SEPARATE ACCOUNT THREE OF THE MANUFACT LIFE INS CO OF AM
497, 2000-05-12
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                            SUPPLEMENT TO PROSPECTUS
             FOR THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                             SEPARATE ACCOUNT THREE

                                DATED MAY 1, 2000

     The following changes are applicable for policies issued in Florida:

NO LAPSE GUARANTEE

A No-Lapse Guarantee Value Test (as opposed to a No-Lapse Guarantee Cumulative
Premium Test) is used to determine whether the No-Lapse Guarantee is in effect.

The No-Lapse Guarantee Value 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 less:

     (a) the sum of the No-Lapse Guarantee Value Deductions,

     (b) any gross withdrawals, and

     (c) any Policy Debt

is equal to or greater  than zero.

The No-Lapse Guarantee Value Deduction is set forth in the Table of Values in
your policy. It is set at issue and is recalculated, prospectively, whenever any
of the following changes occur under the Policy:

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

If, during the No-Lapse Guarantee Period, the No-Lapse Guarantee Value Test has
not been met, the No-Lapse Guarantee Value Test (as opposed to the No-Lapse
Guarantee Cumulative Premium Test) will be used to determine the amount
necessary to keep your policy from going into default. This required payment
will be equal to the lesser of:

     (a) the amount necessary to satisfy the No-Lapse Guarantee Value Test at
         the date of default, plus the sum of two monthly No-Lapse Guarantee
         Value Deductions, or
     (b) the amount necessary to bring the Net Cash Surrender Value to zero
         plus:
         1. the monthly deductions due,
         2. the next two monthly deductions, and
         3. the applicable premium charge.

INITIAL PREMIUMS

The minimum initial premium is one-twelfth of the No-Lapse Guarantee Value
Deduction (as opposed to one-twelfth of the No-Lapse Guarantee Premium).

                          SUPPLEMENT DATED MAY 12, 2000

VUL99.SUPP 5/2000 (20 Yr NLG)
SVUL99.SUPP 5/2000 (20 Yr NLG)




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