies may be
considered the owners, for federal income tax purposes, of the assets of the
separate account used to support their policies. In those circumstances, income
and gains from the separate account assets would be includible in the variable
policyowner's gross income. The IRS has stated in published rulings that a
variable policyowner will be considered the owner of separate account assets if
the policyowner possesses incidents of ownership in those assets, such as the
ability to exercise investment control over the assets. The Treasury Department
has also announced, in connection with the issuance of regulations concerning
diversification, that those regulations "do not provide guidance concerning the
circumstances in which investor control of the investments of a segregated asset
account may cause the investor (i.e., the policyowner), rather than the
insurance company, to be treated as the owner of the assets in the account."
This announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyowners may direct their
investments to particular sub-accounts without being treated as owners of the
underlying assets". As of the date of this prospectus, no such guidance has been
issued.

The ownership rights under the Policy are similar to, but different in certain
respects from, those described by the IRS in rulings in which it was determined
that policyowners were not owners of separate account assets. For example, the
policyowner has additional flexibility in allocating premium payments and Policy
Values. These differences could result in an owner being treated as the owner of
a pro-rata portion of the assets of the Separate Account. In addition, the
Company does not know what standards will be set forth, if any, in the
regulations or rulings which the Treasury Department has stated it expects to
issue. The Company therefore reserves the right to modify the Policy as
necessary to attempt to prevent an owner from being considered the owner of a
pro rata share of the assets of the Separate Account.

TAX TREATMENT OF POLICY BENEFITS

The following discussion assumes that the Policy will qualify as a life
insurance contract for federal income tax purposes. The Company believes that
the proceeds and cash value increases of a Policy should be treated in a manner
consistent with a fixed-benefit life insurance policy for federal income tax
purposes.

Depending on the circumstances, the exchange of a Policy, a change in the
Policy's death benefit option, a Policy loan, partial withdrawal, surrender,
change in ownership, the addition of an accelerated death benefit rider, or an
assignment of the Policy may have federal income tax consequences. In addition,
federal, state and local transfer, and other tax consequences of ownership or
receipt of Policy proceeds depend on the circumstances of each policyowner or
beneficiary.

DEATH BENEFIT

The death benefit under the Policy should be excludable from the gross income of
the beneficiary under Section 101(a)(1) of the Code.

CASH VALUES

Generally, the policyowner will not be deemed to be in constructive receipt of
the Policy Value until there is a distribution. This includes additions
attributable to interest, dividends, appreciation or gains realized on transfers
among sub-accounts.


                                       33
<PAGE>   37
INVESTMENT IN THE POLICY 

Investment in the Policy means:

- -     the aggregate amount of any premiums or other consideration paid for a
      Policy; minus

- -     the aggregate amount, other than loan amounts, received under the Policy
      which has been excluded from the gross income of the policyowner (except
      that the amount of any loan from, or secured by, a Policy that is a MEC,
      to the extent such amount has been excluded from gross income, will be
      disregarded); plus

- -     the amount of any loan from, or secured by a Policy that is a MEC to the
      extent that such amount has been included in the gross income of the
      policyowner.

The repayment of a policy loan, or the payment of interest on a loan, does not
affect the Investment in the Policy.

INTEREST ON POLICY LOANS AFTER YEAR 10

If the Company determines, in its sole discretion, that there is a substantial
risk that a loan will be treated as a taxable distribution under Federal tax law
as a result of the differential between the credit interest rate and the loan
interest rate, the Company retains the right to increase the loan interest rate
to an amount that would result in the transaction being treated as a loan under
Federal tax law. If this amount is not prescribed by any IRS ruling or
regulation or any court decision, the amount will be that which the Company
considers to be most likely to result in the transaction being treated as a loan
under Federal tax law.

The tax consequences associated with a loan interest credited differential of 0%
are unclear. A tax adviser should be consulted before effecting a loan to
evaluate the tax consequences that may arise in such a situation. If we
determine, in our sole discretion, that there is a substantial risk that a loan
will be treated as a taxable distribution under Federal tax law as a result of
the differential between the credited interest rate and the loan interest rate,
the Company retains the right to increase the loan interest rate to an amount
that would result in the transaction being treated as a loan under Federal tax
law. If this amount is not prescribed by any IRS ruling or regulation or any
court decision, the amount of increase will be that which the Company considers
to be most likely to result in the transaction being treated as a loan under
Federal tax law.

SURRENDER OR LAPSE

Upon a complete surrender or lapse of a Policy or when benefits are paid at a
Policy's maturity date, if the amount received plus the amount of Policy Debt
exceeds the total investment in the Policy, the excess will generally be treated
as ordinary income subject to tax.

If, at the time of lapse, a Policy has a loan, the loan is extinguished and the
amount of the loan is a deemed payment to the policyholder. If the amount of
this deemed payment exceeds the investment in the contract, the excess is
taxable income and is subject to Internal Revenue Service reporting
requirements.

DISTRIBUTIONS

The tax consequences of distributions from, and loans taken from or secured by,
a Policy depend on whether the Policy is classified as a "Modified Endowment
Contract" or "MEC".

DISTRIBUTIONS FROM NON-MEC'S

A distribution from a non-MEC is generally treated as a tax-free recovery by the
policyowner of the Investment in the Policy to the extent of such Investment in
the Policy, and as a distribution of taxable income only to the extent the
distribution exceeds the Investment in the Policy. Loans from, or secured by, a
non-MEC are not treated as distributions. Instead, such loans are treated as
indebtedness of the policyowner.


                                       34
<PAGE>   38
Force Outs

An exception to this general rule occurs in the case of a decrease in the
Policy's death benefit or any other change that reduces benefits under the
Policy in the first 15 years after the Policy is issued and that results in a
cash distribution to the policyowner in order for the Policy to continue to
comply with the Section 7702 definitional limits. Such a cash distribution will
be taxed in whole or in part as ordinary income (to the extent of any gain in
the Policy) under rules prescribed in Section 7702. Changes include partial
withdrawals and death benefit option changes.

DISTRIBUTIONS FROM MEC'S

Policies classified as MEC's will be subject to the following tax rules:

- -     First, all partial withdrawals from such a Policy are treated as ordinary
      income subject to tax up to the amount equal to the excess (if any) of the
      Policy Value immediately before the distribution over the Investment in
      the Policy at such time.

- -     Second, loans taken from or secured by such a Policy are treated as
      partial withdrawals from the Policy and taxed accordingly. Past-due loan
      interest that is added to the loan amount is treated as a loan.

- -     Third, a 10% additional income tax is imposed on the portion of any
      distribution (including distributions on surrender) from, or loan taken
      from or secured by, such a policy that is included in income except where
      the distribution or loan:

      -     is made on or after the policyowner attains age 59 1/2;

      -     is attributable to the policyowner becoming disabled; or

      -     is part of a series of substantially equal periodic payments for the
            life (or life expectancy) of the policyowner or the joint lives (or
            joint life expectancies) of the policyowner and the policyowner's
            beneficiary.

These exceptions are not likely to apply in situations where the Policy is not
owned by an individual.

Definition of Modified Endowment Contracts

Section 7702A establishes a class of life insurance contracts designated as
"Modified Endowment Contracts," which applies to Policies entered into or
materially changed after June 20, 1988.

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
"seven-pay premium limit". The seven-pay premium limit on any date is equal to
the sum of the net level premiums that would have been paid on or before such
date if the policy provided for paid-up future benefits after the payment of
seven level annual premiums (the "seven-pay premium").

The rules relating to whether a Policy will be treated as a MEC are extremely
complex and cannot be adequately described in the limited confines of this
summary. Therefore, a current or prospective policyowner should consult with a
competent adviser to determine whether a transaction will cause the Policy to be
treated as a MEC.

Material Changes

A policy that is not a MEC may become a MEC if it is "materially changed". If
there is a material change to the policy, the seven year testing period for MEC
status is restarted. The material change rules for determining whether a Policy
is a MEC are complex. In general, however, the determination of whether a Policy
will be a MEC after a material change generally depends upon the relationship
among the death benefit of the Policy at the time of such change, the Policy
Value at the time of the change, and the additional premiums paid into the
Policy during the seven years starting with the date on which the material
change occurs.

Reductions in Face Amount

If there is a reduction in benefits during any Policy Year, the seven-pay
premium limit is recalculated as if the policy had been originally issued at the
reduced benefit level. Failure to comply would result in classification as a MEC
regardless of any efforts by the Company to provide a payment schedule that will
not violate the seven pay test.

Exchanges

A life insurance contract received in exchange for a MEC will also be treated as
a MEC.


                                       35
<PAGE>   39
Processing of Premiums

If a premium is received which would cause the Policy to become a MEC within 23
days of the next Policy Anniversary, the Company will not apply the portion of
the premium which would cause MEC status ("excess premium") to the Policy when
received. The excess premium will be placed in a suspense account until the next
anniversary date, at which point the excess premium, along with interest, earned
on the excess premium at a rate of 3.5% from the date the premium was received,
will be applied to the Policy. The policyowner will be advised of this action
and will be offered the opportunity to have the premium credited as of the
original date received or to have the premium returned. If the policyowner does
not respond, the premium and interest will be applied to the Policy as of the
first day of the next anniversary.

If a premium is received which would cause the Policy to become a MEC more than
23 days prior to the next Policy Anniversary, the Company will refund any excess
premium to the policyowner. The portion of the premium which is not excess will
be applied as of the date received. The policyowner will be advised of this
action and will be offered the opportunity to return the premium and have it
credited to the account as of the original date received.

Multiple Policies

All MEC's that are issued by a Company (or its affiliates) to the same
policyowner during any calendar year are treated as one MEC for purposes of
determining the amount includible in gross income under Section 72(e) of the
Code.

POLICY LOAN INTEREST

Generally, personal interest paid on any loan under a Policy which is owned by
an individual is not deductible. For policies purchased on or after January 1,
1996, interest on any loan under a Policy owned by a taxpayer and covering the
life of any individual who is an officer or employee of or is financially
interested in the business carried on by the taxpayer will not be tax deductible
unless the employee is a key person within the meaning of Section 264 of the
Code. A deduction will not be permitted for interest on a loan under a Policy
held on the life of a key person to the extent the aggregate of such loans with
respect to contracts covering the key person exceed $50,000. The number of
employees who can qualify as key persons depends in part on the size of the
employer but cannot exceed 20 individuals.

Furthermore, if a non-natural person owns a Policy, or is the direct or indirect
beneficiary under a Policy, section 264(f) of the Code disallows a pro-rata
portion of the taxpayer's interest expense allocable to unborrowed Policy cash
values attributable to insurance held on the lives of individuals who are not
20% (or more) owners of the taxpayer-entity, officers, employees, or former
employees of the taxpayer.

The portion of the interest expense that is allocable to unborrowed Policy cash
values is an amount that bears the same ratio to that interest expense as the
taxpayer's average unborrowed Policy cash values under such life insurance
policies bear to the average adjusted bases for all assets of the taxpayer.

If the taxpayer is not the Policyowner, but is the direct or indirect
beneficiary under the Policy, then the amount of unborrowed cash value of the
Policy taken into account in computing the portion of the taxpayer's interest
expense allocable to unborrowed Policy cash values cannot exceed the benefit to
which the taxpayer is directly or indirectly entitled under the Policy.

POLICY EXCHANGES

A policyowner generally will not recognize gain upon the exchange of a Policy
for another life insurance policy issued by the Company or another insurance
company, except to the extent that the policyowner receives cash in the exchange
or is relieved of Policy indebtedness as a result of the exchange. In no event
will the gain recognized exceed the amount by which the Policy Value (including
any unpaid loans) exceeds the policyowner's Investment in the Policy.

OTHER TRANSACTIONS

A transfer of the Policy, a change in the owner, a change in the beneficiary,
and certain other changes to the Policy, as well as particular uses of the
Policy (including use in a so called "split-dollar" arrangement) may have tax
consequences depending upon the particular circumstances and should not be
undertaken prior to consulting with a qualified tax adviser. For instance, if
the owner transfers the Policy or designates a new owner in return for valuable
consideration (or, in some


                                       36
<PAGE>   40
cases, if the transferor is relieved of a liability as a result of the
transfer), then the Death Benefit payable upon the death of the Insured may in
certain circumstances be includible in taxable income to the extent that the
Death Benefit exceeds the prior consideration paid for the transfer and any
premiums or other amounts subsequently paid by the transferee. Further, in such
a case, if the consideration received exceeds the transferor's Investment in the
Policy, the difference will be taxed to the transferor as ordinary income.

Federal estate and state and local estate, inheritance and other tax
consequences of ownership or receipt of Policy proceeds depend on the individual
circumstances of each policyowner and beneficiary.

ALTERNATE MINIMUM TAX

Corporate owners may be subject to Alternate Minimum Tax on the annual increases
in Cash Surrender Values and on the Death Benefit proceeds.

INCOME TAX REPORTING

In certain employer-sponsored life insurance arrangements, including equity
split dollar arrangements, participants may be required to report for income tax
purposes, one or more of the following:

- -     the value each year of the life insurance protection provided;

- -     an amount equal to any employer-paid premiums; or

- -     some or all of the amount by which the current value exceeds the
      employer's interest in the Policy.

Participants should consult with their tax adviser to determine the tax
consequences of these arrangements.

OTHER INFORMATION

PAYMENT OF PROCEEDS

As long as the Policy is in force, Manufacturers Life of America will ordinarily
pay any policy loans, surrenders, partial withdrawals or insurance benefit
within seven days after receipt at its Service Office of all the documents
required for such a payment. The Company may delay for up to six months the
payment from the Fixed Account of any policy loans, surrenders, partial
withdrawals, or insurance benefit. In the case of any such payments from any
Investment Account the Company may delay payment during any period during which
(i) the New York Stock Exchange is closed for trading (except for normal weekend
and holiday closings), (ii) trading on the New York Stock Exchange is
restricted, (iii) an emergency exists as a result of which disposal of
securities held in the Separate Account is not reasonably practicable or it is
not reasonably practicable to determine the value of the Separate Account's net
assets or (iv) the SEC, by order, so permits for the protection of security
holders; provided that applicable rules and regulations of the SEC shall govern
as to whether the conditions described in (2) and (3) exist.

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 death benefit;

- -     the Policy Value and its allocation among the Investment Accounts, the
      Fixed Account and the Loan Account;

- -     the value of the units in each Investment Account to which the Policy
      Value is allocated;

- -     the Policy Debt and any loan interest charged since the last report;

- -     the premiums paid and other Policy transactions made during the period
      since the last report; and

- -     any other information required by law.

Each policyowner will also be sent an annual and a semi-annual report for the
Trust which will include a list of the securities held in each Portfolio as
required by the 1940 Act.


                                       37
<PAGE>   41
DISTRIBUTION OF THE POLICIES

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.
ManEquity, Inc. is located at 200 Bloor Street East, Toronto, Ontario, Canada,
M4W 1E5 and was organized under the laws of Colorado on May 4, 1970. The
directors of ManEquity, Inc. are: John Richardson, Roy Bubbs, Bruce Gordon, Gary
Buchanan and Douglas Myers. The officers of ManEquity, Inc. are: (i) Douglas
Myers - President, (ii) Gary Buchanan - Vice President, Compliance, (iii) Thomas
Reives - Treasurer, (iv) Brian Buckley - Secretary and General Counsel. The
Policies will be sold by registered representatives of either ManEquity or other
broker-dealers having distribution agreements with ManEquity who are also
authorized by state insurance departments to do so. The Policies will be sold in
all states of the United States except New York.

A registered representative will receive commissions not to exceed 105% of
premiums in the first year, 2% of all premiums paid in the second year and
after, and after the second anniversary 0.15% of the Net Policy Value per year.
Representatives who meet certain productivity standards with regard to the sale
of the Policies and certain other policies issued by Manufacturers Life of
America or Manufacturers Life will be eligible for additional compensation.

RESPONSIBILITIES OF 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 or Manufacturers USA and will pay Manufacturers Life or
Manufacturers USA 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 and 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 Life of America may, from time to time in its sole
discretion, enter into one or more reinsurance agreements with other life
insurance companies under which policies issued by it may be reinsured, such
that its total amount at risk under a policy would be limited for the life of an
insured.

VOTING RIGHTS

As stated previously, all of the assets held in the sub-accounts of the Separate
Account will be invested in shares of a particular Portfolio of the Trust.
Manufacturers Life of America is the legal owner of those shares and as such has
the right to vote upon certain matters that are required by the 1940 Act to be
approved or ratified by the shareholders of a mutual fund and to vote upon any
other matters that may be voted upon at a shareholders' meeting. However,
Manufacturers 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 the 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 Portfolio. The number will be determined as of a date chosen by
Manufacturers Life of America, but not


                                       38
<PAGE>   42
more than 90 days before the shareholders' meeting. Fractional votes are
counted. Voting instructions will be solicited in writing at least 14 days prior
to the meeting.

Manufacturers Life of America may, if required by state officials, disregard
voting instructions if such instructions would require shares to be voted so as
to cause a change in the sub-classification or investment policies of one or
more of the Portfolios, or to approve or disapprove an investment management
contract. In addition, the Company itself may disregard voting instructions that
would require changes in the investment policies or investment adviser, provided
that Manufacturers 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.

SUBSTITUTION OF PORTFOLIO SHARES

It is possible that in the judgment of the management of Manufacturers Life of
America, one or more of the Portfolios may become unsuitable for investment by
the Separate Account because of a change in investment policy or a change in the
applicable laws or regulation, because the shares are no longer available for
investment, or for some other reason. In that event, Manufacturers Life of
America may seek to substitute the shares of another Portfolio or of an entirely
different mutual fund. Before this can be done, the approval of the S.E.C. and
one or more state insurance departments may be required.

Manufacturers Life of America also reserves the right (i) to combine other
separate accounts with the Separate Account, (ii) to create new separate
accounts, (iii) to establish additional sub-accounts within the Separate Account
to invest in additional portfolios of the Trust or another management investment
company, (iv) to eliminate existing sub-accounts and to stop accepting new
allocations and transfers into the corresponding portfolio, (v) to combine
sub-accounts or to transfer assets in one sub-account to another sub-account or
(vi) to transfer assets from the Separate Account to another separate account
and from another separate account to the Separate Account. The Company also
reserves the right to operate the Separate Account as a management investment
company or other form permitted by law, and to de-register the Separate Account
under the 1940 Act. Any such change would be made only if permissible under
applicable federal and state law.

RECORDS AND ACCOUNTS

The Service Office will perform administrative functions, such as decreases,
increases, surrenders and partial withdrawals, and fund transfers on behalf of
the Company.

All records and accounts relating to the Separate Account and the Portfolios
will be maintained by the Company. All financial transactions will be handled by
the Company. All reports required to be made and information required to be
given will be provided by the Company.

STATE REGULATIONS

Manufacturers Life of America is subject to the regulation and supervision by
the Michigan Department of Insurance, which periodically examines its financial
condition and operations. It is also subject to the insurance laws and
regulations of all jurisdictions in which it 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.

LITIGATION

No litigation is pending that would have a material effect upon the Separate
Account or the Trust.

INDEPENDENT AUDITORS

The consolidated financial statements of Manufacturers Life Insurance Company of
America and Separate Account Three of The Manufacturers Life Insurance Company
of America at December 31, 1998 and 1997, and for each of the three years in the
period ended December 31, 1998, appearing in this Prospectus and Registration
Statement have been audited by Ernst &


                                       39
<PAGE>   43
Young LLP, independent auditors, as set forth in their reports thereon appearing
elsewhere herein, and are included in reliance upon such reports given on the
authority of such firm as experts in accounting and auditing.

FURTHER INFORMATION

A registration statement under the Securities Act of 1933 has been filed with
the 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 SEC's principal
office in Washington D.C. upon payment of the prescribed fee. The Commission
also maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission which is located at http://www.sec.gov.

For further information you may also contact Manufacturers Life of America's
Home Office, the address and telephone number of which are on the first page of
the prospectus.


OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>
                                    Position with
                                    Manufacturers Life
Name                                of America                       Principal Occupation
<S>                                 <C>                              <C>
Sandra M. Cotter (36)               Director                         Attorney, Dykema Gosset, PLLC, 1989 to present.
                                    (since December 1992)

James D. Gallagher (44)             Director (since May 1996),       Vice President, Secretary and General Counsel,
                                    Secretary and                    The Manufacturers Life Insurance Company (USA),
                                    General Counsel                  January 1997 to present; Secretary and General
                                                                     Counsel, Manufacturers Adviser Corporation,
                                                                     January 1997 to present; Vice President, Legal
                                                                     Services - U.S. Operations, The Manufacturers
                                                                     Life Insurance Company, January 1996 to present;
                                                                     Vice President, Secretary and General Counsel,
                                                                     The Manufacturers Life Insurance Company of
                                                                     North America, 1994 to present; Vice President
                                                                     and Associate General Counsel, The Prudential
                                                                     Insurance Company of America, 1991 to 1994.

Donald A. Guloien (41)              Director (since August 1990)     Executive Vice President, Business Development,
                                    and President                    The Manufacturers Life Insurance Company,
                                                                     January 1999 to present, Senior Vice President,
                                                                     Business Development, The Manufacturers Life
                                                                     Insurance Company, 1994 to December 1998, Vice
                                                                     President, U.S. Individual Business, The
                                                                     Manufacturers Life Insurance Company, 1990 to
                                                                     1994.

Theodore Kilkuskie, Jr. (43)        Director (since May 1996)        Senior Vice President, U.S. Annuities, The
                                                                     Manufacturers Life Insurance Company, January
                                                                     1999 to present; President, The Manufacturers
                                                                     Life Insurance Company of North America,
                                                                     January 1999 to present; Senior Vice President,
                                                                     U.S. Individual Insurance, The
</TABLE>


                                       40
<PAGE>   44
<TABLE>
<S>                                 <C>                              <C>
                                                                     Manufacturers Life Insurance Company, August 1998
                                                                     to December 1998; Vice President, U.S. Individual
                                                                     Insurance, The Manufacturers Life Insurance
                                                                     Company, June 1995 to February 1998; Executive
                                                                     Vice President, Mutual Fund Sales & Marketing,
                                                                     State Street Research, March 1994 to June 1995.

James O'Malley (52)                 Director (since November 1998)   Senior Vice President, U.S. Pensions, The
                                                                     Manufacturers Life Insurance Company, January
                                                                     1999 to present; Vice President, Systems New
                                                                     Business Pensions, The Manufacturers Life
                                                                     Insurance Company,  1984 to December 1998.

Joseph J. Pietroski (60)            Director (since July 1992)       Senior Vice President, General Counsel and
                                                                     Corporate Secretary, The Manufacturers Life
                                                                     Insurance Company, 1988 to present.

John D. Richardson (61)             Chairman and Director            Senior Executive Vice President, The
                                    (since January 1995)             Manufacturers Life Insurance Company; January
                                                                     1999 to present; Executive Vice President, U.S.
                                                                     Operations, The Manufacturers Life Insurance
                                                                     Company, November 1995 to December 1998;
                                                                     Senior Vice President and General Manager,
                                                                     U.S. Operations, The Manufacturers Life
                                                                     Insurance Company, January 1995 to October
                                                                     1997; Senior Vice President and General
                                                                     Manager, Canadian Operations, The
                                                                     Manufacturers Life Insurance Company,
                                                                     June 1992 to December 1994.

Victor Apps (51)                    Vice President, Asia             Executive Vice President, Asia Operations, The
                                                                     Manufacturers Life Insurance Company, November
                                                                     1997 to present; Senior Vice President and
                                                                     General Manager, Greater China Division, The
                                                                     Manufacturers Life Insurance Company, 1995 to
                                                                     1997; Vice President and General Manager,
                                                                     Greater China Division, The Manufacturers Life
                                                                     Insurance Company, 1993 to 1995; International
                                                                     Vice President, Asia Pacific Division, The
                                                                     Manufacturers Life Insurance Company, 1988 to
                                                                     1993.
</TABLE>


                                       41
<PAGE>   45
<TABLE>
<S>                                 <C>                              <C>
Felix Chee (52)                     Vice President, Investments      Executive Vice President ,The Manufacturers
                                                                     Life Insurance Company; November 1997 to
                                                                     present, Chief Investment Officer, The
                                                                     Manufacturers Life Insurance Company, June 1997
                                                                     to present, Senior Vice President and
                                                                     Treasurer, The Manufacturers Life Insurance
                                                                     Company, August 1994 to May 1997; Vice
                                                                     President and Treasurer, The Manufacturers Life
                                                                     Insurance Company, October 1993 to July 1994.

Robert A. Cook (44)                 Vice President, Marketing        Senior Vice President, U.S. Individual
                                                                     Insurance, The Manufacturers Life Insurance
                                                                     Company, January 1999 to present; Vice
                                                                     President, Product Management, The
                                                                     Manufacturers Life Insurance Company, 1996 to
                                                                     December 1998; Sales and Marketing Director,
                                                                     The Manufacturers Life Insurance Company, 1994
                                                                     to 1995.

Hugh C. McHaffie (40)               Vice President                   Vice President, Product Development, U.S.
                                                                     Annuities, The Manufacturers Life Insurance
                                                                     Company, January 1996 to present; Vice
                                                                     President U.S. Annuities, The Manufacturers
                                                                     Life Insurance Company of North America,
                                                                     September 1996 to present; Vice President,
                                                                     Product Actuary, The Manufacturers Life
                                                                     Insurance Company of North America, August 1994
                                                                     to September 1996; Product Development
                                                                     Executive, The Manufacturers Life Insurance
                                                                     Company of North America, August 1990 to August
                                                                     1994.

Douglas H. Myers (44)               Vice President, Finance and      President, ManEquity, Inc., April 1994 to
                                    Compliance, Controller           present; Assistant Vice President and
                                                                     Controller, U.S. Operations, The Manufacturers
                                                                     Life Insurance Company, 1988 to present.

John G. Vrysen (43)                 Vice President, Appointed        Chief Financial Officer and Treasurer,
                                    Actuary                          Manulife-Wood Logan Holding Co., Inc., January
                                                                     1996 to present; Vice President and Chief
                                                                     Financial Officer, U.S. Operations, The
                                                                     Manufacturers Life Insurance Company,
                                                                     January 1996 to present; Vice President
                                                                     and Chief Actuary, The Manufacturers
                                                                     Life Insurance Company of New York,
                                                                     March 1992 to present; Vice President
                                                                     and Chief Actuary, The Manufacturers
                                                                     Life Insurance Company of North
                                                                     America, January 1986 to present.

Jean Wong (35)                      Vice President and Treasurer     Vice President and Chief Accountant, U.S.
                                                                     Division, The Manufacturers Life Insurance
                                                                     Company, May 1998 to present; Chief Accountant,
                                                                     U.S. Division, The Manufacturers
</TABLE>


                                       42
<PAGE>   46
<TABLE>
<S>                                 <C>                              <C>
                                                                     Life Insurance Company, July 1996 to May 1998;
                                                                     Director, Finance and Administration, Star Data
                                                                     Systems Inc., December 1995 to July 1996; Vice
                                                                     President and Chief Financial Officer,
                                                                     Primerica Financial Services, June 1993 to
                                                                     December 1995.
</TABLE>

IMPACT OF YEAR 2000

The Company makes extensive use of information systems in the operations of its
various businesses, including for the exchange of financial data and other
information with customers, suppliers and other counterparties. The Company also
uses software and information systems provided by third parties in its
accounting, business and investment systems.

   
The Year 2000 risk, as it is commonly known, is the result of computer programs
being written using two digits, rather than four, to define the applicable year.
Any of the Company's computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the Year 2000. This
could result in systems failures or miscalculations causing disruptions of
operations, including among other things, a temporary inability to process
transactions, send premium billing notices, make claims payments or engage in
other normal business activities.
    

The systems used by the company have been assessed as part of a comprehensive
written plan conducted by The Manufacturers Life Insurance Company (collectively
with its subsidiaries, "Manulife Financial"), to ensure that computer systems
and processes of Manulife Financial and its subsidiaries and affiliates,
including the Company, will continue to perform through the end of this century
and in the next.

   
In 1996, in order to make Manulife Financial's systems Year 2000 compliant, a
program was instituted to modify or replace both Manulife Financial's
information technology systems ("IT systems") and embedded technology systems
"Non-IT systems"). The phases of this program include (i) an inventory and
assessment of all systems to determine which are critical, (ii) planning and
designing the required modifications and replacements, (iii) making these
modifications and replacements, (iv) testing modified or replaced systems, (v)
redeploying modified or replaced systems and (vi) final management review and
certification. For most IT and Non-IT systems identified as critical,
certification has been completed for the Company. Of those systems classified as
critical, management believes that over 99% were Year 2000 compliant at the end
of 1998. Management continues to focus attention on the remaining 1% of critical
systems. Those that affect the Company are expected to be compliant by the end
of the second quarter in 1999. The Company's non-critical systems were Year 2000
compliant by the end of the first quarter 1999.
    

In addition to efforts directed at Manulife Financial's own systems, Manulife
Financial is presently consulting vendors, customers, and other third parties
with which it deals in an effort to ensure that no material aspect of Manulife
Financial's operations will be hindered by Year 2000 problems of these third
parties. This process includes providing third parties with questionnaires
regarding the state of their Year 2000 readiness and, where possible or where
appropriate, conducting further due diligence activities.

   
Manulife Financial recognizes the importance of preparing for the change to the
Year 2000 and, in January 1999, commenced preparation of contingency plans, in
the event that Manulife Financial's year 2000 program has not fully resolved its
Year 2000 issues. The Year 2000 Project Management Office for Manulife
Financial's U.S. Division is coordinating the preparation of the Year 2000
contingency plan on behalf of U.S. Division affiliates and subsidiaries.
Contingency planning is targeted for completion by mid-1999.
    

Management currently believes that, with modifications to existing software and
conversions to new software, the Year 2000 risk will not pose significant
operations problems for Manulife Financial's computer systems. As part of the
Year 2000 program, critical systems were "time-shift" tested in the year 2000
and beyond to confirm that they will continue to function properly before,
during and after the change to the Year 2000. However, there can be no assurance
that Manulife Financial's Year 2000 program, including consulting third parties
and its contingency planning, will avoid any material adverse effect on Manulife
Financial's operations, customer relations or financial condition. Manulife
Financial estimates the total cost of its


                                       43
<PAGE>   47
   
Year 2000 program will be approximately $US59.9 million*, of which $US49.5
million* has been incurred through December 31, 1998; however, there can be no
assurance that the actual cost incurred will not be materially higher than such
estimate. Manulife Financial's Year 2000 costs were $US3.9 million* for the
first three months of 1999 and $US7.1 million* for the first three months of
1998. Most costs will be expensed as incurred; however, those costs attributed
to the purchase of new software and hardware will generally be capitalized. The
total cost of the Year 2000 program is not expected to have a material effect on
Manulife Financial's net operating income.

* All dollar values converted from Canadian dollars using the exchange rate of
  1.512 in effect March 31, 1999.
    

ILLUSTRATIONS

The tables set forth in Appendix A illustrate the way in which a Policy's Death
Benefit, Policy Value, and Cash Surrender Value could vary over an extended
period of time.


                                       44
<PAGE>   48
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                              Financial Statements

                       Three years ended December 31, 1998






                                    CONTENTS


Report of Independent Auditors..................................................
Audited Financial Statements
Statement of Assets and Liabilities.............................................
Statements of Operations........................................................
Statements of Changes in Net Assets.............................................
Notes to Financial Statements...................................................


                                       F-1
<PAGE>   49
                         Report of Independent Auditors


To the Board of Directors
The Manufacturers Life Insurance
    Company of America

We have audited the accompanying statement of assets and liabilities of Separate
Account Three of The Manufacturers Life Insurance Company of America as of
December 31, 1998 and the related statements of operations and changes in net
assets for each of the periods presented therein. These financial statements are
the responsibility of The Manufacturers Life Insurance Company of America's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1998, by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Separate Account Three of The
Manufacturers Life Insurance Company of America at December 31, 1998, and the
results of its operations and the changes in its net assets for each of the
periods presented therein, in conformity with generally accepted accounting
principles.


Philadelphia, Pennsylvania
February 4, 1999


                                       F-2
<PAGE>   50
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                       Statement of Assets and Liabilities

                                December 31, 1998

<TABLE>
<CAPTION>
                                                                                             SUB-ACCOUNT     NET ASSET
                                                                              NET ASSET         UNITS        VALUE PER
                                                                                VALUE        OUTSTANDING       UNIT
                                                                            ------------------------------------------
<S>                                                                         <C>              <C>             <C>
ASSETS
Investment in Manufacturers Investment Trust--at market value:
   Emerging Growth Trust, 2,802,542 shares (cost $62,104,620)               $ 66,756,555     $ 1,547,427     $   43.14
   Quantitative Equity Trust, 2,069,537 shares (cost $38,807,860)             52,193,727       1,202,134         43.42
   Real Estate Securities Trust, 1,536,662 shares (cost $24,594,352)          22,696,503         689,209         32.93
   Balanced Trust, 2,589,172 shares (cost $43,897,491)                        50,229,936       1,674,992         29.99
   Capital Growth Bond Trust, 1,757,260 shares (cost $19,935,560)             21,245,278         929,261         22.86
   Money Market Trust, 3,170,806 shares (cost $31,708,063)                    31,708,063       1,731,857         18.31
   International Stock Trust, 1,585,335 shares (cost $18,934,357)             20,577,642       1,473,246         13.97
   Pacific Rim Emerging Markets Trust, 822,886 shares (cost $5,198,434)        5,620,314         772,206          7.28
   Equity Index Trust, 2,839,061 shares (cost $37,536,543)                    43,806,714       2,221,635         19.72
   Equity Trust, 1,257,356 shares (cost $25,523,708)                          24,493,286       1,651,448         14.83
   Value Equity Trust, 1,044,760 shares (cost $16,442,598)                    18,575,830       1,154,317         16.09
   Growth and Income Trust, 1,165,238 shares (cost $26,765,264)               33,127,715       1,678,270         19.74
   U.S. Government Securities Trust, 239,148 shares (cost $3,198,130)          3,305,023         276,793         11.94
   Conservative Asset Allocation Trust, 80,313 shares (cost $925,126)            950,102          73,213         12.98
   Moderate Asset Allocation Trust, 234,294 shares (cost $2,942,382)           3,125,486         218,986         14.27
   Aggressive Asset Allocation Trust, 237,596 shares (cost $3,281,821)         3,625,719         233,924         15.50
   International Small Cap Trust, 176,272 shares (cost $2,492,390)             2,693,435         190,424         14.14
   Blue Chip Growth Trust, 566,488 shares (cost $8,957,998)                   10,717,944         519,809         20.62
   Science & Technology Trust, 252,885 shares (cost $3,476,302)                4,936,311         244,906         20.16
   Pilgram Baxter Growth Trust, 122,992 shares (cost $1,528,419)               1,603,809         105,774         15.16
   Small/Mid Cap Trust, 296,586 shares (cost $5,033,231)                       5,863,507         299,424         19.58
   Worldwide Growth Trust, 71,291 shares (cost $1,065,955)                     1,080,064          72,735         14.85
   Global Equity Trust, 208,185 shares (cost $3,996,239)                       4,242,810         259,150         16.37
   Growth Trust, 329,119 shares (cost $6,264,920)                              6,746,944         363,585         18.56
   Value Trust, 253,715 shares (cost $3,817,475)                               3,567,228         251,058         14.21
   International Growth and Income Trust, 124,135 shares (cost $1,357,908)     1,405,214         104,239         13.48
   High Yield Trust, 162,690 shares (cost $2,211,281)                          2,101,957         147,641         14.24
   Strategic Bond Trust, 247,629 shares (cost $2,962,146)                      2,902,215         210,298         13.80
   Global Government Bond Trust, 46,669 shares (cost $634,469)                   640,768          45,061         14.22
   Investment Quality Bond Trust, 114,782 shares (cost $1,396,240)             1,430,181          96,815         14.77
   Lifestyle Aggressive 1000 Trust, 288,431 shares (cost $3,929,209)           3,862,092         257,160         15.02
   Lifestyle Growth 820 Trust, 1,150,754 shares (cost $15,767,114)            15,857,396       1,049,185         15.11
   Lifestyle Balanced 640 Trust, 422,244 shares (cost $5,614,581)              5,696,069         382,101         14.91
   Lifestyle Moderate 460 Trust, 48,767 shares (cost $658,448)                   678,344          44,619         15.20
   Lifestyle Conservative 280 Trust, 7,984 shares (cost $102,293)                108,017           7,151         15.11
   Small Company Value Trust, 32,243 shares (cost $355,941)                      366,605          42,981          8.53
                                                                            ------------
Net assets                                                                  $478,538,803
                                                                            ============
</TABLE>

See accompanying notes.


                                       F-3
<PAGE>   51
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                            Statements of Operations


<TABLE>
<CAPTION>
                                                                  EMERGING GROWTH                       QUANTITATIVE EQUITY
                                                                    SUB-ACCOUNT                             SUB-ACCOUNT
                                                      -----------------------------------------------------------------------------
                                                      YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED   YEAR ENDED  YEAR ENDED
                                                      DEC. 31/98    DEC. 31/97    DEC. 31/96    DEC. 31/98   DEC. 31/97  DEC. 31/96
                                                      -----------------------------------------------------------------------------
<S>                                                   <C>           <C>           <C>           <C>          <C>         <C>
Net investment income:
   Dividend income                                    $   995,471   $        --   $ 7,702,014   $ 5,169,494  $       --  $4,240,752
                                                      -----------------------------------------------------------------------------
Realized and unrealized gain (loss) on investments:
   Realized gain (loss) from security
     transactions:
       Proceeds from sales                              6,100,016     7,107,331     4,088,127     4,267,545   3,096,117   1,222,403
       Cost of securities sold                          4,854,772     5,908,528     3,518,688     2,650,426   2,122,759     976,262
                                                      -----------------------------------------------------------------------------
   Net realized gain (loss)                             1,245,244     1,198,803       569,439     1,617,119     973,358     246,141
                                                      -----------------------------------------------------------------------------
   Unrealized appreciation (depreciation) of
     investments:
       Beginning of year                                6,743,875    (1,640,500)    4,794,911     9,470,255   1,534,960   2,295,941
       End of year                                      4,651,935     6,743,875    (1,640,500)   13,385,867   9,470,255   1,534,960
                                                      -----------------------------------------------------------------------------
   Net unrealized appreciation (depreciation) during
     the year                                          (2,091,940)    8,384,375    (6,435,411)    3,915,612   7,935,295    (760,981)
                                                      -----------------------------------------------------------------------------
Net realized and unrealized gain (loss) on
   investments                                           (846,696)    9,583,178    (5,865,972)    5,532,731   8,908,653    (514,840)
                                                      -----------------------------------------------------------------------------
Net increase (decrease) in net assets derived from
   operations                                         $   148,775   $ 9,583,178   $ 1,836,042   $10,702,225  $8,908,653  $3,725,912
                                                      =============================================================================
</TABLE>

*     Reflects the period from commencement of operations February 14, 1996
      through December 31, 1996

**    Reflects the period from commencement of operations May 1, 1997 through
      December 31, 1997

***   Reflects the period from commencement of operations May 1, 1998 through
      December 31, 1998

See accompanying notes.


                                       F-4
<PAGE>   52
<TABLE>
<CAPTION>
         REAL ESTATE SECURITIES                           BALANCED                               CAPITAL GROWTH BOND
               SUB-ACCOUNT                               SUB-ACCOUNT                                 SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED     YEAR ENDED    YEAR ENDED    YEAR ENDED     YEAR ENDED    YEAR ENDED     YEAR ENDED    YEAR ENDED     YEAR ENDED
DEC. 31/98     DEC. 31/97    DEC. 31/96    DEC. 31/98     DEC. 31/97    DEC. 31/96     DEC. 31/98    DEC. 31/97     DEC. 31/96
- -------------------------------------------------------------------------------------------------------------------------------
<S>            <C>           <C>           <C>            <C>           <C>            <C>           <C>            <C>
$ 3,092,425    $        --   $ 2,776,056   $ 5,710,136    $        --   $ 4,478,042    $ 1,051,960   $        --    $   864,430
- -------------------------------------------------------------------------------------------------------------------------------


  2,650,837      1,134,797       660,261     3,244,479      4,291,414     1,836,560      3,019,340     1,876,127      1,292,420
  2,269,138        898,569       631,891     2,557,957      3,671,860     1,674,031      2,667,419     1,866,847      1,363,232
- -------------------------------------------------------------------------------------------------------------------------------
    381,699        236,228        28,370       686,522        619,554       162,529        351,921         9,280        (70,812)
- -------------------------------------------------------------------------------------------------------------------------------


  5,819,408      2,155,063       748,034     6,626,044        958,041     2,693,376      1,199,605      (223,171)       153,798
 (1,897,849)     5,819,409     2,155,063     6,332,445      6,626,043       958,041      1,309,718     1,199,605       (223,171)
- -------------------------------------------------------------------------------------------------------------------------------

 (7,717,257)     3,664,346     1,407,029      (293,599)     5,668,002    (1,735,335)       110,113     1,422,776       (376,969)
- -------------------------------------------------------------------------------------------------------------------------------


 (7,335,558)     3,900,574     1,435,399       392,923      6,287,556    (1,572,806)       462,034     1,432,056       (447,781)
- -------------------------------------------------------------------------------------------------------------------------------


$(4,243,133)   $ 3,900,574   $ 4,211,455   $ 6,103,059    $ 6,287,556   $ 2,905,236    $ 1,513,994   $ 1,432,056    $   416,649
===============================================================================================================================
</TABLE>


                                       F-5
<PAGE>   53
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                      Statements of Operations (continued)


<TABLE>
<CAPTION>
                                                                  MONEY MARKET                          INTERNATIONAL STOCK
                                                                   SUB-ACCOUNT                              SUB-ACCOUNT
                                                       -----------------------------------------------------------------------------
                                                      YEAR ENDED   YEAR ENDED     YEAR ENDED    YEAR ENDED   YEAR ENDED   YEAR ENDED
                                                      DEC. 31/98   DEC. 31/97     DEC. 31/96    DEC. 31/98   DEC. 31/97   DEC. 31/96
                                                      ------------------------------------------------------------------------------
<S>                                                   <C>          <C>            <C>           <C>          <C>          <C>
Net investment income:
   Dividend income                                    $ 1,481,440  $ 1,159,280    $ 1,505,315    $  313,529   $ 209,753     $248,736
                                                      ------------------------------------------------------------------------------

Realized and unrealized gain (loss) on investments:
   Realized and unrealized gain (loss) from security
     transactions:
       Proceeds from sales                             55,917,389   18,425,413     17,344,859     4,550,901     780,310      289,302
       Cost of securities sold                         55,917,389   19,340,111     16,936,049     3,876,157     656,813      250,445
                                                      ------------------------------------------------------------------------------
   Net realized gain (loss)                                    --     (914,698)       408,810       674,744     123,497       38,857
                                                      ------------------------------------------------------------------------------

   Unrealized appreciation (depreciation) of
     investments:
       Beginning of year                                       --     (914,724)       233,720       131,809     450,565       99,777
       End of year                                             --            1       (914,724)    1,643,285     131,811      450,565
                                                      ------------------------------------------------------------------------------
   Net unrealized appreciation (depreciation) during
     the year                                                  --      914,725     (1,148,444)    1,511,476    (318,754)     350,788
                                                      ------------------------------------------------------------------------------

Net realized and unrealized gain (loss) on
   investments                                                 --           27       (739,634)    2,186,220    (195,257)     389,645
                                                      ------------------------------------------------------------------------------

Net increase (decrease) in net assets derived from
   operations                                         $ 1,481,440  $ 1,159,307    $   765,681    $2,499,749   $  14,496     $638,381
                                                      ==============================================================================
</TABLE>

*     Reflects the period from commencement of operations February 14, 1996
      through December 31, 1996

**    Reflects the period from commencement of operations May 1, 1997 through
      December 31, 1997

***   Reflects the period from commencement of operations May 1, 1998 through
      December 31, 1998

See accompanying notes.


                                       F-6
<PAGE>   54
<TABLE>
<CAPTION>
      PACIFIC RIM EMERGING MARKETS
               SUB-ACCOUNT                        EQUITY INDEX SUB-ACCOUNT                     EQUITY SUB-ACCOUNT
- ---------------------------------------------------------------------------------------------------------------------------
YEAR ENDED     YEAR ENDED    YEAR ENDED    YEAR ENDED   YEAR ENDED   PERIOD ENDED*  YEAR ENDED    YEAR ENDED   PERIOD ENDED*
DEC. 31/98     DEC. 31/97    DEC. 31/96    DEC. 31/98   DEC. 31/97    DEC. 31/96    DEC. 31/98    DEC. 31/97    DEC. 31/96
- ---------------------------------------------------------------------------------------------------------------------------
<S>            <C>           <C>           <C>          <C>          <C>            <C>           <C>          <C>

$        --    $    12,667    $ 239,201    $1,392,501   $ 2,468,634    $ 449,782    $ 3,871,537    $2,150,334     $  26,181
- ---------------------------------------------------------------------------------------------------------------------------




  4,347,338      1,556,257      443,740     2,890,323     1,982,591      231,179      1,483,382     1,891,337        54,581
  6,967,881      1,571,876      374,390     2,287,244     1,529,141      214,759      1,636,220     1,889,551        56,756
- ---------------------------------------------------------------------------------------------------------------------------
 (2,620,543)       (15,619)      69,350       603,079       453,450       16,420       (152,838)        1,786        (2,175)
- ---------------------------------------------------------------------------------------------------------------------------



 (2,120,318)        67,813       88,856       488,049       (46,898)          --        737,427       495,686            --
    421,880     (2,120,317)      67,813     6,270,171       488,048      (46,898)    (1,030,422)      737,427       495,686
- ---------------------------------------------------------------------------------------------------------------------------

  2,542,198     (2,188,130)     (21,043)    5,782,122       534,946      (46,898)    (1,767,849)      241,741       495,686
- ---------------------------------------------------------------------------------------------------------------------------


    (78,345)    (2,203,749)      48,307     6,385,201       988,396      (30,478)    (1,920,687)      243,527       493,511
- ---------------------------------------------------------------------------------------------------------------------------


$   (78,345)   $(2,191,082)   $ 287,508    $7,777,702   $ 3,457,030    $ 419,304    $ 1,950,850    $2,393,861     $ 519,692
===========================================================================================================================
</TABLE>


                                       F-7
<PAGE>   55
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                      Statements of Operations (continued)


<TABLE>
<CAPTION>
                                                           VALUE EQUITY SUB-ACCOUNT              GROWTH AND INCOME SUB-ACCOUNT
                                                     ------------------------------------------------------------------------------
                                                     YEAR ENDED   YEAR ENDED   PERIOD ENDED*  YEAR ENDED  YEAR ENDED   PERIOD ENDED*
                                                     DEC. 31/98   DEC. 31/97    DEC. 31/96    DEC. 31/98  DEC. 31/97    DEC. 31/96
                                                     ------------------------------------------------------------------------------
<S>                                                  <C>          <C>          <C>            <C>         <C>          <C>
Net investment income:
   Dividend income                                   $  976,745    $1,127,557    $  8,790     $1,500,080   $  556,761    $  1,952
                                                     ------------------------------------------------------------------------------

Realized and unrealized gain (loss) on investments:
   Realized and unrealized gain (loss) from
     security transactions:
       Proceeds from sales                            1,391,651     1,288,325     438,548      2,830,806    3,054,342      82,474
       Cost of securities sold                        1,104,171     1,107,952     417,223      2,030,090    2,467,777      77,312
                                                     ------------------------------------------------------------------------------
   Net realized gain (loss)                             287,480       180,373      21,325        800,716      586,565       5,162
                                                     ------------------------------------------------------------------------------

   Unrealized appreciation (depreciation) of
     investments:
       Beginning of year                              1,914,865       364,883          --      2,511,120      405,558          --
       End of year                                    2,133,232     1,914,865     364,883      6,362,451    2,511,120     405,558
                                                     ------------------------------------------------------------------------------
   Net unrealized appreciation (depreciation)
     during the year                                    218,367     1,549,982     364,883      3,851,331    2,105,562     405,558
                                                     ------------------------------------------------------------------------------

Net realized and unrealized gain (loss) on
   investments                                          505,847     1,730,355     386,208      4,652,047    2,692,127     410,720
                                                     ------------------------------------------------------------------------------
Net increase (decrease) in net assets derived
   from operations                                   $1,482,592    $2,857,912    $394,998     $6,152,127   $3,248,888    $412,672
                                                     ==============================================================================
</TABLE>

*     Reflects the period from commencement of operations February 14, 1996
      through December 31, 1996

**    Reflects the period from commencement of operations May 1, 1997 through
      December 31, 1997

***   Reflects the period from commencement of operations May 1, 1998 through
      December 31, 1998

See accompanying notes.


                                       F-8
<PAGE>   56
<TABLE>
<CAPTION>
     U.S. GOVERNMENT SECURITIES           CONSERVATIVE ASSET ALLOCATION           MODERATE ASSET ALLOCATION
            SUB-ACCOUNT                            SUB-ACCOUNT                            SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------------
YEAR ENDED  YEAR ENDED  PERIOD ENDED*  YEAR ENDED  YEAR ENDED  PERIOD ENDED*  YEAR ENDED  YEAR ENDED  PERIOD ENDED*
DEC. 31/98  DEC. 31/97   DEC. 31/96    DEC. 31/98  DEC. 31/97   DEC. 31/96    DEC. 31/98  DEC. 31/97   DEC. 31/96
- -----------------------------------------------------------------------------------------------------------------
<S>         <C>         <C>            <C>         <C>         <C>            <C>         <C>         <C>

$ 109,401   $ 123,037    $  26,995     $  72,830   $  42,335    $   8,660     $ 247,923   $  83,798    $   2,105
- -----------------------------------------------------------------------------------------------------------------




  986,654     750,917      141,134       207,048     236,418       30,301       147,097      71,531       45,521
  954,836     752,455      149,988       202,366     228,648       31,365       136,136      65,973       45,706
- -----------------------------------------------------------------------------------------------------------------
   31,818      (1,538)      (8,854)        4,682       7,770       (1,064)       10,961       5,558         (185)
- -----------------------------------------------------------------------------------------------------------------



   67,077      38,928           --        17,540       6,566           --       101,169      23,967           --
  106,893      67,077       38,928        24,976      17,540        6,566       183,104     101,169       23,967
- -----------------------------------------------------------------------------------------------------------------

   39,816      28,149       38,928         7,436      10,974        6,566        81,935      77,202       23,967
- -----------------------------------------------------------------------------------------------------------------


   71,634      26,611       30,074        12,118      18,744        5,502        92,896      82,760       23,782
- -----------------------------------------------------------------------------------------------------------------


$ 181,035   $ 149,648    $  57,069     $  84,948   $  61,079    $  14,162     $ 340,819   $ 166,558    $  25,887
=================================================================================================================
</TABLE>


                                       F-9
<PAGE>   57
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                      Statements of Operations (continued)


<TABLE>
<CAPTION>
                                                             AGGRESSIVE ASSET ALLOCATION           INTERNATIONAL SMALL CAP
                                                                     SUB-ACCOUNT                         SUB-ACCOUNT
                                                       ---------------------------------------------------------------------
                                                       YEAR ENDED    YEAR ENDED   PERIOD ENDED*   YEAR ENDED     YEAR ENDED
                                                       DEC. 31/98    DEC. 31/97    DEC. 31/96     DEC. 31/98     DEC. 31/97
                                                       ---------------------------------------------------------------------
<S>                                                    <C>           <C>          <C>             <C>            <C>
Net investment income:
   Dividend income                                     $   312,103   $   140,784   $    11,072    $     5,687    $       212
                                                       ---------------------------------------------------------------------

Realized and unrealized gain (loss) on investments:
   Realized and unrealized gain (loss) from security
     transactions:                                         210,791       226,753        79,723      3,812,286        206,034
       Proceeds from sales                                 181,226       204,492        82,946      3,842,577        203,025
                                                       ---------------------------------------------------------------------
       Cost of securities sold                              29,565        22,261        (3,223)       (30,291)         3,009
                                                       ---------------------------------------------------------------------
   Net realized gain (loss)

   Unrealized appreciation (depreciation) of
     investments:
       Beginning of year                                   164,721        43,313            --        (39,080)            --
       End of year                                         343,898       164,721        43,313        201,045        (39,080)
                                                       ---------------------------------------------------------------------
   Net unrealized appreciation (depreciation) during
     the year                                              179,177       121,408        43,313        240,125        (39,080)
                                                       ---------------------------------------------------------------------

Net realized and unrealized gain (loss) on
   investments                                             208,742       143,669        40,090        209,834        (36,071)
                                                       ---------------------------------------------------------------------

Net increase (decrease) in net assets derived from
   operations                                          $   520,845   $   284,453   $    51,162    $   215,521    $   (35,859)
                                                       =====================================================================
</TABLE>

*     Reflects the period from commencement of operations February 14, 1996
      through December 31, 1996

**    Reflects the period from commencement of operations May 1, 1997 through
      December 31, 1997

***   Reflects the period from commencement of operations May 1, 1998 through
      December 31, 1998

See accompanying notes.


                                      F-10
<PAGE>   58
<TABLE>
<CAPTION>
     BLUE CHIP GROWTH           SCIENCE & TECHNOLOGY          PILGRAM BAXTER GROWTH              SMALL/MID
       SUB-ACCOUNT                  SUB-ACCOUNT                    SUB-ACCOUNT                CAP SUB-ACCOUNT
- ---------------------------------------------------------------------------------------------------------------------
YEAR ENDED    YEAR ENDED     YEAR ENDED    PERIOD ENDED**  YEAR ENDED    PERIOD ENDED**  YEAR ENDED    PERIOD ENDED**
DEC. 31/98    DEC. 31/97     DEC. 31/98     DEC. 31/97     DEC. 31/98     DEC. 31/97     DEC. 31/98     DEC. 31/97
- ---------------------------------------------------------------------------------------------------------------------
<S>           <C>            <C>           <C>             <C>           <C>             <C>           <C>


$    98,459   $   104,304    $        --    $    16,815    $        --    $        --    $              $        --
- ---------------------------------------------------------------------------------------------------------------------



    933,491       121,709      7,343,188        457,533        341,421         37,770        341,669         52,379
    796,180       128,505      7,715,056        477,311        359,211         36,070        302,630         43,433
- ---------------------------------------------------------------------------------------------------------------------
    137,311        (6,796)      (371,868)       (19,778)       (17,790)         1,700         39,039          8,946
- ---------------------------------------------------------------------------------------------------------------------




    239,380            --        (62,464)            --        (18,510)            --         (4,182)            --
  1,759,946       239,382      1,460,009        (62,465)        75,390        (18,510)       830,276         (4,182)
- ---------------------------------------------------------------------------------------------------------------------

  1,520,566       239,382      1,522,473        (62,465)        93,900        (18,510)       834,458         (4,182)
- ---------------------------------------------------------------------------------------------------------------------


  1,657,877       232,586      1,150,605        (82,243)        76,110        (16,810)       873,497          4,764
- ---------------------------------------------------------------------------------------------------------------------


$ 1,756,336   $   336,890    $ 1,150,605    $   (65,428)   $    76,110    $   (16,810)   $   873,497    $     4,764
=====================================================================================================================

<CAPTION>
      WORLDWIDE GROWTH
        SUB-ACCOUNT
- ----------------------------
  YEAR ENDED    PERIOD ENDED**
  DEC. 31/98     DEC. 31/97
- ----------------------------
<S>             <C>


  $     5,574    $     2,704
- ----------------------------



      884,820         40,572
      870,108         38,790
- ----------------------------
       14,712          1,782
- ----------------------------




       (4,391)            --
       14,109         (4,391)
- ----------------------------

       18,500         (4,391)
- ----------------------------


       33,212         (2,609)
- ----------------------------


  $    38,786    $        95
============================
</TABLE>


                                      F-11
<PAGE>   59
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                      Statements of Operations (continued)


<TABLE>
<CAPTION>
                                                          GLOBAL                                                 VALUE
                                                    EQUITY SUB-ACCOUNT         GROWTH SUB-ACCOUNT              SUB-ACCOUNT
                                               -----------------------------------------------------------------------------------
                                                YEAR ENDED   PERIOD ENDED**  YEAR ENDED  PERIOD ENDED**  YEAR ENDED   PERIOD ENDED**
                                                DEC. 31/98     DEC. 31/97    DEC. 31/98    DEC. 31/97    DEC. 31/98     DEC. 31/97
                                               -----------------------------------------------------------------------------------
<S>                                            <C>           <C>            <C>          <C>             <C>          <C>
Net investment income:
   Dividend income                             $    167,578   $         --  $    95,683  $         --    $  117,791   $     33,133
                                               -----------------------------------------------------------------------------------

Realized and unrealized gain (loss) on
   investments:
   Realized and unrealized gain (loss) from
     security transactions:
       Proceeds from sales                       14,996,508          6,150    1,586,113         9,760       539,843         28,449
       Cost of securities sold                   15,031,676          5,777    1,462,588         8,653       517,327         25,668
                                               -----------------------------------------------------------------------------------
   Net realized gain (loss)                         (35,168)           373      123,525         1,107        22,516          2,781
                                               -----------------------------------------------------------------------------------

   Unrealized appreciation (depreciation) of
     investments:
       Beginning of year                             32,115             --       15,489            --       (20,774)            --
       End of year                                  246,571         32,115      482,024        15,489      (250,247)       (20,774)
                                               -----------------------------------------------------------------------------------
   Net unrealized appreciation
     (depreciation) during the year                 214,456         32,115      466,535        15,489      (229,473)       (20,774)
                                               -----------------------------------------------------------------------------------

Net realized and unrealized gain (loss) on
   investments                                      179,288         32,488      590,060        16,596      (206,957)       (17,993)
                                               -----------------------------------------------------------------------------------

Net increase (decrease) in net assets derived
   from operations                             $    346,866   $     32,488  $   685,743  $     16,596    $  (89,166)  $     15,140
                                               ===================================================================================
</TABLE>

*     Reflects the period from commencement of operations February 14, 1996
      through December 31, 1996

**    Reflects the period from commencement of operations May 1, 1997 through
      December 31, 1997

***   Reflects the period from commencement of operations May 1, 1998 through
      December 31, 1998

See accompanying notes.


                                      F-12
<PAGE>   60
<TABLE>
<CAPTION>
 INTERNATIONAL GROWTH AND                                                                         GLOBAL
         INCOME                      HIGH YIELD                  STRATEGIC BOND                GOVERNMENT BOND
       SUB-ACCOUNT                   SUB-ACCOUNT                   SUB-ACCOUNT                   SUB-ACCOUNT
- ----------------------------------------------------------------------------------------------------------------------
YEAR ENDED    PERIOD ENDED**  YEAR ENDED    PERIOD ENDED**  YEAR ENDED    PERIOD ENDED**   YEAR ENDED   PERIOD ENDED**
DEC. 31/98     DEC. 31/97     DEC. 31/98     DEC. 31/97     DEC. 31/98     DEC. 31/97      DEC. 31/98    DEC. 31/97
- ----------------------------------------------------------------------------------------------------------------------
<S>           <C>             <C>           <C>             <C>           <C>             <C>           <C>


$    51,082    $        --    $   151,912    $    39,931    $    86,088    $        --    $    27,334    $        --
- ----------------------------------------------------------------------------------------------------------------------





  7,091,488         18,809      2,330,540        347,712        556,779         18,384        370,605          3,662
  7,095,830         18,622      2,338,454        339,830        574,721         17,681        378,835          3,587
- ----------------------------------------------------------------------------------------------------------------------
     (4,342)           187         (7,914)         7,882        (17,942)           703         (8,230)            75
- ----------------------------------------------------------------------------------------------------------------------



    (39,257)            --        (13,453)            --         10,709             --          3,801             --
     47,306        (39,257)      (109,324)       (13,453)       (59,931)        10,709          6,299          3,801
- ----------------------------------------------------------------------------------------------------------------------

     86,563        (39,257)       (95,871)       (13,453)       (70,640)        10,709          2,498          3,801
- ----------------------------------------------------------------------------------------------------------------------


     82,221        (39,070)      (103,785)        (5,571)       (88,582)        11,412         (5,732)         3,876
- ----------------------------------------------------------------------------------------------------------------------


$   133,303    $   (39,070)   $    48,127    $    34,360    $    (2,494)   $    11,412    $    21,602    $     3,876
======================================================================================================================

<CAPTION>
        INVESTMENT
        QUALITY BOND
        SUB-ACCOUNT
- ---------------------------
  YEAR ENDED   PERIOD ENDED**
  DEC. 31/98    DEC. 31/97
- ---------------------------
<S>            <C>


  $    20,278   $        --
- ---------------------------





      134,493         4,700
      127,939         4,564
- ---------------------------
        6,554           136
- ---------------------------



        6,089            --
       33,941         6,089
- ---------------------------

       27,852         6,089
- ---------------------------


       34,406         6,225
- ---------------------------


  $    54,684   $     6,225
===========================
</TABLE>


                                      F-13
<PAGE>   61
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                      Statements of Operations (continued)

<TABLE>
<CAPTION>
                                                       LIFESTYLE                                               LIFESTYLE
                                                    AGGRESSIVE 1000                 LIFESTYLE                 BALANCED 640
                                                      SUB-ACCOUNT             GROWTH 820 SUB-ACCOUNT          SUB-ACCOUNT
                                               -------------------------------------------------------------------------------------
                                               YEAR ENDED   PERIOD ENDED**  YEAR ENDED   PERIOD ENDED**  YEAR ENDED   PERIOD ENDED**
                                               DEC. 31/98     DEC. 31/97    DEC. 31/98     DEC. 31/97    DEC. 31/98     DEC. 31/97
                                               -------------------------------------------------------------------------------------
<S>                                            <C>          <C>             <C>          <C>             <C>          <C>     
Net investment income:                          $ 168,006      $  4,916      $ 629,682      $ 36,584      $ 189,230      $ 16,038
                                               -------------------------------------------------------------------------------------
   Dividend income                                                                                                    
                                                                                                                      
Realized and unrealized gain (loss) on                                                                                
   investments:                                                                                                       
   Realized and unrealized gain (loss) from                                                                           
     security transactions:                       787,348        18,722        634,837        53,801        896,183       152,797
       Proceeds from sales                        797,310        17,881        654,079        50,741        898,112       147,960
                                               -------------------------------------------------------------------------------------
       Cost of securities sold                     (9,962)          841        (19,242)        3,060         (1,929)        4,837
                                               -------------------------------------------------------------------------------------
   Net realized gain (loss)                                                                                           
                                                                                                                      
   Unrealized appreciation (depreciation) of                                                                          
     investments:                                 (11,048)           --        (24,738)           --         43,780            --
       Beginning of year                          (67,117)      (11,049)        90,282       (24,740)        81,488        43,781
                                               -------------------------------------------------------------------------------------
       End of year                                                                                                    
   Net unrealized appreciation (depreciation)                                                                         
     during the year                              (56,069)      (11,049)       115,020       (24,740)        37,708        43,781
                                               -------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on                                                                            
     investments                                  (66,031)      (10,208)        95,778       (21,680)        35,779        48,618
                                               -------------------------------------------------------------------------------------
                                                                                                                      
                                                                                                                      
Net increase (decrease) in net assets derived                                                                         
   from operations                              $ 101,975      $ (5,292)     $ 725,460      $ 14,904      $ 225,009      $ 64,656
                                               =====================================================================================
</TABLE>

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.


                                      F-14
<PAGE>   62
<TABLE>
<CAPTION>
           LIFESTYLE                      LIFESTYLE              SMALL COMPANY
         MODERATE 460                  CONSERVATIVE 280           VALUE TRUST
          SUB-ACCOUNT                    SUB-ACCOUNT              SUB-ACCOUNT                      TOTAL
- -----------------------------------------------------------------------------------------------------------------------------
 YEAR ENDED    PERIOD ENDED**    YEAR ENDED   PERIOD ENDED**    PERIOD ENDED***   YEAR ENDED     YEAR ENDED     YEAR ENDED
 DEC. 31/98      DEC. 31/97      DEC. 31/98     DEC. 31/97        DEC. 31/98      DEC. 31/98     DEC. 31/97     DEC. 31/96
- -----------------------------------------------------------------------------------------------------------------------------


<S>            <C>               <C>          <C>               <C>              <C>             <C>            <C>         
$  20,025       $   842          $   552         $  9             $     --       $ 28,132,536    $ 8,330,428    $ 22,590,083
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
  195,747         2,366           64,048          173               20,186        138,107,190     49,351,462      28,281,133
  204,400         2,372           62,423          172               23,678        134,346,562     45,853,994      26,801,043
- -----------------------------------------------------------------------------------------------------------------------------
   (8,653)           (6)           1,625            1               (3,492)         3,760,628      3,497,468       1,480,090
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
                                                                                                                
        4            --               29           --                   --         33,986,145      3,720,050      11,108,413
   19,896             3            5,724           29               10,664         45,119,935     33,986,146       3,720,050
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                
   19,892             3            5,695           29               10,664         11,133,790     30,266,096      (7,388,363)
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
   11,239            (3)           7,320           30                7,172         14,894,418     33,763,564      (5,908,273)
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
                                                                                                                
$  31,264       $   839          $ 7,872         $ 39             $  7,172       $ 43,026,954    $42,093,992    $ 16,681,810
============================================================================================================================
</TABLE>


                                      F-15
<PAGE>   63
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                       Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                       EMERGING GROWTH                              QUANTITATIVE EQUITY
                                                         SUB-ACCOUNT                                    SUB-ACCOUNT
                                        --------------------------------------------------------------------------------------------
                                         YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED
                                         DEC. 31/98      DEC. 31/97      DEC. 31/96      DEC. 31/98      DEC. 31/97      DEC. 31/96
                                        --------------------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>             <C>             <C>            <C>         
FROM OPERATIONS
Net investment income                   $    995,471    $         --    $  7,702,014    $  5,169,494    $         --   $  4,240,752
Net realized gain (loss)                   1,245,244       1,198,803         569,439       1,617,119         973,358        246,141
Net unrealized appreciation
   (depreciation) of investments
   during the period                      (2,091,940)      8,384,375      (6,435,411)      3,915,612       7,935,295       (760,981)
                                        --------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
   derived from operations                   148,775       9,583,178       1,836,042      10,702,225       8,908,653      3,725,912
                                        --------------------------------------------------------------------------------------------

FROM CAPITAL TRANSACTIONS
Additions (deductions) from:
   Transfer of net premiums               12,733,443      16,038,468      22,504,630       7,242,095       7,834,132      9,633,477
   Transfer on death                              --              --              --              --              --             --
   Transfer on terminations               (6,445,689)     (6,450,838)     (4,593,540)     (3,997,775)     (4,132,053)    (2,214,864)
   Transfer on policy loans                 (218,046)       (358,214)       (610,713)       (273,706)       (432,977)      (113,064)
   Net interfund transfers                (5,805,034)     (6,440,946)        (11,484)     (1,628,360)        (60,101)     1,337,385
                                        --------------------------------------------------------------------------------------------
                                             264,674       2,788,470      17,288,893       1,342,254       3,209,001      8,642,934
                                        --------------------------------------------------------------------------------------------
Net increase (decrease) in net assets        413,449      12,371,648      19,124,935      12,044,479      12,117,654     12,368,846


NET ASSETS
Beginning of year                         66,343,106      53,971,458      34,846,523      40,149,248      28,031,594     15,662,748
                                        --------------------------------------------------------------------------------------------
End of year                             $ 66,756,555    $ 66,343,106    $ 53,971,458    $ 52,193,727    $ 40,149,248   $ 28,031,594
                                        ============================================================================================
</TABLE>

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.


                                      F-16
<PAGE>   64
<TABLE>
<CAPTION>
                                                                                                   CAPITAL GROWTH
         REAL ESTATE SECURITIES                           BALANCED                                      BOND
               SUB-ACCOUNT                               SUB-ACCOUNT                                 SUB-ACCOUNT
- --------------------------------------------------------------------------------------------------------------------------------
  YEAR ENDED   YEAR ENDED   YEAR ENDED      YEAR ENDED    YEAR ENDED    YEAR ENDED      YEAR ENDED    YEAR ENDED    YEAR ENDED
  DEC. 31/98   DEC. 31/97   DEC. 31/96      DEC. 31/98    DEC. 31/97    DEC. 31/96      DEC. 31/98    DEC. 31/97    DEC. 31/96
- --------------------------------------------------------------------------------------------------------------------------------

<S>           <C>           <C>             <C>           <C>           <C>             <C>           <C>           <C>        
$ 3,092,425   $        --   $ 2,776,056     $ 5,710,136   $        --   $ 4,478,042     $ 1,051,960   $        --   $   864,430
    381,699       236,228        28,370         686,522       619,554       162,529         351,921         9,280       (70,812)
                                                                                                                    
                                                                                                                    
 (7,717,257)    3,664,346     1,407,029        (293,599)    5,668,002    (1,735,335)        110,113     1,422,776      (376,969)
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    
 (4,243,133)    3,900,574     4,211,455       6,103,059     6,287,556     2,905,236       1,513,994     1,432,056       416,649
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    
                                                                                                                    
                                                                                                                    
  5,859,264     5,723,061     4,465,307       7,177,808     8,963,510    10,619,657       3,364,775     4,146,312     4,480,626
         --            --            --              --       (44,313)           --              --            --            --
 (2,117,340)   (2,219,786)   (1,347,117)     (4,188,769)   (3,729,355)   (2,563,981)     (1,655,470)   (1,575,696)   (1,205,581)
    (77,402)     (369,877)      (65,858)       (150,786)     (417,435)     (355,780)        (32,638)     (105,540)      (27,779)
 (2,327,888)    1,279,970       467,823        (534,390)   (2,581,258)     (394,561)       (584,488)      (81,587)      685,493
- --------------------------------------------------------------------------------------------------------------------------------
  1,336,634     4,413,368     3,520,155       2,303,863     2,191,149     7,305,335       1,092,179     2,383,489     3,932,759
- --------------------------------------------------------------------------------------------------------------------------------
 (2,906,499)    8,313,942     7,731,610       8,406,922     8,478,705    10,210,571       2,606,173     3,815,545     4,349,408
                                                                                                                    
                                                                                                                    
 25,603,002    17,289,060     9,557,450      41,823,014    33,344,309    23,133,738      18,639,105    14,823,560    10,474,152
- --------------------------------------------------------------------------------------------------------------------------------
$22,696,503   $25,603,002   $17,289,060     $50,229,936   $41,823,014   $33,344,309     $21,245,278   $18,639,105   $14,823,560
================================================================================================================================
</TABLE>


                                      F-17
<PAGE>   65
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                         MONEY MARKET                               INTERNATIONAL STOCK
                                                         SUB-ACCOUNT                                    SUB-ACCOUNT
                                        -------------------------------------------------------------------------------------------
                                         YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED     YEAR ENDED
                                         DEC. 31/98      DEC. 31/97      DEC. 31/96      DEC. 31/98      DEC. 31/97     DEC. 31/96
                                        -------------------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>             <C>             <C>             <C>        
FROM OPERATIONS
Net investment income                   $  1,481,440    $  1,159,280    $  1,505,315    $    313,529    $    209,753    $   248,736
Net realized gain (loss)                          --        (914,698)        408,810         674,744         123,497         38,857
Net unrealized appreciation
   (depreciation) of investments
   during the period                              --         914,725      (1,148,444)      1,511,476        (318,754)       350,788
                                        -------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
   derived from operations                 1,481,440       1,159,307         765,681       2,499,749          14,496        638,381
                                        -------------------------------------------------------------------------------------------

FROM CAPITAL TRANSACTIONS
Additions (deductions) from:
   Transfer of net premiums               22,297,227      33,859,872      23,926,029       4,538,425       5,795,630      4,320,339
   Transfer on death                              --              --              --              --              --             --
   Transfer on terminations               (3,358,411)     (2,797,321)     (2,399,186)     (1,187,826)     (1,224,478)      (555,702)
   Transfer on policy loans                 (384,658)       (282,014)        (34,484)        (59,954)       (106,208)       (31,389)
   Net interfund transfers               (17,755,116)    (20,937,650)    (16,858,040)       (574,437)      1,344,064      2,632,184
                                        -------------------------------------------------------------------------------------------
                                             799,042       9,842,887       4,634,319       2,716,208       5,809,008      6,365,432
                                        -------------------------------------------------------------------------------------------
Net increase (decrease) in net assets      2,280,482      11,002,194       5,400,000       5,215,957       5,823,504      7,003,813

NET ASSETS
Beginning of year                         29,427,581      18,425,387      13,025,387      15,361,685       9,538,181      2,534,368
                                        -------------------------------------------------------------------------------------------
End of year                             $ 31,708,063    $ 29,427,581    $ 18,425,387    $ 20,577,642    $ 15,361,685    $ 9,538,181
                                        ===========================================================================================
</TABLE>

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.


                                      F-18
<PAGE>   66
<TABLE>
<CAPTION>
PACIFIC RIM EMERGING MARKETS SUB-ACCOUNT            EQUITY INDEX SUB-ACCOUNT                        EQUITY SUB-ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
 YEAR ENDED     YEAR ENDED    YEAR ENDED   YEAR ENDED      YEAR ENDED     PERIOD ENDED*   YEAR ENDED     YEAR ENDED    PERIOD ENDED*
 DEC. 31/98     DEC. 31/97    DEC. 31/96   DEC. 31/98      DEC. 31/97      DEC. 31/96     DEC. 31/98     DEC. 31/97     DEC. 31/96
- ------------------------------------------------------------------------------------------------------------------------------------


<S>            <C>           <C>           <C>            <C>             <C>            <C>            <C>            <C>        
$        --    $    12,667   $   239,201   $ 1,392,501    $  2,468,634    $   449,782    $  3,871,537   $  2,150,334    $    26,181
 (2,620,543)       (15,619)       69,350       603,079         453,450         16,420        (152,838)         1,786         (2,175)
                                          
                                          
  2,542,198     (2,188,130)      (21,043)    5,782,122         534,946        (46,898)     (1,767,849)       241,741        495,686
- ------------------------------------------------------------------------------------------------------------------------------------
                                          
    (78,345)    (2,191,082)      287,508     7,777,702       3,457,030        419,304       1,950,850      2,393,861        519,692
- ------------------------------------------------------------------------------------------------------------------------------------
                                          
                                          
                                          
  1,563,148      2,059,145     2,541,885    12,850,700       7,852,789      5,327,031       5,682,311      7,868,634      4,931,946
         --             --            --            --              --             --              --             --             --
   (436,588)      (620,211)     (354,050)   (2,024,088)       (781,683)      (136,828)     (1,536,387)    (1,054,893)      (260,549)
    (15,173)       (58,638)      (25,816)     (475,140)       (721,710)            --         (34,034)       (45,576)       (65,890)
    229,348       (630,778)    1,682,204     6,006,985       3,377,661        876,961          19,738        778,412      3,345,171
- ------------------------------------------------------------------------------------------------------------------------------------
  1,340,735        749,518     3,844,223    16,358,457       9,727,057      6,067,164       4,131,628      7,546,577      7,950,678
- ------------------------------------------------------------------------------------------------------------------------------------
  1,262,390     (1,441,564)    4,131,731    24,136,159      13,184,087      6,486,468       6,082,478      9,940,438      8,470,370
                                          
                                          
  4,357,924      5,799,488     1,667,757    19,670,555       6,486,468             --      18,410,808      8,470,370             --
- ------------------------------------------------------------------------------------------------------------------------------------
$ 5,620,314    $ 4,357,924   $ 5,799,488   $43,806,714    $ 19,670,555    $ 6,486,468    $ 24,493,286   $ 18,410,808    $ 8,470,370
====================================================================================================================================
</TABLE>                                   


                                      F-19
<PAGE>   67
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                        VALUE EQUITY                                 GROWTH AND INCOME
                                                         SUB-ACCOUNT                                    SUB-ACCOUNT
                                        --------------------------------------------------------------------------------------------
                                         YEAR ENDED      YEAR ENDED     PERIOD ENDED*   YEAR ENDED      YEAR ENDED     PERIOD ENDED*
                                         DEC. 31/98      DEC. 31/97      DEC. 31/96     DEC. 31/98      DEC. 31/97      DEC. 31/96
                                        --------------------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>            <C>             <C>             <C>        
FROM OPERATIONS
Net investment income                   $    976,745    $  1,127,557    $     8,790    $  1,500,080    $    556,761    $     1,952
Net realized gain (loss)                     287,480         180,373         21,325         800,716         586,565          5,162
Net unrealized appreciation
   (depreciation) of investments
   during the period                         218,367       1,549,982        364,883       3,851,331       2,105,562        405,558
                                        ------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
   derived from operations                 1,482,592       2,857,912        394,998       6,152,127       3,248,888        412,672
                                        ------------------------------------------------------------------------------------------

FROM CAPITAL TRANSACTIONS
Additions (deductions) from:
   Transfer of net premiums                3,243,426       4,090,507      3,266,118       6,862,398       7,079,242      2,527,210
   Transfer on death                              --              --             --              --              --             --
   Transfer on terminations               (1,437,923)       (793,110)      (147,201)     (1,576,405)       (910,308)       (98,012)
   Transfer on policy loans                  (98,668)        (69,774)       (36,263)        (46,701)        (76,204)       (13,676)
   Net interfund transfers                   563,898       3,108,426      2,150,892       2,330,998       4,479,340      2,756,146
                                        ------------------------------------------------------------------------------------------
                                           2,270,733       6,336,049      5,233,546       7,570,290      10,572,070      5,171,668
                                        ------------------------------------------------------------------------------------------
Net increase (decrease) in net assets      3,753,325       9,193,961      5,628,544      13,722,417      13,820,958      5,584,340

NET ASSETS
Beginning of year                         14,822,505       5,628,544             --      19,405,298       5,584,340             --
                                        ------------------------------------------------------------------------------------------
End of year                             $ 18,575,830    $ 14,822,505    $ 5,628,544    $ 33,127,715    $ 19,405,298    $ 5,584,340
                                        ==========================================================================================
</TABLE>

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.


                                      F-20
<PAGE>   68
<TABLE>
<CAPTION>
              U.S. GOVERNMENT                           CONSERVATIVE ASSET                           MODERATE ASSET             
                SECURITIES                                 ALLOCATION                                 ALLOCATION
                SUB-ACCOUNT                                SUB-ACCOUNT                                SUB-ACCOUNT
- ----------------------------------------------------------------------------------------------------------------------------------
  YEAR ENDED    YEAR ENDED    PERIOD ENDED*   YEAR ENDED   YEAR ENDED    PERIOD ENDED*  YEAR ENDED    YEAR ENDED     PERIOD ENDED*
  DEC. 31/98    DEC. 31/97     DEC. 31/96     DEC. 31/98   DEC. 31/97     DEC. 31/96    DEC. 31/98    DEC. 31/97      DEC. 31/96
- ----------------------------------------------------------------------------------------------------------------------------------


<S>            <C>            <C>             <C>          <C>           <C>            <C>           <C>            <C>      
$   109,401    $   123,037    $    26,995     $  72,830    $  42,335     $   8,660      $  247,923    $    83,798    $   2,105
     31,818         (1,538)        (8,854)        4,682        7,770        (1,064)         10,961          5,558         (185)
                                                                                        
                                                                                        
     39,816         28,149         38,928         7,436       10,974         6,566          81,935         77,202       23,967
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                        
    181,035        149,648         57,069        84,948       61,079        14,162         340,819        166,558       25,887
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                        
                                                                                        
                                                                                        
    664,545        745,345        757,201       176,976      334,314       143,807         895,345        692,412      348,167
         --             --             --            --           --            --              --             --           --
   (154,411)      (221,531)       (35,748)      (52,005)     (34,376)      (33,413)       (208,435)      (104,738)     (25,611)
    (32,573)       (50,875)       (30,576)           --           --            --          (7,332)          (346)          --
    423,298        (76,765)       929,361        46,253      (37,686)      246,043         230,395        588,790      183,575
- ----------------------------------------------------------------------------------------------------------------------------------
    900,859        396,174      1,620,238       171,224      262,252       356,437         909,973      1,176,118      506,131
- ----------------------------------------------------------------------------------------------------------------------------------
  1,081,894        545,822      1,677,307       256,172      323,331       370,599       1,250,792      1,342,676      532,018
                                                                                        
                                                                                        
  2,223,129      1,677,307             --       693,930      370,599            --       1,874,694        532,018           --
- ----------------------------------------------------------------------------------------------------------------------------------
$ 3,305,023    $ 2,223,129    $ 1,677,307     $ 950,102    $ 693,930     $ 370,599      $3,125,486    $ 1,874,694    $ 532,018
==================================================================================================================================
</TABLE>        


                                      F-21
<PAGE>   69
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                             AGGRESSIVE ASSET ALLOCATION         INTERNATIONAL SMALL CAP     BLUE CHIP GROWTH
                                                    SUB-ACCOUNT                        SUB-ACCOUNT              SUB-ACCOUNT
                                        --------------------------------------------------------------------------------------------
                                        YEAR ENDED   YEAR ENDED   PERIOD ENDED*  YEAR ENDED   YEAR ENDED   YEAR ENDED    YEAR ENDED
                                        DEC. 31/98   DEC. 31/97    DEC. 31/96    DEC. 31/98   DEC. 31/97   DEC. 31/98    DEC. 31/97
                                        --------------------------------------------------------------------------------------------
<S>                                     <C>          <C>          <C>            <C>          <C>          <C>            <C>     
FROM OPERATIONS
Net investment income                   $  312,103   $  140,784     $  11,072    $    5,687   $      212   $    98,459   $  104,304
Net realized gain (loss)                    29,565       22,261        (3,223)      (30,291)       3,009       137,311       (6,796)
Net unrealized appreciation                                                                                
   (depreciation) of investments                                                                           
   during the period                       179,177      121,408        43,313       240,125      (39,080)    1,520,566      239,382
                                        -------------------------------------------------------------------------------------------
Net increase (decrease) in net                                                                             
   assets derived from operations          520,845      284,453        51,162       215,521      (35,859)    1,756,336      336,890
                                        -------------------------------------------------------------------------------------------
                                                                                                           
FROM CAPITAL TRANSACTIONS                                                                                  
Additions (deductions) from:                                                                               
   Transfer of net premiums                953,535    1,008,793       387,073       923,655      609,617     3,950,204    1,748,929
   Transfer on death                            --           --            --            --           --            --           --
   Transfer on terminations               (257,332)    (143,026)      (58,999)      (94,819)     (48,039)     (422,824)    (152,046)
   Transfer on policy loans                 (9,000)      (2,986)           --       (11,877)      (2,873)      (27,578)      (5,593)
   Net interfund transfers                 193,464      263,513       434,224       258,711      879,398     1,683,424    1,850,202
                                        -------------------------------------------------------------------------------------------
                                           880,667    1,126,294       762,298     1,075,670    1,438,103     5,183,226    3,441,492
                                        -------------------------------------------------------------------------------------------
Net increase (decrease) in net assets    1,401,512    1,410,747       813,460     1,291,191    1,402,244     6,939,562    3,778,382
                                                                                                           
NET ASSETS                                                                                                 
Beginning of year                        2,224,207      813,460            --     1,402,244           --     3,778,382           --
                                        -------------------------------------------------------------------------------------------
End of year                             $3,625,719   $2,224,207     $ 813,460    $2,693,435   $1,402,244   $10,717,944   $3,778,382
                                        ===========================================================================================
</TABLE>                                                        

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.



                                      F-22
<PAGE>   70
<TABLE>
<CAPTION>
   SCIENCE &TECHNOLOGY              PILGRAM BAXTER GROWTH                                            WORLDWIDE GROWTH
       SUB-ACCOUNT                       SUB-ACCOUNT             SMALL/MID CAP SUB-ACCOUNT              SUB-ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED     PERIOD ENDED**    YEAR ENDED    PERIOD ENDED**    YEAR ENDED    PERIOD ENDED**    YEAR ENDED    PERIOD ENDED**
DEC. 31/98      DEC. 31/97       DEC. 31/98      DEC. 31/97      DEC. 31/98      DEC. 31/97      DEC. 31/98     DEC. 31/97
- ------------------------------------------------------------------------------------------------------------------------------

<S>            <C>              <C>              <C>            <C>            <C>              <C>              <C>      
$        --    $    16,815      $        --      $      --      $        --    $        --      $     5,574      $   2,704
   (371,868)       (19,778)         (17,790)         1,700           39,039          8,946           14,712          1,782
                                                                                                               
                                                                                                               
  1,522,473        (62,465)          93,900        (18,510)         834,458         (4,182)          18,500         (4,391)
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                               
  1,150,605        (65,428)          76,110        (16,810)         873,497          4,764           38,786             95
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                               
                                                                                                               
                                                                                                               
  1,150,664        361,963          515,555        141,492        1,769,196        757,544          396,653        143,932
         --             --               --             --               --             --               --             --
    (90,696)       (21,603)         (58,953)        (7,886)        (173,727)       (32,683)         (41,648)        (4,603)
    (13,553)          (904)         (11,158)            --           (9,934)          (269)          (6,172)        (1,290)
  1,674,262        791,001          520,806        444,653        1,932,598        742,521          377,034        177,277
- ------------------------------------------------------------------------------------------------------------------------------
  2,720,677      1,130,457          966,250        578,259        3,518,133      1,467,113          725,867        315,316
- ------------------------------------------------------------------------------------------------------------------------------
  3,871,282      1,065,029        1,042,360        561,449        4,391,630      1,471,877          764,653        315,411
                                                                                                               
                                                                                                               
  1,065,029             --          561,449             --        1,471,877             --          315,411             --
- ------------------------------------------------------------------------------------------------------------------------------
$ 4,936,311    $ 1,065,029      $ 1,603,809      $ 561,449      $ 5,863,507    $ 1,471,877      $ 1,080,064      $ 315,411
==============================================================================================================================
</TABLE>


                                      F-23
<PAGE>   71
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                         GLOBAL EQUITY SUB-ACCOUNT        GROWTH SUB-ACCOUNT           VALUE SUB-ACCOUNT
                                        ---------------------------------------------------------------------------------------
                                        YEAR ENDED    PERIOD ENDED**  YEAR ENDED   PERIOD ENDED**   YEAR ENDED   PERIOD ENDED**
                                        DEC. 31/98      DEC. 31/97    DEC. 31/98     DEC. 31/97     DEC. 31/98     DEC. 31/97
                                        ---------------------------------------------------------------------------------------
<S>                                     <C>           <C>             <C>          <C>              <C>          <C>        
FROM OPERATIONS
Net investment income                   $   167,578    $        --    $    95,683    $        --    $   117,791    $    33,133
Net realized gain (loss)                    (35,168)           373        123,525          1,107         22,516          2,781
Net unrealized appreciation
   (depreciation) of investments
   during the period                        214,456         32,115        466,535         15,489       (229,473)       (20,774)
                                        ---------------------------------------------------------------------------------------
Net increase (decrease) in net assets
   derived from operations                  346,866         32,488        685,743         16,596        (89,166)        15,140
                                        ---------------------------------------------------------------------------------------

FROM CAPITAL TRANSACTIONS
Additions (deductions) from:
   Transfer of net premiums               1,830,508        697,468      3,294,658        470,000      1,600,753        346,369
   Transfer on death                             --             --             --             --             --             --
   Transfer on terminations                (146,797)       (22,616)      (107,258)       (29,691)      (117,194)       (21,998)
   Transfer on policy loans                  (6,447)          (283)       (38,221)        (2,329)       (12,965)        (1,030)
   Net interfund transfers                  750,096        761,527      1,662,737        794,709      1,104,824        742,495
                                        ---------------------------------------------------------------------------------------
                                          2,427,360      1,436,096      4,811,916      1,232,689      2,575,418      1,065,836
                                        ---------------------------------------------------------------------------------------
Net increase (decrease) in net            2,774,226      1,468,584      5,497,659      1,249,285      2,486,252      1,080,976
assets

NET ASSETS
Beginning of year                         1,468,584             --      1,249,285             --      1,080,976             --
                                        ---------------------------------------------------------------------------------------
End of year                             $ 4,242,810    $ 1,468,584    $ 6,746,944    $ 1,249,285    $ 3,567,228    $ 1,089,976
                                        =======================================================================================
</TABLE>

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.


                                      F-24
<PAGE>   72
<TABLE>
<CAPTION>
  INTERNATIONAL GROWTH AND                                                                    GLOBAL GOVERNMENT BOND 
    INCOME SUB-ACCOUNT           HIGH YIELD SUB-ACCOUNT       STRATEGIC BOND SUB-ACCOUNT            SUB-ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------
YEAR ENDED    PERIOD ENDED**   YEAR ENDED   PERIOD ENDED**    YEAR ENDED   PERIOD ENDED**    YEAR ENDED   PERIOD ENDED**
DEC. 31/98     DEC. 31/97      DEC. 31/98     DEC. 31/97      DEC. 31/98     DEC. 31/97      DEC. 31/98    DEC. 31/97
- ------------------------------------------------------------------------------------------------------------------------

<S>           <C>             <C>           <C>               <C>          <C>               <C>          <C>      
$    51,082    $      --      $   151,912    $    39,931      $   86,088    $      --        $  27,334      $      --
     (4,342)         187           (7,914)         7,882         (17,942)         703           (8,230)            75
                                                                                                            
                                                                                                            
     86,563      (39,257)         (95,871)       (13,453)        (70,640)      10,709            2,498          3,801
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                            
    133,303      (39,070)          48,127         34,360          (2,494)      11,412           21,602          3,876
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                            
                                                                                                            
                                                                                                            
    515,640      744,217          943,552        276,881       1,272,907      273,501          143,923         58,746
- ------------------------------------------------------------------------------------------------------------------------
    (50,349)      (9,912)        (111,555)       (31,310)       (103,790)     (11,295)         (17,835)        (2,335)
     (2,253)          --           (7,304)        (6,696)        (10,279)        (504)          (6,107)            --
     23,545       90,093          158,145        797,757       1,091,881      380,876          277,425        161,473
- ------------------------------------------------------------------------------------------------------------------------
    486,583      824,398          982,838      1,036,632       2,250,719      642,578          397,406        217,884
- ------------------------------------------------------------------------------------------------------------------------
    619,886      785,328        1,030,965      1,070,992       2,248,225      653,990          419,008        221,760
                                                                                                            
                                                                                                            
    785,328           --        1,070,992             --         653,990           --          221,760             --
- ------------------------------------------------------------------------------------------------------------------------
$ 1,405,214    $ 785,328      $ 2,101,957    $ 1,070,992      $2,902,215    $ 653,990        $ 640,768      $ 221,760
========================================================================================================================
</TABLE>


                                      F-25
<PAGE>   73
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                        INVESTMENT QUALITY BOND SUB-   LIFESTYLE AGGRESSIVE 1000 SUB-     LIFESTYLE GROWTH 820 SUB-
                                                  ACCOUNT                         ACCOUNT                          ACCOUNT
                                        --------------------------------------------------------------------------------------------
                                        YEAR ENDED    PERIOD ENDED**   YEAR ENDED     PERIOD ENDED**    YEAR ENDED    PERIOD ENDED**
                                        DEC. 31/98      DEC. 31/97     DEC. 31/98       DEC. 31/97      DEC. 31/98      DEC. 31/97
                                        --------------------------------------------------------------------------------------------
<S>                                     <C>           <C>              <C>            <C>              <C>            <C>        
FROM OPERATIONS                                                                                                       
Net investment income                   $    20,278     $        --    $   168,006     $     4,916     $    629,682    $    36,584
Net realized gain (loss)                      6,554             136         (9,962)            841          (19,242)         3,060
Net unrealized appreciation                                                                                           
   (depreciation) of investments                                                                                      
   during the period                         27,852           6,089        (56,069)        (11,049)         115,020        (24,740)
                                        --------------------------------------------------------------------------------------------
Net increase (decrease) in net assets                                                                                 
   derived from operations                   54,684           6,225        101,975          (5,292)         725,460         14,904
                                        --------------------------------------------------------------------------------------------
                                                                                                                      
FROM CAPITAL TRANSACTIONS                                                                                             
Additions (deductions) from:                                                                                          
   Transfer of net premiums                 443,446          75,411      1,299,712         421,769        7,009,770      2,011,046
   Transfer on death                             --              --             --              --               --             --
   Transfer on terminations                 (45,715)         (3,321)      (258,375)        (47,502)        (827,050)       (85,509)
   Transfer on policy loans                 (46,096)             --        (26,714)         (3,766)        (176,891)          (826)
   Net interfund transfers                  762,855         182,692        316,522       2,063,763        3,867,109      3,319,383
                                        --------------------------------------------------------------------------------------------
                                          1,114,490         254,782      1,331,145       2,434,264        9,872,938      5,244,094
                                        --------------------------------------------------------------------------------------------
Net increase (decrease) in net assets     1,169,174         261,007      1,433,120       2,428,972       10,598,398      5,258,998
                                                                                                                      
NET ASSETS                                                                                                            
Beginning of year                           261,007              --      2,428,972              --        5,258,998             --
                                        --------------------------------------------------------------------------------------------
End of year                             $ 1,430,181     $   261,007    $ 3,862,092     $ 2,428,972     $ 15,857,396    $ 5,258,998
                                        ============================================================================================
</TABLE>            

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes


                                      F-26
<PAGE>   74
<TABLE>
<CAPTION>
                                                                                       SMALL COMPANY
   LIFESTYLE BALANCED 640       LIFESTYLE MODERATE 460    LIFESTYLE CONSERVATIVE 280    VALUE TRUST
        SUB-ACCOUNT                  SUB-ACCOUNT                 SUB-ACCOUNT            SUB-ACCOUNT   
- ------------------------------------------------------------------------------------------------------
YEAR ENDED    PERIOD ENDED**  YEAR ENDED  PERIOD ENDED**  YEAR ENDED  PERIOD ENDED**  PERIOD ENDED*** 
DEC. 31/98     DEC. 31/97     DEC. 31/98    DEC. 31/97    DEC. 31/98   DEC. 31/97        DEC. 31/98   
- ------------------------------------------------------------------------------------------------------
                                                                                                      
<S>           <C>             <C>         <C>             <C>         <C>             <C>             
$   189,230    $    16,038    $  20,025    $     842      $     552    $     9          $      --     
     (1,929)         4,837       (8,653)          (6)         1,625          1             (3,492)    
                                                                                                      
                                                                                                      
     37,708         43,781       19,892            3          5,695         29             10,664     
- ------------------------------------------------------------------------------------------------------
                                                                                                      
    225,009         64,656       31,264          839          7,872         39              7,172     
- ------------------------------------------------------------------------------------------------------
                                                                                                      
                                                                                                      
                                                                                                      
  2,223,707        568,684      287,313       92,570         35,078        150            183,290     
         --             --           --           --             --         --                 --     
   (520,437)      (122,871)     (25,583)      (2,513)        (3,934)      (224)            (6,126)    
    (28,495)            --           --           --             --         --                 --     
  1,672,788      1,613,028      282,970       11,484         67,660      1,376            182,269     
- ------------------------------------------------------------------------------------------------------
  3,347,563      2,058,841      544,700      101,541         98,804      1,302            359,433     
- ------------------------------------------------------------------------------------------------------
  3,572,572      2,123,497      575,964      102,380        106,676      1,341            366,605     
                                                                                                      
                                                                                                      
  2,123,497             --      102,380           --          1,341         --                 --     
- ------------------------------------------------------------------------------------------------------
$ 5,696,069    $ 2,123,497    $ 678,344    $ 102,380      $ 108,017    $ 1,341          $ 366,605     
======================================================================================================
</TABLE> 

<TABLE>
<CAPTION>
                   TOTAL                                
- ---------------------------------------------           
  YEAR ENDED     YEAR ENDED      YEAR ENDED             
  DEC. 31/98     DEC. 31/97      DEC. 31/96             
- ---------------------------------------------           
                                                        
 <S>            <C>             <C>                     
 $ 28,132,536   $  8,330,428    $ 22,590,083            
    3,760,628      3,497,468       1,480,090            
                                                        
                                                        
   11,133,790     30,266,096      (7,388,363)           
- ---------------------------------------------           
                                                        
   43,026,954     42,093,992      16,681,810            
- ---------------------------------------------           
                                                        
                                                        
                                                        
  125,895,605    123,892,455     100,180,503            
           --        (44,313)             --            
  (33,859,519)   (27,451,360)    (16,030,382)           
   (2,357,855)    (3,124,737)     (1,411,288)           
     (497,675)       179,113         463,377            
- ---------------------------------------------           
   89,180,556     93,451,158      83,202,210            
- ---------------------------------------------           
  132,207,510    135,545,150      99,884,020            
                                                        
                                                        
  346,331,293    210,786,143     110,902,123            
- ---------------------------------------------           
 $478,538,803   $346,331,293    $210,786,143            
=============================================           
</TABLE>


                                      F-27
<PAGE>   75
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                          Notes to Financial Statements

                                December 31, 1998


1. ORGANIZATION

Separate Account Three of The Manufacturers Life Insurance Company of America
(the "Separate Account") is a unit investment trust registered under the
Investment Company Act of 1940, as amended. The Separate Account is comprised of
investment sub-accounts available for allocation of net premiums under single
premium variable life and variable universal life insurance policies (the
"Policies") issued by The Manufacturers Life Insurance Company of America
("Manufacturers Life of America"). The Separate Account was established by
Manufacturers Life of America, a life insurance company organized in 1983 under
Michigan law. Manufacturers Life of America is an indirect, wholly-owned
subsidiary of The Manufacturers Life Insurance Company ("Manulife Financial"), a
Canadian mutual life insurance company. Each investment sub-account invests
solely in shares of a particular Manufacturers Investment Trust. Manufacturers
Investment Trust is registered under the Investment Company Act of 1940 as an
open-end management investment company.

The Equity Index Fund, Equity, Value Equity, Growth and Income, U.S. Government
Securities, Conservative Asset Allocation, Moderate Asset Allocation, and
Aggressive Asset Allocation Trusts were added to the Separate Account on
February 14, 1996 as investment options for variable universal life policy
holders of Manufacturers Life of America.

The International Small Cap and Blue Chip Growth Trusts was added to the
Separate Account on January 1, 1997 as investment options for variable universal
life policy holders of Manufacturers Life of America. The Science & Technology,
Pilgram Baxter Growth, Small/Mid Cap, Worldwide Growth, Global Equity, Growth,
Value, International Growth and Income, High Yield, Strategic Bond, Global
Government Bond, Investment Quality Bond, Lifestyle Aggressive 1000, Lifestyle
Growth 820, Lifestyle Balanced 640, Lifestyle Moderate 460, and Lifestyle
Conservative 280 Trusts were added to the Separate Account on May 1, 1997 as
investment options for variable universal life policy holders of Manufacturers
Life of America. The Small Company Value Trust was added to the Separate Account
on May 1, 1998.


                                      F-28
<PAGE>   76
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                    Notes to Financial Statements (continued)


1. ORGANIZATION (CONTINUED)

Manufacturers Life of America is the legal owner of the Separate Account.
Manufacturers Life of America is required to maintain assets in the Separate
Account with a total market value at least equal to the reserves and other
liabilities relating to the 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 policies are general corporate obligations of
Manufacturers Life of America.

Additional assets are held in Manufacturers Life of America's general account to
cover the contingency that the guaranteed minimum death benefit might exceed the
death benefit which would have been payable in the absence of such guarantee.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the
Separate Account in preparation of its financial statements:

a.   Valuation of Investments - Investments are made among thirty-six Trusts of
     Manufacturers Investment Trust and are valued at the reported net asset
     values of these Trusts. Transactions are recorded on the trade date. Net
     investment income and net realized gains on investments in Manufacturers
     Investment Trust are reinvested.

b.   Realized gains and losses on the sale of investments are computed on the
     first-in, first-out basis.

c.   Dividend income is recorded on the ex-dividend date.

d.   Federal Income Taxes - Manufacturers Life of America, the Separate
     Account's sponsor, is taxed as a "life insurance company" under the
     Internal Revenue Code. Under these provisions of the Code, the operations
     of the Separate Account form part of the sponsor's total operations and are
     not taxed separately.

The current year's operations of the Separate Account are not expected to affect
the sponsor's tax liabilities and, accordingly, no charges were made against the
Separate Account for federal, state and local taxes. However, in the future,
should the sponsor incur significant tax liabilities related to the Separate
Account's operations, it intends to make a charge or establish a provision
within the Separate Account for such taxes.


                                      F-29
<PAGE>   77
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                    Notes to Financial Statements (continued)


2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

3. PREMIUM DEDUCTIONS

Manufacturers Life of America deducts certain charges for state, local, and
federal taxes from the gross premium before placing the remaining net premiums
in the sub-accounts.

4. PURCHASES AND SALES OF MANUFACTURERS INVESTMENT TRUST SHARES

Purchases and sales of the shares of common stock of Manufacturers Investment
Trust for the year ended December 31, 1998 were $255,373,727 and $138,107,190,
respectively, and for the year ended December 31, 1997 were $152,223,137 and
$49,351,462, respectively.

5. RELATED PARTY TRANSACTIONS

ManEquity, Inc., a registered broker-dealer and indirect wholly-owned subsidiary
of Manulife Financial, acts as the principal underwriter of the Policies
pursuant to a Distribution Agreement with Manufacturers Life of America.
Registered representatives of either ManEquity, Inc. or other broker-dealers
having distribution agreements with ManEquity, Inc. who are also authorized as
variable life insurance agents under applicable state insurance laws, sell the
Policies. Registered representatives are compensated on a commission basis.

Manufacturers Life of America has a formal service agreement with its
affiliates, Manulife Financial and The Manufacturers Life Insurance Company
(U.S.A.), which can be terminated by either party upon two months notice. Under
this Agreement, Manufacturers Life of America pays for legal, actuarial,
investment and certain other administrative services.


                                      F-30
<PAGE>   78
                        CONSOLIDATED FINANCIAL STATEMENTS
                        THE MANUFACTURERS LIFE INSURANCE
                               COMPANY OF AMERICA

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                       WITH REPORT OF INDEPENDENT AUDITORS

                                    CONTENTS



Report of Independent Auditors..................................................
Audited Consolidated Financial Statements.......................................
     Consolidated Balance Sheets................................................
     Consolidated Statements of Income..........................................
     Consolidated Statements of Changes in Capital And Surplus..................
     Consolidated Statements of Cash Flows......................................
Notes to Consolidated Financial Statements......................................


                                      F-31
<PAGE>   79

                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors
The Manufacturers Life Insurance Company of America


We have audited the accompanying consolidated balance sheets of The
Manufacturers Life Insurance Company of America as of December 31, 1998 and
1997, and the related consolidated statements of income, changes in capital and
surplus and cash flows for each of the three years in the period ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The Manufacturers
Life Insurance Company of America at December 31, 1998 and 1997, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1998 in conformity with generally
accepted accounting principles.



Philadelphia, Pennsylvania
March 15, 1999                                                 Ernst & Young LLP


                                      F-30
<PAGE>   80

THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

   As at December 31 ($  thousands)
ASSETS                                                                               1998             1997
<S>                                                                             <C>                <C>        
INVESTMENTS:
Securities available-for-sale, at fair value: (note 3)
   Fixed maturity (amortized cost: 1998 $45,248; 1997 $66,565)                  $    49,254        $    67,893
   Equity (cost: 1998 $ 19,219;  1997 $20,153)                                       20,524             19,460
Short-term investments                                                                  459              2,130
Policy loans                                                                         19,320             14,673
TOTAL INVESTMENTS                                                               $    89,557        $   104,156
Cash and cash equivalents                                                       $    23,789        $    19,882
Deferred acquisition costs (note 5)                                                 163,506            130,355
Income taxes recoverable                                                              2,665              5,679
Other assets                                                                          9,062              9,495
Separate account assets                                                           1,075,231            897,044
                                                                                -----------        -----------
TOTAL ASSETS                                                                    $ 1,363,810        $ 1,166,611
                                                                                -----------        -----------
</TABLE>

<TABLE>
<CAPTION>

 LIABILITIES, CAPITAL AND SURPLUS                                                   1998               1997
                                                                                -----------        -----------
<S>                                                                             <C>                <C>        
LIABILITIES:
Policyholder liabilities and accruals                                           $    60,830        $    94,477
Notes payable (note 7)                                                                   --             41,500
Due to affiliates                                                                     5,133             13,943
Deferred income taxes (note 6)                                                          763              1,174
Other liabilities                                                                    18,656             11,704
Separate account liabilities                                                      1,075,231            897,044
TOTAL LIABILITIES                                                               $ 1,160,613        $ 1,059,842
                                                                                -----------        -----------
CAPITAL AND SURPLUS:
Common shares (note 8)                                                          $     4,502        $     4,502
Preferred shares (note 8)                                                            10,500             10,500
Contributed surplus                                                                 193,096             98,569
Retained earnings (deficit)                                                          (2,664)            (1,910)
Accumulated other comprehensive income (loss)                                        (2,237)            (4,892)
TOTAL CAPITAL AND SURPLUS                                                       $   203,197        $   106,769
TOTAL LIABILITIES, CAPITAL AND SURPLUS                                          $ 1,363,810        $ 1,166,611
                                                                                -----------        -----------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-33
<PAGE>   81

THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

FOR THE YEARS ENDED DECEMBER 31
($ thousands)                                                           1998           1997            1996
                                                                     --------        --------        --------
<S>                                                                  <C>             <C>             <C>     
REVENUE:
     Premiums                                                        $  9,290        $  8,607        $ 12,898
     Consideration paid on reinsurance terminated (note 10)           (40,975)             --              --
     Fee income                                                        54,547          38,682          40,434
     Net investment income (note 3)                                     6,128           8,275          19,651
     Realized investment gains (losses)                                  (206)            118            (119)
     Other                                                              1,082             544             668
                                                                     --------        --------        --------
TOTAL REVENUE                                                        $ 29,866        $ 56,226        $ 73,532
                                                                     --------        --------        --------

BENEFITS AND EXPENSES:
     Policyholder benefits and claims                                $ 16,541        $  6,733        $ 14,473
     Reduction of reserves on reinsurance terminated (note 10)        (40,975)             --              --
     Operating costs and expenses                                      41,676          41,742          34,581
     Commissions                                                        2,561           2,838          10,431
     Amortization of deferred acquisition costs (note 5)                9,266           4,860          13,240
     Interest expense                                                   1,722           2,750          12,251
     Policyholder dividends                                               221           1,416             872
                                                                     --------        --------        --------
TOTAL BENEFITS AND EXPENSES                                            31,012          60,339          85,848
                                                                     --------        --------        --------
LOSS BEFORE INCOME TAXES                                               (1,146)         (4,113)        (12,316)
                                                                     --------        --------        --------
INCOME TAX BENEFIT (NOTE 6)                                               392             477           3,909
                                                                     --------        --------        --------
NET LOSS                                                             $   (754)       $ (3,636)       $ (8,407)
                                                                     --------        --------        --------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-34
<PAGE>   82

THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS


<TABLE>
<CAPTION>
                                                                                          ACCUMULATED
                                                                            RETAINED         OTHER            TOTAL
  FOR THE YEARS ENDED DECEMBER 31            CAPITAL       CONTRIBUTED      EARNINGS      COMPREHENSIVE     CAPITAL AND
  ($ thousands)                               STOCK         SURPLUS        (DEFICIT)      INCOME (LOSS)       SURPLUS
- ----------------------------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>             <C>              <C>              <C>      
Balance at January 1, 1996                 $  15,002       $  83,569       $  10,133        $   1,816        $ 110,520
Issuance of shares                                --          15,000              --               --           15,000
Comprehensive income (loss) (note 2)              --              --          (8,407)            (483)          (8,890)
                                           ---------       ---------       ---------        ---------        ---------
BALANCE, DECEMBER 31, 1996                 $  15,002       $  98,569       $   1,726        $   1,333        $ 116,630
Comprehensive income (loss) (note 2)              --              --          (3,636)          (6,225)          (9,861)
                                           ---------       ---------       ---------        ---------        ---------
BALANCE, DECEMBER 31, 1997                 $  15,002       $  98,569       $  (1,910)       $  (4,892)       $ 106,769
Capital contribution (note 8)                     --          94,527              --               --           94,527
Comprehensive income (loss) (note 2)              --              --            (754)           2,655            1,901
                                           ---------       ---------       ---------        ---------        ---------
BALANCE, DECEMBER 31, 1998                 $  15,002       $ 193,096       $  (2,664)       $  (2,237)       $ 203,197
                                           =========       =========       =========        =========        =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-35
<PAGE>   83


THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

FOR THE YEARS ENDED DECEMBER 31
($ thousands)                                                                         1998             1997            1996
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>              <C>              <C>       
OPERATING ACTIVITIES:
Net Loss                                                                          $    (754)       $  (3,636)       $  (8,407)
Adjustments to reconcile net loss to net cash used in operating activities:
     Additions (deductions)  to policy liabilities and accruals                     (36,217)          (2,147)           3,287
     Deferred acquisition costs                                                     (43,065)         (33,544)         (36,024)
     Amortization of deferred acquisition costs                                       9,266            4,860           13,240
     Realized (gains) losses on investments                                             206             (118)             119
     Decreases (increases) to deferred  income taxes                                 (1,796)           2,730              777
     Other                                                                            3,067            7,144            6,540
                                                                                  ---------        ---------        --------- 
Net cash used in operating activities                                             $ (69,293)       $ (24,711)       $ (20,468)
                                                                                  ---------        ---------        --------- 

INVESTING ACTIVITIES:
Fixed maturity securities sold                                                    $  27,852        $  73,772        $ 120,234
Fixed maturity securities purchased                                                  (6,429)         (89,763)        (108,401)
Equity securities sold                                                                8,555           10,586           25,505
Equity securities purchased                                                          (8,082)         (11,289)         (22,203)
Mortgage loans repaid                                                                    --              514            6,669
Net change in short-term investments                                                  1,671            4,558           (2,992)
Net policy loans advanced                                                            (4,647)          (4,851)          (2,867)
Guaranteed annuity contracts                                                             --          171,691          (16,356)
                                                                                  ---------        ---------        --------- 
Cash provided by investing activities                                             $  18,920        $ 155,218        $   2,581
                                                                                  ---------        ---------        --------- 
FINANCING ACTIVITIES:
Receipts from variable life and annuity policies
     credited to policyholder account balances                                    $   7,981        $   7,582        $   5,493
Withdrawals of policyholder account balances on
     variable life and annuity policies                                              (5,410)          (3,252)          (2,994)
Bonds payable repaid                                                                     --         (158,760)              --
Issuance of shares                                                                       --               --           15,000
Issuance of promissory note                                                              --           33,000               --
Capital Contribution                                                                 51,709               --               --
                                                                                  ---------        ---------        --------- 
Cash provided by (used in) financing activities                                   $  54,280        $(121,430)       $  17,499
                                                                                  ---------        ---------        --------- 
CASH AND CASH EQUIVALENTS:
Increase (decrease) during the year                                                   3,907            9,077           (3,380)
Balance, beginning of year                                                           19,882           10,805           14,185
                                                                                  ---------        ---------        --------- 
BALANCE, END OF YEAR                                                              $  23,789        $  19,882        $  10,805
                                                                                  =========        =========        =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-36
<PAGE>   84


               THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1998
                            (IN THOUSANDS OF DOLLARS)


1.       ORGANIZATION

         The Manufacturers Life Insurance Company of America (the "Company") is
         a wholly-owned subsidiary of The Manufacturers Life Insurance Company
         (U.S.A.) ("ManUSA"), which is in turn an indirectly wholly-owned
         subsidiary of The Manufacturers Life Insurance Company ("Manulife
         Financial"), a Canadian-based mutual life insurance company. The
         Company markets variable annuity and variable life products in the
         United States and traditional insurance products in Taiwan.

         On December 31, 1996, ManUSA transferred to the Company all of the
         common and preferred shares of Manulife Holding Corporation ("Holdco"),
         an investment holding company. The Company then transferred all the
         common and preferred shares of Manufacturers Adviser Corporation
         ("MAC") to Holdco for two shares of $1 common stock of Holdco. Holdco
         has primarily three wholly-owned subsidiaries, ManEquity Inc., a
         registered broker/dealer, MAC, an investment fund management company,
         and Manulife Capital Corporation ("MCC"), an investment holding
         company.

         In October 1997, the Manufacturers Life Mortgage Securities Corporation
         ("MLMSC"), a subsidiary of Holdco, was absorbed into Holdco subsequent
         to the maturity and repayment of the mortgage-backed US dollar bonds.
         All assets and liabilities of MLMSC were transferred to Holdco at their
         respective book values.

         These transfers have been accounted for using the pooling-of-interests
         method of accounting. Under this method, the assets, liabilities,
         capital and surplus, revenues and expenses of each separate entity are
         combined retroactively at their historical carrying values to form the
         financial statements of the Company for all periods presented to give
         effect to the reorganization as if the structure in place at December
         31, 1996 had been in place as of the earliest period presented in these
         consolidated financial statements. The accounts of all subsidiary
         companies are therefore combined and all significant intercompany
         balances and transactions are eliminated on combination. In addition,
         the capital and surplus of the Company has been restated retroactively
         to reflect the capital structure in place at December 31, 1996.



                                      F-37
<PAGE>   85

         The revenues and net income reported by the separate entities and the
         combined amounts presented in the accompanying consolidated financial
         statements are as follows:
<TABLE>
<CAPTION>
                  FOR THE YEAR ENDED DECEMBER 31               
                  ($ thousands)                       1996
               --------------------------------------------
<S>                                                <C>     
                  Revenue:

                    ManAmerica                     $ 54,404
                    Holdco                           15,543
                    MAC                               3,585
                                                   --------
                  TOTAL REVENUE                    $ 73,532
                                                   --------
                  
                  Net Income (loss):
                    ManAmerica                     $ (8,676)
                    Holdco                             (670)
                    MAC                                 939
                                                   --------
                  TOTAL NET LOSS                   $ (8,407)
                                                   ======== 
</TABLE>



2.       SIGNIFICANT ACCOUNTING POLICIES

      a) BASIS OF PRESENTATION

         The accompanying consolidated financial statements of the Company have
         been prepared in conformity with generally accepted accounting
         principles ("GAAP").

         The preparation of financial statements in conformity with GAAP
         requires management to make estimates and assumptions that affect the
         amounts reported in the financial statements and accompanying notes.
         Actual results could differ from reported results using those
         estimates.

         Certain reclassifications have been made to 1997 and 1996 financial
         information to conform to the 1998 presentation.

      b) RECENT ACCOUNTING STANDARDS

      i) During 1998, the Company adopted Statement of Financial Accounting
         Standards (SFAS) No. 130, "Reporting Comprehensive Income". SFAS No.
         130 establishes standards for reporting and displaying comprehensive
         income and its components in a full set of general-purpose annual
         financial statements. Comprehensive income includes all changes in
         shareholder's equity during a period except those resulting from
         investments by and distributions to shareholders. The adoption of SFAS
         No. 130 resulted in revised and additional disclosures but had no
         effect on the financial position, results of operations, or liquidity
         of the Company.



                                      F-38
<PAGE>   86

         Total comprehensive income was as follows:
<TABLE>
<CAPTION>

          FOR THE YEARS ENDED DECEMBER 31                                                               
          ($ thousands)                                                          1998          1997          1996
          ----------------------------------------------------------------------------------------------------------
<S>                                                                           <C>            <C>            <C>     
          NET INCOME (LOSS)                                                   $  (754)       $(3,636)       $(8,407)
                                                                              -------        -------        ------- 

          OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
            Unrealized holding gains (losses) arising during the period         2,435         (1,030)          (560)
            Foreign currency translation                                           86         (5,272)            --
             Reclassification adjustment for realized gains (losses)
               included in net income                                            (134)            77            (77)
                                                                              -------        -------        ------- 
          Other comprehensive income (loss)                                     2,655         (6,225)          (483)
                                                                              -------        -------        ------- 
          COMPREHENSIVE INCOME (LOSS)                                         $ 1,901        $(9,861)       $(8,890)
                                                                              =======        =======        ======= 
</TABLE>


          Other comprehensive income (loss) is reported net of tax expense
          (benefit) of $1,430, $(513), and $260 for 1998, 1997, and 1996,
          respectively.

          Accumulated other comprehensive income is comprised of the following:
<TABLE>
<CAPTION>
         AS AT DECEMBER 31
         ($ thousands)                                          1998            1997
         ----------------------------------------------------------------------------
<S>                                                           <C>            <C>    
          UNREALIZED GAINS (LOSSES):
               Beginning balance                              $   380        $ 1,333
               Current period change                            2,569           (953)
                                                              -------        -------
               Ending balance                                 $ 2,949        $   380
                                                              -------        -------

          FOREIGN CURRENCY:
               Beginning balance                              $(5,272)       $    --
               Current period change                               86         (5,272)
                                                              -------        -------
               Ending balance                                 $(5,186)       $(5,272)
                                                              -------        -------
          ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)       $(2,237)       $(4,892)
                                                              =======        ======= 
</TABLE>



         ii)      During 1998, the Company adopted SFAS No. 131, "Disclosures
                  about Segments of an Enterprise and Related Information". SFAS
                  No. 131 establishes standards for the disclosure of
                  information about the Company's operating segments, including
                  disclosures about products and services, geographic areas, and
                  major customers. The adoption of SFAS No. 131 did not affect
                  results of operations or financial position, nor did it affect
                  the manner in which the Company defines its operating
                  segments. The Company reports two business segments:
                  Traditional Life Insurance sold in Taiwan and Variable Life
                  and Annuities sold in the U.S. Refer to Note 12 for additional
                  segment information.

         c)       INVESTMENTS

                  The Company classifies all of its fixed maturity and equity
                  securities as available-for-sale and records these securities
                  at fair value. Realized gains and losses on sales of
                  securities classified as available-for-sale are recognized in
                  net income using the specific identification method. Changes
                  in the fair value of securities available-for-sale are
                  reflected directly in accumulated other comprehensive income
                  after adjustments for deferred taxes and deferred acquisition
                  costs. Discounts and premiums on investments are amortized
                  using the effective interest method.

                                      F-39
<PAGE>   87


         Policy loans are reported at aggregate unpaid balances which
         approximate fair value.

         Short-term investments include investments with maturities of less than
         one year at the date of acquisition.

d)       CASH EQUIVALENTS

         The Company considers all highly liquid debt instruments purchased with
         an original maturity date of three months or less to be cash
         equivalents. Cash equivalents are stated at cost plus accrued interest,
         which approximates fair value.

e)       DEFERRED ACQUISITION COSTS (DAC)

         Commissions and other expenses which vary with and are primarily
         related to the production of new business are deferred to the extent
         recoverable and included as an asset. DAC associated with variable
         annuity and variable life insurance contracts is charged to expense in
         relation to the estimated gross profits of those contracts. The
         amortization is adjusted retrospectively when estimates of current or
         future gross profits are revised. DAC associated with traditional life
         insurance policies is charged to expense over the premium paying period
         of the related policies. DAC is adjusted for the impact on estimated
         future gross profits assuming the unrealized gains or losses on
         securities had been realized at year-end. The impact of any such
         adjustments is included in net unrealized gains (losses) in accumulated
         other comprehensive income. DAC is reviewed annually to determine
         recoverability from future income and, if not recoverable, it is
         immediately expensed.

f)       POLICYHOLDER LIABILITIES

         For variable annuity and variable life contracts, reserves equal the
         policyholder account value. Account values are increased for deposits
         received and interest credited and are reduced by withdrawals,
         mortality charges and administrative expenses charged to the
         policyholders. Policy charges which compensate the Company for future
         services are deferred and recognized in income over the period earned,
         using the same assumptions used to amortize DAC.

         Policyholder liabilities for traditional life insurance policies sold
         in Taiwan are computed using the net level premium method and are based
         upon estimates as to future mortality, persistency, maintenance expense
         and interest rate yields that were established in the year of issue.

g)       SEPARATE ACCOUNTS

         Separate account assets and liabilities represent funds that are
         separately administered, principally for variable annuity and variable
         life contracts, and for which the contract holder, rather than the
         Company, bears the investment risk Separate account assets are recorded
         at market value. Operations of the separate accounts are not included
         in the accompanying financial statements.

                                      F-40
<PAGE>   88

h)       REVENUE RECOGNITION

         Fee income from variable annuity and variable life insurance policies
         consists of policy charges for the cost of insurance, expenses and
         surrender charges that have been assessed against the policy account
         balances. Policy charges that are designed to compensate the company
         for future services are deferred and recognized in income over the
         period benefited, using the same assumptions used to amortize DAC.
         Premiums on long-duration life insurance contracts are recognized as
         revenue when due. Investment income is recorded when due.


i)       EXPENSES

         Expenses for variable annuity and variable life insurance policies
         include interest credited to policy account balances and benefit claims
         incurred during the period in excess of policy account balances.

j)       REINSURANCE

         The Company is routinely involved in reinsurance transactions in order
         to minimize exposure to large risks. Life reinsurance is accomplished
         through various plans including yearly renewable term, co-insurance and
         modified co-insurance. Reinsurance premiums, policy charges for cost of
         insurance and claims are accounted for on a basis consistent with that
         used in accounting for the original policies issued and the terms of
         the reinsurance contracts. Premiums, fees and claims are reported net
         of reinsured amounts. Amounts paid with respect to ceded reinsurance
         contracts are reported as reinsurance receivables in other assets.

k)       FOREIGN EXCHANGE

         The Company's Taiwanese branch balance sheet and statement of income
         are translated at the current exchange and average exchange rates for
         the year respectively. The resultant translation adjustments are
         included in accumulated other comprehensive income.

l)       INCOME TAX

         Income taxes have been provided for in accordance with SFAS No. 109
         "Accounting for Income Taxes." The Company joins ManUSA, Manulife
         Reinsurance Corporation ("MRC") and Manulife Reinsurance Limited
         ("MRL") in filing a U.S. consolidated income tax return as a life
         insurance group under provisions of the Internal Revenue Code. In
         accordance with an income tax sharing agreement, the Company's income
         tax provision (or benefit) is computed as if the Company filed a
         separate income tax return. Tax benefits from operating losses are
         provided at the U.S. statutory rate plus any tax credits attributable
         to the Company, provided the consolidated group utilizes such benefits
         currently. Deferred income taxes result from temporary differences
         between the tax basis of assets and liabilities and their recorded
         amounts for financial reporting purposes. Income taxes recoverable
         represents amounts due from ManUSA in connection with the consolidated
         return.

                                      F-41
<PAGE>   89

3.       INVESTMENTS AND INVESTMENT INCOME

     a)  FIXED MATURITY AND EQUITY SECURITIES

         At December 31, 1998, all fixed maturity and equity securities have
         been classified as available-for-sale and reported at fair value. The
         amortized cost and fair value is summarized as follows:
<TABLE>
<CAPTION>
                                                                   GROSS                   GROSS
                                          AMORTIZED COST     UNREALIZED GAINS        UNREALIZED LOSSES         FAIR VALUE
         AS AT DECEMBER 31,
         ($ thousands)                    1998      1997      1998         1997      1998         1997       1998      1997
         ---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>        <C>        <C>        <C>         <C>         <C>        <C>    
          FIXED MATURITY SECURITIES:
          U.S. government               $27,349    $51,694    $ 2,578    $   937    $    --     $  (135)    $29,927    $52,496
          Foreign governments             9,353      6,922        709        203         --         (14)     10,062      7,111
          Corporate                       8,546      7,949        719        415         --         (78)      9,265      8,286
                                        -------    -------    -------    -------    -------     -------     -------    -------
          Total fixed maturity          
            securities                  $45,248    $66,565    $ 4,006    $ 1,555    $    --     $  (227)    $49,254    $67,893

          Equity securities             $19,219    $20,153    $ 3,217    $ 1,496    $(1,912)    $(2,189)    $20,524    $19,460
                                        =======    =======    =======    =======    =======     =======     =======    =======
</TABLE>


         Proceeds from sales of fixed maturity securities during 1998 were
         $27,852 (1997 $73,772; 1996 $120,234). Gross gains of $362 and gross
         losses of $107 were realized on those sales (1997 $955 and $837; 1996
         $1,858 and $1,837 respectively).

         Proceeds from sale of equity securities during 1998 were $8,555 (1997
         $10,586; 1996 $25,505). Gross gains of $16 and gross losses of $477
         were realized on those sales (1997 $NIL and $NIL; 1996 $NIL and $140
         respectively).

         The contractual maturities of fixed maturity securities at December 31,
         1998 are shown below. Expected maturities may differ from contractual
         maturities because borrowers may have the right to call or prepay
         obligations with or without prepayment penalties. Corporate
         requirements and investment strategies may result in the sale of
         investments before maturity.
<TABLE>
<CAPTION>
         ($ thousands)                                                        AMORTIZED COST   FAIR VALUE
          -----------------------------------------------------------------------------------------------
<S>                                                                               <C>           <C>    
          Fixed maturity securities
               One year or less                                                   $ 1,174       $ 1,179
               Greater than 1; up to 5 years                                        7,792         8,081
               Greater than 5; up to 10 years                                      24,422        26,395
               Due after 10 years                                                  11,860        13,599
                                                                                  -------       -------
          TOTAL FIXED MATURITY SECURITIES                                         $45,248       $49,254
                                                                                  -------       -------
</TABLE>


                                      F-42
<PAGE>   90

     b)  INVESTMENT INCOME

         Income by type of investment was as follows:
<TABLE>
<CAPTION>
         FOR THE YEARS ENDED DECEMBER 31
         ($ thousands)                         1998          1997         1996
         -----------------------------------------------------------------------
<S>                                          <C>           <C>           <C>    
          Fixed maturity securities          $ 4,675       $ 4,545       $ 4,447
          Equity securities                      227           331           671
          Guaranteed annuity contracts            --         2,796        13,196
          Other investments                    1,485           772         1,697
                                             -------       -------       -------
          Gross investment income              6,387         8,444        20,011
                                             -------       -------       -------
          Investment expenses                    259           169           360
                                             -------       -------       -------
          NET INVESTMENT INCOME              $ 6,128       $ 8,275       $19,651
                                             =======       =======       =======
</TABLE>



4.       GUARANTEED ANNUITY CONTRACTS AND BONDS PAYABLE

         The Company's wholly-owned subsidiary, Manufacturers Life Mortgage
         Securities Corporation, has historically invested amounts received as
         repayments of mortgage loans in annuities issued by ManUSA. These
         annuities were collateral for the 8 1/4 % mortgage-backed bonds
         payable. On March 1, 1997 the annuities matured and the proceeds were
         used to repay the bonds payable.

         In October 1997, MLMSC was absorbed into Manulife Holding Corporation.

5.      DEFERRED ACQUISITION COSTS

         The components of the change in DAC were as follows:
<TABLE>
<CAPTION>
         FOR THE YEARS ENDED DECEMBER 31
         ($ thousands)                                     1998              1997             1996
         ------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>              <C>      
          Balance at January 1,                         $ 130,355        $ 102,610        $  78,829
          Capitalization                                   43,065           33,544           36,024
          Accretion of interest                            11,417            9,357            6,344
          Amortization                                    (20,683)         (14,217)         (19,583)
          Effect of net unrealized gains (losses)
               on securities available for sale              (784)           1,268              996
          Currency                                            136           (2,207)              --
                                                        ---------        ---------        ---------
          BALANCE AT DECEMBER 31                        $ 163,506        $ 130,355        $ 102,610
                                                        =========        =========        =========
</TABLE>


6.       INCOME TAXES

        Components of income tax expense (benefit) were as follows:
<TABLE>
<CAPTION>

         FOR THE YEARS ENDED DECEMBER 31
         ($ thousands)                       1998           1997           1996
         ------------------------------------------------------------------------
<S>                                        <C>            <C>            <C>     
          Current expense (benefit)        $ 1,404        $(3,207)       $(4,686)
          Deferred expense (benefit)        (1,796)         2,730            777
                                           -------        -------        ------- 
          TOTAL EXPENSE (BENEFIT)          $  (392)       $  (477)       $(3,909)
                                           =======        =======        ======= 
</TABLE>


                                      F-43
<PAGE>   91

         The Company's deferred income tax liability, which results from tax
         effecting the differences between financial statement values and tax
         values of assets and liabilities at each balance sheet date, relates to
         the following:
<TABLE>
<CAPTION>
         AS AT DECEMBER 31
         ($ thousands)                                           1998            1997
         -----------------------------------------------------------------------------
<S>                                                           <C>             <C>     
          DEFERRED TAX ASSETS:
               Differences in computing policy reserves       $ 38,888        $ 34,291
               Policyholder dividends payable                       --             240
               Investments                                         708             793
               Other deferred tax assets                           333              --
                                                              --------        --------
          Deferred tax assets                                 $ 39,929        $ 35,324
                                                              --------        --------
          DEFERRED TAX LIABILITIES:
               Deferred acquisition costs                     $ 38,778        $ 30,682
               Investments                                       1,859             166
               Policyholder dividends payable                       55              --
               Other deferred tax liabilities                       --           5,650
                                                              --------        --------
          Deferred tax liabilities                            $ 40,692        $ 36,498
                                                              --------        --------
          NET DEFERRED TAX LIABILITIES                        $   (763)       $ (1,174)
                                                              ========        ======== 
</TABLE>


         At December 31, 1998, the consolidated group has utilized all available
         operating loss carryforwards and net capital loss carryforwards. The
         losses of the Company, MRC and ManUSA may be used to offset the
         ordinary and capital gain income of MRL. However, losses of MRL may not
         be used to offset the income of the other members of the consolidated
         group.

7.       NOTES PAYABLE

         a)       On June 15, 1998, the outstanding promissory note in the
                  amount of $33,000 plus interest at 6.95% issued on December 5,
                  1997 payable to ManUSA was discharged and the amount due of
                  $34,318 ($33,000 plus interest of $1,318) was recorded as a
                  capital contribution.

         b)       On December 31, 1998, the surplus debenture in the amount of
                  $8,500 plus interest at 6.7% issued on December 31, 1995 to
                  ManUSA was discharged and the amount due of $8,500 was
                  recorded as a capital contribution.

8.   CAPITAL AND SURPLUS

         The Company has two classes of capital stock, as follows:
<TABLE>
<CAPTION>

          AS AT DECEMBER 31:
          ($ thousands, except per share amounts)               1998         1997
          ------------------------------------------------------------------------
<S>                                                            <C>          <C>   
          AUTHORIZED:
              5,000,000 Common shares, Par value $1
              5,000,000 Preferred shares, Par value $100
          ISSUED AND OUTSTANDING:
              4,501,861 Common shares                          $4,502       $4,502
</TABLE>


                                      F-44
<PAGE>   92
<TABLE>
<S>                                                           <C>           <C>   
              105,000 Preferred shares                         10,500        10,500
                                                              -------       -------
          TOTAL                                               $15,002       $15,002
                                                              =======       =======
</TABLE>

         During 1996, the Company issued two common shares to its Parent Company
         in return for a capital contribution of $15,000.

         In 1998, the outstanding promissory note payable referred to in note
         7(a) above, totaling $34,318, was discharged and recorded as a capital
         contribution.

         On December 31, 1998, the Company issued one common share to ManUSA in
         exchange for a capital contribution of $60,209. Included in this
         capital contribution was the discharge of the surplus debenture in the
         amount of $8,500 referred to in note 7(b) above.

         The Company is subject to statutory limitations on the payment of
         dividends to its Parent. Under Michigan Insurance Law, the payment of
         dividends to shareholders is restricted to the surplus earnings of the
         Company, unless prior approval is obtained from the Michigan Insurance
         Bureau.

         The aggregate statutory capital and surplus of the Company at December
         31, 1998 was $121,799 (1997 $56,598). The aggregate statutory net loss
         of the Company for the year ended 1998 was $23,491 (1997 $2,550; 1996
         $5,961). State regulatory authorities prescribe statutory accounting
         practices that differ in certain respects from generally accepted
         accounting principles followed by stock life insurance companies. The
         significant differences relate to investments, deferred acquisition
         costs, deferred income taxes, non-admitted asset balances and reserve
         calculation assumptions.

9.       FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying values and the estimated fair values of certain of the
         Company's financial instruments at December 31, 1998 were as follows:
<TABLE>
<CAPTION>
                                                                               ESTIMATED
       ($ thousands)                                           CARRYING VALUE  FAIR VALUE
       ---------------------------------------------------------------------------------
<S>                                                            <C>             <C>    
          ASSETS:
              Fixed maturity and equity securities                $69,778       $69,778
              Short-term investments                                  459           459
              Policy loans                                         19,320        19,320
              Cash and cash equivalents                            23,789        23,789
</TABLE>


         The following methods and assumptions were used to estimate the fair
         values of the above financial instruments:

         FIXED MATURITY AND EQUITY SECURITIES: Fair values of fixed maturity and
         equity securities were based on quoted market prices, where available.
         Fair values were estimated using values obtained from independent
         pricing services.

         SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: Carrying values
         approximate fair values.


                                      F-45
<PAGE>   93


         POLICY LOANS:   Carrying values approximate fair values.

10.      RELATED  PARTY TRANSACTIONS

         The Company has formal service agreements with Manulife Financial and
         ManUSA which can be terminated by any party upon two months' notice.
         Under the agreements, the Company will pay direct operating expenses
         incurred each year by Manulife Financial and ManUSA on its behalf.
         Services provided under the agreement include legal, actuarial,
         investment, data processing and certain other administrative services.
         Costs incurred under these agreements were $34,070, $32,733 and $29,384
         in 1998, 1997 and 1996 respectively. In addition, there were $12,817,
         $11,249 and $6,934 of agents bonuses allocated to the Company during
         1998, 1997 and 1996, respectively, which are included in deferred
         acquisition costs.

         The Company has several reinsurance agreements with affiliated
         companies which may be terminated upon the specified notice by either
         party. These agreements are summarized as follows:

         (a)  On December 31, 1998, the coinsurance treaties under which the
              Company had assumed two blocks of insurance from ManUSA were
              terminated. The Company's risk under these treaties was limited to
              $100,000 of initial face amount per claim plus a pro-rata share of
              any increase in face amount. Upon the termination of the treaties,
              the Company paid consideration in the amount of approximately
              $41.0 million to ManUSA and policyholder reserves totaling $41.0
              million were recaptured by ManUSA. No gain or loss resulted from
              the termination of these treaties.

         (b)  The Company cedes the risk in excess of $25,000 per life to MRC
              under the terms of an automatic reinsurance agreement

         (c)  The Company cedes a substantial portion of its risk on its
              Flexible Premium Variable Life policies to MRC under the terms of
              a stop loss reinsurance agreement.

         Selected amounts relating to the above treaties reflected in the
         financial statements are as follows:
<TABLE>
<CAPTION>
         FOR THE YEARS ENDED DECEMBER 31
         ($ thousands)                               1998          1997          1996
         ----------------------------------------------------------------------------
<S>                                               <C>           <C>           <C>    
          Life and annuity premiums assumed       $    48       $   509       $   724
          Life and annuity premiums ceded              76            69            99
          Policy reserves assumed                      --        40,975        44,497
          Policy reserves ceded                       145           130           304
</TABLE>


         Reinsurance recoveries on ceded reinsurance contracts to affiliates
         were $NIL, $3,972 and $NIL during 1998, 1997 and 1996 respectively.

                                      F-46
<PAGE>   94

         The Company and Manulife Financial have entered into an agreement
         whereby Manulife Financial provides a claims paying guarantee to the
         Company's U.S. policyholders. This claims paying guarantee does not
         apply to the Company's separate account contract holders

11.      REINSURANCE

         In the normal course of business, the Company assumes and cedes
         reinsurance as a party to several reinsurance treaties with major
         unrelated insurance companies. The Company remains liable for amounts
         ceded in the event that reinsurers do not meet their obligations.

         The effects of reinsurance on premiums were as follows:
<TABLE>
<CAPTION>
         FOR THE YEARS ENDED DECEMBER 31
         ($ thousands)                                    1998          1997         1996
         ----------------------------------------------------------------------------------
<S>                                                     <C>           <C>           <C>      
          Direct premiums                               $ 9,723       $ 8,607       $12,949  
          Reinsurance ceded                                 405           440           676
                                                        -------       -------       -------
          TOTAL PREMIUMS                                $ 9,318       $ 8,167       $12,273
                                                        =======       =======       =======
</TABLE>

                                  

         Reinsurance recoveries on ceded reinsurance contracts with unrelated
         insurance companies were $1,362, $909 and $357 during 1998, 1997 and
         1996 respectively.

12.      SEGMENT DISCLOSURES

         The Company reports two business segments: Traditional Life Insurance
         sold in Taiwan and Variable Life and Annuities sold in the U.S. The
         Company's reportable segments have been determined based on geography,
         differences in product features, and distribution; the segments are
         also consistent with the Company's management structure. Segmented
         information for the Company is as follows:

<TABLE>
<CAPTION>
         AS AT DECEMBER 31,
         ($ thousands)                                            TAIWAN            U.S.            TOTAL
         --------------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>              <C>      
         1998
         Premiums and fee income                              $   9,243        $  54,594        $  63,837
         Interest expense                                            --            1,722            1,722
         Income taxes (benefit)                                  (1,219)             827             (392)
         Net income (loss)                                       (2,265)           1,511             (754)
         Total assets excluding separate account assets       $  30,268        $ 258,311        $ 288,579
                                                              ---------        ---------        ---------
         1997
         Premiums and fee income                              $   8,099        $  39,190        $  47,289
         Interest expense                                            --            2,750            2,750
         Income taxes (benefit)                                  (1,526)           1,049             (477)
         Net income (loss)                                       (2,835)            (801)          (3,636)
         Total assets excluding separate account assets       $  25,401        $ 244,166        $ 269,567
                                                              ---------        ---------        ---------
         1996
         Premiums and fee income                              $  12,200        $  41,132        $  53,332
</TABLE>


                                      F-47
<PAGE>   95
<TABLE>

<S>                                                           <C>              <C>              <C>      
         Interest expense                                            --           12,251           12,251
         Income taxes (benefit)                                  (6,125)           2,216           (3,909)
         Net income (loss)                                      (17,500)           9,093           (8,407)
         Total assets excluding separate account assets       $  15,268        $ 379,241        $ 394,509
                                                              =========        =========        =========
</TABLE>


         The accounting policies for each segment above are the same as those
         described in the summary of significant accounting policies. The
         Company has no intersegment revenues and no significant major
         customers.



13.      CONTINGENCIES

         The Company is subject to various lawsuits that have arisen in the
         course of its business. Contingent liabilities arising from litigation,
         income taxes and other matters are not considered material in relation
         to the financial position of the Company.


14.      UNCERTAINTY DUE TO THE YEAR 2000 RISK (UNAUDITED)

         The Year 2000 risk is the result of computer programs being written
         using two digits, rather than four, to define the applicable year. Any
         of the Company's computer programs that have date-sensitive software
         may recognize a date using "00" as the year 1900 rather than the year
         2000. The effects of the Year 2000 risk may be experienced before, on,
         or after January 1, 2000 and, if not addressed, could result in systems
         failures or miscalculations causing disruptions of normal business
         operations. It is not possible to be certain that the Company's Year
         2000 program will fully resolve all aspects of the Year 2000 risk,
         including those related to third parties.


                                      F-48
<PAGE>   96
APPENDIX A
SAMPLE ILLUSTRATIONS OF POLICY VALUES, CASH SURRENDER VALUES AND DEATH BENEFITS

   
The following tables have been prepared to help show how values under the Policy
change with investment performance. The tables include both Policy Values and
Cash Surrender Values as well as Death Benefits. The Policy Value is the sum of
the values in the Investment Accounts, as the tables assume no values in the
Fixed Account or Loan Account. The Cash Surrender Value is the Policy Value less
any applicable surrender charges. The tables illustrate how Policy Values and
Cash Surrender Values, which reflect all applicable charges and deductions, and
Death Benefits of the Policy on an insured of given age would vary over time if
the return on the assets of the Portfolios was a uniform, gross, after-tax,
annual rate of 0%, 6% or 12%. The Policy Values, Death Benefits and Cash
Surrender Values would be different from those shown if the returns averaged 0%,
6% or 12%, but fluctuated over and under those averages throughout the years.
The charges reflected in the tables include those for deductions from premiums,
surrender charges, and monthly deductions.

The amounts shown for the Policy Value, Death Benefit and Cash Surrender Value
as of each Policy Year reflect the fact that the net investment return on the
assets held in the sub-accounts is lower than the gross, after-tax return. This
is because the expenses and fees borne by Manufacturers Investment Trust are
deducted from the gross return. The illustrations reflect an average of those
Portfolios' current expenses, which is approximately 0.949% per annum. The gross
annual rates of return of 0%, 6% and 12% correspond to approximate net annual
rates of return of - 0.944%, 4.999% and 10.942%. The illustrations reflect the
expense reimbursement in effect for the Lifestyle Trust and the expense
limitation in effect for the Equity Index Trust. In the absence of such expense
reimbursement and expense limitation, the average of the Portfolio's current
expenses would have been 0.953 % per annum and the gross annual rates of return
of 0%, 6% and 12% would have corresponded to approximate net annual rates of
return of -0.949%, 4.994% and 10.938%. The expense reimbursement for the
Lifestyle Trusts and the expense limitation for the Equity Index Trust remained
in effect during the fiscal year ended December 31, 1998, and are expected to
remain in effect during the fiscal year ended December 31, 1999. Were the
expense reimbursement and expense limitation to terminate, the average of the
Portfolios' current expenses would be higher and the approximate net annual
rates of return would be lower.

The tables assume that no premiums have been allocated to the Fixed Account,
that planned premiums are paid on the Policy Anniversary and that no transfers,
partial withdrawals, Policy loans, changes in death benefit options or changes
in face amount have been made. The tables reflect the fact that no charges for
federal, state or local taxes are currently made against the Separate Account.
If such a charge is made in the future, it would take a higher gross rate of
return to produce after-tax returns of 0%, 6% and 12% than it does now.

There are two tables shown for each combination of age and death benefit option
for a Policy issued to a male non-smoker, one based on current cost of insurance
charges assessed by the Company and the other based on the maximum cost of
insurance charges based on the 1980 Commissioners Standard Smoker Distinct
Mortality Tables. Current 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 issue age, sex
(unless unisex rates are required by law, or are requested) and risk classes,
any additional ratings and the death benefit option, face amount and planned
premium requested. Illustrations for smokers would show less favorable results
than the illustrations shown below.

From time to time, in advertisements or sales literature for the Policies that
quote performance data of one or more of the Portfolios, the Company may include
Cash Surrender Values and Death Benefit figures computed using the same
methodology as that used in the following illustrations, but with the average
annual total return of the 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.
    



                                      A-1
<PAGE>   97
The Policies have been offered to the public only since approximately May 1,
1999. However, total return data may be advertised for as long a period of time
as the underlying Portfolio has been in existence. The results for any period
prior to the Policies' being offered would be calculated as if the Policies had
been offered during that period of time, with all charges assumed to be those
applicable to the Policies.







                                      A-2
<PAGE>   98
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 35 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 1
                          $2,260 ANNUAL PLANNED PREMIUM
                            ASSUMING CURRENT CHARGES

<TABLE>
<CAPTION>
                                 0% Hypothetical                   6% Hypothetical                      12% Hypothetical
                              Gross Investment Return            Gross Investment Return              Gross Investment Return
                              -----------------------            -----------------------              -----------------------
   End Of    Accumulated     Policy     Cash       Death     Policy      Cash         Death        Policy     Cash        Death
   Policy    Premiums (2)     Value   Surrender   Benefit     Value    Surrender      Benefit       Value   Surrender     Benefit
  Year (1)                            Value (3)                        Value (3)                            Value (3) 
<S>          <C>             <C>      <C>         <C>        <C>       <C>            <C>          <C>      <C>           <C>
         1         2,373       944          0     500,000     1,032            0      500,000       1,121           0     500,000
         2         4,865     2,028          0     500,000     2,269            0      500,000       2,522           0     500,000
         3         7,481     3,037          0     500,000     3,500            0      500,000       4,005           0     500,000
         4        10,228     4,001        407     500,000     4,755        1,160      500,000       5,609       2,015     500,000
         5        13,112     4,951      1,948     500,000     6,064        3,061      500,000       7,379       4,376     500,000
         6        16,141     5,828      3,415     500,000     7,371        4,959      500,000       9,269       6,857     500,000
         7        19,321     6,627      4,805     500,000     8,669        6,848      500,000      11,286       9,465     500,000
         8        22,660     7,379      6,148     500,000     9,989        8,759      500,000      13,476      12,245     500,000
         9        26,166     8,121      7,480     500,000    11,368       10,728      500,000      15,891      15,251     500,000
        10        29,847     8,845      8,796     500,000    12,801       12,752      500,000      18,550      18,501     500,000
        11        33,713     9,584      9,584     500,000    14,350       14,350      500,000      21,575      21,575     500,000
        12        37,771    10,234     10,234     500,000    15,892       15,892      500,000      24,845      24,845     500,000
        13        42,033    10,786     10,786     500,000    17,416       17,416      500,000      28,377      28,377     500,000
        14        46,508    11,233     11,233     500,000    18,917       18,917      500,000      32,196      32,196     500,000
        15        51,206    11,584     11,584     500,000    20,399       20,399      500,000      36,340      36,340     500,000
        16        56,139    11,850     11,850     500,000    21,873       21,873      500,000      40,858      40,858     500,000
        17        61,319    12,044     12,044     500,000    23,353       23,353      500,000      45,806      45,806     500,000
        18        66,758    12,168     12,168     500,000    24,837       24,837      500,000      51,231      51,231     500,000
        19        72,469    12,243     12,243     500,000    26,351       26,351      500,000      57,210      57,210     500,000
        20        78,466    12,284     12,284     500,000    27,908       27,908      500,000      63,819      63,819     500,000
        21        84,762    12,115     12,115     500,000    29,336       29,336      500,000      70,962      70,962     500,000
        22        91,373    11,762     11,762     500,000    30,653       30,653      500,000      78,728      78,728     500,000
        23        98,315    11,214     11,214     500,000    31,844       31,844      500,000      87,181      87,181     500,000
        24       105,603    10,437     10,437     500,000    32,868       32,868      500,000      96,376      96,376     500,000
        25       113,256     9,409      9,409     500,000    33,693       33,693      500,000     106,385     106,385     500,000
        26       121,292     8,094      8,094     500,000    34,277       34,277      500,000     117,281     117,281     500,000
        27       129,730     6,447      6,447     500,000    34,561       34,561      500,000     129,141     129,141     500,000
        28       138,589     4,431      4,431     500,000    34,494       34,494      500,000     142,066     142,066     500,000
        29       147,892     2,014      2,014     500,000    34,028       34,028      500,000     156,178     156,178     500,000
        30       157,659     0 (4)      0 (4)       0 (4)    33,095       33,095      500,000     171,605     171,605     500,000
        31       167,915                                     31,646       31,646      500,000     188,519     188,519     500,000
        32       178,684                                     29,593       29,593      500,000     207,094     207,094     500,000
        33       189,991                                     26,835       26,835      500,000     227,534     227,534     500,000
        34       201,864                                     23,265       23,265      500,000     250,085     250,085     500,000
        35       214,330                                     18,756       18,756      500,000     275,035     275,035     500,000
        36       227,420                                     13,158       13,158      500,000     302,724     302,724     500,000
        37       241,164                                      6,234        6,234      500,000     333,537     333,537     500,000
        38       255,595                                      0 (4)        0 (4)        0 (4)     367,971     367,971     500,000
        39       270,747                                                                          406,629     406,629     500,000
        40       286,658                                                                          450,242     450,242     500,000
        41       303,364                                                                          499,533     499,533     524,509
        42       320,905                                                                          554,123     554,123     581,829
</TABLE>


                                      A-3
<PAGE>   99
<TABLE>
<CAPTION>
                                 0% Hypothetical                   6% Hypothetical                      12% Hypothetical
                              Gross Investment Return            Gross Investment Return              Gross Investment Return
                              -----------------------            -----------------------              -----------------------
   End Of    Accumulated     Policy     Cash       Death     Policy      Cash         Death        Policy     Cash        Death
   Policy    Premiums (2)     Value   Surrender   Benefit     Value    Surrender      Benefit       Value   Surrender     Benefit
  Year (1)                            Value (3)                        Value (3)                            Value (3) 
<S>          <C>             <C>      <C>         <C>        <C>       <C>            <C>          <C>      <C>           <C>
        43      339,323                                                                              614,319     614,319     645,035
        44      358,662                                                                              680,669     680,669     714,702
        45      378,968                                                                              753,768     753,768     791,456
        46      400,290                                                                              834,262     834,262     875,975
        47      422,677                                                                              922,854     922,854     968,996
        48      446,184                                                                            1,020,304   1,020,304   1,071,319
        49      470,866                                                                            1,127,437   1,127,437   1,183,809
        50      496,783                                                                            1,245,127   1,245,127   1,307,383
        51      523,995                                                                            1,374,310   1,374,310   1,443,026
        52      552,568                                                                            1,516,032   1,516,032   1,591,833
        53      582,569                                                                            1,671,381   1,671,381   1,754,950
        54      614,071                                                                            1,841,520   1,841,520   1,933,596
        55      647,147                                                                            2,027,698   2,027,698   2,129,083
        56      681,877                                                                            2,231,266   2,231,266   2,342,829
        57      718,344                                                                            2,457,329   2,457,329   2,555,622
        58      756,634                                                                            2,709,109   2,709,109   2,790,383
        59      796,839                                                                            2,990,416   2,990,416   3,050,224
        60      839,054                                                                            3,305,765   3,305,765   3,338,822
        61      883,380                                                                            3,660,531   3,660,531   3,660,531
        62      929,922                                                                            4,053,131   4,053,131   4,053,131
        63      978,791                                                                            4,487,601   4,487,601   4,487,601
        64    1,030,104                                                                            4,968,405   4,968,405   4,968,405
        65    1,083,982                                                                            5,500,485   5,500,485   5,500,485
</TABLE>
 
   (1) All values shown are as of the end of the policy year indicated, have
       been rounded to the nearest dollar, and assume that (a) premiums paid
       after the initial premium are received on the policy anniversary, (b) no
       policy loan has been made, (c) no partial withdrawal of the Cash
       Surrender Value has been made and (d) no premiums have been allocated to
       the Fixed Account.

   (2) Assumes net interest of 5% compounded annually.

   (3) Provided the No Lapse Guarantee Cumulative Premium Test has been and
       continues to be met, the No Lapse Guarantee will keep the Policy in force
       until the end of the first 10 Policy Years. Provided the Death Benefit
       Guarantee Cumulative Premium Test has been selected and continues to be
       met, the Death Benefit Guarantee will keep the Policy in force on all
       policies until age 100.

   (4) In the absence of additional premium payments, the Policy will lapse.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.




                                      A-4
<PAGE>   100
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 35 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 1
                          $2,260 ANNUAL PLANNED PREMIUM
                            ASSUMING MAXIMUM CHARGES

<TABLE>
<CAPTION>
                                  0% Hypothetical                    6% Hypothetical                     12% Hypothetical         
                              Gross Investment Return             Gross Investment Return              Gross Investment Return     
                              -----------------------             -----------------------              -----------------------     
 End Of     Accumulated     Policy      Cash          Death     Policy     Cash          Death       Policy      Cash         Death
 Policy     Premiums (2)    Value     Surrender       Benefit   Value    Surrender       Benefit     Value     Surrender     Benefit
Year (1)                               Value (3)                           Value (3)                             Value (3)  
<S>         <C>             <C>       <C>           <C>        <C>       <C>            <C>        <C>          <C>          <C>
       1        2,373         944           0       500,000     1,032           0       500,000     1,121            0       500,000
       2        4,865       1,954           0       500,000     2,193           0       500,000     2,444            0       500,000
       3        7,481       2,896           0       500,000     3,350           0       500,000     3,846            0       500,000
       4       10,228       3,765         171       500,000     4,497         903       500,000     5,330        1,736       500,000
       5       13,112       4,552       1,549       500,000     5,624       2,621       500,000     6,895        3,892       500,000
       6       16,141       5,254       2,841       500,000     6,726       4,313       500,000     8,544        6,131       500,000
       7       19,321       5,858       4,036       500,000     7,786       5,964       500,000    10,271        8,450       500,000
       8       22,660       6,365       5,134       500,000     8,803       7,573       500,000    12,085       10,855       500,000
       9       26,166       6,763       6,123       500,000     9,761       9,121       500,000    13,981       13,341       500,000
      10       29,847       7,053       7,004       500,000    10,658      10,608       500,000    15,967       15,918       500,000
      11       33,713       7,326       7,326       500,000    11,604      11,604       500,000    18,205       18,205       500,000
      12       37,771       7,464       7,464       500,000    12,464      12,464       500,000    20,553       20,553       500,000
      13       42,033       7,460       7,460       500,000    13,224      13,224       500,000    23,015       23,015       500,000
      14       46,508       7,306       7,306       500,000    13,868      13,868       500,000    25,595       25,595       500,000
      15       51,206       6,981       6,981       500,000    14,372      14,372       500,000    28,287       28,287       500,000
      16       56,139       6,477       6,477       500,000    14,718      14,718       500,000    31,097       31,097       500,000
      17       61,319       5,762       5,762       500,000    14,865      14,865       500,000    34,004       34,004       500,000
      18       66,758       4,802       4,802       500,000    14,765      14,765       500,000    36,989       36,989       500,000
      19       72,469       3,567       3,567       500,000    14,377      14,377       500,000    40,034       40,034       500,000
      20       78,466       2,013       2,013       500,000    13,640      13,640       500,000    43,107       43,107       500,000
      21       84,762         106         106       500,000    12,499      12,499       500,000    46,180       46,180       500,000
      22       91,373       0 (4)       0 (4)         0 (4)    10,888      10,888       500,000    49,221       49,221       500,000
      23       98,315                                           8,755       8,755       500,000    52,207       52,207       500,000
      24      105,603                                           6,029       6,029       500,000    55,104       55,104       500,000
      25      113,256                                           2,610       2,610       500,000    57,851       57,851       500,000
      26      121,292                                           0 (4)       0 (4)         0 (4)    60,380       60,380       500,000
      27      129,730                                                                              62,611       62,611       500,000
      28      138,589                                                                              64,429       64,429       500,000
      29      147,892                                                                              65,693       65,693       500,000
      30      157,659                                                                              66,235       66,235       500,000
      31      167,915                                                                              65,873       65,873       500,000
      32      178,684                                                                              64,414       64,414       500,000
      33      189,991                                                                              61,614       61,614       500,000
      34      201,864                                                                              57,194       57,194       500,000
      35      214,330                                                                              50,787       50,787       500,000
      36      227,420                                                                              41,893       41,893       500,000
      37      241,164                                                                              29,572       29,572       500,000
      38      255,595                                                                              13,517       13,517       500,000
      39      270,747                                                                               0 (4)        0 (4)         0 (4)
</TABLE>



                                      A-5
<PAGE>   101
   (1) All values shown are as of the end of the policy year indicated, have
       been rounded to the nearest dollar, and assume that (a) premiums paid
       after the initial premium are received on the policy anniversary, (b) no
       policy loan has been made, (c) no partial withdrawal of the Cash
       Surrender Value has been made and (d) no premiums have been allocated to
       the Fixed Account.

   (2) Assumes net interest of 5% compounded annually.

   (3) Provided the No Lapse Guarantee Cumulative Premium Test has been and
       continues to be met, the No Lapse Guarantee will keep the Policy in force
       until the end of the first 10 Policy Years. Provided the Death Benefit
       Guarantee Cumulative Premium Test has been selected and continues to be
       met, the Death Benefit Guarantee will keep the Policy in force on all
       policies until age 100.

   (4) In the absence of additional premium payments, the Policy will lapse.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.





                                      A-6
<PAGE>   102
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 35 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 2
                          $3,070 ANNUAL PLANNED PREMIUM
                            ASSUMING CURRENT CHARGES

<TABLE>
<CAPTION>
                                 0% Hypothetical                   6% Hypothetical                       12% Hypothetical
                             Gross Investment Return             Gross Investment Return              Gross Investment Return
                             -----------------------             -----------------------              -----------------------
End Of     Accumulated     Policy     Cash         Death       Policy      Cash        Death        Policy       Cash        Death
Policy     Premiums (2)    Value     Surrender     Benefit      Value   Surrender     Benefit       Value      Surrender    Benefit
Year (1)                             Value (3)                          Value (3)                              Value (3)
<S>        <C>            <C>        <C>           <C>         <C>      <C>           <C>         <C>          <C>          <C> 
      1    3,224           1,685             0      501,685     1,818           0     501,818       1,951             0     501,951
      2    6,608           3,497             0      503,497     3,872           0     503,872       4,265             0     504,265
      3    10,162          5,219           575      505,219     5,952       1,308     505,952       6,749         2,105     506,749
      4    13,894          6,882         2,894      506,882     8,089       4,100     508,089       9,453         5,464     509,453
      5    17,812          8,517         5,184      508,517    10,315       6,983     510,315      12,430         9,097     512,430
      6    21,926         10,065         7,388      510,065    12,575       9,897     512,575      15,645        12,968     515,645
      7    26,246         11,522         9,500      511,522    14,862      12,840     514,862      19,115        17,094     519,115
      8    30,782         12,918        11,553      512,918    17,208      15,842     517,208      22,899        21,533     522,899
      9    35,544         14,291        13,581      514,291    19,654      18,944     519,654      27,066        26,355     527,066
     10    40,545         15,635        15,581      515,635    22,196      22,142     522,196      31,647        31,592     531,647
     11    45,796         17,041        17,041      517,041    24,972      24,972     524,972      36,880        36,880     536,880
     12    51,309         18,347        18,347      518,347    27,794      27,794     527,794      42,583        42,583     542,583
     13    57,098         19,543        19,543      519,543    30,652      30,652     530,652      48,793        48,793     548,793
     14    63,176         20,623        20,623      520,623    33,540      33,540     533,540      55,558        55,558     555,558
     15    69,558         21,595        21,595      521,595    36,467      36,467     536,467      62,943        62,943     562,943
     16    76,260         22,472        22,472      522,472    39,447      39,447     539,447      71,027        71,027     571,027
     17    83,296         23,267        23,267      523,267    42,494      42,494     542,494      79,898        79,898     579,898
     18    90,685         23,982        23,982      523,982    45,612      45,612     545,612      89,639        89,639     589,639
     19    98,442         24,640        24,640      524,640    48,828      48,828     548,828     100,367       100,367     600,367
     20    106,588        25,255        25,255      525,255    52,160      52,160     552,160     112,202       112,202     612,202
     21    115,141        25,649        25,649      525,649    55,430      55,430     555,430     125,072       125,072     625,072
     22    124,122        25,848        25,848      525,848    58,657      58,657     558,657     139,112       139,112     639,112
     23    133,551        25,843        25,843      525,843    61,829      61,829     561,829     154,434       154,434     654,434
     24    143,452        25,600        25,600      525,600    64,906      64,906     564,906     171,138       171,138     671,138
     25    153,848        25,098        25,098      525,098    67,859      67,859     567,859     189,344       189,344     689,344
     26    164,764        24,305        24,305      524,305    70,644      70,644     570,644     209,176       209,176     709,176
     27    176,226        23,177        23,177      523,177    73,206      73,206     573,206     230,757       230,757     730,757
     28    188,261        21,682        21,682      521,682    75,497      75,497     575,497     254,234       254,234     754,234
     29    200,897        19,794        19,794      519,794    77,473      77,473     577,473     279,779       279,779     779,779
     30    214,166        17,472        17,472      517,472    79,070      79,070     579,070     307,562       307,562     807,562
     31    228,097        14,702        14,702      514,702    80,252      80,252     580,252     337,801       337,801     837,801
     32    242,726        11,430        11,430      511,430    80,938      80,938     580,938     370,697       370,697     870,697
     33    258,086         7,603         7,603      507,603    81,043      81,043     581,043     406,468       406,468     906,468
     34    274,213         3,167         3,167      503,167    80,478      80,478     580,478     445,359       445,359     945,359
     35    291,148         0 (4)         0 (4)        0 (4)    79,144      79,144     579,144     487,633       487,633     987,633
     36    308,928                                             76,926      76,926     576,926     533,567       533,567   1,033,567
     37    327,598                                             73,632      73,632     573,632     583,402       583,402   1,083,402
     38    347,202                                             69,128      69,128     569,128     637,464       637,464   1,137,464
     39    367,785                                             63,258      63,258     563,258     696,102       696,102   1,196,102
     40    389,398                                             55,845      55,845     555,845     759,692       759,692   1,259,692
     41    412,091                                             46,506      46,506     546,506     828,439       828,439   1,328,439
</TABLE>




                                      A-7
<PAGE>   103
<TABLE>
<CAPTION>
                                 0% Hypothetical                   6% Hypothetical                       12% Hypothetical
                             Gross Investment Return             Gross Investment Return              Gross Investment Return
                             -----------------------             -----------------------              -----------------------
End Of     Accumulated     Policy    Cash         Death       Policy     Cash        Death        Policy        Cash         Death
Policy     Premiums (2)    Value    Surrender     Benefit      Value   Surrender    Benefit       Value       Surrender     Benefit
Year (1)                            Value (3)                          Value (3)                              Value (3) 
<S>        <C>            <C>       <C>           <C>         <C>      <C>          <C>          <C>          <C>          <C> 
     42     435,920                                           34,975    34,975      534,975        902,716      902,716    1,402,716
     43     460,939                                           20,936    20,936      520,936        982,891      982,891    1,482,891
     44     487,209                                            4,054     4,054      504,054      1,069,372    1,069,372    1,569,372
     45     514,793                                            0 (4)     0 (4)        0 (4)      1,162,592    1,162,592    1,662,592
     46     543,757                                                                              1,263,022    1,263,022    1,763,022
     47     574,168                                                                              1,371,159    1,371,159    1,871,159
     48     606,100                                                                              1,487,592    1,487,592    1,987,592
     49     639,628                                                                              1,612,947    1,612,947    2,112,947
     50     674,833                                                                              1,747,781    1,747,781    2,247,781
     51     711,798                                                                              1,892,690    1,892,690    2,392,690
     52     750,612                                                                              2,048,641    2,048,641    2,548,641
     53     791,366                                                                              2,216,437    2,216,437    2,716,437
     54     834,158                                                                              2,396,956    2,396,956    2,896,956
     55     879,089                                                                              2,591,246    2,591,246    3,091,246
     56     926,267                                                                              2,800,542    2,800,542    3,300,542
     57     975,804                                                                              3,026,853    3,026,853    3,526,853
     58   1,027,818                                                                              3,271,863    3,271,863    3,771,863
     59   1,082,432                                                                              3,537,433    3,537,433    4,037,433
     60   1,139,777                                                                              3,825,623    3,825,623    4,325,623
     61   1,199,989                                                                              4,138,724    4,138,724    4,638,724
     62   1,263,212                                                                              4,479,096    4,479,096    4,979,096
     63   1,329,597                                                                              4,849,534    4,849,534    5,349,534
     64   1,399,300                                                                              5,253,144    5,253,144    5,753,144
     65   1,472,488                                                                              5,693,361    5,693,361    6,193,361
</TABLE>


   (1) All values shown are as of the end of the policy year indicated, have
       been rounded to the nearest dollar, and assume that (a) premiums paid
       after the initial premium are received on the policy anniversary, (b) no
       policy loan has been made, (c) no partial withdrawal of the Cash
       Surrender Value has been made and (d) no premiums have been allocated to
       the Fixed Account.

   (2) Assumes net interest of 5% compounded annually.

   (3) Provided the No Lapse Guarantee Cumulative Premium Test has been and
       continues to be met, the No Lapse Guarantee will keep the Policy in force
       until the end of the first 10 Policy Years. Provided the Death Benefit
       Guarantee Cumulative Premium Test has been selected and continues to be
       met, the Death Benefit Guarantee will keep the Policy in force on all
       policies until age 100.

   (4) In the absence of additional premium payments, the Policy will lapse.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.


                                      A-8
<PAGE>   104
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 35 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 2
                          $3,070 ANNUAL PLANNED PREMIUM
                            ASSUMING MAXIMUM CHARGES

<TABLE>
<CAPTION>
                            0% Hypothetical                  6% Hypothetical               12% Hypothetical
                        Gross Investment Return          Gross Investment Return        Gross Investment Return
                       ----------------------------    ---------------------------    ---------------------------
  End Of  Accumulated  Policy       Cash      Death    Policy  Cash          Death    Policy       Cash     Death
  Policy     Premiums   Value  Surrender    Benefit     Value  Surrender   Benefit     Value  Surrender   Benefit
Year (1)          (2)          Value (3)                       Value (3)                      Value (3)
<S>       <C>          <C>     <C>        <C>        <C>       <C>        <C>       <C>       <C>        <C>
       1        3,224   1,685          0    501,685     1,818          0   501,818     1,951          0   501,951
       2        6,608   3,423          0    503,423     3,796          0   503,796     4,186          0   504,186
       3       10,162   5,077        433    505,077     5,801      1,158   505,801     6,589      1,945   506,589
       4       13,894   6,644      2,656    506,644     7,830      3,842   507,830     9,172      5,183   509,172
       5       17,812   8,115      4,783    508,115     9,873      6,540   509,873    11,942      8,609   511,942
       6       21,926   9,488      6,811    509,488    11,925      9,248   511,925    14,913     12,236   514,913
       7       26,246  10,748      8,726    510,748    13,971     11,950   513,971    18,091     16,069   518,091
       8       30,782  11,898     10,532    511,898    16,013     14,647   516,013    21,495     20,129   521,495
       9       35,544  12,925     12,214    512,925    18,033     17,322   518,033    25,132     24,422   525,132
      10       40,545  13,830     13,776    513,830    20,031     19,976   520,031    29,028     28,973   529,028
      11       45,796  14,767     14,767    514,767    22,198     22,198   522,198    33,459     33,459   533,459
      12       51,309  15,559     15,559    515,559    24,329     24,329   524,329    38,222     38,222   538,222
      13       57,098  16,197     16,197    516,197    26,413     26,413   526,413    43,339     43,339   543,339
      14       63,176  16,675     16,675    516,675    28,438     28,438   528,438    48,839     48,839   548,839
      15       69,558  16,973     16,973    516,973    30,379     30,379   530,379    54,740     54,740   554,740
      16       76,260  17,084     17,084    517,084    32,224     32,224   532,224    61,077     61,077   561,077
      17       83,296  16,977     16,977    516,977    33,930     33,930   533,930    67,857     67,857   567,857
      18       90,685  16,618     16,618    516,618    35,457     35,457   535,457    75,091     75,091   575,091
      19       98,442  15,980     15,980    515,980    36,765     36,765   536,765    82,797     82,797   582,797
      20      106,588  15,024     15,024    515,024    37,797     37,797   537,797    90,977     90,977   590,977
      21      115,141  13,718     13,718    513,718    38,505     38,505   538,505    99,645     99,645   599,645
      22      124,122  12,026     12,026    512,026    38,832     38,832   538,832   108,810    108,810   608,810
      23      133,551   9,928      9,928    509,928    38,736     38,736   538,736   118,499    118,499   618,499
      24      143,452   7,395      7,395    507,395    38,159     38,159   538,159   128,733    128,733   628,733
      25      153,848   4,372      4,372    504,372    37,018     37,018   537,018   139,504    139,504   639,504
      26      164,764     805        805    500,805    35,226     35,226   535,226   150,807    150,807   650,807
      27      176,226   0 (4)      0 (4)      0 (4)    32,684     32,684   532,684   162,632    162,632   662,632
      28      188,261                                  29,264     29,264   529,264   174,937    174,937   674,937
      29      200,897                                  24,819     24,819   524,819   187,664    187,664   687,664
      30      214,166                                  19,187     19,187   519,187   200,742    200,742   700,742
      31      228,097                                  12,210     12,210   512,210   214,104    214,104   714,104
      32      242,726                                   3,742      3,742   503,742   227,694    227,694   727,694
      33      258,086                                   0 (4)      0 (4)     0 (4)   241,438    241,438   741,438
      34      274,213                                                                255,257    255,257   755,257
      35      291,148                                                                269,032    269,032   769,032
      36      308,928                                                                282,565    282,565   782,565
      37      327,598                                                                295,285    295,285   795,285
      38      347,202                                                                307,440    307,440   807,440
      39      367,785                                                                318,319    318,319   818,319
      40      389,398                                                                327,472    327,472   827,472
      41      412,091                                                                334,503    334,503   834,503
</TABLE>


                                      A-9
<PAGE>   105
<TABLE>
<S>       <C>          <C>     <C>        <C>        <C>       <C>        <C>       <C>       <C>        <C>
      42      435,920                                                                338,987    338,987   838,987
      43      460,939                                                                340,482    340,482   840,482
      44      487,209                                                                338,538    338,538   838,538
      45      514,793                                                                332,568    332,568   832,568
      46      543,757                                                                321,772    321,772   821,772
      47      574,168                                                                305,163    305,163   805,163
      48      606,100                                                                281,515    281,515   781,515
      49      639,628                                                                249,407    249,407   749,407
      50      674,833                                                                207,384    207,384   707,384
      51      711,798                                                                153,984    153,984   653,984
      52      750,612                                                                 87,725     87,725   587,725
      53      791,366                                                                  7,028      7,028   507,028
      54      834,158                                                                  0 (4)      0 (4)     0 (4)
</TABLE>
         (1)      All values shown are as of the end of the policy year
                  indicated, have been rounded to the nearest dollar, and assume
                  that (a) premiums paid after the initial premium are received
                  on the policy anniversary, (b) no policy loan has been made,
                  (c) no partial withdrawal of the Cash Surrender Value has been
                  made and (d) no premiums have been allocated to the Fixed
                  Account.

         (2)      Assumes net interest of 5% compounded annually.

         (3)      Provided the No Lapse Guarantee Cumulative Premium Test has
                  been and continues to be met, the No Lapse Guarantee will keep
                  the Policy in force until the end of the first 10 Policy
                  Years. Provided the Death Benefit Guarantee Cumulative Premium
                  Test has been selected and continues to be met, the Death
                  Benefit Guarantee will keep the Policy in force on all
                  policies until age 100.

         (4)      In the absence of additional premium payments, the Policy will
                  lapse.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.



                                      A-10
<PAGE>   106
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 55 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 1
                          $7,940 ANNUAL PLANNED PREMIUM
                            ASSUMING CURRENT CHARGES

<TABLE>
<CAPTION>
                            0% Hypothetical                  6% Hypothetical                12% Hypothetical
                        Gross Investment Return          Gross Investment Return         Gross Investment Return
                       ----------------------------    ---------------------------    -----------------------------
  End Of  Accumulated  Policy       Cash      Death    Policy  Cash          Death    Policy       Cash       Death
  Policy     Premiums   Value  Surrender    Benefit     Value  Surrender   Benefit     Value  Surrender     Benefit
Year (1)          (2)          Value (3)                       Value (3)                      Value (3)
<S>       <C>          <C>     <C>        <C>        <C>       <C>        <C>       <C>       <C>         <C>
       1        8,337   3,773          0    500,000     4,099          0   500,000      4,426          0    500,000
       2       17,091   7,276          0    500,000     8,161          0   500,000      9,088        639    500,000
       3       26,282  10,711      3,308    500,000    12,389      4,986   500,000     14,222      6,819    500,000
       4       35,934  13,900      7,541    500,000    16,609     10,251   500,000     19,692     13,334    500,000
       5       46,067  17,059     11,746    500,000    21,042     15,728   500,000     25,763     20,450    500,000
       6       56,708  19,894     15,626    500,000    25,394     21,127   500,000     32,192     27,924    500,000
       7       67,880  22,421     19,198    500,000    29,681     26,458   500,000     39,039     35,816    500,000
       8       79,611  24,742     22,565    500,000    34,000     31,822   500,000     46,457     44,280    500,000
       9       91,928  26,951     25,819    500,000    38,447     37,315   500,000     54,607     53,474    500,000
      10      104,862  29,087     29,000    500,000    43,071     42,984   500,000     63,612     63,525    500,000
      11      118,442  30,770     30,770    500,000    47,598     47,598   500,000     73,449     73,449    500,000
      12      132,701  31,945     31,945    500,000    51,893     51,893   500,000     83,978     83,978    500,000
      13      147,673  32,505     32,505    500,000    55,843     55,843   500,000     95,203     95,203    500,000
      14      163,394  32,422     32,422    500,000    59,409     59,409   500,000    107,217    107,217    500,000
      15      179,900  31,643     31,643    500,000    62,528     62,528   500,000    120,108    120,108    500,000
      16      197,233  30,083     30,083    500,000    65,106     65,106   500,000    133,961    133,961    500,000
      17      215,431  27,717     27,717    500,000    67,100     67,100   500,000    148,934    148,934    500,000
      18      234,540  24,527     24,527    500,000    68,476     68,476   500,000    165,228    165,228    500,000
      19      254,604  20,497     20,497    500,000    69,196     69,196   500,000    183,074    183,074    500,000
      20      275,671  15,606     15,606    500,000    69,218     69,218   500,000    202,747    202,747    500,000
      21      297,791   8,816      8,816    500,000    67,571     67,571   500,000    223,937    223,937    500,000
      22      321,018     214        214    500,000    64,264     64,264   500,000    247,122    247,122    500,000
      23      345,406   0 (4)      0 (4)      0 (4)    58,947     58,947   500,000    272,653    272,653    500,000
      24      371,013                                  51,211     51,211   500,000    300,992    300,992    500,000
      25      397,901                                  40,548     40,548   500,000    332,740    332,740    500,000
      26      426,133                                  26,343     26,343   500,000    368,684    368,684    500,000
      27      455,777                                   7,818      7,818   500,000    409,860    409,860    500,000
      28      486,902                                   0 (4)      0 (4)     0 (4)    457,642    457,642    500,000
      29      519,584                                                                 512,837    512,837    538,479
      30      553,901                                                                 573,613    573,613    602,294
      31      589,933                                                                 640,352    640,352    672,370
      32      627,766                                                                 713,598    713,598    749,278
      33      667,492                                                                 793,919    793,919    833,615
      34      709,203                                                                 881,921    881,921    926,017
      35      753,000                                                                 978,256    978,256  1,027,169
      36      798,987                                                               1,083,627  1,083,627  1,137,809
      37      847,274                                                               1,200,576  1,200,576  1,248,599
      38      897,974                                                               1,330,751  1,330,751  1,370,673
      39      951,210                                                               1,476,098  1,476,098  1,505,620
      40    1,007,108                                                               1,638,928  1,638,928  1,655,318
      41    1,065,800                                                               1,821,993  1,821,993  1,821,993
</TABLE>


                                      A-11
<PAGE>   107

<TABLE>
<S>       <C>          <C>     <C>        <C>        <C>       <C>        <C>       <C>       <C>         <C>
      42    1,127,427                                                               2,024,581  2,024,581  2,024,581
      43    1,192,135                                                               2,248,774  2,248,774  2,248,774
      44    1,260,079                                                               2,496,876  2,496,876  2,496,876
      45    1,331,420                                                               2,771,438  2,771,438  2,771,438
</TABLE>

         (1)      All values shown are as of the end of the policy year
                  indicated, have been rounded to the nearest dollar, and assume
                  that (a) premiums paid after the initial premium are received
                  on the policy anniversary, (b) no policy loan has been made,
                  (c) no partial withdrawal of the Cash Surrender Value has been
                  made and (d) no premiums have been allocated to the Fixed
                  Account.

         (2)      Assumes net interest of 5% compounded annually.

         (3)      Provided the No Lapse Guarantee Cumulative Premium Test has
                  been and continues to be met, the No Lapse Guarantee will keep
                  the Policy in force until the end of the first 10 Policy
                  Years. Provided the Death Benefit Guarantee Cumulative Premium
                  Test has been selected and continues to be met, the Death
                  Benefit Guarantee will keep the Policy in force on all
                  policies until age 100.

         (4)      In the absence of additional premium payments, the Policy will
                  lapse.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.


                                      A-12
<PAGE>   108
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 55 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 1
                          $7,940 ANNUAL PLANNED PREMIUM
                            ASSUMING MAXIMUM CHARGES

<TABLE>
<CAPTION>
                            0% Hypothetical                  6% Hypothetical                12% Hypothetical
                        Gross Investment Return          Gross Investment Return         Gross Investment Return
                       ----------------------------    ---------------------------    -----------------------------
  End Of  Accumulated  Policy       Cash      Death    Policy  Cash          Death    Policy       Cash       Death
  Policy     Premiums   Value  Surrender    Benefit     Value  Surrender   Benefit     Value  Surrender     Benefit
Year (1)          (2)          Value (3)                       Value (3)                      Value (3)
<S>       <C>          <C>     <C>        <C>        <C>       <C>        <C>       <C>       <C>         <C>
       1        8,337   3,773          0    500,000     4,099          0   500,000      4,426          0    500,000
       2       17,091   6,632          0    500,000     7,497          0   500,000      8,405          0    500,000
       3       26,282   9,051      1,647    500,000    10,639      3,236   500,000     12,382      4,978    500,000
       4       35,934  11,001      4,643    500,000    13,483      7,125   500,000     16,329      9,971    500,000
       5       46,067  12,434      7,120    500,000    15,960     10,646   500,000     20,190     14,877    500,000
       6       56,708  13,295      9,027    500,000    17,994     13,726   500,000     23,903     19,635    500,000
       7       67,880  13,528     10,305    500,000    19,503     16,281   500,000     27,396     24,173    500,000
       8       79,611  13,048     10,870    500,000    20,373     18,195   500,000     30,563     28,385    500,000
       9       91,928  11,753     10,621    500,000    20,466     19,334   500,000     33,271     32,139    500,000
      10      104,862   9,532      9,445    500,000    19,627     19,540   500,000     35,368     35,281    500,000
      11      118,442   6,578      6,578    500,000    18,071     18,071   500,000     37,173     37,173    500,000
      12      132,701   2,478      2,478    500,000    15,280     15,280   500,000     38,103     38,103    500,000
      13      147,673   0 (4)      0 (4)      0 (4)    11,055     11,055   500,000     37,953     37,953    500,000
      14      163,394                                   5,178      5,178   500,000     36,486     36,486    500,000
      15      179,900                                   0 (4)      0 (4)     0 (4)     33,393     33,393    500,000
      16      197,233                                                                  28,237     28,237    500,000
      17      215,431                                                                  20,159     20,159    500,000
      18      234,540                                                                   8,971      8,971    500,000
      19      254,604                                                                   0 (4)      0 (4)      0 (4)
</TABLE>

         (1)      All values shown are as of the end of the policy year
                  indicated, have been rounded to the nearest dollar, and assume
                  that (a) premiums paid after the initial premium are received
                  on the policy anniversary, (b) no policy loan has been made,
                  (c) no partial withdrawal of the Cash Surrender Value has been
                  made and (d) no premiums have been allocated to the Fixed
                  Account.

         (2)      Assumes net interest of 5% compounded annually.

         (3)      Provided the No Lapse Guarantee Cumulative Premium Test has
                  been and continues to be met, the No Lapse Guarantee will keep
                  the Policy in force until the end of the first 10 Policy
                  Years. Provided the Death Benefit Guarantee Cumulative Premium
                  Test has been selected and continues to be met, the Death
                  Benefit Guarantee will keep the Policy in force on all
                  policies until age 100.

         (4)      In the absence of additional premium payments, the Policy will
                  lapse.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for


                                      A-13
<PAGE>   109
individual policy years. No representations can be made that these hypothetical
rates of return can be achieved for any one year or sustained over any period of
time.


                                      A-14
<PAGE>   110
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 55 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 2
                         $11,575 ANNUAL PLANNED PREMIUM
                            ASSUMING CURRENT CHARGES


<TABLE>
<CAPTION>
                            0% Hypothetical                  6% Hypothetical                12% Hypothetical
                        Gross Investment Return          Gross Investment Return         Gross Investment Return
                       ----------------------------    ---------------------------    -----------------------------
  End Of  Accumulated  Policy       Cash      Death    Policy  Cash          Death    Policy       Cash       Death
  Policy     Premiums   Value  Surrender    Benefit     Value  Surrender   Benefit     Value  Surrender     Benefit
Year (1)          (2)          Value (3)                       Value (3)                      Value (3)
<S>       <C>          <C>     <C>        <C>        <C>       <C>        <C>       <C>       <C>         <C>
       1       12,154   7,076          0    507,076     7,599          0   507,599      8,125          0    508,125
       2       24,915  13,796      2,996    513,796    15,275      4,475   515,275     16,820      6,020    516,820
       3       38,315  20,366     10,903    520,366    23,236     13,773   523,236     26,356     16,892    526,356
       4       52,384  26,607     18,480    526,607    31,307     23,180   531,307     36,622     28,495    536,622
       5       67,157  32,742     25,951    532,742    39,718     32,926   539,718     47,927     41,136    547,927
       6       82,669  38,466     33,010    538,466    48,164     42,709   548,164     60,047     54,592    560,047
       7       98,956  43,796     39,677    543,796    56,661     52,541   556,661     73,077     68,957    573,077
       8      116,057  48,841     46,058    548,841    65,313     62,529   565,313     87,216     84,433    587,216
       9      134,014  53,700     52,253    553,700    74,225     72,778   574,225    102,677    101,230    602,677
      10      152,869  58,418     58,306    558,418    83,452     83,341   583,452    119,639    119,528    619,639
      11      172,666  62,826     62,826    562,826    92,981     92,981   592,981    138,449    138,449    638,449
      12      193,453  66,642     66,642    566,642   102,403    102,403   602,403    158,690    158,690    658,690
      13      215,279  69,752     69,752    569,752   111,590    111,590   611,590    180,388    180,388    680,388
      14      238,197  72,136     72,136    572,136   120,501    120,501   620,501    203,666    203,666    703,666
      15      262,260  73,748     73,748    573,748   129,068    129,068   629,068    228,637    228,637    728,637
      16      287,527  74,515     74,515    574,515   137,187    137,187   637,187    255,391    255,391    755,391
      17      314,057  74,429     74,429    574,429   144,820    144,820   644,820    284,102    284,102    784,102
      18      341,914  73,500     73,500    573,500   151,943    151,943   651,943    314,977    314,977    814,977
      19      371,163  71,739     71,739    571,739   158,532    158,532   658,532    348,246    348,246    848,246
      20      401,875  69,160     69,160    569,160   164,569    164,569   664,569    384,172    384,172    884,172
      21      434,123  64,746     64,746    564,746   168,965    168,965   668,965    421,945    421,945    921,945
      22      467,983  58,691     58,691    558,691   171,822    171,822   671,822    461,944    461,944    961,944
      23      503,536  50,807     50,807    550,807   172,851    172,851   672,851    504,186    504,186  1,004,186
      24      540,866  40,906     40,906    540,906   171,751    171,751   671,751    548,688    548,688  1,048,688
      25      580,063  28,789     28,789    528,789   168,188    168,188   668,188    595,452    595,452  1,095,452
      26      621,220  14,248     14,248    514,248   161,807    161,807   661,807    644,472    644,472  1,144,472
      27      664,435   0 (4)      0 (4)      0 (4)   152,209    152,209   652,209    695,717    695,717  1,195,717
      28      709,810                                 139,017    139,017   639,017    749,191    749,191  1,249,191
      29      757,455                                 121,808    121,808   621,808    804,871    804,871  1,304,871
      30      807,481                                 100,011    100,011   600,011    862,601    862,601  1,362,601
      31      860,009                                  73,005     73,005   573,005    922,182    922,182  1,422,182
      32      915,163                                  40,438     40,438   540,438    983,705    983,705  1,483,705
      33      973,075                                   1,685      1,685   501,685  1,047,004  1,047,004  1,547,004
      34    1,033,883                                   0 (4)      0 (4)     0 (4)  1,111,881  1,111,881  1,611,881
      35    1,097,730                                                               1,178,197  1,178,197  1,678,197
      36    1,164,771                                                               1,245,870  1,245,870  1,745,870
      37    1,235,163                                                               1,315,456  1,315,456  1,815,456
      38    1,309,075                                                               1,387,026  1,387,026  1,887,026
      39    1,386,682                                                               1,460,659  1,460,659  1,960,659
      40    1,468,170                                                               1,536,442  1,536,442  2,036,442
      41    1,553,733                                                               1,614,485  1,614,485  2,114,485
</TABLE>


                                      A-15
<PAGE>   111
<TABLE>
<S>       <C>          <C>     <C>        <C>        <C>       <C>        <C>       <C>       <C>         <C>
      42    1,643,573                                                               1,694,732  1,694,732  2,194,732
      43    1,737,905                                                               1,777,303  1,777,303  2,277,303
      44    1,836,954                                                               1,862,345  1,862,345  2,362,345
      45    1,940,956                                                               1,950,021  1,950,021  2,450,021
</TABLE>

         (1)      All values shown are as of the end of the policy year
                  indicated, have been rounded to the nearest dollar, and assume
                  that (a) premiums paid after the initial premium are received
                  on the policy anniversary, (b) no policy loan has been made,
                  (c) no partial withdrawal of the Cash Surrender Value has been
                  made and (d) no premiums have been allocated to the Fixed
                  Account.

         (2)      Assumes net interest of 5% compounded annually.

         (3)      Provided the No Lapse Guarantee Cumulative Premium Test has
                  been and continues to be met, the No Lapse Guarantee will keep
                  the Policy in force until the end of the first 10 Policy
                  Years. Provided the Death Benefit Guarantee Cumulative Premium
                  Test has been selected and continues to be met, the Death
                  Benefit Guarantee will keep the Policy in force on all
                  policies until age 100.

         (4)      In the absence of additional premium payments, the Policy will
                  lapse.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.


                                      A-16
<PAGE>   112
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 55 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 2
                         $11,575 ANNUAL PLANNED PREMIUM
                            ASSUMING MAXIMUM CHARGES

<TABLE>
<CAPTION>
                            0% Hypothetical                  6% Hypothetical                12% Hypothetical
                        Gross Investment Return          Gross Investment Return         Gross Investment Return
                       ----------------------------    ---------------------------    -----------------------------
  End Of  Accumulated  Policy       Cash      Death    Policy  Cash          Death    Policy       Cash       Death
  Policy     Premiums   Value  Surrender    Benefit     Value  Surrender   Benefit     Value  Surrender     Benefit
Year (1)          (2)          Value (3)                       Value (3)                      Value (3)
<S>       <C>          <C>     <C>        <C>        <C>       <C>        <C>       <C>       <C>         <C>
       1       12,154   7,076          0    507,076     7,599          0   507,599      8,125          0    508,125
       2       24,915  13,143      2,343    513,143    14,601      3,802   514,601     16,125      5,326    516,125
       3       38,315  18,682      9,219    518,682    21,458     11,995   521,458     24,482     15,019    524,482
       4       52,384  23,669     15,542    523,669    28,131     20,003   528,131     33,195     25,068    533,195
       5       67,157  28,052     21,261    528,052    34,548     27,757   534,548     42,238     35,446    542,238
       6       82,669  31,784     26,329    531,784    40,639     35,184   540,639     51,579     46,124    551,579
       7       98,956  34,810     30,691    534,810    46,324     42,205   546,324     61,182     57,063    561,182
       8      116,057  37,054     34,271    537,054    51,494     48,710   551,494     70,978     68,195    570,978
       9      134,014  38,425     36,978    538,425    56,019     54,572   556,019     80,876     79,429    580,876
      10      152,869  38,829     38,718    538,829    59,761     59,649   559,761     90,771     90,659    590,771
      11      172,666  38,748     38,748    538,748    63,292     63,292   563,292    101,477    101,477    601,477
      12      193,453  37,543     37,543    537,543    65,831     65,831   565,831    112,130    112,130    612,130
      13      215,279  35,135     35,135    535,135    67,232     67,232   567,232    122,622    122,622    622,622
      14      238,197  31,448     31,448    531,448    67,349     67,349   567,349    132,843    132,843    632,843
      15      262,260  26,378     26,378    526,378    66,001     66,001   566,001    142,637    142,637    642,637
      16      287,527  19,760     19,760    519,760    62,927     62,927   562,927    151,763    151,763    651,763
      17      314,057  11,100     11,100    511,100    57,520     57,520   557,520    159,607    159,607    659,607
      18      341,914     737        737    500,737    49,991     49,991   549,991    166,365    166,365    666,365
      19      371,163   0 (4)      0 (4)      0 (4)    39,611     39,611   539,611    171,273    171,273    671,273
      20      401,875                                  25,938     25,938   525,938    173,817    173,817    673,817
      21      434,123                                   8,612      8,612   508,612    173,535    173,535    673,535
      22      467,983                                   0 (4)      0 (4)     0 (4)    169,925    169,925    669,925
      23      503,536                                                                 162,463    162,463    662,463
      24      540,866                                                                 150,608    150,608    650,608
      25      580,063                                                                 133,669    133,669    633,669
      26      621,220                                                                 110,735    110,735    610,735
      27      664,435                                                                  80,693     80,693    580,693
      28      709,810                                                                  42,179     42,179    542,179
      29      757,455                                                                   0 (4)      0 (4)      0 (4)
</TABLE>

         (1)      All values shown are as of the end of the policy year
                  indicated, have been rounded to the nearest dollar, and assume
                  that (a) premiums paid after the initial premium are received
                  on the policy anniversary, (b) no policy loan has been made,
                  (c) no partial withdrawal of the Cash Surrender Value has been
                  made and (d) no premiums have been allocated to the Fixed
                  Account.

         (2)      Assumes net interest of 5% compounded annually.

         (3)      Provided the No Lapse Guarantee Cumulative Premium Test has
                  been and continues to be met, the No Lapse Guarantee will keep
                  the Policy in force until the end of the first 10 Policy
                  Years. Provided the Death Benefit Guarantee Cumulative Premium
                  Test has been selected and continues to be met, the Death
                  Benefit Guarantee will keep the Policy in force on all
                  policies until age 100.

         (4)      In the absence of additional premium payments, the Policy will
                  lapse.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation


                                      A-17
<PAGE>   113
of past or future results. Actual investment returns may be more or less than
those shown and will depend on a number of factors, including the investment
allocation made by the policyowner, and the investment returns for the funds of
Manufacturers Investment trust. The policy value, cash surrender value and death
benefit for a policy would be different from those shown if actual rates of
investment return averaged the rate shown above over a period of years, but also
fluctuated above or below that average for individual policy years. No
representations can be made that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time.


                                      A-18


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