<PAGE> 1
SUPPLEMENT TO PROSPECTUS FOR MANULIFE SEPARATE ACCOUNT 3 DATED MAY 1, 1996
SUPPLEMENT TO PROSPECTUS FOR MANULIFE SEPARATE ACCOUNT 4 DATED MAY 1, 1996
SUPPLEMENT TO PROSPECTUS FOR FNAL VARIABLE ACCOUNT DATED MAY 1, 1996
SUPPLEMENT TO PROSPECTUS FOR NASL VARIABLE ACCOUNT DATED MAY 1, 1996
SUPPLEMENT TO PROSPECTUS FOR NASL VARIABLE LIFE ACCOUNT DATED MAY 1, 1996
SUPPLEMENT TO PROSPECTUS FOR NASL SERIES TRUST DATED JULY 11, 1996
Portfolio Subadvisory Changes
Effective October 1, 1996, Oechsle International Advisors, L.P.
("Oechsle"), Roger Engemann Management Co. ("REMC"), Goldman Sachs Asset
Management ("Goldman") and Wellington Management Company ("Wellington") resigned
as subadvisers to the Global Equity Portfolio, the Pasadena Growth Portfolio,
the Value Equity Portfolio and the Money Market Portfolio, respectively. At the
NASL Series Trust's Board of Trustees meeting held September 27, 1996, the Board
of Trustees of the Trust accepted the resignations of Oechsle, REMC, Goldman and
Wellington and approved new subadvisory agreements with Morgan Stanley Asset
Management Inc. ("Morgan Stanley") as subadviser to the Global Equity Trust, T.
Rowe Price Associates, Inc. ("T. Rowe Price") as subadviser to the Pasadena
Growth Trust and the Value Equity Trust and Manufacturers Adviser Corporation
("MAC") as subadviser to the Money Market Portfolio.
The subadvisory agreement with Morgan Stanley is substantially the same as
the subadvisory agreement with Oechsle, differing only with respect to the
effective date of the agreement. The subadvisory agreement with MAC is
substantially the same as the subadvisory agreement with Wellington, differing
only with respect to the effective date of the agreement. The subadvisory
agreement with T. Rowe Price is substantially the same as the subadvisory
agreements with REMC and Goldman, differing only with respect to the effective
date of the agreements and, in the case of REMC, the subadvisory fee and the
provisions in the REMC agreement regarding REMC's exclusive right to the name
"Pasadena" and REMC's reimbursing the Pasadena Growth Portfolio for certain
expenses. The REMC subadvisory agreement contained a provision stating that the
Pasadena Growth Portfolio could not use the name Pasadena if REMC ceased to be
the subadviser to the Portfolio and a provision stating that REMC would
reimburse the Pasadena Growth Portfolio for certain expenses to a maximum on an
annual basis of .15% of the average net assets of the Pasadena Growth Portfolio.
These provisions are not included in the T. Rowe Price subadvisory agreement. In
addition, as noted below, the name of the Pasadena Growth Portfolio has been
changed to "Blue Chip Growth."
On October 1, 1996, the subadvisory agreements with Morgan Stanley, T.
Rowe Price and MAC became effective and they immediately commenced to serve as
subadvisers to the above-mentioned Portfolios in reliance on Rule 15a-4 under
the Investment Company Act of 1940. Rule 15a-4 permits Morgan Stanley, T. Rowe
Price and MAC to serve as subadvisers to these Portfolios for a period of 120
days following the termination of the Oechsle, REMC, Goldman and Wellington
subadvisory agreements. Pursuant to Rule 15a-4, the Morgan Stanley, the T. Rowe
Price and the MAC subadvisory agreements must be approved by shareholders of the
Global Equity Portfolio, in the case of Morgan Stanley, the Value Equity
Portfolio and the Pasadena Growth Portfolio, in the case of T. Rowe Price and
the Money Market Portfolio, in the case of the MAC, within 120 days of the
termination of the Oechsle, REMC, Goldman and MAC subadvisory agreements.
Therefore, the Fund will be soliciting shareholder approval of these agreements
at shareholders meeting to be held December 20, 1996.
Advisory Fees
The advisory fee paid by the Blue Chip Growth Portfolio (formerly, the
Pasadena Growth Portfolio) to the Adviser has been reduced by .05% from .975% to
.925%. Therefore, the annual expenses of the Blue Chip Growth Portfolio
(expressed as a percentage of the Portfolio's average net assets) are as
follows:
<TABLE>
<CAPTION>
Management Fees Other Expenses Total Trust Annual Expenses
--------------- -------------- ---------------------------
<S> <C> <C> <C>
Blue Chip Growth Portfolio .925% .05%* .975%*
</TABLE>
*Prior to October 1, 1996, REMC reimbursed the Blue Chip Growth Portfolio for
certain expenses to a maximum on an annual basis of .15% of the Portfolio's
average net assets. Effective October 1, 1996, the Adviser voluntarily agreed to
pay "Other Expenses" of the Blue Chip Growth Portfolio that exceed .05% of the
Portfolio average net assets on an annualized basis. This expense reimbursement
may be terminated at any time after the later to occur of January 1, 1996 or
shareholder approval of the subadvisory agreement between the Adviser and T.
Rowe Price regarding the Blue Chip Growth Portfolio.
<PAGE> 2
Subadvisory Fees
The subadvisory fees paid by NASL Financial Services, Inc. (the "Adviser")
to Morgan Stanley, T. Rowe Price and MAC under their respective subadvisory
agreement are as follows:
<TABLE>
<CAPTION>
Between Between
$50,000,000 $200,000,000
First and and Excess over
Fund $50,000,000 $200,000,000 $500,000,000 $500,000,000
- ---- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Global Equity .500% .450% .375% .325%
Portfolio
Blue Chip Growth .500% .450% .400% .325%
Portfolio
(formerly, the
Pasadena Growth
Portfolio)
Value Equity .400% .300% .200% .200%
Portfolio
Money Market .075% .075% .075% .020%
Portfolio
</TABLE>
With the exception of the Blue Chip Growth Portfolio, the subadvisory fees for
each portfolio have remained the same. In the case of the Blue Chip Growth
Portfolio, the subadvisory fee has decreased by .05% at each break point.
SUBADVISORY FEES ARE PAID BY THE ADVISER OUT OF THE ADVISORY FEE AND NOT BY THE
NASL SERIES TRUST ("TRUST") OR ANY OF ITS PORTFOLIOS.
Information Regarding the Subadvisers
Morgan Stanley
Morgan Stanley, with principal offices at 1221 Avenue of the Americas, New
York, New York 10020, conducts a worldwide portfolio management business and
provides a broad range of portfolio management services to customers in the
United States and abroad. At June 30, 1996, Morgan Stanley, together with its
affiliated asset management companies, had approximately $103.5 billion of
assets under management and fiduciary advice. Frances Campion is primarily
responsible for the day-to-day management of the Global Equity Portfolio. Ms.
Campion joined Morgan Stanley in January 1990 as a Global Equity Fund Manager
and is now a Principal of Morgan Stanley. Ms. Campion also manages the Morgan
Stanley Institutional Fund Global Equity Portfolio. Prior to joining Morgan
Stanley, Ms. Campion was a U.S. equity analyst with Lombard Odier Limited where
she had responsibility for the management of global portfolios. Ms. Campion has
ten years of global investment experience. She is a graduate of University
College, Dublin.
All references in the prospectus to Oechsle as subadviser to the Global
Equity Portfolio are hereafter to Morgan Stanley as subadviser to the Global
Equity Portfolio.
T. Rowe Price
T. Rowe Price, founded in 1937 by the late Thomas Rowe Price, Jr., is
located at 100 East Pratt Street, Baltimore, MD 21202. T. Rowe Price and its
affiliates managed over $85 billion of assets for over four million individual
and institutional investor accounts as of June 30, 1996.
The Value Equity Portfolio has an Investment Advisory committee composed
of the following members: Brian C. Rogers, Chairman, Stephen W. Boesel, Richard
P. Howard and William J. Stromberg. The committee chairman has day-to-day
responsibility for managing the portfolio and works with the committee in
developing and executing the Value Equity Portfolio's investment program. Mr.
Roger joined T. Rowe Price in 1982 and has been managing investment since 1983.
The name of the Pasadena Growth Portfolio has been change to "Blue Chip
Growth." The Portfolio has an Investment Advisory committee composed of the
following members: Larry J. Puglia, Chairman, Brian W. H. Berghuis, Thomas H.
Broadus Jr., John D. Gillespie, Thomas J. Huber and William J. Stromberg. The
committee chairman has day-to-day responsibility for managing the portfolio and
works with the committee in developing and executing the portfolio's investment
program. Mr. Puglia joined T. Rowe Price in 1990 and has been managing
investments since 1993.
All references to Goldman as subadviser to the Value Equity Portfolio are
to T. Rowe Price as subadviser to the Value Equity Portfolio. All references in
the prospectus to REMC as subadviser to the Pasadena Growth Portfolio are to T.
Rowe Price as subadviser to the Blue Chip Growth Portfolio.
<PAGE> 3
MAC
MAC, a Colorado corporation, was organized in 1970 and became operational
in 1984. MAC is an indirect wholly-owned subsidiary of The Manufacturers Life
Insurance Company, the ultimate parent of the Adviser. Both companies are
located at 200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5. All
references to Wellington as subadviser to Money Market Portfolio are to MAC as
subadviser to the Money Market Portfolio.
Changes to Portfolio Investment Policies/Portfolio Name Changes
Global Equity Portfolio
Due to the change in subadviser for the Global Equity Portfolio, the
investment policies of the Portfolio, with the exception of the section entitled
"Use of Hedging and Other Strategic Transactions," are amended and restated as
follows:
The Global Equity Portfolio seeks long-term capital appreciation by
investing primarily in equity securities of issuers throughout the world,
including U.S. issuers. With respect to the Portfolio, equity securities include
common and preferred stock, convertible securities, and rights and warrants to
purchase common stocks. Morgan Stanley expects that, under normal circumstances,
at least 20% of the Portfolio's total assets will be invested in the common
stocks of U.S. issuers. The remainder of the Portfolio will be invested in
issuers located throughout the world. At least 65% of the total assets of the
Portfolio will be invested in equity securities under normal circumstances.
Although the Portfolio intends to invest primarily in securities listed on stock
exchanges, it will also invest in securities traded in over-the-counter markets.
The Portfolio may invest in American, Global or other types of Depository
Receipts.
Although the Portfolio will not invest for short-term trading purposes,
investment securities may be sold from time to time without regard to the length
of time they have been held.
Morgan Stanley's approach in selecting investments for the Portfolio is
oriented to individual stock selection, and is value driven. In selecting stocks
for the Portfolio, Morgan Stanley initially identifies those stocks which it
believes to be undervalued in relation to the issuer's assets, cash flow,
earnings and revenues, and then evaluates the future value of such stocks by
running the results of an in-depth study of the issuer through a dividend
discount model. Morgan Stanley utilizes the research of a number of sources,
including its affiliate in Geneva, Switzerland, Morgan Stanley Capital
International, in identifying attractive securities, and applies a number of
proprietary screening criteria to identify those securities it believes to be
undervalued. Portfolio holdings are regularly reviewed and subjected to
fundamental analysis to determine whether they continue to conform to the Morgan
Stanley's value criteria. Securities which no longer conform to such value
criteria are sold.
Blue Chip Growth Portfolio (formerly, the Pasadena Growth Portfolio)
The name of the Pasadena Growth Portfolio has been changed to "Blue Chip
Growth." In addition, the investment policies of the Portfolio have been
modified to reflect that the Portfolio will invest at least 65% of total assets
in the common stocks of large and medium-sized blue chip companies. Blue chip
companies are companies that are well established in their industries and have
the potential for above-average growth in earnings. Blue chip companies usually
have seasoned management teams, strong financial fundamentals and leading market
positions that are expected to be maintained or enhanced over time.
The Portfolio may invest in debt securities of any type without regard to
quality or rating, including non-investment grade securities (commonly referred
to as "junk bonds"). Such securities would be purchased in companies which meet
the investment criteria for the Portfolio. The Portfolio will not purchase a
non-investment grade debt security if immediately after such purchase the
Portfolio would have more than 5% of its total assets invested in such
securities. See "RISK FACTORS - High Yield (High Risk) Securities" for further
information.
The Portfolio is authorized to use all of the investment strategies
referred to under "Hedging and Other Strategic Transactions" in the Prospectus
including purchasing securities on a when-issued or delayed delivery basis.
SEC Web Site
The Securities and Exchange Commission ("Commission") maintains a Web site
(http://www.sec.gov) that contains the Statement of Additional Information,
material incorporated by reference, and other information regarding registrants
that file electronically with the Commission.
SUPPLEMENT DATED OCTOBER 1, 1996
NASL. SUPP1096 V7.SUPP1096 VIS25.SUPP1096 VL.SUPP1096
V20/21.SUPP 1096 V22/23.SUPP 1096 MANU3.SUPP1096 MANU4.SUPP1096
V9.SUPP1096 VV.SUPP1096
