-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V+jiooF4RjXH28OCCGpCyqrfafhkXX04C6iW/ZGuRtSSW2/N8oAKfjkpIk/lLo21 gqokEgRwph9HrOwLPW9jyA== 0000950150-96-000275.txt : 19960429 0000950150-96-000275.hdr.sgml : 19960429 ACCESSION NUMBER: 0000950150-96-000275 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 19960426 EFFECTIVENESS DATE: 19960426 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT FOUR OF THE MANUFACTURERS LIFE INS CO OF AM CENTRAL INDEX KEY: 0000813572 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232030787 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-13774 FILM NUMBER: 96551076 BUSINESS ADDRESS: STREET 1: 200 BLOOR STREET EAST NT 10 STREET 2: TORONTO M4W 1EF CITY: ONTARIO CANADA STATE: A6 BUSINESS PHONE: 4169266302 MAIL ADDRESS: STREET 1: P O BOX 600 CITY: BUFFALO STATE: NY ZIP: 14201-0600 485BPOS 1 FORM S-6, POST-EFFECTIVE AMENDMENT NO. 20 1 Registration No. 33-13774 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-6 POST-EFFECTIVE AMENDMENT NO. 20 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEPARATE ACCOUNT FOUR OF THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA (Exact name of trust) THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA (Name of depositor) 500 N. Woodward Avenue Bloomfield Hills, Michigan 48304 (Address of depositor's principal executive offices) STEPHEN C. NESBITT Secretary and General Counsel Notice to: The Manufacturers Life W. Randolph Thompson, Esq., Of Counsel Insurance Company of America Jones & Blouch L.L.P., Suite 405W 500 N. Woodward Avenue 1025 Thomas Jefferson St., N.W. Bloomfield Hills, Michigan 48304 Washington, D.C. 20007 (Name and Address of Agent for Service) It is proposed that this filing will become effective: ___ immediately upon filing pursuant to paragraph (b) of Rule 485 _x_ on May 1, 1996 pursuant to paragraph (b) of Rule 485 ___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485 ___ on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485 ___ 75 days after filing pursuant to paragraph (a)(2) of Rule 485 Registrant has registered, pursuant to Rule 24f-2 under the Investment Company Act of 1940, an indefinite number of individual variable annuity contracts for sale under the Securities Act of 1933 and filed a Rule 24f-2 notice on February 26, 1996 for its fiscal year ended December 31, 1995. 2 SEPARATE ACCOUNT FOUR OF THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA Registration Statement on Form S-6 Cross-Reference Sheet Form N-8B-2 Item No. Caption in Prospectus 1 ----- Cover Page; General Information About Manufacturers Life of America, Separate Account Four, Manulife Series Fund and NASL Series Trust (What Is Manufacturers Life of America's Separate Account Four?) 2 ----- Cover Page; General Information About Manufacturers Life of America, Separate Account Four, Manulife Series Fund and NASL Series Trust (Who Are Manufacturers Life Of America And Manufacturers Life?) 3 ----- * 4 ----- Other Matters (Who Sells The Policies And What Are The Sales Commissions?) 5 ----- General Information About Manufacturers Life Of America, Separate Account Four, Manulife Series Fund and NASL Series Trust (What Is Manufacturers Life of America's Separate Account Four?) 6 ----- General Information About Manufacturers Life of America, Separate Account Four, Manulife Series Fund and NASL Series Trust (What Is Manufacturers Life of America's Separate Account Four?) 7 ----- * 8 ----- * 9 ----- Other Matters (Is There Any Litigation Pending?) 10 ----- Detailed Information About The Policies 11 ----- General Information About Manufacturers Life Of America, Separate Account Four, Manulife Series Fund and NASL Series Trust (What Is Manulife Series Fund, Inc.?) 12 ----- General Information About Manufacturers Life Of America, Separate Account Four, Manulife Series Fund and NASL Series Trust (What Are Manulife Series Fund and NASL Series Trust?) 13 ----- Detailed Information About The Policies (Charges) 14 ----- Detailed Information About the Policies (Premium Provisions -- What Are the Requirements and Procedures for Issuance of a Policy?); Other Matters (What Responsibilities Has Manufacturers Life Assumed?) 15 ----- Detailed Information About The Policies (Premium Provisions -- What Are the Requirements and Procedures for Issuance of a Policy?) 16 ----- ** 17 ----- Detailed Information About The Policies (Policy Values -- How May a Policyowner Obtain the Net Cash Surrender Value?; Other Provisions -- When Are Proceeds Paid?) 18 ----- General Information About Manufacturers Life Of America, Separate Account Four, Manulife Series Fund, and NASL Series Trust * Omitted since answer is negative or item is not applicable. ** Omitted. 3 Form N-8B-2 Item No. Caption in Prospectus 19 ----- Detailed Information About The Policies (Other Provisions -- What Reports Will Be Sent To Policyowners?); Other Matters (What Responsibilities Has Manufacturers Life Assumed?) 20 ----- * 21 ----- Detailed Information About The Policies 22 ----- * 23 ----- ** 24 ----- Detailed Information About the Policies (Other Provisions -- What Are The Other General Policy Provisions?) 25 ----- General Information About Manufacturers Life Of America, Separate Account Four, Manulife Series Fund and NASL Series Trust (Who Are Manufacturers Life Of America And Manufacturers Life?) 26 ----- * 27 ----- ** 28 ----- Other Matters (Who Are The Directors And Officers Of Manufacturers Life Of America?) 29 ----- General Information About Manufacturers Life Of America, Separate Account Four, Manulife Series Fund and NASL Series Trust (Who Are Manufacturers Life Of America And Manufacturers Life?) 30 ----- * 31 ----- * 32 ----- * 33 ----- * 34 ----- * 35 ----- ** 36 ----- * 37 ----- * 38 ----- Other Matters (Who Sells The Policies And What Are The Sales Commissions?; What Responsibilities Has Manufacturers Life Assumed?) 39 ----- Other Matters (Who Sells The Policies And What Are The Sales Commissions?) 40 ----- * 41 ----- ** 42 ----- * 43 ----- * 44 ----- Detailed Information About The Policies (Policy Values -- What Is the Policy Value and How Is It Determined?) 45 ----- * 46 ----- Detailed Information About The Policies (Policy Values -- How May a Policyowner Obtain the Net Cash Surrender Value?; Other Provisions -- When Are Proceeds Paid?) 47 ----- General Information About Manufacturers Life Of America, Separate Account Four, Manulife Series Fund and NASL Series Trust (What Are Manulife Series Fund and NASL Series Trust?) 48 ----- * 49 ----- * * Omitted since answer is negative or item is not applicable. ** Omitted. 4 Form N-8B-2 Item No. Caption in Prospectus 50 ----- General Information About Manufacturers Life Of America, Separate Account Four, Manulife Series Fund and NASL Series Trust (What Is Manufacturers Life Of America's Separate Account Four?) 51 ----- Detailed Information About The Policies 52 ----- Detailed Information About The Policies (Other Provisions -- Under What Circumstances May Fund Shares Be Substituted?) 53 ----- ** 54 ----- * 55 ----- * 56 ----- * 57 ----- * 58 ----- * 59 ----- Financial Statements * Omitted since answer is negative or item is not applicable. ** Omitted. 5 PART I PROSPECTUS 6 Prospectus for Flexible Premium Variable Life Insurance Issued by The Manufacturers Life Insurance Company of America 7 Prospectus The Manufacturers Life Insurance Company of America Separate Account Four Flexible Premium Variable Life Insurance Policy This prospectus describes the flexible premium variable life insurance policy (the "Policy") issued by The Manufacturers Life Insurance Company of America ("Manufacturers Life of America" or the "Company"), a stock life insurance company that is an indirect wholly-owned subsidiary of The Manufacturers Life Insurance Company ("Manufacturers Life"). The Policies are designed to provide lifetime insurance protection together with flexibility as to the timing and amount of premium payments, the investments underlying the Policy Value and the amount of insurance coverage. This flexibility allows the policyowner to pay premiums and adjust insurance coverage in light of his or her current financial circumstances and insurance needs. The Policies provide for: (1) a Net Cash Surrender Value that can be obtained by surrendering the Policy; (2) policy loans; and (3) an insurance benefit payable at the life insured's death. As long as a Policy remains in force, the death benefit will not be less than the current face amount of the Policy. 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 Four (the "Separate Account") to which the policyowner allocates net premiums. The assets of each sub-account will be used to purchase shares of a particular investment portfolio ( a "Portfolio") of Manulife Series Fund, Inc. ("Manulife Series Fund") or NASL Series Trust. The accompanying prospectuses for Manulife Series Fund and NASL Series Trust, and the corresponding statements of additional information, describe the investment objectives of the Portfolios in which net premiums may be invested. The Portfolios available for allocation of net premiums are the following Portfolios of Manulife Series Fund: the Emerging Growth Equity Fund, the Balanced Assets Fund, the Capital Growth Bond Fund, the Money-Market Fund, the Common Stock Fund, the Real Estate Securities Fund, the International Fund, the Pacific Rim Emerging Markets Fund, and the Equity Index Fund (collectively the "Manulife Funds") and the following Portfolios of NASL Series Trust: the Value Equity Trust, the U.S. Government Securities Trust, the Growth and Income Trust, the Equity Trust, the Conservative Asset Allocation Trust, the Moderate Asset Allocation Trust and the Aggressive Asset Allocation Trust (collectively the "NASL Trusts"). 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. Because of the substantial nature of the surrender charges, the Policy is not suitable for short-term investment purposes. A policyowner contemplating surrender of a Policy should pay special attention to the refund rights described in this prospectus, which are available only during the first two years following issuance of the Policy or following an increase in face amount. Also, (i) 8 policyowners should note that their Policy could be a modified endowment contract under federal tax law and any policy loan or surrender may result in adverse tax consequences and a penalty. PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. IT IS VALID ONLY WHEN ACCOMPANIED BY A CURRENT PROSPECTUS FOR MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Manufacturers Life Insurance Company of America 500 North Woodward Avenue, Bloomfield Hills, Michigan 48304 Service Office: 200 Bloor Street East Toronto, Ontario, Canada M4W 1E5 TELEPHONE: 1 (800) 827-4546 1 (800) VARILIN(E) The date of this Prospectus is May 1, 1996. (ii) 9 Prospectus Contents Page Definitions Introduction To Policies General Information About Manufacturers Life of America, Separate Account Four, Manulife Series Fund and NASL Series Trust Who Are Manufacturers Life of America And Manufacturers Life? What Is Manufacturers Life of America's Separate Account Four? What Are Manulife Series Fund And NASL Series Trust? What Are The Investment Objectives Of The Portfolios? Detailed Information About The Policies PREMIUM PROVISIONS What Are The Requirements And Procedures For Issuance Of A Policy? What Limitations Apply To Premium Amounts? Is There A Death Benefit Guarantee? When Does A Policy Go Into Default? How Can A Terminated Policy Be Reinstated? How May Net Premiums Be Invested? Is There A Short-Term Cancellation Right, Or "Free Look"? What Are The Conversion Privileges Of The Policy? INSURANCE BENEFIT What Is The Insurance Benefit? What Death Benefit Options Are Available? Can The Death Benefit Option Be Changed? Can The Face Amount Of A Policy Be Changed? POLICY VALUES What Is The Policy Value And How Is It Determined? Transfers Of Policy Value What Are The Provisions Governing Policy Loans? How May A Policyowner Obtain The Net Cash Surrender Value? CHARGES What Deductions Are Made From Premiums? What Are The Surrender Charges? What Are The Monthly Deductions? Are There Special Provisions For Group Or Sponsored Arrangements? Are There Special Provisions For Exchanges? What Are The Risk Charges Assessed Against Separate Account Assets? Are There Other Relevant Charges? THE GENERAL ACCOUNT What Is The General Account? OTHER PROVISIONS What Supplementary Benefits Are Available? Under What Circumstances May Fund Shares Be Substituted? What Are The Other General Policy Provisions? When Are Proceeds Paid? What Reports Will Be Sent To Policyowners? Other Matters What Is The Federal Tax Treatment Of The Policies? Tax Status Of The Policy (iii) 10 Page What Is The Tax Treatment Of Policy Benefits? What Are The Company's Tax Considerations? Who Sells The Policies And What Are The Sales Commissions? What Responsibilities Has Manufacturers Life Assumed? What Are The Voting Rights? Who Are The Directors And Officers Of Manufacturers Life of America? What State Regulations Apply? Is There Any Litigation Pending? Where Can Further Information Be Found? Legal Considerations Legal Matters Experts Financial Statements Appendix What Are Some Illustrations Of Policy Values, Cash Surrender Values And Death Benefits? THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, THE PROSPECTUS OF MANULIFE SERIES FUND OR NASL SERIES TRUST, OR THE STATEMENT OF ADDITIONAL INFORMATION OF MANULIFE SERIES FUND OR NASL SERIES TRUST. You are urged to examine this prospectus carefully. The INTRODUCTION TO POLICIES will briefly describe the Flexible Premium Variable Life Insurance Policy. More detailed information will be found further in the prospectus. (iv) 11 Definitions Business Day-any day that the net asset value of the underlying shares of a sub-account of the Separate Account is determined. Cash Surrender Value-the Policy Value less the deferred sales charge, the deferred underwriting charge and any outstanding monthly deductions due. Guaranteed Interest Account-that part of the Policy Value which reflects the value the policyowner has in the general account of Manufacturers Life of America. Investment Account-that part of the Policy Value which reflects the value the policyowner has in one of the sub-accounts of the Separate Account. Loan Account-that part of the Policy Value which reflects policy loans and interest credited to the Policy Value in connection with such loans. Modified Policy Debt-as of any date the Policy Debt plus the amount of interest to be charged to the next policy anniversary, all discounted from the next policy anniversary to such date at an annual rate of 4%. Net Cash Surrender Value-the Cash Surrender Value less the value in the Loan Account. Net Policy Value-the Policy Value less the value in the Loan Account. Policy Debt-as of any date the aggregate amount of policy loans, including borrowed interest, less any loan repayments. Policy Value-the sum of the values in the Loan Account, the Guaranteed Interest Account and the Investment Accounts. Service Office-the office we designate to service the Policies, which is shown on the cover page of this prospectus. Target Premium-a premium amount used to measure the maximum deferred sales charge under a Policy. The Target Premium for the initial face amount is set forth in the Policy. The policyowner will be advised of the Target Premium for any increase in face amount. Withdrawal Tier Amount-as of any date the product of the Net Cash Surrender Value at the previous policy anniversary multiplied by 10%. 1 12 Introduction To Policies The following summary is intended to provide a general description of the most important features of the Policy. It is not comprehensive and is qualified in its entirety by the more detailed information contained in this prospectus. Unless otherwise indicated or required by the context, the discussion throughout this prospectus assumes that the Policy has not gone into default, there is no outstanding Policy Debt and the death benefit is not determined by the corridor percentage test. General. The Policy provides a death benefit in the event of the death of the life insured. There are two death benefit options. The policyowner may change death benefit options and may increase or decrease the face amount of the Policy. Premium payments may be made at any time and in any amount, subject to certain limitations. After certain deductions, premiums will be allocated, according to the policyowner's instructions, to one or more of the general account and the sub-accounts of Manufacturers Life of America's Separate Account Four. Assets of the sub-accounts of Separate Account Four are invested in shares of a particular Portfolio of Manulife Series Fund or NASL Series Trust. Allocation instructions may be changed at any time and transfers among the accounts may be made. The Manulife Funds currently offered are the: Emerging Growth Equity Fund, Common Stock Fund, Real Estate Securities Fund, Balanced Assets Fund, Capital Growth Bond Fund, Money-Market Fund, International Fund, Pacific Rim Emerging Markets Fund, and the Equity Index Fund. The NASL Trusts currently offered are the: Value Equity Trust, U.S. Government Securities Trust, Growth and Income Trust, Equity Trust, Conservative Asset Allocation Trust, Moderate Asset Allocation Trust and Aggressive Asset Allocation Trust. 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 the policyowner has allocated premiums. The policyowner may obtain a portion of the Policy Value by taking a policy loan or a partial withdrawal, or by full surrender of the Policy. Death Benefit. Death Benefit Options. The policyowner elects to have the Policy's death benefit determined under one of two options: - - a death benefit equal to the face amount of the Policy, and - - a death benefit equal to the face amount of the Policy plus the Policy Value. Under either option, the death benefit may be increased to a multiple of the Policy Value to satisfy the corridor percentage test under the definition of life insurance in the Internal Revenue Code. (See Detailed Information About The 2 13 Policies: Insurance Benefit "What Is The Insurance Benefit?" and "What Death Benefit Options Are Available?") The Policyowner May Change The Death Benefit Option. A change in the death benefit option may be requested after the Policy has been in force for two years. A change in death benefit option will be effective on a policy anniversary. (See Detailed Information About The Policies; Insurance Benefit "Can The Death Benefit Option Be Changed?") The Policyowner May Increase The Face Amount. After the Policy has been in force for one year, an increase in the face amount of the Policy may be requested once per policy year. An increase in the face amount is subject to satisfactory evidence of insurability and will usually result in the Policy's being subject to new surrender charges. (See Detailed Information About The Policies; Insurance Benefit "Can The Face Amount Of A Policy Be Changed?") The Policyowner May Decrease The Face Amount. A decrease in the face amount may be requested after the Policy has been in force for one year, except during the one-year period following any increase in face amount. In addition, during the two-year period following an increase in face amount, the policyowner may elect at any time to cancel the increase and have the deferred sales charge for the increase reduced by the refund of any excess sales load attributable to the increase. A decrease in face amount will be effective only on a policy anniversary and may result in certain surrender charges being deducted from the Policy Value. (See Detailed Information About The Policies; Insurance Benefit "Can The Face Amount Of A Policy Be Changed?") Premium Payments Are Flexible. The policyowner may pay premiums at any time and in any amount, subject to certain limitations. (See Detailed Information About The Policies; Premium Provisions "What Are The Requirements And Procedures For Issuance Of A Policy?" and "What Limitations Apply To Premium Amounts?") In the first two policy years the policyowner must pay a minimum premium to keep the Policy in force. (See Detailed Information About The Policies; Premium Provisions "What Limitations Apply To Premium Amounts?" and "Is There A Death Benefit Guarantee?") After the second policy year there is no minimum premium required; however, by complying with the minimum premium schedule for the Policy, the policyowner can ensure the Policy will not go into default prior to the life insured's reaching age 70. (See Detailed Information About The Policies; Premium Provisions "Is There A Death Benefit Guarantee?") Certain maximum premium limitations apply to the Policy, ensuring the Policy qualifies as life insurance under rules defined in the Internal Revenue Code. (See Detailed Information About The Policies; Premium Provisions "What Limitations Apply To Premium Amounts?") 3 14 Summary of Charges And Deductions. Charges under the Policy are assessed as: (1) deductions from premiums - 3% sales charge - 2% state premium tax (2) surrender charges upon surrender, partial withdrawal, decrease in face amount or lapse - deferred underwriting charge of $2-$6 for each $1,000 of face amount - deferred sales charge of up to 47% of two Target Premiums (3) monthly deductions - administration charge of $6 - cost of insurance charge (including $1 per $1,000 of face amount for policies less than $25,000) - supplementary benefits charge (4) Certain transfers - a Dollar Cost Averaging transfer charge of $5 when Policy Value does not exceed $15,000 - an Asset Allocation Balancer transfer charge of $15 (5) Separate Account charges - mortality and expense risk charge of .65% per annum assessed daily against the value of the Separate Account assets (6) Other Charges For the Manulife Funds: - investment management fee of .50% per annum assessed against the assets of the Emerging Growth Equity Fund, Common Stock Fund, Real Estate Securities Fund, Balanced Assets Fund, Capital Growth Bond Fund and Money-Market Fund - investment management fee of (i) .85% per annum assessed against the first $100 million of assets and (ii) .70% per annum assessed against the assets over $100 million of each of the International Fund and the Pacific Rim Emerging Markets Fund - investment management fee of .25% per annum assessed against the assets of the Equity Index Fund - expenses of up to .50% and .65% per annum assessed against the assets of the International Fund and the Pacific Rim Emerging Markets Fund, respectively - expenses of up to .15% per annum assessed against the assets of the Equity Index Fund For the NASL Trusts: - investment management fee of .80% assessed against the assets of the 4 15 Value Equity Trust - investment management fee of .65% assessed against the assets of the U.S. Government Securities Trust - investment management fee of .75% assessed against the assets of the Growth and Income Trust - investment management fee of .75% assessed against the assets of the Equity Trust - investment management fee of .75% assessed against the assets of the Conservative Asset Allocation Trust - investment management fee of .75% assessed against the assets of the Moderate Asset Allocation Trust - investment management fee of .75% assessed against the assets of the Aggressive Asset Allocation Trust - expenses of up to .50% assessed against the assets of the NASL Trusts. For a complete discussion of charges and deductions see the heading Charges And Deductions in this Introduction and the references therein. Investment Options. After deductions for sales charges of 3% and state premium taxes of 2%, net premiums will be allocated, according to the policyowner's instructions, to any combination of the general account or one or more of the sub-accounts of Manufacturers Life of America's Separate Account Four. Each of the sub-accounts of Separate Account Four invests its assets in the shares of one of the following: For the Manulife Funds: - - Emerging Growth Equity Fund - - Balanced Assets Fund - - Capital Growth Bond Fund - - Money-Market Fund - - Common Stock Fund - - Real Estate Securities Fund - - International Fund - - Pacific Rim Emerging Markets Fund - - Equity Index Fund For the NASL Trusts: - - Value Equity Trust - - U.S. Government Securities Trust - - Growth and Income Trust - - Equity Trust - - Conservative Asset Allocation Trust - - Moderate Asset Allocation Trust - - Aggressive Asset Allocation Trust The policyowner may change the allocation of net premiums among the general account and the sub-accounts at any time. (See General Information About 5 16 Manufacturers Life of America, Separate Account Four, Manulife Series Fund And NASL Series Trust and Detailed Information About The Policies; Premium Provisions "How May Net Premiums Be Invested?" and Policy Values "What Is The Policy Value And How Is It Determined?") The Policy Value. The Policy has a Policy Value which reflects the following: premium payments made; deduction of charges described under "Charges And Deductions" below; investment performance of the sub-accounts to which amounts have been allocated; and interest credited by the Company to amounts allocated to the general account. The Policy Value is the sum of the values in the Investment Accounts, the Guaranteed Interest Account and the Loan Account. Investment Account. An Investment Account is established under the Policy for each sub-account of the Separate Account to which net premiums or transfer amounts have been allocated. An Investment Account measures the interest of the Policy in the corresponding sub-account. The value of each Investment Account under the Policy varies each Business Day and reflects the investment performance of the Portfolio shares held in the corresponding sub-account. (See Detailed Information About The Policies; Policy Values "What Is The Policy Value And How Is It Determined?") Guaranteed Interest Account. The Guaranteed Interest Account consists of that portion of the Policy Value based on net premiums allocated to and amounts transferred to the general account of the Company. Manufacturers Life of America credits interest on amounts in the Guaranteed Interest Account at an effective annual rate guaranteed to be at least 4%. (See Detailed Information About The Policies; The General Account "What Is The General Account?") Loan Account. When a policy loan is made, Manufacturers Life of America will establish a Loan Account under the Policy and will transfer an amount from the Investment Accounts and the Guaranteed Interest Account to the Loan Account. The Company will credit interest to amounts in the Loan Account at an effective annual rate of at least 4%. The actual rate credited will be the rate charged on policy loans less an interest rate differential, which is currently 1.25%. Under certain conditions the Company will credit interest to a portion of the amounts in the Loan Account at an effective annual rate equal to the rate charged on policy loans less 0.50%. (See Detailed Information About The Policies; Policy Values "What Are The Provisions Governing Policy Loans?") Transfers Are Permitted. A policyowner may change the extent to which the Policy Value is based upon any specific sub-account of Separate Account Four or the Company's general account by requesting a transfer of a portion or all amounts 6 17 in one account to another account. One transfer per policy month may be made. All transfer requests received at the same time are treated as a single transfer request. The minimum dollar amount of all transfers pursuant to a single transfer request except for Asset Allocation Balancer transfers is $500. In addition transfers may be effected through the Dollar Cost Averaging or Asset Allocation Balancer transfer programs. Certain restrictions may apply to transfer requests. (See Detailed Information About The Policies; Policy Values "What Is The Policy Value And How Is It Determined?" (Transfer of Policy Value)) Using The Policy Value. Borrowing Against The Policy Value. After the first policy anniversary, the policyowner may borrow against the Policy Value. The minimum loan amount is $500. Loan interest will be charged either on a fixed basis or on a variable basis. Interest on a fixed basis will be at an effective annual rate of 8%. Interest on a variable basis will be at an effective annual rate equal to the greater of 6% or the Moody's Corporate Bond Yield Average Monthly Average Corporates. (See Detailed Information About The Policies; Policy Values "What Are The Provisions Governing Policy Loans?") A Policyowner May Make A Partial Withdrawal Of The Policy Value. After a Policy has been in force for two years the policyowner may make a partial withdrawal of the Policy Value. The minimum withdrawal amount is $500. The policyowner may specify that the withdrawal is to be made from a specific Investment Account or the Guaranteed Interest Account. A partial withdrawal may result in a reduction in the face amount of the Policy. A partial withdrawal may also result in the assessment of a portion of the surrender charges to which the Policy is subject. (See Detailed Information About The Policies; Policy Values "How May A Policyowner Obtain The Net Cash Surrender Value?" and Charges "What Are The Surrender Charges?") The Policy May Be Surrendered For Its Net Cash Surrender Value. 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 surrender charges and outstanding monthly deductions due minus the value of the Loan Account. Surrender of a Policy within 15 years after policy issue or following an increase in the face amount will usually result in assessment of surrender charges. (See Detailed Information About The Policies; Policy Values "How May A Policyowner Obtain The Net Cash Surrender Value?" and Charges "What Are The Surrender Charges?") 7 18 Charges And Deductions. Charges Made From Premium Payments. Two deductions are made when premiums are paid: - - a sales charge of 3% of premium, and - - a charge of 2% for state premium taxes. The 3% sales charge and the deferred sales charge described below compensate the Company for some of the expenses of selling and distributing the Policies. (See Detailed Information About The Policies; Charges "What Deductions Are Made From Premiums?") A portion of the sales charge and the deferred sales charge may be subject to refund under certain circumstances. (See Detailed Information About The Policies; Charges "What Are The Surrender Charges?"; Refund Of Excess Sales Charges) Charges On Surrender. Manufacturers Life of America will usually deduct a deferred underwriting charge and a deferred sales charge if, during the 15 years following Policy issue or an increase in the face amount: - - the Policy is surrendered for its Net Cash Surrender Value, - - a partial withdrawal is made in excess of the Withdrawal Tier Amount, - - a decrease in face amount is requested, or - - the Policy lapses. The deferred underwriting charge ranges from $2.00 to $6.00 for each $1,000 of face amount depending on the age of the life insured. The charge is guaranteed not to exceed $1,000 for each level of coverage. The maximum deferred sales charge is 47% of premiums paid up to two Target Premiums. The full amount of charges will be in effect for up to five years following issue of the Policy. Beginning no later than the sixth year these charges grade downward each month over a 10-year period. In the event of a face amount increase, the charges applicable to the increase, which will be at the same rates that would apply if a Policy were issued to the life insured at his or her then attained age, will be in effect for up to five years following such increase and thereafter grade downward over a 10-year period. (See Detailed Information About The Policies; Charges "What Are The Surrender Charges?") Sales Charge Refund. If the Policy is surrendered at any time during the first two years following issuance or following an increase in face amount or if the increase is cancelled during the two-year period following the increase or face amount decreased during the second year after issuance or after increase in face amount, Manufacturers Life of America will refund the difference, if any, between total sales charges deducted and the maximum sales charge allowable with respect to the Policy or the increase, as applicable. (See Detailed Information About The 8 19 Policies; Charges "What Are The Surrender Charges?") If the Policy is surrendered after such two- year period, no refund will be available and the full amount of the surrender charge will apply. Monthly Charges. At the beginning of each month Manufacturers Life of America deducts from the Policy Value: - - an administration charge of $6, - - a charge for the cost of insurance (plus, if applicable, $1 per $1,000 of face amount for policies with a face amount of less than $25,000), and - - a charge for any supplementary benefits added to the Policy. The cost of insurance charge varies based on the net amount at risk under the Policy and the applicable cost of insurance rate. Cost of insurance rates vary according to age, amount of coverage, duration of coverage, and sex and risk class of the life insured. The maximum cost of insurance rate that can be charged is guaranteed not to exceed the 1980 Commissioners Standard Ordinary Smoker/ Nonsmoker Mortality Tables. Currently, the cost of insurance rates assessed under the Policies are less than the maximum rates that can be charged. The cost of insurance charge will reflect any extra charges for additional ratings as indicated in the Policy. (See Detailed Information About The Policies; Charges "What Are The Monthly Deductions?") Charges For Certain Transfers. Charges will be imposed on certain transfer of Policy Values, including a $15 charge for each Asset Allocation Balancer transfer and a $5 charge for each Dollar Cost Averaging transfer when Policy Value does not exceed $15,000. See Policy Values "Transfers of Policy Value." Charges Assessed Against Assets Of The Separate Account. Manufacturers Life of America makes a daily charge to the Separate Account at an annual rate of .65% of the value of the Separate Account assets for the mortality and expense risks it assumes under the Policies. (See Detailed Information About The Policies; Charges "What Are The Risk Charges Assessed Against Separate Account Assets?") Other Charges. Manufacturers Life of America reserves the right to charge or establish a provision for any federal, state or local taxes that may be attributable to the Separate Account or the operations of the Company with respect to the Policies. No such charge is currently made. Certain expenses are, or will be, assessed against the assets of Portfolios, as follows: For Manulife Series Fund: (1) an investment management fee of (1) .50% per annum assessed against the assets of the Emerging Growth Equity Fund, Common Stock Fund, Real Estate Securities Fund, Balanced Assets Fund, Capital Growth Bond Fund and Money-Market Fund; (2) an investment management fee of .85% per annum assessed against the first $100 million of assets and .70% per annum assessed against the assets over $100 million of each of the International Fund and the Pacific Rim 9 20 Emerging Markets Fund, (3) an investment management fee of .25% per annum assessed against the assets of the Equity Index Fund, and (4) expenses of up to .50% and .65% per annum assessed against the assets of the International Fund and the Pacific Rim Emerging Markets Fund, respectively, and up to .15% per annum against the assets of the Equity Index Fund. (See Detailed Information About The Policies; Charges "Are There Other Relevant Charges?") For NASL Series Trust: (1) investment management fee of .80% assessed against the assets of the Value Equity Trust (2) investment management fee of .65% assessed against the assets of the U.S. Government Securities Trust (3) investment management fee of .75% assessed against the assets of the Growth and Income Trust (4) investment management fee of .75% assessed against the assets of the Equity Trust (5) investment management fee of .75% assessed against the assets of the Conservative Asset Allocation Trust (6) investment management fee of .75% assessed against the assets of the Moderate Asset Allocation Trust (7) investment management fee of .75% assessed against the assets of the Conservative Asset Allocation Trust (8) expenses of up to .50% assessed against the assets of each of the NASL Trusts. Supplementary Benefits. A policyowner may choose to include certain supplementary benefits to the Policy. These supplementary benefits include an accidental death benefit, life insurance for additional insured persons, an option to purchase additional insurance, a disability benefit to waive the cost of monthly deductions, a change of life insured option and an option to ensure a guaranteed Policy Value. The cost of any supplementary benefits will be deducted from the Policy Value monthly. (See Detailed Information About The Policies; Other Provisions "What Supplementary Benefits Are Available?") Default. The Policy will go into default (a) during the first two policy years, if the policyowner does not pay the required minimum premiums, or (b) after the second policy anniversary, if at the beginning of any policy month the Policy's Net Cash Surrender Value would go below zero after deducting the monthly charges then due. The Company will notify the policyowner in the event the Policy goes into default, and will allow a grace period in which the policyowner may make a premium payment sufficient to bring the Policy out of default. If the required premium is not paid during the grace period the Policy will terminate. (See Detailed Information About The Policies; Premium Provisions "When Does A Policy Go Into Default?") 10 21 Death Benefit Guarantee. As long as the premiums paid by the policyowner at least equal the minimum premiums for the Policy, the Company guarantees that the Policy will not go into default prior to the life insured's age 70, regardless of the investment performance of the Funds underlying the Policy Value. (See Detailed Information About The Policies; Premium Provisions "Is There A Death Benefit Guarantee?") Reinstatement. A terminated policy may be reinstated by the policyowner within the five-year period following the date of termination, providing certain conditions are met. (See Detailed Information About The Policies; Premium Provisions "How Can A Terminated Policy Be Reinstated?") Free Look. A Policy may be returned for a full refund within the later of: - - 10 days after it is received - - 45 days after the application for the Policy is signed - - 10 days after Manufacturers Life of America mails or delivers a notice of this right of withdrawal. If a policyowner requests an increase in face amount which results in new surrender charges, these rights to cancel the increase will also apply. (See Detailed Information About The Policies; Premium Provisions "Is There A Short-Term Cancellation Right, Or `Free Look'?") Conversion. At any time, the policyowner may convert the Policy to a fixed benefit Policy with a Policy Value, other values based on the Policy Value and a death benefit which is determinable and guaranteed. The conversion is effected by transferring the Policy Value in all of the Investment Accounts to the Guaranteed Interest Account. (See Detailed Information About The Policies; Premium Provisions "What Are The Conversion Privileges Of The Policy?") Federal Tax Matters. Manufacturers Life of America believes that a Policy issued on a standard risk class basis should meet the definition of a life insurance contract as set forth in Section 7702 of the Internal Revenue Code of 1986. With respect to a Policy issued on a substandard basis, there is less guidance available to determine if such a Policy would satisfy the Section 7702 definition of a life insurance contract, particularly if the policyowner pays the full amount of premiums permitted under such a Policy. Assuming that a Policy qualifies as a life insurance contract for federal income tax payments, a policyowner should not be deemed to be in constructive receipt of Policy Value under a Policy until there is a distribution from the Policy. Moreover, death benefits payable under a 11 22 Policy should be completely excludable from the gross income of the beneficiary. As a result, the beneficiary generally should not be taxed on these proceeds. See Other Matters "What Is The Federal Tax Treatment Of The Policies?" (Tax Status Of The Policy). Under certain circumstances, a Policy may be treated as a "Modified Endowment Contract." If the Policy is a Modified Endowment Contract, then all pre-death distributions, including Policy loans, will be treated first as a distribution of taxable income and then as a return of investment in the Policy. In addition, prior to age 59 1/2 any such distributions generally will be subject to a 10% penalty tax. See Other Matters "What Is The Tax Treatment Of Policy Benefits?" (Tax Treatment Of Policy Benefits). If the Policy is not a Modified Endowment Contract, distributions generally will be treated first as a return of investment in the Policy and then a disbursement of taxable income. Moreover, loans will not be treated as distributions. A policyowner considering the use of systematic policy loans as one element of a comprehensive retirement income plan should consult his or her personal tax adviser regarding the potential tax consequences if such loans were to so reduce Policy Value that the Policy would lapse, absent additional payments. The premium payment necessary to avert lapse would increase with the age of the insured. Finally, neither distributions nor loans under a Policy that is not a Modified Endowment Contract are subject to the 10% penalty tax. See Other Matters "What Is The Tax Treatment Of Policy Benefits?" (Distributions From Policies Not Classified As Modified Endowment Contracts). The United States Congress has in the past considered, and in the future may consider legislation that, if enacted, could change the tax treatment of life insurance policies. In addition, the Treasury Department may amend existing regulations, or adopt new interpretations of existing laws, state tax laws or, if the policyowner is not a United States resident, foreign tax laws, which may affect the tax consequences to him or her, the lives insured or the beneficiary. These laws may change from time to time without notice and, as a result, the tax consequences may be altered. There is no way of predicting whether, when or in what form any such change would be adopted. Any such change could have a retroactive effect regardless of the date of enactment. The Company suggests that a tax adviser be consulted. Estate and Generation-Skipping Taxes The proceeds of this life insurance policy may be taxable under Estate and Generation-Skipping Tax provisions of the Internal Revenue Code. The policyowner should consult his or her tax adviser regarding these taxes. General Information About Manufacturers Life of America, Separate Account Four, Manulife Series Fund And NASL Series Trust Who Are Manufacturers Life of America And Manufacturers Life? Manufacturers Life of America, a wholly-owned subsidiary of Manulife Reinsurance Corporation (U.S.A.), is a stock life insurance company organized 12 23 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. Manulife Reinsurance Corporation (U.S.A.) is a life insurance company organized in 1983 under the laws of Michigan and is a wholly-owned subsidiary of Manufacturers Life, a mutual life insurance company based in Toronto, Canada. Manufacturers Life and its subsidiaries, together, constitute one of the largest life insurance companies in North America as measured by assets. Manufacturers Life and Manufacturers Life of America have received the following ratings from independent rating agencies: Standard and Poor's Insurance Rating Service - AA+, A.M. Best Company - A++, Duff & Phelps Credit Rating Co. - AAA, and Moody's Investors Service, Inc. - Aa3. What Is Manufacturers Life of America's Separate Account Four? Manufacturers Life of America established its Separate Account Four on March 17, 1987 as a separate account under Pennsylvania law. Since December 9, 1992, it has been operated under Michigan law. The Separate Account holds assets that are segregated from all of Manufacturers Life of America's other assets. The Separate Account is currently used only to support variable life insurance policies. Manufacturers Life of America is the legal owner of the assets in the Separate Account. The income, gains and losses of the Separate Account, whether or not realized, are, in accordance with applicable contracts, credited to or charged against the Account without regard to the other income, gains or losses of Manufacturers Life of America. Manufacturers Life of America will at all times maintain assets in the Separate Account with a total market value at least equal to the reserves and other liabilities relating to variable benefits under all policies participating in the Separate Account. These assets may not be charged with liabilities which arise from any other business Manufacturers Life of America conducts. However, all obligations under the variable life insurance policies are general corporate obligations of Manufacturers Life of America. 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. What Are Manulife Series Fund And NASL Series Trust? Each sub-account of the Separate Account will purchase shares only of a particular Manulife Fund or NASL Trust. Manulife Series Fund and NASL Series Trust are registered under the 1940 Act as open-end management investment companies. The Separate Account will purchase and redeem shares of the Manulife Funds and the NASL Trusts at net asset value. Shares will be redeemed to the extent necessary for Manufacturers Life of America to provide benefits under the Policies, to transfer assets from one sub-account to another or to the general account as requested by policyowners, and for other purposes not inconsistent 13 24 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. Manulife Series Fund and NASL Series Trust shares are issued to fund benefits under both variable annuity contracts and variable life insurance policies issued by the Company and, with respect to Manufacturers Life of America only, shares of the Manulife Series Fund are issued to 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 Manulife Series Fund prospectus and the accompanying NASL Series Trust prospectus. The Series Fund receives investment management services from Manufacturers Adviser Corporation. Manufacturers Adviser Corporation is a registered investment adviser under the Investment Advisers Act of 1940. NASL Series Trust receives investment advisory services from NASL Financial Services, Inc. NASL Financial Services, Inc. is a registered investment adviser under the Investment Advisers Act of 1940. NASL Series Trust also employs subadvisers. Fidelity Management Trust Company provides investment subadvisory services to the Equity, Conservative Asset Allocation, Moderate Asset Allocation and Aggressive Asset Allocation Trusts. Goldman Sachs Asset Management provides investment subadvisory services to the Value Equity Trust. Wellington Management Company provides investment subadvisory services to the Growth and Income Trust and Salomon Brothers Asset Management Inc provides investment subadvisory services to the U.S. Government Securities Trust. What Are The Investment Objectives Of The Portfolios? The investment objectives 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. Manulife Funds Emerging Growth Equity Fund. The investment objective of the Emerging Growth Equity Fund is to achieve growth of capital by investing primarily in equity securities of companies believed to offer growth potential over both the intermediate and the long term. Current income is not a significant consideration. In selecting investments, emphasis will be placed on securities of progressive companies with aggressive and competent managements. A substantial portion of the Fund's assets may be invested in emerging growth companies, which at the time of the Fund's investment may be paying no dividends to their shareholders. Balanced Assets Fund. The investment objective of the Balanced Assets Fund is to achieve intermediate and long-term growth through capital appreciation and income by investing in both debt and equity securities. The Fund will maintain at all times a balance between debt securities or preferred stocks, on the one hand, and common stocks, on the other. At least 25% of the Fund's assets will be invested in each of the two basic categories. 14 25 Capital Growth Bond Fund. The investment objective of the Capital Growth Bond Fund is to achieve growth of capital by investing in medium-grade or better debt securities with income as a secondary consideration. The Capital Growth Bond Fund differs from most "bond" funds in that its primary objective is capital appreciation, not income. The Fund will be carefully positioned in relation to the term of debt obligations and the anticipated movement of interest rates. Money-Market Fund. The investment objective of the Money-Market Fund is to provide maximum current income consistent with capital preservation and liquidity by investing in a portfolio of high-quality money market instruments. Common Stock Fund. The investment objective of the Common Stock Fund is to achieve intermediate and long-term growth through capital appreciation and current income by investing in common stocks and other equity securities of well established companies with promising prospects for providing an above-average rate of return. In selecting investments, emphasis will be placed on companies with good financial resources, strong balance sheet, satisfactory rate of return on capital, good industry position, superior management skills, and earnings that tend to grow consistently. The Fund's investments are not limited to any particular type or size of company, but high-quality growth stocks are emphasized. Real Estate Securities Fund. The investment objective of the Real Estate Securities Fund is to achieve a combination of long-term capital appreciation and satisfactory current income by investing in real estate related equity and debt securities. In pursuit of its objective, the Real Estate Securities Fund will invest principally in real estate investment trust equity and debt securities and other securities issued by companies which invest in real estate or interests therein. The Fund may also purchase the common stocks, preferred stocks, convertible securities and bonds of companies operating in industry groups relating to the real estate industry. This would include companies engaged in the development of real estate, building and construction, and other market segments related to real estate. The Fund will not invest directly in real property nor will it purchase mortgage notes directly. Under normal circumstances, at least 65% of the value of the Fund's total assets will be invested in real estate related equity and debt securities. International Fund. The investment objective of the International Fund is to achieve long-term growth of capital by investing in a diversified portfolio that is comprised primarily of common stocks and equity-related securities of companies domiciled in countries other than the United States and Canada. It invests primarily in the securities markets of Western European countries, Australia, the Far East, Mexico and South America. The Fund will, under normal conditions, invest at least 65% of its net assets in common stocks and equity-related securities of established larger-capitalization companies that have attractive long-term prospects for growth of capital. Pacific Rim Emerging Markets Fund. The investment objective of the Pacific Rim Emerging Markets Fund is to achieve long-term growth of capital by investing in a diversified portfolio that is comprised primarily of common stocks and equity-related securities of companies domiciled in the countries of the Pacific Rim region. The Fund will, under normal conditions, invest at least 65% of its 15 26 net assets in common stocks and equity-related securities of established larger-capitalization companies that have attractive long-term prospects for growth of capital. Equity Index Fund. The investment objective of the Equity Index Fund is to achieve investment results which approximate the total return of publicly-traded common stocks in the aggregate, as represented by the Standard & Poor's 500 Composite Stock Price Index. A full description of the Manulife Series Fund, its investment objectives, policies and restrictions, its expenses, the risks associated therewith, and other aspects of its operation, is contained in the accompanying Manulife Series Fund prospectus, which should be read together with this prospectus. NASL Trusts Equity Trust. The investment objective of the Equity Trust is to seek 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. Value Equity Trust. The investment objective of the Value Equity Trust is to seek long-term growth of capital by investing primarily in common stocks and securities convertible into or carrying the right to buy common stocks. Growth and Income Trust. The investment objective of the Growth and Income Trust is to seek long-term growth of capital and income, consistent with prudent investment risk, by investing primarily in a diversified portfolio of common stocks of U.S. issuers which the subadviser believes are of high quality. U.S. Government Securities Trust. The investment objective of the U.S. Government Securities Trust is to seek 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. Automatic Asset Allocation Trusts. The investment objective of the Automatic Asset Allocation Trusts is to seek the highest potential return consistent with a specified level of risk tolerance -- conservative, moderate or aggressive -- by investing primarily in debt, equity, and money market securities. - - The Aggressive Asset Allocation Trust seeks the highest total return consistent with an aggressive level of risk tolerance. The Trust attempts to limit the decline in portfolio value in very adverse market conditions to 15% over any twelve month period. - - The Moderate Asset Allocation Trust seeks the highest total return consistent with a moderate level of risk tolerance. The Trust attempts to limit the decline in portfolio value in very adverse market conditions to 10% over any twelve month period. - - The Conservative Asset Allocation Trust seeks the highest total return 16 27 consistent with a conservative level of risk tolerance. The Trust attempts to limit the decline in portfolio value in very adverse market conditions to 5% over any twelve month period. A full description of the NASL Series Trust, its investment objectives, policies and restrictions, the risks associated therewith, its expenses, and other aspects of its operation is contained in the accompanying NASL Series Trust prospectus, which should be read together with this prospectus. Detailed Information About The Policies Premium Provisions What Are The Requirements And Procedures For Issuance Of A Policy? To purchase a Policy, an applicant must submit a completed application. Manufacturers Life of America will issue a Policy only if it has a face amount of at least $25,000, except for Policies issued under group or sponsored arrangements in which case the minimum face amount is $10,000. A Policy will generally be issued to persons between ages 0 and 80. In certain circumstances the Company may at its sole discretion issue a Policy to persons above age 80. Before issuing a Policy, Manufacturers Life of America will require evidence of insurability satisfactory to it. A life insured meeting standard underwriting rules will have a risk class of either "standard" or "nonsmoker." Persons failing to meet standard underwriting requirements may be eligible for a Policy with an additional rating assigned to it. Acceptance of an application is subject to the Company's insurance underwriting rules. Each Policy is issued with a policy date from which policy years, policy months and policy anniversaries are all determined. Each Policy also has an effective date which is the date the Company becomes obligated under the Policy and when the first monthly deductions are taken. If an application is accompanied by a check for all or a portion of the initial premium and the application is accepted, the policy date will be the date the application and check were received at the Manufacturers Life of America Service Office and the effective date will be the date Manufacturers Life of America's underwriters approve issuance of the Policy. If an application is accompanied by a check for all or a portion of the initial premium, the life insured may be covered under the terms of a conditional insurance agreement until the effective date. If an application accepted by the Company is not accompanied by a check for the initial premium, the Policy will be issued with a policy date which is seven days after issuance of the Policy and with an effective date which is the date the Service Office receives at least the initial planned premium. In certain situations a different policy date may be used. The initial planned 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 cancelled and any partial premiums paid will be returned to the applicant. Under certain circumstances a Policy may be issued with a backdated policy date. A Policy will not be backdated more than six months before the date of the application for the Policy. Monthly deductions will be made for the period the policy date is backdated. All premiums received prior to the effective date of a Policy will be credited 17 28 with interest from the date of receipt at the rate of return then being earned on amounts allocated to the Money-Market Fund. On the effective date, the premiums paid plus interest credited, net of deductions for federal, state and local taxes, will be allocated among the Investment Accounts or the Guaranteed Interest Account in accordance with the policyowner's instructions. All premiums received on or after the effective date will be allocated among Investment Accounts or the Guaranteed Interest Account as of the date the premiums were received at the Manufacturers Life of America Service Office. Monthly deductions are due on the policy date and at the beginning of each policy month thereafter. However, if due prior to the effective date, they will be taken on the effective date instead of the dates they were due. What Limitations Apply To Premium Amounts? After the payment of the initial premium, premiums may be paid at any time and in any amount during the lifetime of the life insured, subject to the limitations on premium amount and the minimum premium requirement described below. Premiums after the first must be paid to the Manufacturers Life of America Service Office. Unlike traditional insurance, premiums are not payable at specified intervals and in specified amounts. A Policy will be issued with a planned premium, which is based on the amount of premium the policyowner wishes to pay. The planned premium during the first two policy years must be such that the minimum premium requirement will be met. Manufacturers Life of America will send notices to the policyowner setting forth the planned premium at the payment interval selected by the policyowner, unless payment is being made pursuant to a pre-authorized payment plan. However, the policyowner is under no obligation to make the indicated payment. Manufacturers Life of America will not accept any premium payment which is less than $50, unless the premium is payable pursuant to a pre-authorized payment plan. In that case the Company will accept a payment of as little as $10. Manufacturers Life of America may change these minimums on 90 days' written notice. The Policies also limit the sum of the premiums that may be paid at any time so as to preserve the qualification of the Policies as life insurance for federal tax purposes. These limitations are set forth in each Policy. Manufacturers Life of America reserves the right to refuse or refund any premium payments that may cause the Policy to fail to qualify as life insurance under applicable tax law. Minimum Premium Requirement. The Policy provides for a minimum premium requirement. The minimum premium requirement is met if at the beginning of each policy month the sum of all premiums paid less any partial withdrawals and any Policy Debt is at least equal to the sum of the minimum monthly premiums since the policy date. The minimum premium as an annualized amount is set forth in the Policy. It is subject to change if the face amount of the Policy or the death benefit option is changed (see Insurance Benefit "Can The Death Benefit Option Be Changed?" and "Can The Face Amount Of A Policy Be Changed?") or if there is any change in the supplementary benefits added to the Policy or in the rate classification of the life insured. Is There A Death Benefit Guarantee? 18 29 If the minimum premium requirement is met, Manufacturers Life of America will guarantee that the Policy will not go into default even if a combination of policy loans, adverse investment experience or other factors should cause the Policy's Net Cash Surrender Value to be insufficient to meet the monthly deduction due at the beginning of a policy month. If the guarantee is in effect, Manufacturers Life of America will not allow the Net Policy Value to go below zero, although it will continue to assess a monthly deduction at the beginning of each policy month until the Net Policy Value should fall to zero. The guarantee provides assurance to the policyowner that the Policy will remain in force regardless of the investment performance of the sub-accounts selected by the policyowner, provided the policyowner has satisfied the minimum premium requirement. The death benefit guarantee will expire on the policy anniversary on which the life insured is 70 years old, or two years after the policy date if later. While the guarantee is in effect, Manufacturers Life of America will determine at the beginning of each policy month whether the minimum premium requirement has been met. If it has not been met, the Company will notify the policyowner of that fact and allow a 61-day grace period in which the policyowner may make a premium payment sufficient to keep the death benefit guarantee in effect. The required payment will be equal to the minimum premium due at the date the minimum premium requirement was not met plus the minimum premium due for the next two policy months. If the required payment is not received by the end of the grace period, the death benefit guarantee will terminate. Once it is terminated, it cannot be reinstated. When Does A Policy Go Into Default? Default Prior To Second Policy Anniversary. If the minimum premium requirement should not be met at the beginning of any policy month during the first two policy years, the Policy will go into default. Manufacturers Life of America will notify the policyowner of the default and 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 premium will be equal to the minimum premium due at the date of default plus the minimum premium due for the next two policy months. If the required payment is not received by the end of the grace period, the Policy will terminate and the Net Cash Surrender Value as of the date of default less the monthly deduction then due will be paid to the policyowner together with any refund of excess sales loading to which the policyowner is entitled. See Charges "What Are The Surrender Charges?" Default After Second Policy Anniversary. If the death benefit guarantee is no longer in effect, a Policy will go into default after the second policy anniversary if at the beginning of any policy month the Policy's Net Cash Surrender Value would go below zero after deducting the monthly deduction then due. As with a default during the first two policy years, Manufacturers Life of America will notify the policyowner of the default and will allow a 61-day grace period in which the policyowner may make a premium payment sufficient to bring the Policy out of default. The required payment will be equal to the amount necessary to bring the Net Cash Surrender Value to zero, if it was less than zero at the date of default, plus the monthly deductions due at the date of default and payable at the beginning of each of the two policy months thereafter. If the 19 30 required payment is not received by the end of the grace period, the Policy will terminate and the Net Cash Surrender Value as of the date of default less the monthly deduction then due will be paid to the policyowner together with any refund of excess sales loading to which the policyowner is entitled. See Charges "What Are The Surrender Charges?" If the life insured should die during the grace period following a Policy's going into default, the Policy Value used in the calculation of the death benefit will be the Policy Value as of the date of default and the insurance benefit payable will be reduced by any outstanding monthly deductions due at the time of death. How Can A Terminated Policy Be Reinstated? A policyowner can reinstate a Policy which has terminated after going into default at any time within the five-year period following the date of termination subject to the following conditions: (a) The Policy must not have been surrendered for its Net Cash Surrender Value; (b) Evidence of the life insured's insurability satisfactory to Manufacturers Life of America is furnished to it; (c) A premium equal to the payment required during the grace period following default to keep the Policy in force is paid to Manufacturers Life of America; and (d) An amount equal to any amounts paid by Manufacturers Life of America in connection with the termination of the Policy is repaid to Manufacturers Life of America. If the reinstatement is approved, the date of reinstatement will be the later of the date of the policyowner's written request or the date the required payment is received at the Manufacturers Life of America Service Office. How May Net Premiums Be Invested? Net premiums (gross premiums less the premium tax deduction and sales charge) may be allocated to either the Guaranteed Interest Account for accumulation at a rate of interest equal to at least 4% or to one or more of the Investment Accounts for investment in the Portfolio shares held by the corresponding sub-account of the Separate Account. Allocations among the Investment Accounts and the Guaranteed Interest Account are made as a percentage of the net premium. The percentage allocation to any account may be any whole number between zero and 100, provided the total percentage allocations equal 100. A policyowner may change the way in which net premiums are allocated at any time without charge. The change will take effect on the date a written or telephonic request for change satisfactory to the Company is received at the Manufacturers Life of America Service Office. Is There A Short-Term Cancellation Right, Or "Free Look"? A Policy may be returned for a full refund within 10 days after it is received, within 45 days after the application for the Policy is signed, or within 10 days 20 31 after Manufacturers Life of America mails or delivers a notice of right of withdrawal, whichever is latest. The Policy can be mailed or delivered to the Manufacturers Life of America agent who sold it or to the Manufacturers Life of America Service Office. Immediately on such delivery or mailing, the Policy shall be deemed void from the beginning. Within seven days after receipt of the returned Policy at its Service Office, Manufacturers Life of America will refund any premium paid. Manufacturers Life of America reserves the right to delay the refund of any premium paid by check until the check has cleared. If a policyowner requests an increase in face amount which results in new surrender charges, he or she will have the same rights as described above to cancel the increase. If cancelled, the Policy Value and the surrender charges will be recalculated to the amounts they would have been had the increase not taken place. A policyowner may request a refund of all or any portion of premiums paid during the free look period, and the Policy Value and the surrender charges will be recalculated to the amounts they would have been had the premiums not been paid. What Are The Conversion Privileges Of The Policy? The policyowner may effectively convert his or her Policy to a fixed benefit policy by transferring the Policy Value in all of the Investment Accounts to the Guaranteed Interest Account and by changing his or her allocation of net premiums entirely to the Guaranteed Interest Account. As long as the entire Policy Value is allocated to the Guaranteed Interest Account, the Policy Value, other values based thereon and the death benefit will be determinable and guaranteed. The Investment Account values to be transferred to the Guaranteed Interest Account will be determined as of the Business Day on which Manufacturers Life of America receives the request for conversion. There will be no change in the issue age, risk class of the life insured or face amount as a result of the conversion. A transfer of any or all of the Policy Value to the Guaranteed Interest Account can be made at any time, even if a prior transfer has been made during the policy month. Insurance Benefit What Is The Insurance Benefit? If the Policy is in force at the time of the life insured's death, Manufacturers Life of America will pay an insurance benefit based on the death benefit option selected by the policyowner upon receipt of due proof of death. The amount payable will be the death benefit under the selected option, plus any amounts payable under any supplementary benefits added to the Policy, less the value of the Loan Account at the date of death. The insurance benefit will be paid in one sum unless another form of settlement option is agreed to by the beneficiary and the Company. If the insurance benefit is paid in one sum, Manufacturers Life of America will pay interest from the date of death to the date of payment. If the life insured should die after the Company's receipt of a request for surrender, no insurance benefit will be payable, and Manufacturers Life of America will pay only the Net Cash Surrender Value. What Death Benefit Options Are Available? 21 32 The Policies permit the policyowner to select one of two death benefit options Option 1 and Option 2. Under Option 1 the death benefit is the face amount of the Policy at the date of death or, if greater, the Policy Value at the date of death multiplied by the applicable percentage in the table set forth below. Under Option 2 the death benefit is the face amount of the Policy plus the Policy Value at the date of death or, if greater, the Policy Value at the date of death multiplied by the applicable percentage in the following table:
Attained Corridor Age Percentage 40 & below 250% 41 243 42 236 43 229 44 222 45 215 46 209 47 203 48 197 49 191 50 185 51 178 52 171 53 164 54 157 55 150 56 146 57 142 58 138 59 134 60 130 61 128 62 126 63 124 64 122 65 120 66 119
22 33
Attained Corridor Age Percentage 67 118 68 117 69 116 70 115 71 113 72 111 73 109 74 107 75-90 105 91 104 92 103 93 102 94 101 95 & above 100
Regardless of which death benefit option is in effect, the relationship of Policy Value to death benefit will change whenever the "corridor percentages" are used to determine the amount of the death benefit, in other words, whenever multiplying the Policy Value by the applicable percentage set forth in the above table results in a greater death benefit than would otherwise apply under the selected option. For example, assume the life insured under a Policy with a face amount of $100,000 has an attained age of 40. If Option 1 is in effect, the corridor percentage will produce a greater death benefit whenever the Policy Value exceeds $40,000 (250% X $40,000 = $100,000). If the Policy Value is less than $40,000, an incremental change in Policy Value, up or down, will have no effect on the death benefit. If the Policy Value is greater than $40,000, an incremental change in Policy Value will result in a change in the death benefit by a factor of 2.5. Thus, if the Policy Value were to increase to $40,010, the death benefit would be increased to $100,025 (250% X $40,010 = $100,025). If Option 2 were in effect in the above example, the corridor percentage would produce a greater death benefit whenever the Policy Value exceeded $66,667. At that point the death benefit produced by multiplying the Policy Value by 250% would result in a greater amount than adding the Policy Value to the face amount of the Policy. If the Policy Value is less than $66,667, an incremental change in Policy Value will have a dollar-for-dollar effect on the death benefit. If the Policy Value is greater than $66,667, an incremental change in Policy Value will result in a change in the death benefit by a factor of 2.5 in the same manner as would be the case under Option 1 when the corridor percentage determined the death benefit. Can The Death Benefit Option Be Changed? The death benefit option is selected initially by the policyowner in the 23 34 application. After the Policy has been in force for two years the death benefit option may be changed effective with a policy anniversary. Written request for a change must be received by Manufacturers Life of America at least 30 days prior to a policy anniversary in order to become effective on that date. The Company reserves the right to limit a request for change if the change would cause the Policy to fail to qualify as life insurance for tax purposes. A change in death benefit option will result in a change in the Policy's face amount in order to avoid any change in the amount of the death benefit. If the change in death benefit is from Option 1 to Option 2, the new face amount will be equal to the face amount prior to the change minus the Policy Value on the effective date of the change. If the change in death benefit is from Option 2 to Option 1, the new face amount will be equal to the face amount prior to the change plus the Policy Value on the effective date of the change. The increase in face amount resulting from a change to Option 1 will not affect the amount of surrender charges to which a Policy may be subject. A change to Option 2 will be subject to satisfactory evidence of insurability and will not be allowed if it would cause the face amount of the Policy to go below the minimum face amount of $25,000. Policyowners who wish to have level insurance coverage should generally select Option 1. Under Option 1, increases in Policy Value usually will reduce the net amount of risk under a Policy which will reduce cost of insurance charges. This means that favorable investment performance should result in a faster increase in Policy Value than would occur under an identical Policy with Option 2 in effect. However, the larger Policy Value which may result under Option 1 will not affect the amount of the death benefit unless the corridor percentages are used to determine the death benefit. Policyowners who want to have the Policy Value reflected in the death benefit so that any increases in Policy Value will increase the death benefit should generally select Option 2. Under Option 2 the net amount at risk will remain level unless the corridor percentages are used to determine death benefit, in which case increases in Policy Value will increase the net amount at risk. Can The Face Amount Of A Policy Be Changed? Subject to certain limitations, a policyowner may, upon written request, increase or decrease the face amount of the Policy. A change in face amount will usually affect the minimum premium requirement, the monthly deduction and surrender charges (see "Charges"). Currently, a change in face amount must be at least $10,000, except in the case of group or sponsored arrangements where the minimum change is $5,000. Manufacturers Life of America reserves the right to increase or decrease the minimum face amount change on 90 days' written notice to the policyowner. The Company also reserves the right to limit a change in face amount so as to prevent the Policy from failing to qualify as life insurance for tax purposes. Increases. Increases in face amount are subject to satisfactory evidence of insurability. Increases may be made only once per policy year and only after the first policy year. An increase will become effective at the beginning of the policy month following the date Manufacturers Life of America approves the 24 35 requested increase. The Company reserves the right to refuse a requested increase if the life insured's age at the effective date of the increase would be greater than the maximum issue age for new Policies at that time. An increase in face amount will usually result in the Policy's being subject to new surrender charges. The new surrender charges will be computed as if a new Policy were being purchased for the increase in face amount. For purposes of determining the new deferred sales charge, a portion of the Policy Value at the time of the increase, and a portion of the premiums paid on or subsequent to the increase, will be deemed to be premiums attributable to the increase. See Charges "What Are The Surrender Charges?" Any increase in face amount to a level less than the highest face amount previously in effect will have no effect on the surrender charges to which the Policy is subject, since surrender charges, if applicable, will have been assessed in connection with the prior decrease in face amount. As with the purchase of a Policy, a policyowner will have free look and refund rights with respect to any increase resulting in new surrender charges. No additional premium is required for a face amount increase. However, a premium payment may be necessary to avoid the Policy's going into default, since new surrender charges resulting from an increase would automatically reduce the Net Cash Surrender Value of the Policy. Moreover, a new minimum premium will be determined for purposes of the death benefit guarantee. The insurance coverage eliminated by the decrease of the oldest face amount will be deemed to be restored first. Decreases. A decrease in the face amount may be requested after the Policy has been in force for one year, except during the one-year period following any increase in face amount. In addition, during the two-year period following an increase in face amount, the policyowner may elect at any time to cancel the increase and have the deferred sales charge for the increase reduced by the refund of any excess sales load attributable to the increase. A decrease in face amount will be effective only on a policy anniversary. Written request for a decrease must be received by Manufacturers Life of America at least 30 days prior to a policy anniversary in order to become effective on that date. A decrease will not be allowed if it would cause the face amount to go below the minimum face amount of $25,000, or $10,000 in the case of group or sponsored arrangements. A decrease in face amount during the 15-year period following issuance of the Policy or any increase in face amount will usually result in surrender charges being deducted from the Policy Value. See Charges "What Are The Surrender Charges?" For purposes of determining surrender and cost of insurance charges, a decrease will reduce face amount in the following order: (a) the face amount provided by the most recent increase, then (b) the face amounts provided by the next most recent increases successively, and finally (c) the initial face amount. Policy Values What Is The Policy Value And How Is It Determined? 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. 25 36 See "What Are The Provisions Governing Policy Loans?" and "How May A Policyowner Obtain The Net Cash Surrender Value?" below. The Policy Value may also affect the amount of the death benefit (see Insurance Benefit "What Death Benefit Options Are Available?"). The Policy Value at any time is equal to the sum of the Values in the Investment Accounts, the Guaranteed Interest Account and the Loan Account. The following discussion relates only to the Investment Accounts. Policy loans are discussed under "What Are The Provisions Governing Policy Loans?" and the Guaranteed Interest Account is discussed under "The General Account." The portion of the Policy Value based on the Investment Accounts is not guaranteed and will vary each Business Day with the investment performance of the underlying Portfolios. 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. Units of a particular sub-account are credited to a Policy when net premiums are allocated to that sub-account or amounts are transferred to that sub-account. Units of a sub-account are cancelled whenever amounts are deducted, transferred or withdrawn from the sub-account. The number of units credited or cancelled for a specific transaction is based on the dollar amount of the transaction divided by the value of the unit 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 Manufacturers Life of America Service Office or other office or entity so designated by Manufacturers Life of America, except for any premiums received before the policy date as to which the applicable unit values will be the values determined on such date. Units are valued at the end of each Business Day, which is any day that the net asset value of the Fund shares held by the applicable sub-account is determined. A Business Day is deemed to end at the time of such determination. When an order involving the crediting or cancelling of units is received after the end of a Business Day or on a day which is not a Business Day, the order will be processed on the basis of unit values determined 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. The value of a unit of each sub-account was initially fixed at $10.00. For each subsequent Business Day the unit value is determined by taking the value of the adjusted net assets of the particular sub-account at the end of the Business Day divided by the total number of units. 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. The unit value for a sub-account for any Business Day is equal to (a) minus (b), divided by (c), where: (a) is the net asset value of the sub-account at the end of such Business Day; (b) is a charge not exceeding 0.000017866 for each calendar day since the 26 37 preceding Business Day, multiplied by the net assets of the sub-account as of the end of such Business Day, corresponding to a charge not exceeding 0.65% per year for mortality and expense risks; and (c) is the total number of units of the sub-account. Manufacturers Life of America reserves the right to adjust the above formula for any taxes determined by it to be attributable to the operations of the sub-account. Transfers Of Policy Value. Under the Policies a policyowner may change the extent to which his or her Policy Value is based upon any specific sub-account of the Separate Account or the Company's general account. Such changes are made by transferring amounts from one or more Investment Accounts or the Company's general account to other Investment Accounts or the Company's general account. A policyowner is permitted to make one transfer each policy month. For this purpose all transfer requests received by Manufacturers Life of America on the same Business Day are treated as a single transfer request. Transfers are free of charge. The minimum dollar amount of all transfers pursuant to a single transfer request, except for Asset Allocation Balancer transfers, is $500. The maximum amount that may be transferred from the Guaranteed Interest Account in any one policy year is the greater of $500 or 15% of the Guaranteed Interest Account value at the previous policy anniversary. Any transfer which involves a transfer out of the Guaranteed Interest Account may not involve a transfer to the Investment Account for the Money- Market Fund. Transfer requests must be in a format satisfactory to Manufacturers Life of America and in writing, or by telephone if a currently valid telephone transfer authorization form is on file. Although failure to follow reasonable procedures may result in Manufacturers Life of America's liability for any losses resulting from unauthorized or fraudulent telephone transfers, Manufacturers Life of America will not be liable for following instructions communicated by telephone that it reasonably believes to be genuine. Manufacturers Life of America will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. Such procedures shall consist of confirming a valid telephone authorization form is on file, tape recording all telephone transactions and providing written confirmation thereof. The policyowner may effectively convert his or her Policy to a fixed benefit policy by transferring the Policy Value in all of the Investment Accounts to the Guaranteed Interest Account and by changing his or her allocation of net premiums entirely to the Guaranteed Interest Account. As long as the entire Policy Value is allocated to the Guaranteed Interest Account, the Policy Value, other values based thereon and the death benefit will be determinable and guaranteed. The Investment Account values to be transferred to the Guaranteed Interest Account will be determined as of the Business Day on which Manufacturers Life of America receives the request for conversion. There will be no change in the issue age, risk class of the life insured or face amount as a result of the conversion. A transfer of any or all of the Policy Value to the Guaranteed Interest Account can 27 38 be made at any time, even if a prior transfer has been made during the policy month. Dollar Cost Averaging. Manufacturers Life of America will offer policyowners a Dollar Cost Averaging program. Under this program amounts will be automatically transferred at predetermined intervals from one Investment Account to any other Investment Account(s) or the Guaranteed Interest Account. Under the Dollar Cost Averaging program the policyowner will designate an amount to be transferred each month from one Investment Account into any other Investment Account(s) or the Guaranteed Interest Account. Each transfer under the Dollar Cost Averaging program must be of a minimum amount as set by Manufacturers Life of America. Once set, this minimum may be changed at any time at the discretion of Manufacturers Life of America. Currently, no charge will be made for this program if the Policy Value exceeds $15,000 on the date of transfer. Otherwise, there will be a charge of $5 for each transfer under this program. The charge will be deducted from the value of the Investment Account out of which the transfer occurs. If insufficient funds exist to effect a Dollar Cost Averaging transfer, including the charge, if applicable, the transfer will not be effected and the policyowner will be so notified. Manufacturers Life of America reserves the right to cease to offer this program on 90 days' written notice to the policyowner. Asset Allocation Balancer Transfers. Manufacturers Life of America will also offer policyowners the ability to have amounts automatically transferred among stipulated Investment Accounts to maintain an allocated percentage in each stipulated Investment Account. Under the Asset Allocation Balancer program the policyowner will designate an allocation of Policy Value among Investment Accounts. At six month intervals, beginning six months after the policy date, Manufacturers Life of America will move amounts among the Investment Accounts as necessary to maintain the policyowner's chosen allocation. A change to the policyowner's premium allocation instructions will automatically result in a change in Asset Allocation Balancer instructions so that the two are identical unless the policyowner instructs Manufacturers Life of America otherwise or a dollar cost averaging request is in effect. Currently, the charge for this program is $15 per transfer or series of transfers occurring on the same transfer date. This charge will be deducted from all accounts affected by the Asset Allocation Balancer transfer in the same proportion that the value in each account bears to the Policy Value immediately after the transfer. Manufacturers Life of America reserves the right to cease to offer this program on 90 days' written notice to the policyowner. What Are The Provisions Governing Policy Loans? On or after the first policy anniversary, while the Policy is in force, the policyowner may borrow against the Policy Value of his or her Policy. The one-year waiting period for borrowing against the Policy Value is waived in the case of policies which are exchanged for Manufacturers Life of America Policies and a policy loan will be permitted in an amount equal to the lesser of (a) the 28 39 amount rolled over into the Manufacturers Life of America Policy and (b) the loan value of the Policy. The Policy serves as the only security for the loan. The amount of any loan must be at least $500 and cannot exceed the amount which would cause the Modified Policy Debt to equal the loan value of the Policy on the date of the loan. The loan value is the Policy's Cash Surrender Value less the monthly deductions due to the next policy anniversary. The Modified Policy Debt as of any date is the Policy Debt (the aggregate amount of policy loans, including borrowed interest, less any loan repayments) plus the amount of interest to be charged to the next policy anniversary, all discounted from the next policy anniversary to such date at an annual rate of 4%. An amount equal to the Modified Policy Debt is transferred to the Loan Account to ensure that a sufficient amount will be available to pay interest on the Policy Debt at the next policy anniversary. For example, assume a Policy with a loan value of $5,000, no outstanding policy loans and a loan interest rate of 8%. The maximum amount that can be borrowed is an amount that will cause the Modified Policy Debt to equal $5,000. If the loan is made on a policy anniversary, the maximum loan will be $4,815. This amount at 8% interest will equal $5,200 one year later; $5,200 discounted to the date of the loan at 4% (the Modified Policy Debt) equals $5,000. Because the minimum rate of interest credited to the Loan Account is 4%, $5,000 must be transferred to the Loan Account to ensure that $5,200 will be available at the next policy anniversary to cover the interest accrued on the Policy Debt. When a loan is made, Manufacturers Life of America will deduct from the Investment Accounts or the Guaranteed Interest Account, and transfer to the Loan Account, an amount which will result in the Loan Account value being equal to the Modified Policy Debt. The policyowner may designate how the amount to be transferred to the Loan Account is allocated among the accounts from which the transfer is to be made. In the absence of instructions, the amount to be transferred will be allocated to each account in the same proportion as the value in each Investment Account and the Guaranteed Interest Account bears to the Net Policy Value. A transfer from an Investment Account will result in the cancellation of units of the underlying sub-account equal in value to the amount transferred from the Investment Account. However, since the Loan Account is part of the Policy Value, transfers made in connection with a loan will not change the Policy Value. A policy loan may result in a Policy's failing to satisfy the minimum premium requirement, since the Policy Debt is subtracted from the sum of the premiums Paid in determining whether the minimum premium requirement is met. See Premium Provisions "What Limitations Apply To Premium Amounts?; Minimum Premium Requirement." As a result, the Policy may go into default if the minimum premium requirement is not met during the first two policy years, or the death benefit guarantee may terminate if the minimum premium requirement is not met either before or after the second policy anniversary. See Premium Provisions "Is There A Death Benefit Guarantee?" and "When Does A Policy Go Into Default?" Moreover, if the death benefit guarantee is not in force, a policy loan may cause a Policy to be more susceptible to going into default, since a policy loan will be reflected in the Net Cash Surrender Value. See Premium Provisions "When Does A Policy Go Into Default?" A policy loan will also 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 29 40 of the underlying Funds selected by the policyowner or increasing in value at the rate of interest credited for amounts allocated to the Guaranteed Interest Account. Finally, a policy loan will affect the amount payable on the death of the life insured, since the death benefit is reduced by the value of the Loan Account at the date of death in arriving at the insurance benefit. Interest Charged On Policy Loans. Interest on the Policy Debt will accrue daily and be payable annually on the policy anniversary. The rate of interest charged will be either on a fixed basis or a variable basis as selected by the policyowner in the application. The policyowner may change the interest basis on any policy anniversary provided a written request for change is received by the Company at least 60 days before the anniversary on which such change is to be effective. If the policyowner elects to have interest charged on a fixed basis, interest will be at an effective annual rate of 8%. If the policyowner elects to have interest charged on a variable basis, the rate will be determined by Manufacturers Life of America at the beginning of each policy year, and the rate so determined will be effective until the next policy anniversary at which time it will be recalculated. Except as described below, the variable rate will not exceed the greater of 6% per year or the Moody's Corporate Bond Yield Average Monthly Average Corporates for the calendar month ending two months before the beginning of the month in which the policy anniversary falls. On each policy anniversary, the annual rate of interest may be adjusted up or down, but no adjustment will be made unless the Moody's Average for the month ending two months before the date of determination is at least one-half of one percent greater or less than the rate in effect for the year then ending. If the interest due on a policy anniversary is not paid by the policyowner, the interest will be borrowed against the policy. Interest Credited To The Loan Account. Manufacturers Life of America will credit interest to any amount in the Loan Account at an effective annual rate of at least 4%. The actual rate credited is: - - the rate of interest charged on the policy loan less .50% on amounts up to the Policy's "loan tier amount"; and - - the rate of interest charged on the policy loan less an interest rate differential (currently 1.25%) on amounts in excess of the "loan tier amount." Manufacturers Life of America may change the interest rate differential on 90 days' written notice to the policyowner. The loan tier amount at any time is equal to 25% of (a) minus (b) where (a) is the Policy's Cash Surrender Value at the previous policy anniversary and (b) is the sum of the minimum monthly premiums since issuance of the Policy to that date (see Premium Provisions "What Limitations Apply To Premium Amounts?"). The loan tier amount cannot be a negative number. To illustrate the application of the loan tier amount, assume a Policy with a Cash Surrender Value at the previous policy anniversary of $10,000, the sum of the minimum monthly premiums since issuance to the previous policy anniversary of $6,000 and a Loan Account value of $8,000. The loan tier amount is $1,000 [25% 30 41 X ($10,000 - $6,000)]. If loan interest is being charged at the fixed rate of 8%, $1,000 of the Loan Account value will accrue interest at 7.5% and the remaining $7,000 will accrue interest at 6.75%. Loan Account Adjustments. When a loan is first taken out, and at specified events thereafter, the value of the Loan Account is adjusted. Whenever the Loan account is adjusted, the difference between (i) the Loan Account before any adjustment and (ii) the Modified Policy Debt at the time of adjustment, is transferred between the Loan Account and the Investment Accounts or the Guaranteed Interest Account. The amount transferred to or from the Loan Account will be such that the value of the Loan Account is equal to the Modified Policy Debt after the adjustment. The specified events which cause an adjustment to the Loan Account are (i) a policy anniversary, (ii) a partial or full loan repayment, (iii) a new loan being taken out, or (iv) when an amount is needed to meet a monthly deduction. A loan repayment may be implicit in that policy debt is effectively repaid upon termination, that is upon death of the life insured, surrender or lapse of the policy. In each of these instances, the Loan Account will be adjusted with any excess of the Loan Account over the Modified Policy Debt after the repayment being included in the termination proceeds. Except as noted below in the Loan Repayments section, amounts transferred from the Loan Account will be allocated to the Investment Accounts and the Guaranteed Interest Account in the same proportion as the value in the corresponding "loan sub-account" bears to the value of the Loan Account. A "loan sub-account" exists for each Investment Account and for the Guaranteed Interest Account. Amounts transferred to the Loan Account are allocated to the appropriate loan sub-account to reflect the account from which the transfer was made. Loan Account Illustration. The operation of the Loan Account may be illustrated by consideration of the Policy previously described with a loan value of $5,000, a loan interest rate of 8%, and a maximum loan amount on a policy anniversary of $4,815. For purposes of the illustration, assume that the loan tier amount is zero. If a loan in the maximum amount of $4,815 is made, an amount equal to the Modified Policy Debt, $5,000, is transferred to the Loan Account. At the next policy anniversary the value of the Loan Account will have increased to $5,337.50 ($5,000 X 1.0675) reflecting interest credited at an effective annual rate of 6.75%. At that time the loan will have accrued interest charges of $385 ($4,815 X .08) bringing the Policy Debt to $5,200. If the accrued interest charges are paid on the policy anniversary, the Policy Debt will continue to be $4,815, and the Modified Policy Debt, reflecting interest for the next policy year and discounting the Policy Debt and such interest at 4%, will be $5,000. An amount will be transferred from the Loan Account to the Guaranteed Interest Account or the Investment Accounts so that the Loan Account value will equal the Modified Policy Debt. Since the Loan Account value was $5,337.50, a transfer of $337.50 will be required ($5,337.50 - $5,000). If, however, the accrued interest charges of $385 are borrowed, an amount will 31 42 be transferred from the Investment Accounts and the Guaranteed Interest Account so that the Loan Account value will equal the Modified Policy Debt recomputed at the policy anniversary. The new Modified Policy Debt is the Policy Debt, $5,200, plus loan interest to be charged to the next policy anniversary, $416 ($5,200 X .08), discounted at 4%, which results in a figure of $5,400. Since the value of the Loan Account was $5,337.50, a transfer of $62.50 will be required. This amount is equivalent to the 1.25% interest rate differential on the $5,000 transferred to the Loan Account on the previous policy anniversary. Loan Repayments. Policy Debt may be repaid in whole or in part at any time prior to the death of the life insured provided the Policy is in force. When a repayment is made, the amount is credited to the Loan Account and a transfer is made to the Guaranteed Interest Account or the Investment Accounts so that the Loan Account at that time equals the Modified Policy Debt. Loan repayments will first be allocated to the Guaranteed Interest Account until the associated loan sub-account is reduced to zero. Any other amounts transferred from the Loan Account will be allocated to the Guaranteed Interest Account and 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. How May A Policyowner Obtain The Net Cash Surrender Value? A Policy may be surrendered for its Net Cash Surrender Value at any time while the life insured is living. The Net Cash Surrender Value is equal to the Policy Value less any surrender charges and outstanding monthly deductions due (the "Cash Surrender Value") minus the value of the Loan Account. The Net Cash Surrender Value will be determined at the end of the Business Day on which Manufacturers Life of America receives the Policy and a written request for surrender at its Service Office. After a Policy is surrendered, the insurance coverage and all other benefits under the Policy will terminate. Surrender of a Policy within 15 years of issuance or an increase in face amount will usually result in the assessment by Manufacturers Life of America of surrender charges. (See Charges "What Are The Surrender Charges?") After a Policy has been in force for two policy years, the policyowner may make a partial withdrawal of the Net Cash Surrender Value. The minimum amount that may be withdrawn is $500. The policyowner should specify the portion of the withdrawal to be taken from each Investment Account and the Guaranteed Interest Account. In the absence of instructions, the withdrawal will be allocated among such accounts in the same proportion as the Policy Value in each account bears to the Net Policy Value. No more than one partial withdrawal may be made in any one policy month. Like surrender of a Policy, a partial withdrawal made within 15 years following issuance of the Policy or a face amount increase will result in the assessment of a portion of the surrender charges to which the Policy is subject if the withdrawal is in excess of the Withdrawal Tier Amount. The Withdrawal Tier Amount is equal to 10% of the Net Cash Surrender Value determined as of the previous policy anniversary. In determining what, if any, portion of a partial Net Cash Surrender Value withdrawal is in excess of the Withdrawal Tier Amount, all 32 43 previous partial Net Cash Surrender Value withdrawals that have occurred in the current policy year are included. The portion of the surrender charges assessed will be based on the ratio of the amount of the withdrawal which exceeds the Withdrawal Tier Amount to the Net Cash Surrender Value of the Policy immediately prior to the withdrawal. The surrender charges will be deducted from each Investment Account and the Guaranteed Interest Account in the same proportion as the amount of the withdrawal taken from such account bears to the total amount of the withdrawal (see Charges "What Are The Surrender Charges?"). If the amount in the account is not sufficient to pay the portion of the surrender charges allocated to that account, then the portion of the withdrawal allocated to that account will be reduced so that the withdrawal plus the portion of the surrender charges allocated to that account equal the value of that account. Units equal to the amount of the partial withdrawal taken, and surrender charges deducted, from each Investment Account will be cancelled based on the value of such units determined at the end of the Business Day on which Manufacturers Life of America receives a written request for withdrawal at its Service Office. If the Option 1 death benefit is in effect under a Policy from which a partial withdrawal is made, the face amount of the Policy will be reduced. If the death benefit is equal to the face amount at the time of withdrawal, the face amount will be reduced by the amount of the withdrawal plus the portion of the surrender charges assessed. If the death benefit is based upon the Policy Value times the applicable percentage set forth under Insurance Benefit "What Death Benefit Options Are Available?" above, the face amount will be reduced only to the extent that the amount of the withdrawal plus the portion of the surrender charges assessed exceeds the difference between the death benefit and the face amount. Reductions in face amount resulting from partial withdrawals will not incur any surrender charges above the surrender charges applicable to the withdrawal. When the face amount of a Policy is based on one or more increases subsequent to issuance of the Policy, a reduction resulting from a partial withdrawal will be applied in the same manner as a requested decrease in face amount, i.e., against the face amount provided by the most recent increase, then against the next most recent increases successively and finally against the initial face amount. Charges Charges under the Policies are assessed as (i) deductions from premiums when made, (ii) surrender charges upon surrender, partial withdrawals, decreases in face amount or termination following default, (iii) monthly deductions from the Policy Value, and (iv) risk charges assessed against Separate Account assets. These charges are described below. What Deductions Are Made From Premiums? Manufacturers Life of America deducts a sales charge of 3% of each premium payment. A deferred sales charge in the maximum amount of 47% of premiums paid up to two Target Premiums is deducted from the Policy Value upon certain transactions. See "What Are The Surrender Charges?" below. These charges compensate the Company for some of the expenses of selling and distributing the Policies, including agents' commissions, advertising, agent training and the printing of prospectuses and sales literature. 33 44 The sales charges deducted in any policy year are not specifically related to sales expenses incurred in that year. Instead, the Company expects that the major portion of the sales expenses attributable to a Policy will be incurred during the first policy year, although the sales charge deducted from premiums and any deferred sales charge may be spread out over the period the Policy is in force. Manufacturers Life of America anticipates that the aggregate amounts received under the Policies for sales loading will be insufficient to cover aggregate sales expenses. To the extent that sales expenses exceed sales charges, Manufacturers Life of America will pay the excess from its other assets or surplus, including amounts derived from the mortality and expense risks charge described below. A portion of the sales charge and the deferred sales charge may be subject to refund if the Policy is surrendered for its Net Cash Surrender Value at any time during the first two years following issuance or following an increase in face amount or if the increase is cancelled during the two-year period following the increase. See "What Are The Surrender Charges?" (Refund Of Excess Sales Charges). Manufacturers Life of America deducts a premium tax charge of 2% of each premium payment. State and local premium taxes differ from state to state. The 2% rate, which cannot be changed, is expected to be sufficient, on average, to pay premium taxes where required. What Are The Surrender Charges? Manufacturers Life of America will assess surrender charges upon surrender or lapse of a Policy, a partial withdrawal of Policy Value in excess of the Withdrawal Tier Amount or a requested decrease in face amount. The charges will be assessed if any of the above transactions occurs within 15 years after issuance of the Policy or any increase in face amount unless the charges have been previously deducted. There are two surrender charges a deferred underwriting charge and a deferred sales charge. Deferred Underwriting Charge. The deferred underwriting charge is a dollar amount for each $1,000 of face amount of insurance in accordance with the following schedule: Age: 0-20 21-40 41-50 51-60 61 & above Charge Per $1,000: $2.00 $3.00 $4.00 $5.00 $6.00
The charge per $1,000 will be determined on the basis of the age of the life insured at issue or upon increase of the face amount, as applicable. The deferred underwriting charge applicable to each level of insurance coverage cannot exceed $1,000. The amount of the charge remains level for five years. Following the fifth year after issuance of the Policy or a face amount increase, the charge applicable to the initial face amount or increase will decrease each month by .83%, or 10% per year. After the monthly deduction is taken for the last policy month preceding the end of the fifteenth year after issuance or face amount increase, the charge will have decreased to zero. The applicable percentage of the surrender charges to which the Policy would otherwise be subject is 34 45 illustrated on an annual basis by the following table:
Transaction Occurs After Monthly Deduction Taken for Last Month Percent of Preceding End of Year Surrender Charges 5 & below 100% 6 90% 7 80% 8 70% 9 60% 10 50% 11 40% 12 30% 13 20% 14 10% 15 & above 0%
The surrender charges begin to grade downward before the beginning of the sixth year for issue ages above 69. For issue ages 70, 71, 72, 73, and issue ages 74 to 80, the surrender charges begin to grade downward at the beginning of the fifth, fourth, third, second, and first years, respectively. The deferred underwriting charge is designed to cover the administrative expenses associated with underwriting and policy issue, including the costs of processing applications, conducting medical examinations, determining the life insured's risk class and establishing policy records. Manufacturers Life of America does not expect to recover from the deferred underwriting charge any amount in excess of its expenses associated with underwriting and policy issue. Deferred Sales Charge. The maximum deferred sales charge is equal to 47% of the premiums paid under the Policy up to two Target Premiums described below. For life insureds over age 69 at issue or face amount increase, the applicable percentage of premiums will be reduced in accordance with the following table:
Applicable Age Percentage of Premiums 70 45% 71 43% 72 41% 73 39% 74 37% 75 35% 76 34% 77 33% 78 32% 79 31% 80 30%
Like the deferred underwriting charge, the percentage deferred sales charge 35 46 applicable to the initial face amount or face amount increase will remain level for five years (or less for issue ages above 69) and following such period will decrease .83% per month, or 10% per year, from the charge that would otherwise apply. See chart under "Deferred Underwriting Charge" above. As noted above, the deferred sales charge may not exceed 47% of two Target Premiums. The Target Premium for the initial face amount is set forth in the Policy. A Target Premium will be computed for each increase in face amount above the highest face amount of coverage previously in effect, and the policyowner will be advised of such Target Premium. Target Premiums are determined on the basis of a target premium rate and the face amount of insurance provided at issue or by the increase. The applicable rate varies with the issue age and sex (unless unisex rates are required by law) of the life insured and, in the case of certain Policies issued in group or sponsored arrangements providing for reduction in cost of insurance charges (see "Are There Special Provisions For Group Or Sponsored Arrangements?"), the amount of insurance coverage. In order to determine the deferred sales charge applicable to a face amount increase, Manufacturers Life of America will treat a portion of the Policy Value on the date of increase as a premium attributable to the increase. In addition, a portion of each premium paid subsequent to the increase will be attributed to the increase. In each case, the portion attributable to the increase will be the ratio of the guideline annual premium (described below) for the increase to the sum of the guideline annual premiums for the initial face amount and all increases including the requested increase. Refund Of Excess Sales Charges. If a Policy is surrendered for its Net Cash Surrender Value at any time during the first two years following issuance or following an increase in face amount or the face amount decreased during the second year after issuance or after increase in face amount, Manufacturers Life of America will refund that part of the total sales charges deducted (the sum of the deferred sales charge and the sales charge deducted from premiums) with respect to "premiums" paid for the initial face amount or such increase (including premiums allocated to the increase as described in the preceding paragraph), whichever is applicable, which is in excess of (i) the sum of 30% of the "premiums" paid up to one guideline annual premium plus 10% of the "premiums" paid in excess of one guideline annual premium up to two guideline annual premiums and (ii) up to 9% of the "premiums" paid in excess of two guideline annual premiums. Since Target Premiums are always less than guideline annual premiums, with the deferred sales charge structure described above, there will be no refund with respect to "premiums" paid in excess of two guideline annual premiums and these excess "premiums" will not reduce the refund applicable to "premiums" paid up to two guideline annual premiums. A policyowner may also elect to cancel an increase in face amount during the first two years following the increase and have the deferred sales charge for the increase reduced by the refund of any excess sales load attributable to the increase. The guideline annual premium, which is set forth in the Policy, is the level annual premium that would be payable for the life of the Policy for a specific amount of coverage if premiums were fixed as to both timing and amount and based on the 1980 Commissioners Standard Ordinary Smoker/Nonsmoker Mortality Tables, net investment earnings at an effective annual rate of 5% and fees and charges as set forth in the Policy. In determining the maximum sales charge 36 47 allowable, "premiums" will be attributed to the initial face amount and each increase in the same manner as used in determining the deferred sales charge applicable to the face amount and each increase, and the guideline annual premium will be determined separately for the initial face amount and each increase. The operation of the maximum sales charge allowable is illustrated by the following example. Assume that the policyowner has paid $3,000 in premiums under a Policy with a guideline annual premium of $2,000 and a Target Premium of $1,500 and decides to surrender his or her Policy during the second policy year. In the absence of the refund right, the deferred sales charge would be $1,410 (47% of $3,000). However, under the formula described above, the maximum sales charge allowable is the sum of $600 (30% of $2,000) and $100 (10% of $1,000), or $700. Since a sales load of $90 (3% of $3,000) was deducted from the premiums when received, and therefore only $610 ($700 - $90) of the deferred sales charge may be retained by the Company, a refund of $800 ($1,410 - $610) will be payable to the policyowner. Since a deferred sales charge is deducted in the event a Policy terminates for failure to make the required payment following the Policy's going into default, the refund right will apply if such termination occurs during the two-year period following issuance of the Policy or any increase in face amount. If the Policy terminates during the two years after a face amount increase, the refund will relate only to the sales charges assessed against premiums attributable to the increase. Charges On Partial Withdrawals. As noted above, both the deferred sales charge and the deferred underwriting charge are applicable in the event of a partial withdrawal of the Net Cash Surrender Value in excess of the Withdrawal Tier Amount. A portion of the surrender charges applicable to the initial face amount and to each increase in face amount will be deducted as a result of the withdrawal. The portion to be deducted will be the same as the ratio of the amount of the withdrawal to the Net Cash Surrender Value prior to the withdrawal. The charges will be deducted from the Policy Value, and the amount so deducted will be allocated among the Investment Accounts and the Guaranteed Interest Account in the same proportion that the withdrawal is allocated among such accounts. Whenever a portion of the surrender charges are deducted as a result of a partial withdrawal, the Policy's remaining surrender charges will be reduced by the amount of the charges taken. The surrender charges not assessed as a result of the 10% free withdrawal provision remain in effect under the Policy and may be assessed upon surrender or lapse, other partial withdrawals or a requested decrease in face amount. Charges On Decreases In Face Amount. As with partial withdrawals, a portion of a Policy's surrender charges will be deducted upon a decrease in or cancellation of face amount requested by the policyowner. Since surrender charges are determined separately for the initial face amount and each face amount increase and since a decrease in face amount will have a different impact on each level of insurance coverage, the portion of the surrender charges to be deducted with respect to each level of insurance coverage will be determined separately. Such portion will be the same as the ratio of the amount of the reduction in such coverage to the amount of such coverage prior to the reduction. As noted under 37 48 Insurance Benefit "Can The Face Amount Of A Policy Be Changed?" decreases are applied to the most recent increase first and thereafter to the next most recent increases successively. The charges will be deducted from the Policy Value, and the amount so deducted will be allocated among the Investment Accounts and the Guaranteed Interest Account in the same proportion as the Policy Value in each bears to the Net Policy Value. Whenever a portion of the surrender charges is deducted as a result of a decrease in face amount, the Policy's remaining surrender charges will be reduced by the amount of the charges taken. What Are The Monthly Deductions? On the policy date and at the beginning of each policy month, a deduction is due from the Policy Value to cover certain charges in connection with the Policy. 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 (i) a monthly administration charge, (ii) a monthly charge for the cost of insurance, and (iii) a monthly charge for any supplementary benefits added to the Policy (see Other Provisions "What Supplementary Benefits Are Available?"). The monthly deduction will be allocated among the Investment Accounts and the Guaranteed Interest Account in the same proportion as the Policy Value in each bears to the Net Policy Value. The monthly administration charge is $6.00. The charge is designed to cover certain administrative expenses associated with the Policy, including maintaining policy records, collecting premiums and processing death claims, surrender and withdrawal requests and various changes permitted under a Policy. Manufacturers Life of America does not expect to recover from the monthly administration charge any amount in excess of its accumulated administrative expenses relating to the Policies and the Separate Account. Even though administrative expenses may increase, the Company guarantees that it will not increase the amount of the monthly administration 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 charge for the cost of insurance will reflect any extra charges for additional ratings indicated in the Policy. The cost of insurance rate is based on the life insured's age, sex (unless unisex rates are required by law), risk class, the duration of the insurance coverage and, in the case of certain Policies issued in group or sponsored arrangements providing for reduction in cost of insurance charges (see "Are There Special Provisions For Group Or Sponsored Arrangements?"), the face amount of the Policy. See Other Matters Legal Considerations. The rate is determined separately for the initial face amount and for each increase in face amount. Cost of insurance rates will generally increase with the life insured's age. The cost of insurance rates used by Manufacturers Life of America reflect its expectations as to future mortality experience. The rates may be changed from time to time on a basis which does not unfairly discriminate within the class of lives insured. In no event will the cost of insurance rate 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 or if simplified underwriting is granted in a group or sponsored arrangement (see "Are 38 49 There Special Provisions For Group Or Sponsored Arrangements?"). The guaranteed rates are based on the 1980 Commissioners Standard Ordinary Smoker/Nonsmoker Mortality Tables. The net amount at risk to which the cost of insurance rate is applied is the difference between the death benefit, divided by 1.0032737 (a factor which reduces the net amount at risk for cost of insurance charge purposes by taking into account assumed monthly earnings at an annual rate of 4%), and the Policy Value. Because different cost of insurance rates may apply to different levels of insurance coverage, the net amount at risk will be calculated separately for each level of insurance coverage. When the Option 1 death benefit is in effect, for purposes of determining the net amount at risk applicable to each level of insurance coverage, the Policy Value is attributed first to the initial face amount and then, if the Policy Value is greater than the initial face amount, to each increase in face amount in the order made. Because the calculation of the net amount at risk is different under the death benefit options when more than one level of insurance coverage is in effect, a change in the death benefit option may result in a different net amount at risk for each level of insurance coverage than would have occurred had the death benefit option not been changed. Since the cost of insurance is calculated separately for each level of insurance coverage, any change in the net amount at risk for a level of insurance coverage resulting from a change in the death benefit option may affect the amount of the charge for the cost of insurance. Partial withdrawals and decreases in face amount will also affect the manner in which the net amount at risk for each level of insurance coverage is calculated. In group or sponsored arrangements where Manufacturers Life of America issues Policies with a face amount of less than $25,000 but not less than $10,000, Policies issued with a face amount of less than $25,000 may be subject to an additional premium deduction equal to $1.00 per $1,000 face amount. This amount is added to the cost of insurance and deducted monthly. The amount so added will not cause the cost of insurance deducted to exceed the guaranteed rates set forth in the Policy. Are There Special Provisions For Group Or Sponsored Arrangements? Where permitted by state insurance laws, Policies may be purchased under group or sponsored arrangements, as well as on an individual basis. As noted previously, the minimum face amount and minimum change in face amount are reduced to $10,000 and $5,000, respectively, for Policies issued pursuant to such arrangements. A "group arrangement" includes a program under which a trustee, employer or similar entity purchases Policies covering a group of individuals on a group basis. In California all participants of group arrangements will be individually underwritten. A "sponsored arrangement" includes a program under which an employer permits group solicitation of its employees or an association permits group solicitation of its members for the purchase of Policies on an individual basis. The sales charge, monthly deductions, surrender charges, and other charges described above may be reduced for Policies issued in connection with group or sponsored arrangements. Such arrangements may include sales without withdrawal 39 50 charges and deductions to employees, officers, directors, agents, immediate family members of the foregoing, and employees of agents of Manufacturers Life and its subsidiaries. In addition, pursuant to an exemptive order granted by the SEC on April 10, 1996, Manufacturers Life of America may issue Policies in group or sponsored arrangements which Policies have a surrender charge structure which increases over the life of the Policy. Manufacturers Life of America will issue these Policies in accordance with its rules in effect as of the date an application for a Policy is approved. To qualify for such a reduction, a group or sponsored arrangement must satisfy certain criteria as to, for example, size of the group, expected number of participants and anticipated premium payments from the group. Generally, the sales contacts and effort, administrative costs and mortality cost per Policy vary based on such factors as the size of the group or sponsored arrangements, the purposes for which Policies are purchased and certain characteristics of its members. The amount of reduction and the criteria for qualification will reflect the reduced sales effort and administrative costs resulting from, and the different mortality experience expected as a result of, sales to qualifying groups and sponsored arrangements. Manufacturers Life of America may modify from time to time, on a uniform basis, both the amounts of reductions and the criteria for qualification. Reductions in these charges will not be unfairly discriminatory against any person, including the affected policyowners and all other policyowners funded by the Separate Account. In addition, groups or persons purchasing under a sponsored arrangement may apply for simplified underwriting. If simplified underwriting is granted, the cost of insurance charge may increase as a result of higher anticipated mortality experience. In addition, groups or persons purchasing under a sponsored arrangement may request increases and decreases in face amount at any time after issue and decreases in face amount at any time after an increase in face amount. Increases in face amount requested by groups or persons purchasing under a sponsored arrangement are not subject to a minimum amount. Decreases in face amount may involve imposition of a surrender charge. Are There Special Provisions For Exchanges? Manufacturers Life of America will permit owners of certain fixed benefit life insurance policies issued either by the Company or Manufacturers Life to exchange their policies for the Policies described in this prospectus. A portion of the cash values transferred from such policies will be credited to the Policies without deduction of the 3% sales charge. Moreover, surrender charges under the policies being exchanged or the Policies issued in exchange therefor may be reduced or eliminated. Policy loans made under policies being exchanged may be carried over to the new Policies without repayment at the time of exchange. Policyowners considering an exchange should consult their tax advisers as to the tax consequences of an exchange. Manufacturers Life of America has obtained an order from the Securities and Exchange Commission dated November 28, 1990 pursuant to which holders of Manufacturers Life of America's scheduled premium variable life ("Director 2000") insurance policies may elect to exchange those policies for the Policies 40 51 described in this prospectus (the "Exchange Offer"). The terms and conditions under which Director 2000 policyowners may exchange their policies for the Policies differ from the terms and conditions set forth in this prospectus and are available only to Director 2000 policyowners who accept the Exchange Offer. Those Director 2000 policyowners who accept the Exchange Offer will be able to exchange their existing policies for Policies of like face amount without any new evidence of insurability. No direct or deferred sales charge will be imposed on the cash values rolled over into the Policy. No deferred sales charges or underwriting charges will be imposed on surrenders of Policies acquired through this Exchange Offer except in connection with premium payments attributable to an increase in face amount. Increases in the face amount of a Policy issued pursuant to the Exchange Offer will be permitted one month after issuance. In addition, a Policy may be issued with a face amount less than $25,000 if issued pursuant to the Exchange Offer. What Are The Risk Charges Assessed Against Separate Account Assets? Manufacturers Life of America makes a daily charge to the Separate Account for the mortality and expense risks it assumes under the Policies. This charge is made each Business Day at an annual rate of .65% of the value of the Separate Account's assets. The mortality risk assumed is that lives insured may live for a shorter period of time than the Company estimated. The expense risk assumed is that expenses incurred in issuing and administering the Policies will be greater than the Company estimated. Manufacturers Life of America will realize a gain from this charge to the extent it is not needed to provide benefits and pay expenses under the Policies. Are There Other Relevant Charges? Currently, Manufacturers Life of America makes no charge against the Separate Account for federal, state or local taxes that may be attributable to the Separate Account or to the operations of the Company with respect to the Policies. However, if Manufacturers Life of America incurs any such taxes, it may make a charge or establish a provision for those taxes. Charges will be imposed on certain transfers of Policy Values, including a $15 charge for each Asset Allocation Balancer transfer and a $5 charge for each Dollar Cost Averaging transfer when Policy Value does not exceed $15,000. See Policy Values "Transfers Of Policy Value." The Separate Account purchases shares of the Portfolios at net asset value. The net asset value of those shares reflects: For the Manulife Funds: (i) an investment management fee equivalent to an annual rate of .50% of the value of the average daily net assets of the Emerging Growth Equity Fund, Common Stock Fund, Real Estate Securities Fund, Balanced Assets Fund, Capital Growth Bond Fund and Money-Market Fund; 41 52 (ii) an investment management fee equivalent to an annual rate of (a) .85% of the value of the first $100 million of average daily net assets and (b) .70% of the value of the average daily net assets over $100 million of each of the International Fund and the Pacific Rim Emerging Markets Fund; (iii) an investment management fee equivalent to an annual rate of .25% of the average of daily net assets of the Equity Index Fund, (iv) expenses of up to .50% and .65% per annum assessed against the assets of the International Fund and the Pacific Rim Emerging Markets Fund, respectively; and (v) expenses of up to .15% per annum assessed against the assets of the Equity Index Fund; and (vi) other expenses already deducted from the assets of the Manulife Funds. For the NASL Trusts: (i) investment management fee equivalent to an annual rate of .80% of the value of the average daily net assets of the Value Equity Trust; (ii) investment management fee equivalent to an annual rate of .65% of the value of the average daily net assets of the U.S. Government Securities Trust; (iii) investment management fee equivalent to an annual rate of .75% of the value of the average daily net assets of the Growth and Income Trust; (iv) investment management fee equivalent to an annual rate of .75% of the value of the average daily net assets of the Equity Trust; (v) investment management fee equivalent to an annual rate of .75% of the average daily net assets of the Conservative Asset Allocation Trust; (vi) investment management fee equivalent to an annual rate of .75% of the average daily net assets of the Moderate Asset Allocation Trust; (vii) investment management fee equivalent to an annual rate of .75% of the average daily net assets of the Conservative Asset Allocation Trust; (viii) expenses of up to .50% per annum assessed against the assets of each of the NASL Trusts; and (ix) other expenses already deducted from the assets of the NASL Trusts. Detailed information concerning such fees and expenses is set forth under the caption "Management Of The Funds" in the Prospectus for the Manulife Series Fund that accompanies this Prospectus and under the caption "Management of The Trust" in the Prospectus for the NASL Series Trust that accompanies this Prospectus. The General Account 42 53 By virtue of exclusionary provisions, interests in the general account of Manufacturers Life of America have not been registered under the Securities Act of 1933 and the general account has not been registered as an investment company under the Investment Company Act of 1940. Accordingly, neither the general account nor any interests therein are subject to the provisions of these acts, and as a result the staff of the Securities and Exchange Commission has not reviewed the disclosures in this prospectus relating to the general account. Disclosures regarding the general account may, however, be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in a prospectus. What Is 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. A policyowner may elect to allocate net premiums to the Guaranteed Interest Account or to transfer all or a portion of the Policy Value to the Guaranteed Interest Account from the Investment Accounts. Manufacturers Life of America will hold the reserves required for any portion of the Policy Value allocated to the Guaranteed Interest Account in its general account. However, an allocation of Policy Value to the Guaranteed Interest Account does not entitle the policyowner to share in the investment experience of the general account. Instead, Manufacturers Life of America guarantees that the Policy Value in the Guaranteed Interest Account will accrue interest daily at an effective annual rate of at least 4%, without regard to the actual investment experience of the general account. 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 his or her death benefit will be determinable and guaranteed. Transfers from the Guaranteed Interest Account to the Investment Accounts are subject to restrictions (see Policy Values "What Is The Policy Value And How Is It Determined?"). The Policy Value in the Guaranteed Interest Account is equal to the portion of the net premiums allocated to it, plus any amounts transferred to it and interest credited to it minus any charges deducted from it or partial withdrawals or amounts transferred from it. Manufacturers Life of America guarantees that the interest credited to the Policy Value in the Guaranteed Interest Account will not be less than an effective annual rate of 4%. The Company may, at its sole discretion, credit a higher rate of interest, although it is not obligated to do so. The policyowner assumes the risk that interest credited may not exceed the guaranteed minimum rate of 4% per year. Other Provisions What Supplementary Benefits Are Available? Subject to certain requirements, one or more supplementary benefits may be added to a Policy, including those providing term insurance for various persons, guaranteeing insurability, providing accidental death coverage, waiving monthly 43 54 deductions upon disability, guaranteeing the Policy Value and, in the case of corporate-owned Policies, permitting a change of the life insured. The guarantee of Policy Value is a supplementary benefit which guarantees that at the life insured's age 65 the Policy Value will at least equal the value that would have accumulated if all net premiums had been allocated to the Guaranteed Interest Account with interest credited at an effective annual rate of 5.5% and maximum charges for cost of insurance and supplementary benefits, where appropriate. This supplementary benefit must be made a part of the Policy at issue, and the minimum premium requirement of the Policy must be satisfied at all times for the guarantee to remain in effect. The cost of the benefit for each $1,000 of face amount ranges from 1 cent to 4 cents per month, depending on the current age of the life insured. More detailed information concerning this and other supplementary benefits may be obtained from an authorized agent of the Company. The cost of any supplementary benefits will be deducted as part of the monthly deduction. See Charges "What Are The Monthly Deductions?" Under What Circumstances May Fund Shares Be Substituted? Although Manufacturers Life of America believes it to be highly unlikely, it is possible that in the judgment of its management, one or more of the Funds may become unsuitable for investment by the Separate Account because of a change in investment policy or a change in the applicable laws or regulations, because the shares are no longer available for investment, or for some other reason. In that event, Manufacturers Life of America may seek to substitute the shares of another Fund or of an entirely different mutual fund. Before this can be done, the approval of the S.E.C. and one or more state insurance departments may be required. Manufacturers Life of America also reserves the right to combine other separate accounts with the Separate Account, to establish additional sub-accounts within the Separate Account, to operate the Separate Account as a management investment company or other form permitted by law, and to de-register the Separate Account under the 1940 Act. Any such change would be made only if permissible under applicable federal and state law. The investment objective of the Separate Account will not be changed materially without the approval of the Insurance Commissioner of the Commonwealth of Pennsylvania. Policyowners will be advised of any such change at the time it is made. What Are The Other General Policy Provisions? Beneficiary. One or more beneficiaries of the Policy may be appointed by the policyowner by naming them in the application. Beneficiaries may be appointed in three classes primary, secondary and final. There after the beneficiary may be changed by the policyowner during the life insured's lifetime by giving written notice to Manufacturers Life of America in a form satisfactory to it unless an irrevocable designation has been elected. If the life insured dies and there is no surviving beneficiary, the policyowner, or the policyowner's estate if the policyowner is the life insured, will be the beneficiary. If a beneficiary dies before the seventh day after the death of the life insured, the Company will pay the insurance benefit as if the beneficiary had died before the life insured. 44 55 Incontestability. Manufacturers Life of America will not contest the validity of a Policy after it has been in force during the life insured's lifetime for two years from the policy date. It will not contest the validity of an increase in face amount or the addition of a supplementary benefit after such increase or addition has been in force during the life insured's lifetime for two years. If a Policy has been reinstated and been in force for less than two years from the reinstatement date, the Company can contest any misrepresentation of a fact material to the reinstatement. Misstatement Of Age Or Sex. If the life insured's stated age or sex or both in the Policy are incorrect, Manufacturers Life of America will change the face amount of insurance so that the death benefit will be that which the most recent monthly charge for the cost of insurance would have bought for the correct age and sex. Suicide Exclusion. If the life insured, whether sane or insane, dies by suicide within one year from the policy date, Manufacturers Life of America will pay only the premiums paid less any partial withdrawals of the Net Cash Surrender Value and any amount in the Loan Account. If the life insured should die by suicide within one year after a face amount increase, the death benefit for the increase will be limited to the monthly deduction for the increase. Assignment. Manufacturers Life of America will not be bound by an assignment until it receives a copy of it at its Service Office. Manufacturers Life of America assumes no responsibility for the validity or effects of any assignment. When Are Proceeds Paid? As long as the Policy is in force, Manufacturers Life of America will ordinarily pay any policy loans, partial withdrawals, Net Cash Surrender Value or any insurance benefit within seven days after receipt at the Manufacturers Life of America Service Office of all the documents required for such a payment. The Company may delay the payment of any policy loans, partial withdrawals, Net Cash Surrender Value or the portion of any insurance benefit that depends on Investment Account values for up to six months if such payments are based on values which do not depend on the investment performance of the sub-accounts; otherwise for any period during which the New York Stock Exchange is closed for trading (except for normal holiday closings) or when the Securities and Exchange Commission has determined that a state of emergency exists which may make such payment impracticable. What Reports Will Be Sent To Policyowners? Within 30 days after each policy anniversary, Manufacturers Life of America will send the policyowner a statement showing, among other things, the amount of the death benefit, the Policy Value and its allocation among the Investment Accounts, the Guaranteed Interest Account and the Loan Account, the value of the units in each Investment Account to which the Policy Value is allocated, any Loan Account balance and any interest charged since the last report, the premiums paid and policy transactions made during the period since the last statement and any other information required by law. 45 56 Each policyowner will also be sent an annual and a semi-annual report for the Series Fund which will include a list of the securities held in each Fund as required by the 1940 Act. Other Matters What Is The Federal Tax Treatment Of Policies? The following summary provides a general description of the federal income tax considerations associated with the Policy and does not purport to be complete or to cover all situations. This discussion is not intended as tax advice. Counsel or other competent tax advisers should be consulted for more complete information. This discussion is based upon the Company's understanding of the present federal income tax laws as they are currently interpreted by the Internal Revenue Service (the "Service"). No representation is made as to the likelihood of continuation of the present federal income tax laws nor of the current interpretations by the Service. WE DO NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF ANY POLICY OR ANY TRANSACTION REGARDING THE POLICIES. The Policies may be used in various arrangements, including non-qualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if the use of such Policies in any such arrangement, the value of which depends in part on tax consequences, is contemplated, a qualified tax adviser should be consulted for advice on the tax attributes of the particular arrangement. Tax Status Of The Policy Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code") sets forth a definition of a life insurance contract for federal tax purposes. The Secretary of Treasury (the "Treasury") is authorized to prescribe regulations implementing Section 7702. However, while proposed regulations and other interim guidance have been issued, final regulations have not been adopted and guidance as to how Section 7702 is to be applied is limited. If a Policy were determined not to be a life insurance contract for purposes of Section 7702, such Policy would not provide the tax advantages normally provided by a life insurance policy. With respect to a Policy issued on the basis of a standard rate class, the Company believes (largely in reliance on IRS Notice 88-128 and the proposed mortality charge regulations under Section 7702, issued on July 5, 1991) that such a Policy should meet the Section 7702 definition of a life insurance contract. With respect to a Policy that is issued on a substandard basis (i.e., a premium class involving higher-than-standard mortality risk), there is less guidance, in particular as to how mortality and other expense requirements of Section 7702 are to be applied in determining whether such a Policy meets the Section 7702 46 57 definition of a life insurance contract. Thus, it is not clear whether or not such a Policy would satisfy Section 7702, particularly if the policyowner pays the full amount of premiums permitted under the Policy. If it is subsequently determined that a Policy does not satisfy Section 7702, the Company may take whatever steps are appropriate and reasonable to attempt to cause such a Policy to comply with Section 7702. For these reasons, the Company reserves the right to restrict Policy transactions as necessary to attempt to qualify it as a life insurance contract under Section 7702. Section 817(h) of the Code requires that the investments of the Separate Account be "adequately diversified" in accordance with Treasury regulations in order for the Policy to qualify as a life insurance contract under Section 7702 of the Code (discussed above). The Separate Account, through the Series Fund, intends to comply with the diversification requirements prescribed in Treas. Reg. Sec.1.817-5, which affect how the Series Fund's assets are to be invested. The Company believes that the Separate Account will thus meet the diversification requirement, and the Company will monitor continued compliance with the requirement. In certain circumstances, owners of variable life insurance Policies may be considered the owners, for federal income tax purposes, of the assets of the separate account used to support their Policies. In those circumstances, income and gains from the separate account assets would be includible in the variable policyowner's gross income. The IRS has stated in published rulings that a variable policyowner will be considered the owner of separate account assets if the policyowner possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets. The Treasury Department has also announced, in connection with the issuance of regulations concerning diversification, that those regulations "do not provide guidance concerning the circumstances in which investor control of the investments of a segregated asset account may cause the investor (i.e., the policyowner), rather than the insurance company, to be treated as the owner of the assets in the account." This announcement also stated that guidance would be issued by way of regulations or rulings on the "extent to which policyowners may direct their investments to particular subaccounts without being treated as owners of the underlying assets." The ownership rights under the Policy are similar to, but different in certain respects from, those described by the IRS in rulings in which it was determined that policyowners were not owners of separate account assets. For example, the owner has additional flexibility in allocating premium payments and Policy Values. These differences could result in an owner being treated as the owner of a pro rata portion of the assets of the Separate Account. In addition, the Company does not know what standards will be set forth, if any, in the regulations or rulings which the Treasury Department has stated it expects to issue. The Company therefore reserves the right to modify the Policy as necessary to attempt to prevent an owner from being considered the owner of a pro rata share of the assets of the Separate Account. The following discussion assumes that the Policy will qualify as a life insurance 47 58 contract for federal income tax purposes. What Is The Tax Treatment Of Policy Benefits? In General. The Company believes that the proceeds and cash value increases of a Policy should be treated in a manner consistent with a fixed-benefit life insurance policy for federal income tax purposes. Thus, the death benefit under the Policy should be excludable from the gross income of the beneficiary under Section 101(a)(1) of the Code. Depending on the circumstances, the exchange of a Policy, a change in the Policy's death benefit option, a Policy loan, a partial withdrawal, a surrender, a change in ownership, a change of insured, the addition of an accelerated death benefit rider, or an assignment of the Policy may have federal income tax consequences. In addition, federal, state and local transfer, and other tax consequences of ownership or receipt of Policy proceeds depend on the circumstances of each policyowner or beneficiary. Generally, the policyowner will not be deemed to be in constructive receipt of the Policy Value, including increments thereof, until there is a distribution. The tax consequences of distributions from, and loans taken from or secured by, a Policy depend on whether the Policy is classified as a "Modified Endowment Contract." Upon a complete surrender or lapse of a Policy or when benefits are paid at a Policy's maturity date, if the amount received plus the amount of indebtedness exceeds the total investment in the Policy, the excess will generally be treated as ordinary income subject to tax, regardless of whether the Policy is or is not a Modified Endowment Contract. Modified Endowment Contracts. Section 7702A establishes a class of life insurance contracts designated as "Modified Endowment Contracts," which applies to Policies entered into or materially changed after June 20, 1988. Because of the Policy's flexibility, classification as a Modified Endowment Contract will depend on the individual circumstances of each Policy. In general, a Policy will be a Modified Endowment Contract if the accumulated premiums paid at any time during the first seven policy years exceed the sum of the net level premiums which would have been paid on or before such time if the Policy provided for paid-up future benefits after the payment of seven level annual premiums. The determination of whether a Policy will be a Modified Endowment Contract after a material change generally depends upon the relationship of the death benefit and Policy Value at the time of such change and the additional premiums paid in the seven years following the material change. If a premium is credited or transaction conducted which would cause the Policy to become a Modified Endowment Contract, the Company will notify the policyowner that unless a refund of the excess premium is requested by the policyowner within 45 days of the policy anniversary next occurring, thereafter the Policy will become a Modified Endowment Contract. Further, if a transaction occurs which reduces the face amount of the Policy, the Policy will be retested, retroactive to the date of purchase, to determine compliance with the seven-pay test based on the lower face amount. Failure to 48 59 comply would result in classification as a Modified Endowment Contract regardless of any efforts by the Company to provide a payment schedule that will not violate the seven-pay test. The rules relating to whether a Policy will be treated as a Modified Endowment Contract are extremely complex and cannot be adequately described in the limited confines of this summary. Therefore, a current or prospective policyowner should consult with a competent adviser to determine whether a transaction will cause the Policy to be treated as a Modified Endowment Contract. Distributions From Policies Classified As Modified Endowment Contracts. Policies classified as Modified Endowment Contracts will be subject to the following tax rules: First, all partial withdrawals from such a Policy are treated as ordinary income subject to tax up to the amount equal to the excess (if any) of the Policy Value immediately before the distribution over the investment in the Policy (described below) at such time. Second, loans taken from or secured by such a Policy are treated as partial withdrawals from the Policy and taxed accordingly. Past-due loan interest that is added to the loan amount is treated as a loan. Third, a 10% additional income tax is imposed on the portion of any distribution (including distributions upon surrender) from, or 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's becoming disabled, or is part of a series of substantially equal periodic payments for the life (or life expectancy) of the policyowner or the joint lives (or joint life expectancies) of the policyowner and the policyowner's beneficiary. Distributions From Policies Not Classified As Modified Endowment Contracts. A distribution from a Policy that is not a Modified Endowment Contract is generally treated as a tax-free recovery by the policyowner of the investment in the Policy (described below) to the extent of such investment in the Policy, and as a distribution of taxable income only to the extent the distribution exceeds the investment in the Policy. An exception to this general rule occurs in the case of a decrease in the Policy's death benefit or any other change that reduces benefits under the Policy in the first 15 years after the Policy is issued and that results in a cash distribution to the policyowner in order for the Policy to continue complying with the Section 7702 definitional limits. Such a cash distribution will be taxed in whole or in part as ordinary income (to the extent of any gain in the Policy) under rules prescribed in Section 7702. Loans from, or secured by, a Policy that is not a Modified Endowment Contract are not treated as distributions. Instead, such loans are treated as indebtedness of the policyowner. Select Loans may, however, be treated as a distribution. Finally, neither distributions (including distributions upon surrender) nor loans from, or secured by, a Policy that is not a Modified Endowment Contract are subject to the 10% additional tax. Policy Loan Interest. Generally, personal interest paid on any loan under a Policy which is owned by an individual is not deductible. In addition, interest on any loan under a Policy owned by a taxpayer and covering the life of any 49 60 individual who is an officer or employee of or is financially interested in the business carried on by that taxpayer will not be tax deductible to the extent the aggregate amount of such loans with respect to contracts covering such individual exceeds $50,000. The deduction of interest on Policy loans may also be subject to other restrictions under Section 264 of the Code. Investment In The Policy. Investment in the Policy means (i) the aggregate amount of any premiums or other consideration paid for a Policy, minus (ii) the aggregate amount received under the Policy which has been excluded from gross income of the policyowner (except that the amount of any loan from, or secured by, a Policy that is a Modified Endowment Contract, to the extent such amount has been excluded from gross income, will be disregarded), plus (iii) the amount of any loan from, or secured by, a Policy that is a Modified Endowment Contract to the extent that such amount has been included in the gross income of the policyowner. Multiple Policies. All Modified Endowment Contracts that are issued by the Company (or its affiliates) to the same policyowner during any calendar year are treated as one Modified Endowment Contract for purposes of determining the amount includible in the gross income under Section 72(e) of the Code. What Are The Company's Tax Considerations? As a result of the Omnibus Budget Reconciliation Act of 1990, insurance companies are generally required to capitalize and amortize certain policy acquisition expenses over a 10-year period rather than currently deducting such expenses. This treatment applies to the deferred acquisition expenses of a Policy and results in a significantly higher corporate income tax liability for the Company. 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. Who Sells The Policies And What Are The Sales Commissions? ManEquity, Inc., an indirect wholly-owned subsidiary of Manufacturers Life, will act as the principal underwriter of, and continuously offer, the Policies pursuant to a Distribution Agreement with Manufacturers Life of America. ManEquity, Inc. is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers. The Policies will be sold by registered representatives of either ManEquity, Inc. or other broker-dealers having distribution agreements with ManEquity, Inc. who are also authorized by state insurance departments to do so. A registered representative will receive first-year commissions not to exceed 50% of premiums paid up to the "target commissionable premium," commissions of 3% of premiums in excess thereof and, on and after the third anniversary, 0.15% of the Policy Value per annum. In addition, representatives may be eligible for bonuses of up to 90% of first-year commissions. Representatives who meet certain productivity standards with regard to the sale of the Policies and certain other policies 50 61 issued by Manufacturers Life of America or Manufacturers Life will be eligible for additional compensation. What Responsibilities Has Manufacturers Life Assumed? Manufacturers Life has entered into an agreement with ManEquity, Inc. pursuant to which Manufacturers Life, 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 for all sales commissions paid by Manufacturers Life and will pay Manufacturers Life for its other services under the agreement in such amounts and at such times as agreed to by the parties. Manufacturers Life has also entered into a Service Agreement with Manufacturers Life of America pursuant to which Manufacturers Life will provide to Manufacturers Life of America in Toronto, Ontario, Canada 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 has entered into a Stoploss Reinsurance Agreement with Manufacturers Life of America under which Manufacturers Life reinsures all aggregate claims in excess of 110% of the expected claims for all Flexible Premium Variable Life Insurance Policies. Under the agreement Manufacturers Life will automatically reinsure the risk for any one life up to a maximum of $7,500,000, except in the case of aviation risks where the maximum will be $5,000,000. However, Manufacturers Life may also consider reinsuring any non-aviation risk in excess of $7,500,000 and any aviation risk in excess of $5,000,000. What Are The Voting Rights? As stated above, all of the assets held in the sub-accounts of the Separate Account will be invested in shares of a particular Portfolio of Manulife Series Fund or NASL Series 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 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. 51 62 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 Manulife Fund or NASL Trust. The number will be determined as of a date chosen by Manufacturers Life of America, but not more than 90 days before the shareholders' meeting. Fractional votes are counted. Voting instructions will be solicited in writing at least 14 days prior to the meeting. Manufacturers Life of America may, if required by state insurance officials, disregard voting instructions if such instructions would require shares to be voted so as to cause a change in the sub-classification or investment policies of one or more of the Portfolios, or to approve or disapprove an investment management contract. In addition, Manufacturers Life of America itself may disregard voting instructions that would require changes in the investment policies or investment adviser, provided that Manufacturers Life of America reasonably disapproves such changes in accordance with applicable federal regulations. If Manufacturers Life of America does disregard voting instructions, it will advise policyowners of that action and its reasons for such action in the next communication to policyowners. Who Are The Directors And Officers Of Manufacturers Life of America? The directors and executive officers of Manufacturers Life of America, together with their principal occupations during the past five years, are as follows:
Position With Manufacturers Life Name of America Principal Occupation William Atherton Director Vice President U.S. Annuities (57) -- 1996-present, The Manufacturers Life Insurance Company; President -- 1957-1996, North American Life Assurance Company Sandra M. Cotter Director Attorney 1989-present, Dykema (34) Gossett James D. Gallagher Director, Secretary, Vice President, Legal Services (42) and General Counsel --January 1996-present, The Manufacturers Life Insurance Company; Vice President, Secretary and General Counsel-- 1994-present, North American Security Life; Vice President and Associate General Counsel-- 1991-1994, The Prudential Insurance Company of America
52 63
Position With Manufacturers Life Name of America Principal Occupation Bruce Gordon Director Vice President, U.S. Operations (53) - Pensions -- 1990-present, The Manufacturers Life Insurance Company Donald A. Guloien Director and President Senior Vice President, Business (39) Development 1994-present, The Manufacturers Life Insurance Company; Vice President, U.S. Individual Business -- 1990-1994, The Manufacturers Life Insurance Company Theodore Kilkuskie, Jr. Director Vice President, U.S. Individual (41) Insurance -- June 1995-present, The Manufacturers Life Insurance Company; Executive Vice President, Mutual Funds -- January 1995-May 1995, State Street Research; Vice President, Mutual Funds -- 1987-1994, Metropolitan Life Insurance Company Joseph J. Pietroski Director Senior Vice President, General (58) Counsel and Corporate Secretary -- 1988-present, The Manufacturers Life Insurance Company John D. Richardson Chairman and Director Senior Vice President and General (58) Manager, U.S. Operations 1995-present, The Manufacturers Life Insurance Company; Senior Vice President and General Manager, Canadian Operations 1992-1994, The Manufacturers Life Insurance Company; Senior Vice President, Financial Services 1992, The Manufacturers Life Insurance Company; Executive Vice Chairman and CFO -- 1989-1991, Canada Trust John R. Ostler Vice President, Chief Financial Vice President -- 1992- (43) Actuary and Treasurer present, The Manufacturers Life Insurance Company; Vice President, Insurance Products -- 1990-1992, The Manufacturers Life Insurance Company
53 64
Position With Manufacturers Life Name of America Principal Occupation Douglas H. Myers Vice President, Assistant Vice President and (42) Finance and Compliance Controller, U.S. Operations -- Controller 1988-present, The Manufacturers Life Insurance Company Hugh McHaffie Vice President Vice President & Product Actuary -- (37) June 1990-present, North American Security Life
What State Regulations Apply? Manufacturers Life of America is subject to regulation and supervision by the Michigan Department of Insurance, which periodically examines its financial condition and operations. It is also subject to the insurance laws and regulations of all jurisdictions in which it is authorized to do business. The Policies have been filed with insurance officials, and meet all standards set by law, in each jurisdiction where they are sold. Manufacturers Life of America is required to submit annual statements of its operations, including financial statements, to the insurance departments of the various jurisdictions in which it does business for the purposes of determining solvency and compliance with local insurance laws and regulations. Is There Any Litigation Pending? No litigation is pending that would have a material effect upon the Separate Account or the Series Fund. Where Can Further Information Be Found? A registration statement under the Securities Act of 1933 has been filed with the S.E.C. relating to the offering described in this prospectus. This prospectus does not include all the information set forth in the registration statement. The omitted information may be obtained from the S.E.C.'s principal office in Washington, D.C. upon payment of the prescribed fee. For further information you may also contact Manufacturers Life of America's Service Office, the address and telephone number of which are on the first page of this prospectus. Legal Considerations 54 65 On July 6, 1983, the Supreme Court of The United States held in Arizona Governing Committee v. Norris that certain annuity benefits provided by employers' retirement and fringe benefit programs may not, under Title VII of the Civil Rights Act of 1964, vary between men and women. Unless requested by the applicant, the Policy which will be issued by Manufacturers Life of America will be based on actuarial tables which distinguish between men and women and thus provide different benefits to men and women of the same age. Accordingly, employers and employee organizations should consider, in consultation with legal counsel, the effect of Norris or any other applicable law on any employment-related insurance benefit program before purchasing a Policy. If requested by the applicant, Manufacturers Life of America may offer the Policy with provisions based on actuarial tables that do not differentiate on the basis of sex to such prospective purchasers in states where the unisex version of the Policy has been approved. The State of Montana currently prohibits the use of actuarial tables that distinguish between men and women in determining premiums and policy benefits for policies issued on the life of any of its residents. Consequently, a Policy will be issued pursuant to the offer contained in this prospectus to a Montana resident having premiums and benefits which are based on actuarial tables that do not differentiate on the basis of sex. Legal Matters The legal validity of the policies has been passed on by Stephen C. Nesbitt, Esq., formerly Secretary and General Counsel of Manufacturers Life of America. Jones & Blouch L.L.P., Washington D.C., has passed on certain matters relating to the federal securities laws. Experts The financial statements of The Manufacturers Life Insurance Company of America and of The Manufacturers Life Insurance Company of America Separate Account Four appearing in this prospectus for the periods ending December 31 have been audited by Ernst & Young LLP, independent auditors to the extent indicated in their reports thereon also appearing elsewhere herein. Such financial statements have been included herein in reliance upon such reports given upon the authority of such firm as experts in auditing and accounting. 55 66 FINANCIAL STATEMENTS The financial statements of Manufacturers Life of America included herein should be distinguished from the financial statements of the Account and should be considered only as bearing upon the ability of Manufacturers Life of America to meet its obligations under the Policies. 56 67 Report of Independent Auditors To the Board of Directors The Manufacturers Life Insurance Company of America We have audited the statement of assets and liabilities of Separate Account Four of The Manufacturers Life Insurance Company of America (comprising, respectively, the Emerging Growth Equity Sub-Account, Common Stock Sub-Account, Real Estate Securities Sub-Account, Balanced Assets Sub-Account, Capital Growth Bond Sub-Account, Money Markets Sub-Account, International Sub-Account, and Pacific Rim Emerging Markets Sub-Account) as of December 31, 1995 and the related statement of operations for the year then ended, and the statements of changes in net assets for each of the periods presented herein. 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. 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 Four of The Manufacturers Life Insurance Company of America at December 31, 1995, and the results of its operations for the year then ended and changes in its net assets for each of the periods presented herein, in conformity with generally accepted accounting principles. Ernst & Young LLP Philadelphia, Pennsylvania February 2, 1996 57 68 Separate Account Four of The Manufacturers Life Insurance Company of America Statement of Assets and Liabilities December 31, 1995
EMERGING COMMON REAL ESTATE GROWTH EQUITY STOCK SECURITIES SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT ---------------------------------------------- ASSETS Investment in Manulife Series Fund, Inc.-- at market value: Emerging Growth Equity Fund, 2,259,310 shares (cost $43,821,087) $52,209,337 Common Stock Fund, 1,174,532 shares (cost $17,032,473) $20,283,176 Real Estate Securities Fund, 919,394 shares (cost $13,056,459) $13,885,851 Balanced Assets Fund, 2,284,961 shares (cost $34,437,481) Capital Growth Bond Fund, 1,128,394 shares (cost $12,717,152) Money Market Fund, 550,064 shares (cost $5,796,572) International Fund, 169,513 shares (cost $1,698,017) Pacific Rim Emerging Markets Fund, 134,397 shares (cost $1,277,433) ---------------------------------------------- 52,209,337 20,283,176 13,885,851 Receivable (payable) for policy-related transactions 54,898 3,134 (4,101) ============================================== Net assets $52,264,235 $20,286,310 $13,881,750 ============================================== Units outstanding 1,007,406 742,544 520,501 ============================================== Net asset value per unit $ 51.88 $ 27.32 $ 26.67 ==============================================
See accompanying notes. 58 69
BALANCED CAPITAL ASSETS GROWTH BOND MONEY MARKET INTERNATIONAL SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT ----------------------------------------------------------------- ASSETS Investment in Manulife Series Fund, Inc.-- at market value: Emerging Growth Equity Fund, 2,259,310 shares (cost $43,821,087) Common Stock Fund, 1,174,532 shares (cost $17,032,473) Real Estate Securities Fund, 919,394 shares (cost $13,056,459) Balanced Assets Fund, 2,284,961 shares (cost $34,437,481) $39,194,191 Capital Growth Bond Fund, 1,128,394 shares (cost $12,717,152) $12,746,903 Money Market Fund, 550,064 shares (cost $5,796,572) $5,962,404 International Fund, 169,513 shares (cost $1,698,017) $1,808,441 Pacific Rim Emerging Markets Fund, 134,397 shares (cost $1,277,433) --------------------------------------------------------------- 39,194,191 12,746,903 5,962,404 1,808,441 Receivable (payable) for policy-related transactions 33,342 13,129 2,788 2,976 =============================================================== Net assets $39,227,533 $12,760,032 $5,965,192 $1,811,417 =============================================================== Units outstanding 1,700,370 649,696 404,694 168,347 =============================================================== Net asset value per unit $ 23.07 $ 19.64 $ 14.74 $ 10.76 ===============================================================
PACIFIC RIM EMERGING MARKETS SUB-ACCOUNT TOTAL ----------------------------------- ASSETS Investment in Manulife Series Fund, Inc.-- at market value: Emerging Growth Equity Fund, 2,259,310 shares (cost $43,821,087) $ 52,209,337 Common Stock Fund, 1,174,532 shares (cost $17,032,473) 20,283,176 Real Estate Securities Fund, 919,394 shares (cost $13,056,459) 13,885,851 Balanced Assets Fund, 2,284,961 shares (cost $34,437,481) 39,194,191 Capital Growth Bond Fund, 1,128,394 shares (cost $12,717,152) 12,746,903 Money Market Fund, 550,064 shares (cost $5,796,572) 5,962,404 International Fund, 169,513 shares (cost $1,698,017) 1,808,441 Pacific Rim Emerging Markets Fund, 134,397 shares (cost $1,277,433) $1,391,751 1,391,751 ----------------------------------- 1,391,751 147,482,054 Receivable (payable) for policy-related transactions (30) 106,136 =================================== Net assets $ 1,391,721 $147,588,190 =================================== Units outstanding 133,434 ============ Net asset value per unit $ 10.43 ============
59 70 Separate Account Four of The Manufacturers Life Insurance Company of America Statement of Operations Year ended December 31, 1995
EMERGING REAL ESTATE GROWTH EQUITY COMMON STOCK SECURITIES SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT ----------------------------------------------- Investment income: Dividend income $1,225,634 $ - $ 226,773 Expenses: Mortality and expense risks charge 270,835 105,143 78,656 -------------------------------------------- Net investment income (loss) 954,799 (105,143) 148,117 -------------------------------------------- Realized and unrealized gain (loss) on investments: Realized gain (loss) from security transactions: Proceeds from sales 2,832,896 1,361,365 1,615,880 Cost of securities sold 2,206,988 1,152,296 1,447,729 -------------------------------------------- Net realized gain (loss) 625,908 209,069 168,151 -------------------------------------------- Unrealized appreciation (depreciation) of investments: Beginning of year 111,061 (784,068) (567,347) End of year 8,388,250 3,250,703 829,392 -------------------------------------------- Net unrealized appreciation during the year 8,277,189 4,034,771 1,396,739 -------------------------------------------- Net realized and unrealized gain on investments 8,903,097 4,243,840 1,564,890 -------------------------------------------- Net increase in net assets derived from operations $9,857,896 $4,138,697 $1,713,007 ============================================
See accompanying notes. 60 71
BALANCED CAPITAL PACIFIC RIM ASSETS GROWTH BOND MONEY MARKET INTERNATIONAL EMERGING MARKETS SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT TOTAL ---------------------------------------------------------------------------------------- Investment income: Dividend income $ 46,122 $ 886,880 $ 268 $ 42,811 $ 16,639 $ 2,445,127 Expenses: Mortality and expense risks charge 212,093 68,677 36,426 7,535 5,651 785,016 ---------------------------------------------------------------------------------------- Net investment income (loss) (165,971) 818,203 (36,158) 35,276 10,988 1,660,111 ---------------------------------------------------------------------------------------- Realized and unrealized gain (loss) on investments: Realized gain (loss) from security transactions: Proceeds from sales 3,475,264 933,993 3,529,055 71,517 56,135 13,876,105 Cost of securities sold 3,283,870 952,316 3,419,405 69,179 56,923 12,588,706 ---------------------------------------------------------------------------------------- Net realized gain (loss) 191,394 (18,323) 109,650 2,338 (788) 1,287,399 ---------------------------------------------------------------------------------------- Unrealized appreciation (depreciation) of investments: Beginning of year (2,255,674) (1,013,152) (31,424) (924) (5,485) (4,547,013) End of year 4,756,710 29,751 165,832 110,424 114,318 17,645,380 ---------------------------------------------------------------------------------------- Net unrealized appreciation during the year 7,012,384 1,042,903 197,256 111,348 119,803 22,192,393 ---------------------------------------------------------------------------------------- Net realized and unrealized gain on investments 7,203,778 1,024,580 306,906 113,686 119,015 23,479,792 ---------------------------------------------------------------------------------------- Net increase in net assets derived from operations $ 7,037,807 $ 1,842,783 $ 270,748 $148,962 $130,003 $25,139,903 ========================================================================================
61 72 Separate Account Four of The Manufacturers Life Insurance Company of America Statements of Changes in Net Assets Years ended December 31, 1995 and 1994
EMERGING GROWTH COMMON STOCK REAL ESTATE SECURITIES EQUITY SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT -------------------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DEC. 31/95 DEC. 31/94 DEC. 31/95 DEC. 31/94 DEC. 31/95 DEC. 31/94 -------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income (loss) $ 954,799 $ (53,653) $ (105,143) $ 554,517 $ 148,117 $ 177,093 Net realized gain (loss) 625,908 259,712 209,069 92,981 168,151 108,207 Unrealized appreciation (depreciation) of investments during the period 8,277,189 (1,227,841) 4,034,771 (1,183,509) 1,396,739 (691,776) -------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from operations 9,857,896 (1,021,782) 4,138,697 (536,011) 1,713,007 (406,476) -------------------------------------------------------------------------------------------- FROM CAPITAL TRANSACTIONS Additions (deductions) from: Transfer of net premiums 15,756,405 14,531,343 5,345,309 5,946,303 4,283,407 4,968,671 Transfer of terminations (4,775,355) (2,706,223) (2,397,088) (1,073,532) (1,478,397) (931,394) Transfer of policy loans (383,960) (308,656) (139,168) (97,701) (43,920) (85,424) Net interfund transfers 808,068 322,712 601,941 (252,248) (1,220,289) 267,605 -------------------------------------------------------------------------------------------- 11,405,158 11,839,176 3,410,994 4,522,822 1,540,801 4,219,458 -------------------------------------------------------------------------------------------- Net increase in net assets 21,263,054 10,817,394 7,549,691 3,986,811 3,253,808 3,812,982 NET ASSETS Beginning of year 31,001,181 20,183,787 12,736,619 8,749,808 10,627,942 6,814,960 -------------------------------------------------------------------------------------------- End of year $ 52,264,235 $ 31,001,181 $ 20,286,310 $ 12,736,619 $ 13,881,750 $ 10,627,942 ============================================================================================
See accompanying notes. 62 73
BALANCED ASSETS CAPITAL GROWTH MONEY MARKET SUB-ACCOUNT BOND SUB-ACCOUNT SUB-ACCOUNT --------------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DEC. 31/95 DEC. 31/94 DEC. 31/95 DEC. 31/94 DEC. 31/95 DEC. 31/94 --------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income (loss) $ (165,971) $ 1,257,677 $ 818,203 $ 492,509 $ (36,158) $ 120,825 Net realized gain (loss) 191,394 72,510 (18,323) (29,791) 109,650 11,641 Unrealized appreciation (depreciation) of investments during the period 7,012,384 (2,560,365) 1,042,903 (822,528) 197,256 (19,907) --------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from operations 7,037,807 (1,230,178) 1,842,783 (359,810) 270,748 112,559 --------------------------------------------------------------------------------------- FROM CAPITAL TRANSACTIONS Additions (deductions) from: Transfer of net premiums 10,932,103 11,014,712 3,119,374 3,088,112 2,577,889 2,895,838 Transfer of terminations (3,544,462) (3,111,863) (1,316,692) (628,592) (782,380) (1,071,814) Transfer of policy loans (305,026) (287,843) (67,747) (55,847) (36,007) (42,089) Net interfund transfers (1,831,364) (396,171) 730,548 (86,125) (642,476) (234,848) --------------------------------------------------------------------------------------- 5,251,251 7,218,835 2,465,483 2,317,548 1,117,026 1,547,087 --------------------------------------------------------------------------------------- Net increase in net assets 12,289,058 5,988,657 4,308,266 1,957,738 1,387,774 1,659,646 NET ASSETS Beginning of year 26,938,475 20,949,818 8,451,766 6,494,028 4,577,418 2,917,772 --------------------------------------------------------------------------------------- End of year $ 39,227,533 $ 26,938,475 $ 12,760,032 $ 8,451,766 $ 5,965,192 $ 4,577,418 =======================================================================================
63 74 Separate Account Four of The Manufacturers Life Insurance Company of America Statements of Changes in Net Assets (continued) Years ended December 31, 1995 and 1994
INTERNATIONAL PACIFIC RIM EMERGING SUB-ACCOUNT MARKETS SUB-ACCOUNT TOTAL ------------------------------------------------------------------------------------------- YEAR ENDED *PERIOD ENDED YEAR ENDED *PERIOD ENDED YEAR ENDED YEAR ENDED DEC. 31/95 DEC. 31/94 DEC 31//95 DEC. 31/94 DEC. 31/95 DEC. 31/94 ------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income (loss) $ 35,276 $ 533 $ 10,988 $ 572 $ 1,660,111 $ 2,550,073 Net realized gain (loss) 2,338 (215) (788) (31) 1,287,399 515,014 Unrealized appreciation (depreciation) of investments during the period 111,348 (924) 119,803 (5,485) 22,192,393 (6,512,335) ------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from operations 148,962 (606) 130,003 (4,944) 25,139,903 (3,447,248) ------------------------------------------------------------------------------------------- FROM CAPITAL TRANSACTIONS Additions (deductions) from: Transfer of net premiums 468,861 36,857 339,577 37,942 42,822,925 42,519,778 Transfer of terminations (114,292) (2,007) (84,460) (1,460) (14,493,126) (9,526,885) Transfer of policy loans (8,567) - (7,956) - (992,351) (877,560) Net interfund transfers 1,045,046 237,163 839,514 143,505 330,988 1,593 ------------------------------------------------------------------------------------------- 1,391,048 272,013 1,086,675 179,987 27,668,436 32,116,926 ------------------------------------------------------------------------------------------- Net increase in net assets 1,540,010 271,407 1,216,678 175,043 52,808,339 28,669,678 NET ASSETS Beginning of year 271,407 - 175,043 - 94,779,851 66,110,173 ------------------------------------------------------------------------------------------- End of year $ 1,811,417 $ 271,407 $ 1,391,721 $ 175,043 $ 147,588,190 $ 94,779,851 ===========================================================================================
*Reflects the period from commencement of operations October 4, 1994 through December 31, 1994. See accompanying notes. 64 75 Separate Account Four of The Manufacturers Life Insurance Company of America Notes to Financial Statements December 31, 1995 1. ORGANIZATION Separate Account Four 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 currently comprised of eight investment sub-accounts, one for each series of shares of Manulife Series Fund, Inc., available for allocation of net premiums under 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 wholly-owned subsidiary of Manulife Reinsurance Corporation (U.S.A.) ("MRC"), as a separate investment account on March 17, 1987. MRC is a life insurance holding company organized in 1983 under Michigan law and a wholly-owned subsidiary of The Manufacturers Life Insurance Company ("Manulife Financial"), a mutual life insurance company based in Toronto, Canada. The assets of the Separate Account are the property of Manufacturers Life of America. The portion of the Separate Account's assets applicable to the Policies will not be charged with liabilities arising out of any other business Manufacturers Life of America may conduct. The net assets may not be less than the amount required under state insurance law to provide for death (without regard to the minimum death benefit guarantee) and other Policy benefits. 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. 65 76 Separate Account Four of The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 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 the eight Funds of Manulife Series Fund, Inc. and are valued at the reported net asset values of these Funds. Transactions are recorded on the trade date. Net investment income and net realized and unrealized gain (loss) on investments in Manulife Series Fund, Inc. 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 Separate Account operations, it intends to make a charge or establish a provision within the Separate Account for such taxes. USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS The preparation of financial state 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. 66 77 Separate Account Four of The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 3. MORTALITY AND EXPENSE RISKS CHARGE Manufacturers Life of America deducts from the assets of the Separate Account a daily charge equivalent to an annual rate of 0.65% of the average net value of the Separate Account's assets for mortality and expense risks. 4. PREMIUM DEDUCTIONS Manufacturers Life of America deducts a sales charge of 3% and a charge of 2% to cover state premium taxes from the gross single premium and any additional premiums before placing the remaining net premiums in the sub-accounts. 5. PURCHASES AND SALES OF MANULIFE SERIES FUND, INC. SHARES Purchases and sales of the shares of common stock of Manulife Series Fund, Inc. for the year ended December 31, 1995 were $43,364,307 and $13,876,105, respectively, and for the year ended December 31, 1994 were $41,461,367 and $7,038,820, respectively. 6. 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 affiliate, Manulife Financial, 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. 67 78 Report of Independent Auditors The Board of Directors The Manufacturers Life Insurance Company of America We have audited the accompanying balance sheets of The Manufacturers Life Insurance Company of America as of December 31, 1995 and 1994, and the related statements of operations, changes in capital and surplus, and cash flows for each of the three years in the period ended December 31, 1995. 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 financial position of The Manufacturers Life Insurance Company of America at December 31, 1995 and 1994, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles and with reporting practices prescribed or permitted by the Insurance Department of the State of Michigan. Philadelphia, Pennsylvania ERNST & YOUNG LLP February 2, 1996 68 79 The Manufacturers Life Insurance Company of America Balance Sheets DECEMBER 31 1995 1994 ----------------------------- ASSETS Bonds, at amortized cost (market $66,046,733-- 1995 and $51,082,395--1994) $ 62,757,202 $ 52,149,080 Stocks 22,584,259 25,629,580 Short-term investments -- 10,914,561 Policy loans 6,955,292 4,494,390 ------------ ------------ Total investments 92,296,753 93,187,611 Cash 9,674,362 5,069,197 Life insurance premiums deferred and uncollected 504,818 13,646 Accrued investment income 1,059,536 796,333 Separate account assets 480,404,450 302,736,198 Funds receivable on reinsurance assumed -- 880,284 Receivable for undelivered securities 146,328 69,003 Taxes recoverable 3,308,316 -- Investment in subsidiary 1,080,184 -- Other assets 267,015 333,651 ------------ ------------ Total assets $588,741,762 $403,085,923 ============ ============ LIABILITIES, CAPITAL AND SURPLUS Aggregate policy reserves $26,683,090 $29,761,174 Other contract deposits 1,238,943 3,938,425 Interest maintenance and asset valuation reserves 4,742,400 111,566 Policy and contract claims 582,853 94,346 Provision for policyholder dividends payable 2,346,258 1,385,409 Amounts due to affiliates 9,049,217 7,377,108 Payable for undelivered securities 80,821 3,512,459 Accrued liabilities 7,315,315 4,773,565 Separate account liabilities 480,404,450 302,736,198 ------------ ------------ Total liabilities 532,443,347 353,690,250 Capital and surplus: Common shares, par value $1.00; authorized, 5,000,000 shares; issued and outstanding 4,501,857 shares (4,501,855 shares in 1994) 4,501,857 4,501,855 Preferred shares, par value $100; authorized 5,000,000 shares; issued and outstanding 105,000 shares 10,500,000 10,500,000 Surplus note 8,500,000 -- Capital paid in excess of par value 63,500,180 49,849,998 Deficit (30,703,622) (15,456,180) ------------ ------------ Total capital and surplus 56,298,415 49,395,673 ------------ ------------ Total liabilities, capital and surplus $588,741,762 $403,085,923 ============ ============
See accompanying notes. 69 80 The Manufacturers Life Insurance Company of America Statements of Operations
YEAR ENDED DECEMBER 31 1995 1994 1993 ----------------------------------------------- Revenues: Life and annuity premiums, principally reinsurance assumed $5,956,997 $25,385,628 $12,745,981 Other life and annuity considerations 153,859,957 168,075,003 113,332,974 Investment income, net of investment expenses 5,840,560 3,588,629 3,323,962 Amortization of interest maintenance reserve 23,975 19,527 32,866 Commission and expense allowance on reinsurance ceded 147,109 187,694 -- Foreign exchange (loss) gain (284,127) 114,728 (197,971) Other revenue 211,191 54,763 33,935 ------------ ------------ ------------ Total revenues 165,755,662 197,425,972 129,271,747 Benefits paid or provided: (Decrease) increase in aggregate policy reserves (3,078,084) 16,741,569 5,168,484 (Decrease) increase in liability for deposit funds (2,699,482) 654,214 2,820,520 Transfers to separate accounts, net 99,807,392 136,896,150 98,601,141 Death benefits 3,981,377 640,875 582,534 Disability benefits 123,786 -- -- Maturity benefits 207,719 580,615 79,253 Surrender benefits 22,028,224 3,701,591 2,319,926 ------------ ------------ ------------ 120,370,932 159,215,014 109,571,858 Insurance expenses: Management fee 22,864,000 21,222,310 12,378,288 Commissions 21,411,198 23,416,110 14,742,130 General expenses 15,475,621 8,260,467 5,108,104 Commissions and expense allowances on reinsurance assumed 1,014,163 810,252 329,634 ------------ ------------ ------------ 60,764,982 53,709,139 32,558,156 ------------ ------------ ------------ Loss before policyholders' dividends and federal income tax (15,380,252) (15,498,181) (12,858,267) Dividends to policyholders 2,367,002 1,149,719 837,454 ------------ ------------ ------------ Loss before federal income tax (17,747,254) (16,647,900) (13,695,721) Federal income tax benefit (4,115,770) -- (324,643) ------------ ------------ ------------ Net loss from operations after policyholders' dividends and federal income tax (13,631,484) (16,647,900) (13,371,078) Net realized capital gains (net of capital gains tax of $807,453 in 1995; $0 in 1994, and $236,415 in 1993, and $1,567,770 in 1995, $(554,000) in 1994, and $347,292 in 1993 transferred (from) to the interest maintenance reserve) (73,343) (3,012,485) 93,618 ------------ ------------ ------------ Net loss from operations $(13,704,827) $(19,660,385) $(13,277,460) ============ ============ ============
See accompanying notes. 70 81 The Manufacturers Life Insurance Company of America Statements of Changes in Capital and Surplus
CAPITAL PAID IN EXCESS OF SURPLUS CAPITAL PAR VALUE (DEFICIT) TOTAL -------------------------------------------------------------------- Balance, December 31, 1992 $35,001,853 $4,000,000 $16,542,195 $55,544,048 Net loss from operations (13,277,460) (13,277,460) Issuance of preferred shares 1 5,849,999 5,850,000 Increase in asset valuation reserve (13,076) (13,076) Increase in nonadmitted assets (133,575) (133,575) Change in net unrealized capital losses (1,592,242) (1,592,242) Change in liability for reinsurance in unauthorized companies (29,905) (29,905) Company's share of increase in separate account assets, net 4,308,148 4,308,148 ----------- ----------- ------------ ----------- Balance, December 31, 1993 35,001,854 9,849,999 5,804,085 50,655,938 Net loss from operations (19,660,385) (19,660,385) Issuance of common stocks 1 19,999,999 20,000,000 Capital restructuring of preference shares (20,000,000) 20,000,000 -- Increase in asset valuation reserve (55,286) (55,286) Increase in nonadmitted assets (1,021,357) (1,021,357) Change in net unrealized capital losses (425,082) (425,082) Change in liability for reinsurance in unauthorized companies (98,155) (98,155) ----------- ----------- ------------ ----------- Balance, December 31, 1994 15,001,855 49,849,998 (15,456,180) 49,395,673 Net loss from operations (13,704,827) (13,704,827) Issuance of common shares 2 12,569,998 12,570,000 Issuance of surplus note 8,500,000 8,500,000 Contribution of Manufacturers Adviser Corporation 1,080,184 1,080,184 Increase in asset valuation reserve (3,285,208) (3,285,208) Increase in nonadmitted assets (1,053,124) (1,053,124) Change in net unrealized capital losses 2,921,742 2,921,742 Change in liability for reinsurance in unauthorized companies (126,025) (126,025) ----------- ----------- ------------ ----------- Balance, December 31, 1995 $23,501,857 $63,500,180 $(30,703,622) $56,298,415 =========== =========== ============ ===========
See accompanying notes. 71 82 The Manufacturers Life Insurance Company of America Statements of Cash Flows
YEAR ENDED DECEMBER 31 1995 1994 1993 ------------------------------------------------- OPERATING ACTIVITIES Premiums collected, net $159,337,079 $193,478,637 $126,075,035 Policy benefits paid, net (25,827,767) (4,982,444) (2,829,812) Commissions and other expenses paid (62,302,890) (48,141,400) (35,203,997) Net investment income 5,570,951 3,343,515 3,197,892 Other income and expenses (3,607,415) (1,946,063) (1,592,957) Transfers to separate accounts, net (98,031,353) (136,950,482) (98,220,292) Net cash (used in) provided by ------------ ------------ ------------ operating activities (24,861,395) 4,801,763 (8,574,131) INVESTING ACTIVITIES Sale, maturity, or repayment of investments 74,009,501 73,187,733 28,248,633 Purchase of investments (77,607,686) (91,063,874) (73,688,735) ------------ ------------ ------------ Net cash used in investing activities (3,598,185) (17,876,141) (45,440,102) FINANCING ACTIVITIES Issuance of shares 12,570,000 20,000,000 5,850,000 Contribution of Manufacturers Adviser Corporation 1,080,184 -- -- Issuance of surplus notes 8,500,000 -- -- Surplus withdrawn from separate account -- -- 48,701,076 ------------ ------------ ------------ Net cash provided by financing activities 22,150,184 20,000,000 54,551,076 ------------ ------------ ------------ Net (decrease) increase in cash and short-term investments (6,309,396) 6,925,622 536,843 Cash and short-term investments at beginning of year 15,983,758 9,058,136 8,521,293 ------------ ----------- ------------ Cash and short-term investments at end of year $ 9,674,362 $15,983,758 $ 9,058,136 ============ =========== ============
See accompanying notes. 72 83 The Manufacturers Life Insurance Company of America Notes to Financial Statements December 31, 1995 1. ORGANIZATION ORGANIZATION The Manufacturers Life Insurance Company of America (Manufacturers Life of America or the Company) is a wholly-owned subsidiary of Manulife Reinsurance Corporation (U.S.A.) (the Parent), (formerly Manufacturers Life Insurance Company of Michigan), which is in turn a wholly-owned subsidiary of The Manufacturers Life Insurance Company (Manulife Financial), a Canadian-based mutual life insurance company (Notes 4 and 5). The Company issues and sells variable universal life and variable annuity products in the United States. The Company also has a branch operation in Taiwan to develop and market traditional insurance for the Taiwanese market. At December 31, 1995 the Company had assets of $11,234,000 and liabilities of $5,696,000 in the Taiwan branch. During 1995, the Company's parent contributed $12,570,000 of capital in return for 2 shares of the Company's common stock par value $1 with the remaining $12,569,998 being recorded as contributed surplus. During 1995, the Company's parent transferred 100% of the outstanding stock of Manufacturers Adviser Corporation to the Company which was recorded at book values as contributed surplus. During 1995, the Company's parent also contributed $8,500,000 in return for a 10-year surplus note bearing interest at 6.625%. Subsequent to the year end, the Parent contributed $15,000,000 capital in return for 1 share of the Company's common stock par value $1 with the remaining $14,999,999 being recorded as contributed surplus. During 1994, the Company's parent contributed $20,000,000 of capital in return for 1 share of the Company's common stock par value $1 with the remaining $19,999,999 being recorded as contributed surplus. During 1994, the Company restructured its capital by exchanging 230,000 shares of preferred stock with a par value of $23,000,000 for 3,000,000 shares of common stock par value $3,000,000 with the remaining $20,000,000 being recorded as contributed surplus. The Parent contributed $5,850,000 in capital in return for 1 share of common stock during 1993. 73 84 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements of Manufacturers Life of America have been prepared in accordance with accounting practices prescribed or permitted by the Insurance Department of Michigan, which are considered generally accepted accounting principles for mutual life insurance companies and their wholly-owned direct and indirect subsidiaries. Such practices differ in certain respects from generally accepted accounting principles followed by stock life insurance companies in determining financial position and results of operations. In general, the differences are: (1) commissions and other costs of acquiring and writing policies are charged to expense in the year incurred rather than being amortized over the related policy term; (2) certain non-admitted assets are excluded from the balance sheet; (3) deferred income taxes are not provided for timing differences in recording certain items for financial statement and tax purposes; (4) certain transactions are reflected directly to surplus rather than reflected in net income from operations (for example, certain transactions related to the separate accounts); and (5) debt securities are carried at amortized cost. In April 1993, the Financial Accounting Standards Board issued Interpretation No. 40, "Applicability of Generally Accepted Accounting Principles to Mutual Life Insurance and Other Enterprises." The Interpretation as amended is effective for 1996 annual financial statements and thereafter, and will no longer allow statutory financial statements to be described as being prepared in conformity with generally accepted accounting principles (GAAP). Upon the effective date of the Interpretation, in order for financial statements to be described as being prepared in accordance with GAAP, life insurance companies will be required to adopt all applicable standards promulgated by the FASB in any general purpose financial statements such companies may issue. While GAAP standards have recently been developed for mutual life insurance companies, the Company has not yet completed the complex and extensive historical calculations and thus is unable to quantify the effects of the Interpretation on its financial statements. The preparation of financial statements of insurance companies requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein. All amounts presented are expressed in U.S. Dollars. Certain amounts from prior periods have been reclassified to conform with current-period presentation. 74 85 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) STOCKS Stocks are carried at market value. BONDS Bonds not backed by other loans are carried at amortized cost as computed using the interest method. Loan backed bonds and other structured securities are valued at amortized cost using the interest method including anticipated prepayments. Prepayment assumptions are updated periodically and are accounted for using the prospective method. Gains and losses on sales of bonds are calculated on the specific identification method and recognized into income based on NAIC prescribed formulas. Short-term investments include investments with maturities of less than one year at the date of acquisition. Market values disclosed are based on NAIC quoted values. POLICY LOANS Policy loans are reported at unpaid principal balances which approximate fair value. ASSET VALUATION RESERVE AND INTEREST MAINTENANCE RESERVE The Asset Valuation Reserve and Interest Maintenance Reserve were determined by NAIC prescribed formulas and are reported as liabilities rather than as valuation allowances or appropriations of surplus. POLICY AND CONTRACT CLAIMS Policy and contract claims are determined on an individual case basis for reported losses. Estimates of incurred but not reported losses are developed on the basis of past experience. 75 86 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) SEPARATE ACCOUNTS Separate account assets and liabilities reported in the accompanying financial statements represent funds that are separately administered, principally for variable annuity and variable life contracts. For the majority of these contracts the contractholder, 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. REVENUE RECOGNITION Both premium and investment income are recorded when due. INVESTMENT IN SUBSIDIARIES The investment in Manufacturers Adviser Corporation ("MAC") is carried at net equity of MAC as computed under generally accepted accounting principles. Undistributed income and loss is treated as a component of unrealized gains and losses and applies directly to capital and surplus. REINSURANCE Reinsurance premiums 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 and claims are reported net of reinsured amounts. POLICY RESERVES Certain policy reserves are calculated based on statutorily required interest and mortality assumptions. 76 87 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 3. INVESTMENTS AND INVESTMENT INCOME The amortized cost and market value of investments in fixed maturities (bonds) as of December 31, 1995 is summarized as follows:
QUOTED OR GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED MARKET NAME OF PERSON COST GAINS LOSSES VALUE - -------------- --------- ---------- ---------- --------- United States Government $15,145,033 $681,032 $ (57,916) $15,768,149 Foreign governments 6,071,376 157,635 -- 6,229,011 Corporate 31,046,219 2,508,780 -- 33,554,999 Mortgage-backed securities: U.S. Government agencies 9,522,771 -- -- 9,522,771 Corporate 971,803 -- -- 971,803 ----------- ---------- ---------- ----------- $62,757,202 $3,347,447 $ (57,916) $66,046,733 =========== ========== ========== ===========
Proceeds from sales of investments in debt securities during 1995 were $67,506,660. Gross gains of $2,630,790 and gross losses of $218,778 were realized on those sales. The amortized cost and market value of investments in fixed maturities (bonds) as of December 31, 1994 is summarized as follows:
QUOTED OR GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED MARKET NAME OF PERSON COST GAINS LOSSES VALUE - -------------- --------- ---------- ---------- --------- United States Government $31,784,581 $ 243,971 $(441,592) $31,586,960 Foreign governments 7,388,458 -- (294,385) 7,094,073 Corporate 9,986,244 2,457 (577,136) 9,411,565 Mortgage-backed securities: U.S. Government agencies 2,480,571 -- -- 2,480,571 Corporate 509,226 -- -- 509,226 ----------- --------- ----------- ----------- $52,149,080 $ 246,428 $(1,313,113) $51,082,395 =========== ========= =========== ===========
Proceeds from sales of investments in debt securities during 1994 were $43,175,845. Gross gains of $167,738 and gross losses of $1,006,702 were realized on those sales. 77 88 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 3. INVESTMENTS AND INVESTMENT INCOME (CONTINUED) The amortized cost and market value of fixed maturities at December 31, 1995 by contractual maturities, 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.
YEARS TO MATURITY AMORTIZED COST MARKET VALUE - ------------------------------ -------------- ------------ One year or less $564,857 $564,857 Greater than 1; up to 5 years 4,079,679 4,181,361 Greater than 5; up to 10 years 14,786,283 15,858,075 Due after 10 years 32,831,809 34,947,866 Mortgage-backed securities 10,494,574 10,494,574 ----------- ----------- $62,757,202 $66,046,733 =========== ===========
At December 31, 1995, $6,617,749 of bonds at amortized cost were on deposit with government insurance departments to satisfy regulatory regulations. Major categories of net investment income for each year were as follows:
NET INVESTMENT INCOME 1995 1994 1993 ---- ---- ---- Gross investment income: Dividends; Manulife Series Fund, Inc. (Note 9) $645,908 $1,244,794 $1,440,392 Bond income 4,430,236 1,712,294 1,422,064 Policy loans 360,406 236,972 166,514 Short-term investments 754,346 501,477 384,178 ---------- ---------- ---------- 6,190,896 3,695,537 3,413,148 Investment expenses (350,336) (106,908) (89,186) ---------- ---------- ---------- Net investment income $5,840,560 $3,588,629 $3,323,962 ========== ========== ==========
78 89 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 4. RELATED PARTY TRANSACTIONS Manufacturers Life of America has a formal service agreement with Manulife Financial which can be terminated by either party upon two months' notice. Under the Agreement, Manufacturers Life of America will pay direct operating expenses incurred each year by Manulife Financial on behalf of Manufacturers Life of America. Services provided under the Agreement include legal, actuarial, investment, data processing and certain other administrative services. Costs incurred under this Agreement were $23,211,484 in 1995, $21,326,446 in 1994, and $12,467,474 in 1993. In addition, there were $5,052,062 agents' bonuses in 1995, $7,795,184 in 1994, and $5,363,558 in 1993 which were allocated to the Company and are included in commissions. In addition, the Company has several reinsurance agreements with Manulife Financial which may be terminated upon the specified notice by either party. These agreements are summarized as follows: (a) The Company assumes two blocks of insurance from Manulife Financial under coinsurance treaties. The Company's risk is limited to $100,000 of initial face amount per claim plus a pro-rata share of any increase in face amount. (b) The Company cedes the risk in excess of $25,000 per life to Manulife Financial 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 Manulife Financial under the terms of a stop loss reinsurance agreement. (d) Under the terms of an automatic coinsurance agreement, the Company cedes its risk on structured settlements to Manulife Financial. 79 90 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 4. RELATED PARTY TRANSACTIONS (CONTINUED) Selected amounts relating to the above treaties reflected in the financial statements are as follows:
1995 1994 1993 ---- ---- ---- Life and annuity premiums assumed $5,956,997 $25,385,628 $12,745,981 Other life and annuity considerations ceded (598,330) (437,650) (201,685) Commissions and expense allowances on reinsurance assumed (1,014,163) (810,252) (329,634) Policy reserves assumed 48,714,791 47,672,591 23,070,952 Policy reserves ceded 3,833,247 3,786,647 3,782,156
During 1993, the Company assumed the first $50,000 of initial face amount on two blocks of business. This resulted in transfers of $10,837,000 to establish the initial reserves. In 1994 the treaties were amended to assume the first $100,000 of initial face amount for the same blocks of business. This resulted in a transfer of $21,477,000 to establish the additional reserve. Commissions equal to 17% are charged for all renewed premiums related to these contracts. During 1994, the Company terminated another treaty resulting in a premium to Manulife Financial to transfer the reserve of $799,874. Manulife Financial provides a claims paying guarantee to all U.S. policyholders. 5. FEDERAL INCOME TAX The Company joins the Parent, The Manufacturers Life Insurance Co. (U.S.A.) and Manufacturers Reinsurance Limited 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 dated December 29, 1983, the Company's income tax provision (or benefit) is computed as if the Company filed a separate income tax return. The Company receives no surtax exemption. 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. Taxes recoverable in the financial statements represent tax-related amounts receivable from affiliates. 80 91 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 5. FEDERAL INCOME TAX The Company, Parent and The Manufacturers Life Insurance Co. (U.S.A.) have available consolidated net operating losses of approximately $51,400,000 which will expire in the year 2009 and capital loss carryforwards of approximately $102,800,000 which will expire in 1999. The losses of the Company, Parent and the Manufacturers Life Insurance Co. (U.S.A.) may be used to offset the ordinary and capital gain income of Manufacturers Reinsurance Limited. 6. STATUTORY RESTRICTIONS ON DIVIDENDS The Company is subject to statutory limitations on the payment of dividends to its Parent. The Company cannot pay dividends during 1995 without the prior approval of insurance regulatory authorities. 7. REINSURANCE The Company cedes reinsurance as a party to several reinsurance treaties with major unrelated insurance companies. The Company remains obligated for amounts ceded in the event reinsurers do not meet their obligations. Summary financial information related to these reinsurance activities is as follows:
1995 1994 1993 ---- ---- ---- Life insurance premiums ceded $275,145 $218,767 $130,913
81 92 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 8. RESERVES Aggregate policy reserves for life policies including variable life, are based on statutory mortality tables and interest assumptions using either the net level or commissioners' reserve valuation method. The composition of the aggregate policy reserves at December 31, 1995 and 1994 is as follows:
MORTALITY INTEREST AGGREGATE RESERVES TABLE RATES ------------------ ----- -------- 1995 1994 ---- ---- $25,561,456 $28,553,885 1980 CSO 4% (173,768) (189,080) Reinsurance ceded 1,295,402 1,396,369 Miscellaneous - ----------- ----------- $26,683,090 $29,761,174 =========== ===========
At December 31, 1995 the Company's annuity reserves and deposit fund liabilities are comprised as follows:
AMOUNT PERCENT ------ ------- (in 000's) Subject to discretionary withdrawal: With market value adjustment $222,994 97.8% At book value less current surrender charge 1,239 .5% Not subject to discretionary withdrawal 3,863 1.7% -------- ----- Total gross annuity actuarial reserves and deposit fund liabilities $228,096 100% ======== =====
9. INVESTMENT IN SEPARATE ACCOUNTS During 1984, the Company initiated plans to market variable life insurance products through Separate Account One of The Manufacturers Life Insurance Company of America ("Separate Account One") using Manulife Series Fund, Inc. as its investment vehicle. Initial capitalization was $15,000,000. Through 1988, the Company provided an additional capitalization of $6,000,000. 82 93 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 9. INVESTMENT IN SEPARATE ACCOUNTS (CONTINUED) In December 1993, the Company transferred all of its shares, related to seed money, in Manulife Series Fund, Inc. out of Separate Account One to the General Account. At December 31, 1995, the $22,584,259 common stock represents the Company's seed money investment in Manulife Series Fund, Inc. During 1995, 1994, and 1993, the following dividends were received from Manulife Series Fund, Inc.:
1995 1994 1993 ---- ---- ---- Separate Account One $24,041 $38,732 $1,610,693 Separate Account Two 3,520,461 4,574,620 7,377,861 Separate Account Three 1,693,796 1,490,374 666,141 Separate Account Four 2,445,127 3,072,376 4,966,559 General Account 645,908 1,244,794 1,440,392
Dividends have been reinvested by the Company in Manulife Series Fund, Inc. During 1993, the Company withdrew $8,000,000 of its seed money and accumulated earnings from Separate Account One and the Manulife Series Fund, Inc. and utilized these funds to pay down its intercompany debt. During 1994, the Company withdrew $13,011,137 of its seed money and accumulated earnings from the Manulife Series Fund, Inc. and utilized these funds to pay down its intercompany debt. During 1995, the Company withdrew $6,500,000 of its seed money and accumulated earnings from the Manulife Series Fund, Inc. and utilized these funds to pay down its intercompany debt. 83 94 APPENDIX What Are Some Illustrations Of Policy Values, Cash Surrender Values And Death Benefits? The following tables have been prepared to help show how values under the Policy change with investment performance. The tables include both Policy Values and Cash Surrender Values as well as Death Benefits. The Policy Value is the sum of the values in the Investment Accounts, as the tables assume no values in the Guaranteed Interest Account or Loan Account. The Cash Surrender Value is the Policy Value less the deferred sales charge and deferred underwriting charge. The tables illustrate how Policy Values and Cash Surrender Values, which reflect the deduction of all applicable charges including the premium tax charge and the sales charge, and death benefits of the Policy on an insured of a given age would vary over time if the return on the assets of the 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 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 daily charge to the Separate Account for assuming mortality and expense risks (0.65% on an annual basis) and the expenses and fees borne by the Manulife Series Fund and NASL Series Trust are deducted from the gross return. The illustrations reflect an average of those Portfolios' expenses, which is approximately .76% on an annual basis. The gross annual rates of return of 0%, 6% and 12% correspond to approximate net annual rates of return of -1.39%, 4.53%, and 10.44%. The tables assume that no premiums have been allocated to the Guaranteed Interest Account, that planned premiums are paid on the policy anniversary and that no transfers, partial withdrawals, policy loans, changes in death benefit options or changes in face amount have been made. The tables reflect the fact that no charges for federal, state or local taxes are currently made against the Separate Account. If such a charge is made in the future, it will take a higher gross rate of return to produce after-tax returns of 0%, 6% and 12% than it does now. There are two tables shown for each combination of age and death benefit option for male nonsmokers, 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 Ordinary Smoker/ Nonsmoker 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 age, sex and risk class, any additional ratings and the death benefit option, face amount and planned premium requested. Illustrations for smokers would show less favorable results than the illustrations shown below. From time to time, in advertisements or sales literature for the Policies that quote performance data of one or more of the Portfolios, the Company may include 84 95 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 Portfolio for which performance data is shown in the advertisement replacing the hypothetical rates of return shown in the following tables. The Policies were first sold to the public on December 7, 1987. 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 the same as for the first full year the Policies were offered. 85 96 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY Male Nonsmoker Issue Age 25 $100,000 Face Amount Death Benefit Option 1 $575 Annual Planned Premium ASSUMING CURRENT CHARGES
0% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 604 $ 383 $ 0 $100,000 2 1,238 756 0 100,000 3 1,903 1,115 348 100,000 4 2,602 1,463 695 100,000 5 3,336 1,799 1,032 100,000 6 4,107 2,122 1,432 100,000 7 4,916 2,434 1,820 100,000 8 5,765 2,736 2,199 100,000 9 6,657 3,028 2,568 100,000 10 7,594 3,307 2,924 100,000 15 13,028 4,500 4,500 100,000 20 19,964 5,287 5,287 100,000 25 28,815 5,487 5,487 100,000 30 40,112 4,887 4,887 100,000
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 86 97
6% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 604 $ 411 $ 0 $100,000 2 1,238 834 67 100,000 3 1,903 1,269 502 100,000 4 2,602 1,716 949 100,000 5 3,336 2,177 1,410 100,000 6 4,107 2,651 1,961 100,000 7 4,916 3,139 2,525 100,000 8 5,765 3,644 3,107 100,000 9 6,657 4,166 3,706 100,000 10 7,594 4,703 4,320 100,000 15 13,028 7,626 7,626 100,000 20 19,964 10,938 10,938 100,000 25 28,815 14,545 14,545 100,000 30 40,112 18,329 18,329 100,000
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 87 98
12% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 604 $ 438 $ 0 $100,000 2 1,238 916 149 100,000 3 1,903 1,436 668 100,000 4 2,602 2,003 1,235 100,000 5 3,336 2,622 1,855 100,000 6 4,107 3,298 2,608 100,000 7 4,916 4,038 3,424 100,000 8 5,765 4,849 4,312 100,000 9 6,657 5,741 5,281 100,000 10 7,594 6,718 6,334 100,000 15 13,028 13,216 13,216 100,000 20 19,964 23,610 23,610 100,000 25 28,815 40,382 40,382 100,000 30 40,112 67,923 67,923 106,639
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 88 99 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY Male Nonsmoker Issue Age 25 $100,000 Face Amount Death Benefit Option 1 $575 Annual Planned Premium ASSUMING GUARANTEED CHARGES
0% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 604 $ 382 $ 0 $100,000 2 1,238 698 0 100,000 3 1,903 1,010 243 100,000 4 2,602 1,320 553 100,000 5 3,336 1,626 859 100,000 6 4,107 1,927 1,237 100,000 7 4,916 2,222 1,608 100,000 8 5,765 2,508 1,971 100,000 9 6,657 2,787 2,326 100,000 10 7,594 3,055 2,672 100,000 15 13,028 4,208 4,208 100,000 20 19,964 4,929 4,929 100,000 25 28,815 5,038 5,038 100,000 30 40,112 4,208 4,208 100,000
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 89 100
6% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 604 $ 410 0 $100,000 2 1,238 774 7 100,000 3 1,903 1,157 390 100,000 4 2,602 1,559 792 100,000 5 3,336 1,979 1,211 100,000 6 4,107 2,417 1,727 100,000 7 4,916 2,873 2,259 100,000 8 5,765 3,346 2,809 100,000 9 6,657 3,835 3,375 100,000 10 7,594 4,340 3,957 100,000 15 13,028 7,085 7,085 100,000 20 19,964 10,121 10,121 100,000 25 28,815 13,320 13,320 100,000 30 40,112 16,398 16,398 100,000
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 90 101
12% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 604 $ 437 $ 0 $100,000 2 1,238 854 87 100,000 3 1,903 1,316 549 100,000 4 2,602 1,829 1,062 100,000 5 3,336 2,394 1,627 100,000 6 4,107 3,019 2,328 100,000 7 4,916 3,705 3,092 100,000 8 5,765 4,460 3,923 100,000 9 6,657 5,288 4,828 100,000 10 7,594 6,197 5,813 100,000 15 13,028 12,219 12,219 100,000 20 19,964 21,708 21,708 100,000 25 28,815 36,803 36,803 100,000 30 40,112 61,196 61,196 100,000
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 91 102 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY Male Nonsmoker Issue Age 25 $100,000 Face Amount Death Benefit Option 2 $575 Annual Planned Premium ASSUMING CURRENT CHARGES
0% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 604 $ 383 $ 0 $100,383 2 1,238 754 0 100,754 3 1,903 1,113 345 101,113 4 2,602 1,459 691 101,459 5 3,336 1,793 1,026 101,793 6 4,107 2,114 1,423 102,114 7 4,916 2,422 1,808 102,422 8 5,765 2,720 2,183 102,720 9 6,657 3,008 2,548 103,008 10 7,594 3,283 2,899 103,283 15 13,028 4,439 4,439 104,439 20 19,964 5,165 5,165 105,165 25 28,815 5,269 5,269 105,269 30 40,112 4,538 4,538 104,538
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 92 103
6% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 604 $ 410 $ 0 $100,410 2 1,238 833 66 100,833 3 1,903 1,266 499 101,266 4 2,602 1,711 944 101,711 5 3,336 2,170 1,402 102,170 6 4,107 2,640 1,949 102,640 7 4,916 3,123 2,509 103,123 8 5,765 3,622 3,085 103,622 9 6,657 4,137 3,677 104,137 10 7,594 4,666 4,282 104,666 15 13,028 7,513 7,513 107,513 20 19,964 10,659 10,659 110,659 25 28,815 13,926 13,926 113,926 30 40,112 17,046 17,046 117,046
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 93 104
12% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 604 $ 438 $ 0 $100,438 2 1,238 914 147 100,914 3 1,903 1,432 665 101,432 4 2,602 1,997 1,230 101,997 5 3,336 2,613 1,845 102,613 6 4,107 3,284 2,593 103,284 7 4,916 4,016 3,402 104,016 8 5,765 4,819 4,282 104,819 9 6,657 5,699 5,239 105,699 10 7,594 6,661 6,277 106,661 15 13,028 13,006 13,006 113,006 20 19,964 22,964 22,964 122,964 25 28,815 38,566 38,566 138,566 30 40,112 63,101 63,101 163,101
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 94 105 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY Male Nonsmoker Issue Age 25 $100,000 Face Amount Death Benefit Option 2 $575 Annual Planned Premium ASSUMING GUARANTEED CHARGES
0% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 604 382 $ 0 $100,382 2 1,238 696 0 100,696 3 1,903 1,007 240 101,007 4 2,602 1,315 548 101,315 5 3,336 1,619 851 101,619 6 4,107 1,917 1,227 101,917 7 4,916 2,208 1,594 102,208 8 5,765 2,491 1,954 102,491 9 6,657 2,765 2,305 102,765 10 7,594 3,029 2,645 103,029 15 13,028 4,148 4,148 104,148 20 19,964 4,810 4,810 104,810 25 28,815 4,829 4,829 104,829 30 40,112 3,873 3,873 103,873
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 95 106
6% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 604 $ 409 $ 0 $100,409 2 1,238 772 5 100,772 3 1,903 1,153 386 101,153 4 2,602 1,553 785 101,553 5 3,336 1,969 1,202 101,969 6 4,107 2,404 1,713 102,404 7 4,916 2,854 2,241 102,854 8 5,765 3,321 2,784 103,321 9 6,657 3,803 3,343 103,803 10 7,594 4,300 3,916 104,300 15 13,028 6,972 6,972 106,972 20 19,964 9,850 9,850 109,850 25 28,815 12,726 12,726 112,726 30 40,112 15,167 15,167 115,167
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 96 107
12% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 604 $ 437 $ 0 $100,437 2 1,238 852 85 100,852 3 1,903 1,312 545 101,312 4 2,602 1,821 1,054 101,821 5 3,336 2,383 1,616 102,383 6 4,107 3,001 2,311 103,001 7 4,916 3,680 3,067 103,680 8 5,765 4,426 3,889 104,426 9 6,657 5,242 4,782 105,242 10 7,594 6,136 5,752 106,136 15 13,028 12,009 12,009 112,009 20 19,964 21,083 21,083 121,083 25 28,815 35,072 35,072 135,072 30 40,112 56,570 56,570 156,570
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 97 108 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY Male Nonsmoker Issue Age 45 $100,000 Face Amount Death Benefit Option 1 $1,325 Annual Planned Premium ASSUMING CURRENT CHARGES
0% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 1,391 $ 896 $ 0 $100,000 2 2,852 1,762 202 100,000 3 4,386 2,591 1,031 100,000 4 5,996 3,383 1,823 100,000 5 7,688 4,129 2,569 100,000 6 9,463 4,831 3,427 100,000 7 11,328 5,484 4,236 100,000 8 13,285 6,094 5,002 100,000 9 15,341 6,654 5,718 100,000 10 17,499 7,167 6,387 100,000 15 30,021 8,940 8,940 100,000 20 46,003 8,949 8,949 100,000 25 66,400 4,673 4,673 100,000 30 92,433 0(4) 0(4) 0(4)
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. (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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 98 109
6% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 1,391 $ 960 $ 0 $100,000 2 2,852 1,945 385 100,000 3 4,386 2,949 1,389 100,000 4 5,996 3,973 2,413 100,000 5 7,688 5,009 3,449 100,000 6 9,463 6,059 4,655 100,000 7 11,328 7,118 5,870 100,000 8 13,285 8,193 7,101 100,000 9 15,341 9,278 8,342 100,000 10 17,499 10,375 9,595 100,000 15 30,021 16,006 16,006 100,000 20 46,003 21,576 21,576 100,000 25 66,400 24,917 24,917 100,000 30 92,433 23,425 23,425 100,000
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 99 110
12% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 1,391 $ 1,023 $ 1 $100,000 2 2,852 2,135 576 100,000 3 4,386 3,338 1,778 100,000 4 5,996 4,641 3,081 100,000 5 7,688 6,045 4,485 100,000 6 9,463 7,564 6,161 100,000 7 11,328 9,206 7,958 100,000 8 13,285 10,991 9,899 100,000 9 15,341 12,928 11,992 100,000 10 17,499 15,037 14,257 100,000 15 30,021 28,900 28,900 100,000 20 46,003 51,109 51,109 100,000 25 66,400 87,882 87,882 101,944 30 92,433 149,734 149,734 160,216
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 100 111 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY Male Non-Smoker Issue Age 45 $100,000 Face Amount Death Benefit Option 1 $1,325 Annual Planned Premium ASSUMING GUARANTEED CHARGES
0% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 1,391 $ 894 $ 0 $100,000 2 2,852 1,700 140 100,000 3 4,386 2,468 908 100,000 4 5,996 3,197 1,637 100,000 5 7,688 3,884 2,324 100,000 6 9,463 4,529 3,125 100,000 7 11,328 5,125 3,877 100,000 8 13,285 5,668 4,576 100,000 9 15,341 6,152 5,216 100,000 10 17,499 6,571 5,791 100,000 15 30,021 7,494 7,494 100,000 20 46,003 5,626 5,626 100,000 25 66,400 0(4) 0(4) 100,000(4) 30 92,433 0(5) 0(5) 0(5)
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. (4) Provided the Minimum Premium Requirement has been met, the death benefit guarantee will have kept the Policy in force until this point, i.e. the policy anniversary on which the life insured is 70 years old, at which time the death benefit guarantee will expire and in the absence of additional premium payments the Policy will lapse. (5) 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 101 112
6% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 1,391 $ 958 $ 0 $100,000 2 2,852 1,880 320 100,000 3 4,386 2,817 1,257 100,000 4 5,996 3,768 2,208 100,000 5 7,688 4,730 3,170 100,000 6 9,463 5,703 4,300 100,000 7 11,328 6,682 5,434 100,000 8 13,285 7,660 6,568 100,000 9 15,341 8,633 7,697 100,000 10 17,499 9,593 8,813 100,000 15 30,021 14,005 14,005 100,000 20 46,003 16,861 16,861 100,000 25 66,400 15,718 15,718 100,000 30 92,433 5,223 5,223 100,000
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 102 113
12% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 1,391 $ 1,021 $ 0 $100,000 2 2,852 2,068 508 100,000 3 4,386 3,197 1,637 100,000 4 5,996 4,415 2,855 100,000 5 7,688 5,729 4,169 100,000 6 9,463 7,147 5,743 100,000 7 11,328 8,676 7,428 100,000 8 13,285 10,322 9,230 100,000 9 15,341 12,094 11,158 100,000 10 17,499 14,000 13,220 100,000 15 30,021 26,006 26,006 100,000 20 46,003 43,956 43,956 100,000 25 66,400 72,610 72,610 100,000 30 92,433 122,681 122,681 131,269
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 103 114 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY Male Nonsmoker Issue Age 45 $100,000 Face Amount Death Benefit Option 2 $1,325 Annual Planned Premium ASSUMING CURRENT CHARGES
0% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 1,391 $ 893 $ 0 $100,893 2 2,852 1,754 194 101,754 3 4,386 2,574 1,014 102,574 4 5,996 3,353 1,793 103,353 5 7,688 4,082 2,522 104,082 6 9,463 4,762 3,358 104,762 7 11,328 5,389 4,141 105,389 8 13,285 5,967 4,875 105,967 9 15,341 6,489 5,554 106,489 10 17,499 6,959 6,179 106,959 15 30,021 8,413 8,413 108,413 20 46,003 7,908 7,908 107,908 25 66,400 2,930 2,930 102,930 30 92,433 0(4) 0(4) 0(4)
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. (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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 104 115
6% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 1,391 $ 957 $ 0 $100,957 2 2,852 1,935 375 101,935 3 4,386 2,929 1,369 102,929 4 5,996 3,937 2,377 103,937 5 7,688 4,950 3,390 104,950 6 9,463 5,970 4,566 105,970 7 11,328 6,990 5,742 106,990 8 13,285 8,015 6,923 108,015 9 15,341 9,037 8,101 109,037 10 17,499 10,058 9,278 110,058 15 30,021 15,010 15,010 115,010 20 46,003 19,068 19,068 119,068 25 66,400 18,976 18,976 118,976 30 92,433 11,128 11,128 111,128
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 105 116
12% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 1,391 $ 1,020 $ 0 $101,020 2 2,852 2,125 565 102,125 3 4,386 3,315 1,755 103,315 4 5,996 4,598 3,038 104,598 5 7,688 5,973 4,413 105,973 6 9,463 7,451 6,047 107,451 7 11,328 9,035 7,787 109,035 8 13,285 10,743 9,651 110,743 9 15,341 12,579 11,643 112,579 10 17,499 14,557 13,777 114,557 15 30,021 27,020 27,020 127,020 20 46,003 45,083 45,083 145,083 25 66,400 68,872 68,872 168,872 30 92,433 99,048 99,048 199,048
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 106 117 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY Male Nonsmoker Issue Age 45 $100,000 Face Amount Death Benefit Option 2 $1,325 Annual Planned Premium ASSUMING GUARANTEED CHARGES
0% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 1,391 $ 891 $ 0 $100,891 2 2,852 1,690 130 101,690 3 4,386 2,448 888 102,448 4 5,996 3,163 1,603 103,163 5 7,688 3,832 2,272 103,832 6 9,463 4,454 3,050 104,454 7 11,328 5,023 3,775 105,023 8 13,285 5,532 4,440 105,532 9 15,341 5,977 5,041 105,977 10 17,499 6,350 5,570 106,350 15 30,021 6,929 6,929 106,929 20 46,003 4,552 4,552 104,552 25 66,400 0(4) 0(4) 100,000(4) 30 92,433 0(5) 0(5) 0(5)
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. (4) Provided the Minimum Premium Requirement has been met, the death benefit guarantee will have kept the Policy in force until this point, i.e. the policy anniversary on which the life insured is 70 years old, at which time the death benefit guarantee will expire and in the absence of additional premium payments the Policy will lapse. (5) 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 107 118
6% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 1,391 $ 954 $ 0 $100,954 2 2,852 1,869 309 101,869 3 4,386 2,794 1,234 102,794 4 5,996 3,728 2,168 103,728 5 7,688 4,666 3,106 104,666 6 9,463 5,607 4,203 105,607 7 11,328 6,543 5,295 106,543 8 13,285 7,469 6,377 107,469 9 15,341 8,376 7,440 108,376 10 17,499 9,255 8,475 109,255 15 30,021 12,923 12,923 112,923 20 46,003 14,119 14,119 114,119 25 66,400 9,844 9,844 109,844 30 92,433 0(4) 0(4) 0(4)
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. (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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 108 119
12% Hypothetical Gross Investment Return End of Cash Policy Accumulated Policy Surrender Death Year(1) Premiums(2) Value Value(3) Benefit 1 $ 1,391 $ 1,018 $ 0 $101,018 2 2,852 2,056 496 102,056 3 4,386 3,171 1,611 103,171 4 5,996 4,367 2,807 104,367 5 7,688 5,648 4,088 105,648 6 9,463 7,022 5,618 107,022 7 11,328 8,490 7,242 108,490 8 13,285 10,055 8,963 110,055 9 15,341 11,721 10,785 111,721 10 17,499 13,487 12,707 113,487 15 30,021 23,948 23,948 123,948 20 46,003 37,155 37,155 137,155 25 66,400 52,054 52,054 152,054 30 92,433 65,522 65,522 165,522
(1) All values shown are as of the end of the policy year indicated and assume that (a) premiums paid after the initial premium are received on the policy anniversary, (b) no policy loan has been made, (c) no partial withdrawal of the Cash Surrender Value has been made and (d) no premiums have been allocated to the Guaranteed Interest Account. (2) Assumes net interest of 5% compounded annually. (3) Provided the Minimum Premium Requirement has been and continues to be met, the death benefit guarantee will keep the Policy in force until the policy anniversary on which the life insured is 70 years old. 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 MANULIFE SERIES FUND, INC. AND NASL SERIES TRUST. THE POLICY VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 109 120 PART II. OTHER INFORMATION CONTENTS OF REGISTRATION STATEMENT This registration statement comprises the following papers and documents: The facing sheet; The Prospectus, consisting of _____ pages; The signatures; Written consents of the following persons: Jones & Blouch L.L.P. Ernst & Young LLP John R. Ostler The following exhibits, filed as part of this Post-Effective Amendment No. 9 are incorporated herein by reference to the designated filings: 1. Copies of all exhibits required by paragraph A of the instructions as to exhibits in Form N-8B-2 are set forth below under designations based on such instructions: A(1) Resolutions of Board of Directors of The Manufacturers Life Insurance Company of America establishing Separate Account Four, previously filed as Exhibit A(1) to Registrant's registration statement on Form S-6, April 24, 1987. A(3)(a)(i) Distribution Agreement between The Manufacturers Life Insurance Company of America and ManEquity, Inc., previously filed as Exhibit (A)(3)(a) to Pre-Effective Amendment No. 1, August 13, 1987. A(3)(a)(ii) Amendment to Distribution Agreement, previously filed as Exhibit A(3)(a)(ii) to Post-Effective Amendment No. 9, February 28, 1992. A(3)(b)(i) Specimen agreement between ManEquity, Inc. and registered representatives, previously filed as Exhibit 121 A(3)(b)(i) to Post-Effective Amendment No.9, February 28, 1992. A(3)(b)(ii) Specimen agreement between ManEquity, Inc. and dealers, previously filed as Exhibit A(3)(b)(ii) to Post-Effective Amendment No. 11, February 26, 1993. A(3)(c) Schedule of Sales Commissions, previously filed as Exhibit A(3)(c) to Post-Effective Amendment No. 9, February 28, 1992. A(5)(a) Form of Flexible Premium Variable Life Insurance Policy, as amended, previously filed as Exhibit A(5) to Pre-Effective Amendment No. 2, November 19, 1987. A(5)(b) Endorsement to Flexible Premium Variable Life Insurance Policy, previously filed as Exhibit A(5)(b) to Post-Effective Amendment No. 9, February 28, 1992. A(5)(c) Endorsement to Flexible Premium Variable Life Insurance Policy re redomestication, previously filed as Exhibit A(5)(c) to Post-Effective Amendment No. 11, February 26, 1993. A(6)(a) Restated Articles of Redomestication of The Manufacturers Life Insurance Company of America.** A(6)(b) By-Laws of The Manufacturers Life Insurance Company of America.** A(8)(a) Service Agreement between The Manufacturers Life Insurance Company of America and The Manufacturers Life Insurance Company, previously filed as Exhibit 1.A(8)(a) to Post-Effective Amendment No. 7 to the registration statement on Form N-4 of Separate Account One of The Manufacturers Life Insurance Company of America (File No. 2-88607), March 2, 1989. A(8)(a)(i) Amendment to Service Agreement, previously filed as Exhibit A(8)(a)(i) to Post-Effective Amendment No. 11, February 26, 1993. A(8)(a)(ii) Amendments to Service Agreement: May 31, 1993 and June 30, 1993. Previously filed as Exhibit A(8)(a)(ii) to Post-Effective Amendment No. 13, March 1, 1994. ** Filed Electronically 2 122 A(8)(b) Stoploss Reinsurance Agreement between The Manufacturers Life Insurance Company of America and The Manufacturers Life Insurance Company, previously filed as Exhibit A(8)(b) to Pre-Effective Amendment No. 1, August 13, 1987. A(8)(c) Automatic Coinsurance Agreement between The Manufacturers Life Insurance Company of America and The Manufacturers Life Insurance Company, previously filed as Exhibit (7) to Pre-Effective Amendment No. 1 to the registration statement on Form N-4 of Separate Account Two of The Manufacturers Life Insurance Company of America (File No. 33-14499), September 4, 1987. A(8)(d) Service Agreement between The Manufacturers Life Insurance Company and ManEquity, Inc. dated January 2, 1991 as amended March 1, 1994, previously filed as Exhibit A(8)(d) to Post-Effective Amendment No. 14, April 26, 1994. A(10)(a) Form of Application for Flexible Premium Variable Life Insurance Policy.** A(10)(b) Form of Streamlined Application for Flexible Premium Variable Life Insurance Policy, previously filed as Exhibit A(10)(b) to Post-Effective Amendment No. 5, March 2, 1990. A(10)(c) Form of Short Form Application for Flexible Premium Variable Life Insurance Policy, previously filed as Exhibit A(10)(c) to Post-Effective Amendment No. 5, March 2, 1990. A(10)(d) Form of Application Supplement for Flexible Premium Variable Life Insurance Policy, previously filed as Exhibit A(10)(d) to Post-Effective Amendment No. 7, March 1, 1991. 2. See Exhibit A(5). 3. Opinion and consent of Stephen C. Nesbitt, Esq., General Counsel of The Manufacturers Life Insurance Company of America, previously filed as Exhibit 3 to Pre-Effective Amendment No. 1, August 13, 1987. 4. No financial statements are omitted from the prospectus pursuant to instruction 1(b) or (c) of Part I. 5. Not applicable. ** Filed Electronically 3 123 6. Opinion and consent of John R. Ostler, Vice-President, Chief Actuary and Treasurer of The Manufacturers Life Insurance Company of America.** 7. Form of notice of short term cancellation right and request for refund, previously filed as Exhibit 7 to pre-Effective Amendment No. 1, August 13, 1987. 8(a). Form of notice of right of surrender and refund, previously filed as Exhibit 8 to Pre-Effective Amendment No. 1, August 13, 1987. 8(b). Form of notice of right of surrender and refund (face amount increase), previously filed as Exhibit 8(b) to Post-Effective Amendment No. 9, February 28, 1992. 9. Memorandum Regarding Issuance, Face Amount Increase, Redemption and Transfer Procedures for the Policies.** 10. Consent of Ernst & Young LLP. 11. Consent of Jones & Blouch L.L.P. 12. Financial Data Schedules. ** Filed Electronically 4 124 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 the registrant, SEPARATE ACCOUNT FOUR OF THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA, and its depositor, THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA, certify that the registrant meets all of the requirements for effectiveness of this amended registration statement pursuant to Rule 485(b) under the Securities Act of 1933 and have duly caused this amendment to the registration statement to be signed on their behalf by the undersigned thereunto duly authorized, and the seal of the depositor to be hereunto affixed and attested, all in the City of Toronto, Province of Ontario, Canada, on the 19th day of April, 1996. [SEAL] SEPARATE ACCOUNT FOUR OF THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA (Registrant) By: THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA (Depositor) By: Donald A. Guloien ----------------------------- DONALD A. GULOIEN President THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA By: Donald A. Guloien ----------------------------- DONALD A. GULOIEN President Attest Sheri L. Kocen ---------------- (60)SA4-485(b) 5 125 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date Donald A. Guloien President and Director April 19, 1996 DONALD A. GULOIEN (Principal Executive Officer) SANDRA M. COTTER Director LEONARD V. DAY, Jr. Director Stephen C. Nesbitt Director April 19, 1996 STEPHEN C. NESBITT Joseph J. Pietroski Director April 19, 1996 JOSEPH J. PIETROSKI John D. Richardson Director and Chairman April 19, 1996 JOHN D. RICHARDSON Diane M. Schwartz Director April 19, 1996 DIANE M. SCHWARTZ Douglas H. Myers Vice President, Finance April 19, 1996 DOUGLAS H. MYERS (Principal Financial and Accounting Officer)
6 126 EXHIBITS 7 127
Page in Sequential Numbering System Where Exhibit Exhibit No. Description Located A(1) Resolutions of Board Previously filed as of Directors of The Exhibit A(1) to Regis- Manufacturers Life trant's registration Insurance Company of statement on Form S-6, America establishing April 24, 1987. Separate Account Four A(3)(a)(i) Distribution Agreement Previously filed as between The Manufacturers Exhibit (A)(3)(a) to Life Insurance Company of Pre-Effective Amendment America and ManEquity, Inc. No. 1, August 13, 1987. A(3)(a)(ii) Amendment to Distribution Previously filed as Agreement. Exhibit A(3)(a)(ii) to Post-Effective Amendment No.9, February 28, 1992. A(3)(b)(i) Specimen agreement Previously filed as between ManEquity, Inc. Exhibit A(3)(b)(i) to and registered repre- Post-Effective Amendment sentatives. No. 9, February 28, 1992. A(3)(b)(ii) Specimen agreement Previously filed as between ManEquity, Inc. Exhibit A(3)(b)(ii) to and dealers. Post-Effective Amendment No. 11, February 26, 1993. A(3)(c) Schedule of Sales Previously filed as Commissions. Exhibit A(3)(c) to Post-Effective Amendment No. 9, February 28, 1992. A(5)(a) Form of Flexible Premium Previously filed as Variable Life Insurance Exhibit A(5) to Pre- Policy, as amended Effective Amendment No. 2, November 19, 1987. A(5)(b) Endorsement to Flexible Previously filed as Premium Variable Life Exhibit A(5)(b) to Post- Insurance Policy. Effective Amendment No. 9, February 28, 1992.
8 128
Page in Sequential Numbering System Where Exhibit Exhibit No. Description Located A(5)(c) Endorsement to Flexible Previously filed as Premium Variable Life Exhibit A(5)(c) to Post- Insurance Policy re Effective Amendment No. 11, redomestication. February 26, 1993. A(6)(a) Restated Articles of Redomestication of The Manufacturers Life Insurance Company of America. ** A(6)(b) By-Laws of The Manu- facturers Life Insurance Company of America. ** A(8)(a) Service Agreement between Previously filed as The Manufacturers Life Exhibit 1.A(8)(a) to Insurance Company of Post-Effective Amend- America and The Manu- ment No. 7 to the facturers Life Insurance registration statement Company. on Form N-4 of Separate Account One of The Manufacturers Life Insurance Company of America (File No. 2-88607), March 2, 1989. A(8)(a)(i) Amendment to Service Previously filed as Agreement Exhibit A(8)(a)(i) to Post-Effective Amendment No. 11, February 26, 1993. A(8)(a)(ii) Amendments to Service Previously filed as Agreement: May 31, 1993 Exhibit A(8)(a)(ii) to and June 30, 1993 Post-Effective Amendment No. 13, March 1, 1994. A(8)(b) Stoploss Reinsurance Previously filed as Agreement between The Exhibit A(8)(b) to Manufacturers Life Pre-Effective Amend- Insurance Company of ment No. 1, August 13, 1987 America and The Manu- facturers Life Insurance Company.
** Filed Electronically 9 129
Page in Sequential Numbering System Where Exhibit Exhibit No. Description Located A(8)(c) Automatic Coinsurance Previously filed as Agreement between The Exhibit (7) to Pre- Manufacturers Life Effective Amendment Insurance Company of No. 1 to the regis- America and The Manu- tration statement on facturers Life Insurance Form N-4 of Separate Company. Account Two of The Manu- facturers Life Insurance Company of America (File No. 33-14499), September 4, 1987. A(8)(d) Service Agreement between Previously filed as between The Manufacturers Exhibit A(8)(d) to Post- Life Insurance Company and Effective Amendment ManEquity, Inc. dated No. 14, April 26, 1994. January 2, 1991 as amended March 1, 1994. A(10)(a) Form of Application for Previously filed as Flexible Premium Variable Exhibit A(10) to Pre- Life Insurance Policy. Effective Amendment No. 1, August 13, 1987. A(10)(b) Form of Streamlined Application for Flexible Premium Variable Life Insurance Policy.**
** Filed Electronically 10 130
Page in Sequential Numbering System Where Exhibit Exhibit No. Description Located A(10)(c) Form of Short Form Previously filed as Application for Flexible Exhibit A(10)(c) to Premium Variable Life Post-Effective Amend- Insurance Policy. ment No. 5, March 2, 1990. A(10)(d) Form of Application Previously filed as Supplement for Flexible Exhibit A(10)(d) to Premium Variable Life Post-Effective Amend- Insurance Policy. ment No. 7, March 1, 1991. 2. See Exhibit A(5). 3. Opinion and consent of Previously filed as Stephen C. Nesbitt, Esq., Exhibit 3 to Pre- General Counsel of The Effective Amendment Manufacturers Life Insurance No. 1, August 13, 1987. Company of America. 4. No financial statements are omitted from the prospectus pursuant to instruction 1(b) or (c) of Part I. 5. Not applicable. 6. Opinion and consent of John R. Ostler, Vice- President, Chief Actuary and Treasurer of The Manu- facturers Life Insurance Company of America.** 7. Form of notice of short- Previously filed as term cancellation right Exhibit 7 to Post- and request for refund. Effective Amendment No. 9, February 28, 1992. 8(a). Form of notice of right Previously filed as of surrender and refund. Exhibit 8 to Pre- Effective Amendment No. 1, August 13, 1987.
** Filed Electronically 11 131
Page in Sequential Numbering System Where Exhibit Exhibit No. Description Located 8(b). Form of notice of right Previously filed as of surrender and refund Exhibit 8(b) to Post- (face amount increase). Effective Amendment No. 9, February 28, 1992. 9. Memorandum Regarding Issuance, Face Amount Increase, Redemption and Transfer Procedures for the Policies** 10. Consent of Ernst & Young LLP. 11. Consent of Jones & Blouch L.L.P. 12. Financial Data Schedules.
** Filed Electronically. 12 EX-99.A6A 2 RESTATED ARTICLES OF REDOMESTICATION 1 EXHIBIT 99-1.A(6)(a) 13 2 MICHIGAN DEPARTMENT OF COMMERCE INSURANCE BUREAU RESTATED ARTICLES OF REDOMESTICATION (Domestic) The name of the corporation is THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA. The undersigned company and persons of full age, and pursuant to action by the Company's Board of Directors and stockholders, as appropriate, and subject to the approvals of the Commissioners of Insurance of the Commonwealth of Pennsylvania and the State of Michigan, do make, acknowledge, and verify these Restated Articles of Redomestication for the purpose of redomesticating The Manufacturers Life Insurance Company of America from the Commonwealth of Pennsylvania to the State of Michigan, pursuant to Michigan Insurance Code Sections 500.412 through 500.415, and for the purpose of restating the Articles of Agreement of The Manufacturers Life Insurance Company of America. The following Restated Articles of Redomestication of The Manufacturers Life Insurance Company of America was adopted by the stockholders of the company on the Fifteenth day of September, 1992, in the manner prescribed by law to be filed for approval with the above-identified Commissioners and to be effective immediately upon filing: Each article in the Articles of Agreement of The Manufacturers Life Insurance Company of America, as amended, is deleted in its entirety and the following is substituted in lieu thereof and supersedes the original Articles of Agreement and all amendments thereto: ARTICLE I The name of the corporation and by which it is known in law is The Manufacturers Life Insurance Company of America (the "Company") and its principal office for the transaction of business shall be in the City of Bloomfield Hills, State of Michigan. ARTICLE II The date of incorporation of the Company in the Commonwealth of Pennsylvania was April 11, 1977 and the date of incorporation of the redomesticated Company in the State of Michigan shall also be April 11, 1977. 14 3 ARTICLE III The Company is organized for the following purposes, as authorized by Chapter 6, Act No. 218 of the Public Acts of 1956, as amended, namely: 1. To insure the lives of persons, and every insurance appertaining thereto; to grant and dispose of annuities, including variable life insurance contracts and variable annuity contracts and to insure against personal injury, disablement, or death resulting from traveling or general accidents, and against disablement resulting from sickness, and every insurance appertaining thereto, when written as a part of a policy of life insurance. 2. To insure against personal injury, disablement, or death resulting from traveling or general accidents, and against disablement resulting from sickness, and every insurance appertaining thereto. 3. To have the power to establish either or both general or separate accounts in connection with the business authorized hereunder; to have the power to establish or acquire any subsidiary authorized by law; and to have the power to act in its own right in any similar capacity authorized by law. 4. To have the right to buy, hold, sell, and convey personal property and such real estate or interest therein, as may be necessary or convenient for the proper conduct of the affairs of the corporation, and as permitted by law. 5. To have all the powers conferred by law on a life insurance company organized for the purpose above set forth; and in connection therewith to have all powers conferred by law on all corporations organized and doing business under and by authority of Chapter 52 of the Michigan Insurance Code. ARTICLE IV The term of existence of the Company shall be perpetual. ARTICLE V The annual meeting of the stockholders of the Company shall be held on the First day of May of each year. If for any reason the annual meeting is not held on that date, the Board of Directors shall properly call and notice a special general meeting for the transaction of business of the annual meeting. The annual meeting of the stockholders of the Company shall be held at a place determined by the Company's Board of Directors unless otherwise required by law. ARTICLE VI AUTHORIZED SHARES OF STOCK The amount of capital stock of the Company is Five Hundred Five Million Dollars ($505,000,000.00) divided into two classes: common stock and preferred 15 4 stock; Five Million (5,000,000) shares of the stock, of the par value of One Dollar ($1.00) each, amounting in the aggregate at par to Five Million Dollars ($5,000,000) to be common stock and Five Million (5,000,000) shares of the stock, of the par value of One Hundred Dollars ($100.00) each, amounting in the aggregate at par to Five Hundred Million Dollars ($500,000,000) to be preferred stock. The preferred stock shall be non-voting, except as required by law, and shall be redeemable by the Company at any time determined by its Board of Directors. Preferred stock will take preference over common stock upon liquidation of the company. The holders of shares of common stock shall be entitled to one vote for each share of common stock held in the stockholders name on the books of the company on each matter submitted to a vote of the stockholders. ARTICLE VII DIVIDENDS Dividends and distributions on shares of a particular stock may be declared and paid with such frequency, in such form and in such amount as the Board of Directors may from time to time determine, provided, however, that dividends on the preferred stock will be noncumulative and will be at the rate of 10% on all issued preferred stock. Dividends and distributions may be paid in cash, property or shares, including authorized but unissued shares, or treasury shares, or a combination of any of the foregoing, as determined by the Board of Directors or pursuant to any programs the Board of Directors may have in effect at the time. ARTICLE VIII BOARD OF DIRECTORS The business of the Company shall be conducted by the Board of Directors. The number of Directors shall be not less than five nor more than twenty. At least one Director of the Company shall be a resident of the State of Michigan. Directors shall be elected annually at the annual meeting of stockholders, except that, if the stockholders at a special meeting called for the purpose or without a meeting by unanimous consent, shall increase the number of directors, additional directors to fill the vacancies so created shall be elected at such meeting or by such consent. The majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall not be in attendance, the meeting of the Board of Directors shall be adjourned from time to time until a quorum shall be present. A member of the Board of Directors may be removed, for cause, at any time by the affirmative vote of a majority of the Board of Directors. 16 5 If any vacancy on the Board of Directors shall occur by death, resignation, removal, or otherwise, the remaining directors shall continue to act, and such vacancy may be filled by a majority of the remaining directors, though less than a quorum. The person elected to fill the vacancy shall hold office for the remainder of the unexpired term or until a successor is duly elected and qualified. At its annual meeting, the Board of Directors shall elect a President, a Secretary, and a Treasurer; and may appoint one or more Vice-Presidents and such other officers with authority to act for such Board of Directors as they may see fit or as may be provided for by the Bylaws of the Company. Any person may serve in two or more offices, but a single person may not hold the positions of President and Vice-President or Secretary and Assistant Secretary at one and the same time. ARTICLE IX No director of the Company shall be personally liable to the Company stockholders or policyholders for monetary damages for breach of the director's fiduciary duty, provided that the foregoing shall not eliminate or limit the liability of a director for any of the following: i. a breach of the director's duty of loyalty to the corporation or its stockholders or policyholders; ii. acts or omissions not in good faith or that involve intentional misconduct or knowing violations of law; iii. a violation of Section 5036, 5276 or 5280 of the Michigan Insurance Code, being MCL 500.5036, 500.5276 and 500.5280; iv. a transaction from which the director derived an improper personal benefit; or v. an act or omission occurring on or before the date of filing of these Restated Articles of Redomestication. If the Michigan Insurance Code is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation and personal liability contained herein, shall be eliminated or limited to the fullest extent permitted by the Michigan Insurance Code as so amended. No amendment or appeal of this Article IX shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment or appeal. 17 6 IN WITNESS WHEREOF, , President, and , Secretary of The Manufacturers Life Insurance Company of America, by affixing their signatures below on this day of , 1992 do hereby certify that the Restated Articles of Redomestication herein were duly adopted by the unanimous written consent of the stockholders. - ----------------------------- ------------------------------- , President , Secretary Province of Ontario ) County of ) On this day of , 1992, before me a notary public in and for said county, personally appeared and , known to me to be the persons named in and who executed the foregoing instrument, and severally acknowledged that they executed the same freely and for the intents and purposes therein mentioned. Notary Public, in and for the Province of Ontario, County of My Commission does not expire. 18 EX-99.A6B 3 BY-LAWS 1 EXHIBIT 99-1.A(6)(b) 19 2 THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA BY-LAWS ARTICLE I - Name This corporation shall be known as The Manufacturers Life Insurance Company of America (formerly National Liberty Life Insurance Company of America). ARTICLE II - Purposes This Company shall, through its officers, Board of Directors and persons duly authorized to act for and on behalf of the Company, cause to be issued contracts or policies of insurance in the form and for the purposes as provided for under the statutes of the State of Michigan relating thereto, and the rules and regulations of the Michigan Insurance Bureau and as provided by the laws, rules and regulations of any other states in which the Company may qualify to do business. ARTICLE III - Company Business and Principal Office The business of the Company may be conducted anywhere in the State of Michigan, and in such other states of the United States or elsewhere wherein the Company may qualify for the purpose of the conduct of the business, as authorized by its Restated Articles of Redomestication and amendments thereto. The home office of the Company shall be in Bloomfield Hills, Michigan. The Company may establish branch or district offices, or agencies, elsewhere in the State of Michigan, as well as in such other states in which it may qualify to do the business of insurance. ARTICLE IV - Seal The Company has adopted a seal, a copy of which is impressed herewith, that shall hereafter be used by the Company wherever a seal may be required. ARTICLE V - Stockholders' Meetings Section 1. Place of Meeting. All Annual and Special meetings of the Stockholders shall be held in the city set forth in the Company's Restated Articles of Redomestication as the location of its principal office or such other place as determined by the Board of Directors unless otherwise required by law. 20 3 Section 2. Annual Meeting. The annual meeting of the stockholders of the Company shall be held on the First day of May of each year or at such other time as may be ordered by the Board of Directors. Section 3. Special Meeting. Special meetings of the stockholders may be convened at the request of the majority of the members of the Board of Directors, by the President, or at the written request of stockholders representing forty percent (40%) of the outstanding stock of this Company, duly submitted to the Secretary at least forty-five days before the date of such meeting. The call for a special meeting shall designate the time and place of the said meeting, and as set forth in Section 5. The notice must also set forth the particular purpose or purposes for which the said meeting is being called. Section 4. Quorum. A quorum for the purpose of transacting the business of any meeting shall consist of a majority of the outstanding stock represented either in person or by proxy. A proxy must be filed with the Secretary at least five days prior to any meeting, as provided for in Section 7. Section 5. Notice of Meeting. Except as may otherwise be provided by the Michigan Insurance Code, notice of the annual or any special meetings of the stockholders shall be given to the stockholders either by publication, when required under the Code, or by personal notice mailed, postage prepaid, to the last known address as it appears on the books and records of the Company, at least twenty one days prior to the date of such meeting. Any meeting occurring on a holiday, not attended by a quorum, or at the request of the majority of those present at any meeting, may be continued or adjourned from day to day or to any other day certain without the necessity of any further notice being given to stockholders. Section 6. Business of the Meeting. The annual meeting of the stockholders of the Company shall be an open meeting for all business of any nature, kind or character relating to the affairs of the Company. At this meeting, elections shall be held for members of the Board of Directors whose term expires at the annual meeting, or to fill any existing vacancy. Any business of the meeting may be continued from day to day or to a day certain. Section 7. Voting. Each stockholder shall be entitled to one vote for each share of stock. Each stockholder may vote by proxy. The proxy shall be in writing and must be filed with the Secretary of the Company at least five days prior to the date of the meeting. In all elections for directors, each stockholder having a right to vote may cast the whole number of his votes for one candidate or distribute them among the candidates as he may prefer. Section 8. Action Without a Meeting. Except as otherwise provided in the Restated Articles of Redomestication, or by law, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, prior notice or a vote, if a consent in writing setting forth the action so taken shall be signed by the holders of all the outstanding shares entitled to vote thereon. ARTICLE VI - Directors 21 4 Section 1. Number and Term. There shall be not less than five nor more than twenty members of the Board of Directors. The exact number of directors within said limits shall be determined by the Board of Directors. Each director shall be elected for a period of one year or until his successor has been duly elected and qualified as required herein. A director need not be a stockholder. Section 2. Meetings. An annual meeting of the newly elected Board of Directors shall be held as soon after the annual meeting of shareholders as convenient, but in no event later than thirty days after the annual meeting of the shareholders. Special meetings of the Board of Directors may be called at any time by the President or Chairman and shall be called by the President upon the written request of one-third (1/3) of the directors. Notice of the time and place of each special meeting shall be given to each director no later than the day before the meeting. Section 3. Quorums. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting. If a quorum shall not be in attendance, a meeting may be adjourned from time to time until a quorum shall be present. Section 4. Action Without a Meeting. Except as otherwise provided in the Restated Articles of Redomestication or by law, any action required or permitted to be taken at any regular or special meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, prior notice or a vote, if a consent in writing setting forth the action so taken shall be signed by all the members of the Board of Directors or the committee. Section 5. Vacancies. Any vacancy in the Board of Directors which shall occur by death, resignation, removal or for any other cause may be filled by a vote of the majority of the remaining members of the Board at the next regular or special meeting. The person elected shall hold office for the unexpired term or until a successor is duly elected and qualified. Section 6. Election of Officers. At its annual meeting, the Board of Directors shall elect from among its members a Chairman. It shall also elect a President, Secretary and Treasurer, and if the majority of the Board deems it necessary, may elect Vice Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as it may designate. Any person may be elected to two or more offices, but may not hold the position of both President and Vice President at one and the same time. Section 7. Removal. The Board of Directors by a majority vote may, for cause, at any time remove any officer or director of the Company from office and upon such removal the rights of such persons to the emolument and compensation for services in such office shall forthwith cease and terminate. Section 8. Security. The Board of Directors may from time to time designate the nature, kind and amount, if any, of security that may be required of any officer for the faithful performance of his duty. 22 5 Section 9. Powers of Board of Directors. The Board of Directors shall generally be in charge of the business and affairs of the Company. The business and affairs of the Company in its details shall be conducted and managed by its elected officers. The Board of Directors may by resolution duly adopted, designate or appoint any one to act for and on behalf of the Company, and may delegate specific authority to any elected officer or to any person to do or perform any act or deed for and on behalf of this Company. The Board of Directors may enter into any contract or agreement on any matters relating to the business and affairs of this Company, and it shall be binding upon the Company though extending beyond the terms of office of any or all the members of the Board of Directors. It shall receive reports from its officers and employees, and shall be authorized to issue directives to them. It shall set the policy and the manner of the conduct of the business of the Company. It shall set the salary and compensation, if any, to be paid its elected officers. Subject to the provisions of the Michigan Insurance Code, the investment of the funds of this Company shall be in accordance with the policies prescribed by the Board of Directors, and the elected officers shall act only subject to and within the limits authorized by the Board of Directors. The Board of Directors shall generally have all the duties, powers, rights and privileges granted them by the laws of the State of Michigan as they presently exist or are amended or changed from time to time. ARTICLE VII - Committees Section 1. Executive Committee. There shall be elected at each annual meeting of the Board of Directors an Executive Committee. The Executive Committee shall have all the powers of the Board of Directors in the interim between Board Meetings. The Executive Committee shall consist of three or more members, of which the President shall be a member. Any vacancy shall be filled by the Board of Directors. Regular minutes of the proceedings of the Executive Committee shall be kept, which shall be presented to the meeting of the Board next succeeding such meeting. Section 2. Other Committees. The Board of Directors may elect such other committees as it deems appropriate and desirable at such times, for such durations, for such purposes, under such conditions, and with such authority of the Board as the Board of Directors shall designate. ARTICLE VIII - Officers and Their Duties Section 1. The general management of the business and affairs of this Company shall be conducted and managed by its elected officers in accordance with the duties assigned to each of the said officers by these by-laws or by directives from the Board of Directors, and they shall have the duty to generally supervise the details and procedure or daily operation of the said business and see to the proper performance of same by employees, agents or persons hired or engaged by them on behalf of the Company. 23 6 Section 2. Chairman. The Chairman shall preside at all meetings of the Board of Directors and stockholders. The Chairman shall not be an officer of the Company. He shall have such other powers and perform such other duties as may from time to time be assigned to him by the Board of Directors. Vice Chairman. The Vice Chairman, if one is elected, shall preside at all meetings of the Board of Directors and stockholders in the absence of the Chairman. He shall not be an officer of the Company. He shall have such other powers and perform such other duties as may from time to time be assigned to him by the Board of Directors. President. The President, unless otherwise provided by the Board, shall be the chief executive officer of the Company, and shall have entire supervision of the affairs of the Company subject to the regulations of the Board of Directors. He shall preside at all meetings of the Board of Directors and stockholders in the absence of the Chairman and Vice Chairman. He shall perform all acts properly pertaining to the executive officer of the Company, or that he may be directed to perform by the Board of Directors from time to time. He shall from time to time bring before the Board of Directors such information affecting the business and property of the Company as may be required or advisable. Vice President. Each Vice President shall have such powers and perform such duties as may from time to time be assigned to him or them by the Board of Directors. Unless otherwise ordered by the Board of Directors, the Vice Presidents in the order of their seniority shall, in the absence or the inability of the President, perform the duties of that office until the return of the President or the disability shall have been removed or a new President shall have been elected. Secretary. The Secretary shall have such particular powers as pertains to his office, and such authority as may be granted to him by the Board of Directors. He shall have a custody of the corporate seal, attend all the regular and special meetings of the stockholders, Board of Directors, and committees, keep accurate minutes of the proceedings at each of such meetings and report the same at a succeeding meeting of the committee, Board of Directors, or of the stockholders. He shall attend to the giving of all notices required by law or by these by-laws to be given to stockholders, directors or committees unless and except as the President or the Board of Directors may from time to time designate some other officer to perform such functions. The Secretary may delegate any of his ministerial duties to any Assistant Secretary. Assistant Secretaries. The Assistant Secretaries shall have such powers and perform such duties as may be assigned to them by the Board of Directors or by the Secretary of the Company. Treasurer. The Treasurer shall be the custodian of all the funds and securities of the Company. He shall have such powers and authorities as may be granted to him by the Board of Directors. He shall have the right to delegate any of his ministerial duties to the Assistant Treasurer and shall also have the right to enter into custodian agreements with banks or trust companies or other corporations authorized by law to act as custodians. 24 7 Assistant Treasurer. Assistant Treasurers shall have such power and duties as may be granted to him or them by the Board of Directors or as may be assigned to him or them by the Treasurer. The Treasurer and Assistant Treasurer may be required to file a bond in the sum of at least Five Thousand Dollars ($5,000.00) with corporate surety. The amount of the bond may from time to time be increased or decreased by the Board of Directors. Other Officers. The Board of Directors shall have the power from time to time at any of its regular meetings or special meetings called for that purpose, to create such additional officers, to elect persons to such offices and assign their duties and powers. Section 3. Delegation of Authority. In the event of death, resignation, absence, disability or removal of any officer, the Board of Directors may delegate the power and duties of such office to any other officer, or appoint any other person to said position for the balance of the term. Section 4. Bonds. Every officer and employee of the Company may be required by the Board of Directors to furnish a bond for the faithful performance of their duties and trust at the expense of the Company. Said bond shall be in an amount prescribed by the Board of Directors and with such surety and in such form and amount as required by the Board of Directors. ARTICLE IX - Certificates of Stock The certificates for shares of capital stock of the Company shall be in such form, not inconsistent with the Restated Articles of Redomestication, as shall be approved by the Board of Directors. Certificates of stock shall be issued under the seal of the Company and shall be signed by the President or a Vice President and the Secretary, and countersigned by the Treasurer. Shares of stock of the Company shall be transferable only on the books of the Company by the registered holder thereof in person or by attorney duly authorized, and upon the surrender and cancellation of the certificate thereof duly endorsed. The Board of Directors may direct the proper officers to issue new certificates of stock in lieu of others which may have been lost or destroyed, after the expiration of thirty days from receipt of request therefor, provided the person requesting the new certificate shall make an affidavit of the facts concerning loss or destruction and shall give the Company a bond of indemnity in such form, amount, and with such surety, as is acceptable to the Board of Directors. ARTICLE X - Fiscal Year The fiscal year of the Company shall begin on the first day of January and terminate on the thirty-first day of December in each year. 25 8 ARTICLE XI - Bank Accounts The Board of Directors shall have the authority on behalf of the company and in its name to open or close an account or accounts in any reputable banks or trust companies wherein there shall be deposited the funds of the Company. Withdrawals from the said bank deposit shall be made by cheque or draft signed only by such person or persons as may be specifically authorized so to do by the Board of Directors. The Board of Directors may authorize a facsimile signature on all cheques or drafts drawn for any amount. ARTICLE XIa 1. All deeds, powers of attorney, contracts, documents, and instruments in writing requiring to be executed by the Company under Seal shall be signed on behalf of the Company by such Officer or Officers, or person or persons as may be designated from time to time by Resolution of the Board of Directors. 2. All instruments and documents necessary to sell, assign, transfer, purchase or accept shares, stocks, bonds, debentures and other like securities out of or into the name of the Company shall be signed on behalf of the Company by such Officer or Officers, or person or persons as may be designated from time to time by Resolution of the Board of Directors. ARTICLE XII - Reinsurance The Board of Directors shall have the right to reinsure all or any of the Company's liabilities under all or any of its policy contracts, subject to the laws of the State of Michigan. ARTICLE XIII - Notices Wherever any notice is required by these by-laws, such notice may be waived in writing by all of the persons entitled to such notice, anything to the contrary herein notwithstanding. 26 9 ARTICLE XIV - Amendments These by-laws may be altered, amended, or repealed, except as otherwise provided by law, by the affirmative vote of a majority of the Board of Directors, if notice of the proposed alteration, amendment or repeal be contained in the notice of the meeting of the Board of Directors at which such action is proposed. The undersigned, the Secretary of the Company, states that these By-laws were adopted as and for the by-laws of the Company on the day of , 1992. Dated: _________________ ____________________________________ Secretary 27 EX-99.A10B 4 FORM OF STREAMLINED APPLICATION 1 EXHIBIT 99.1-A(10)(b) 28 2 APPLICATION FOR LIFE INSURANCE TO The Manufacturers Life Insurance Company of America (herein after referred to as The Company) Manulife Financial Application No. PLEASE PRINT AND USE BLACK INK. ANY CHANGES MUST BE INITIALLED BY THE PROPOSED INSURED AND/OR OWNER. Policy No. Proposed Life Insured 1a. Name (first, middle, last) 1b. Date of Birth (mmm/dd/yy) 1c. Place of Birth 1d. Soc. Sec. No./Tax I.D. No. 1e. Sex 1f. Occupation 1g. Specific Duties 1h. How Long? 1i. Home Address City State Zip 1j. How Long? 1k. Employer Name and Address City State Zip 1l. How Long? Owner if other than Proposed Life Insured 2a. Name (first, middle, last) 2b. Date of Birth (mmm/dd/yy) 2c. Occupation 2d. Relationship to Proposed Life Insured 2e. Address City State Zip 2f. Employer Name and Address City State Zip 2g. If home address or employer has changed in last 2 years, give details: Successor Owner - Recommended for Juvenile Insurance - Not recommended for buy-sell or corporate-owned 3a. Name 3b. Relationship to Owner 3c. Soc. Sec. No./Tax I.D. No. Beneficiary(ies) subject to change by Owner 4a. Primary 4b. Relationship to Proposed Life Insured 4c. Secondary 4d. Relationship to Proposed Life Insured Send Premium Notices To: 5a. Insured Owner Business Residence Other (give details below): 5b. Name Address City State Zip Life Insurance in Force: 6a. Total insurance in force on the Proposed Life Insured's life $ 6b. Total insurance currently pending with all companies, including this application $. Of this total, what amount of insurance do you intend to accept? $ 6c. List policies in force Year of Accidental GI Option Company Issue Group? Face Amount Death Amount Business Personal 7. Have you ever been declined for insurance, or been offered insurance with restricted benefits or at other than standard rates? Y/N 8. Is this insurance to replace, or will it cause a change in, or involve a loan under, any insurance or annuity policy on any Proposed Life Insured's life or in any insurance or annuity policy owned by the Owner? If "Yes", to either 7 or 8, give details below: Y/N Page 1 Manulife Financial and the block design are registered service marks of The Manufacturers Life Insurance Company and are used by it and its subsidiaries: The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life Insurance Company of America, Manulife Series Fund, Inc. and ManEquity Inc. Form NB0777UA (0296) 29 3 Application No. PLEASE PRINT Policy Applied For 9a. Plan: 9b. Face Amount (policy only, excluding Supplementary Benefits): $ 9c. If an additional or optional policy is being applied for in a separate application, state plan and amount. 9d. Loan Interest Rate (Check loan rate applicable to the policy being applied for) 5.75% 8% Variable 9e. If a supplementary benefit applied for cannot be approved, should the policy be issued without it? Yes No Not Applicable 9f. Is a policy guarantee being applied for? Yes No Not Applicable If "Yes", indicate type of policy guarantee: No Lapse Guarantee Death Benefit Guarantee Supplementary Benefits Single-Life Plans Survivorship Plans 10. Total Disability Waiver of Monthly 11. Policy Split Option Deductions Four Year Term (EPR) Guaranteed Policy Value Total Disability Waiver of Supplementary Insurance Option $ Monthly Deductions Additional Life (number of lives Other (state which) maximum 6) (complete application NB0573UA for each additional life) Other (state which) Premiums 11a. Frequency: Annual Semi Quarterly Monthly Single 11b. If monthly, ManuMatic Transfer 11c. Planned Premium $ 11d. Additional "once only" premium $ 11e. Amount paid with application $ Death Benefit 12. Option 1: Face Amount Option 2: Face Amount Plus Policy Value Special Requests 13. Home Office Corrections or Amendments (NOT APPLICABLE IN WEST VIRGINIA) 14. Page 2 30 4 Application No. PLEASE PRINT Smoking Questions 15a. Have you used tobacco in any form during the past 2 years (including cigars, cigarillos, a pipe, chewing tobacco or cigarettes? Y/N 15b. Do you use any medication or product containing nicotine? Y/N If "Yes", give details: 15c. Have you smoked any cigarettes during the past 12 months? If "Yes", how many? Y/N 15d. Were you previously a cigarette smoker but have now stopped? Y/N If "Yes", when did you stop? Give month and year: Avocation Questions 16a. Do you have any part-time or seasonal occupation? Y/N 16b. Do you expect to change your occupation? Y/N 16c. Do you expect to change your country of residence? Y/N If "Yes", give details: 17a. Have you flown as a student pilot, licensed pilot or crew member in any aircraft (including ultralight planes) in the past 2 years? Y/N 17b. Are any such flights planned in the future? Y/N 17c. Have you engaged in any form of motor vehicle or power boat racing, sky diving, skin or scuba diving, parachuting, hang-gliding, mountain climbing or ballooning in the last 2 years? Y/N 18a. What is your Drivers License Number? State Y/N 18b. Have you been convicted of 3 or more moving violations within the past 3 years? Y/N 18c. Have you been convicted of driving while intoxicated or while otherwise impaired? If "Yes", give details? Y/N Financial Questions Complete when amount of insurance is $250,000.00 and more, or when applying for business insurance for any amount, or insurance on the life of a juvenile for any amount. 19. What is the purpose of this insurance? (e.g. estate conservation, buy-sell, keyman) 20. How was the need for this amount determined? (Please submit copies of financial statement(s), estate analysis, contractual agreements, etc.) 21a. Gross annual earned income (salary, commissions, bonuses, etc.)$ 21b. Gross annual unearned income (dividends, interest, net real estate income, etc.)$ 21c. Total Assets $ 21d. Total Liabilities? $ 21e. Personal Net Worth? $ Juvenile Insurance: 22a. Are all brothers and sisters equally insured? Yes No If "No", give details: 22b. Are parent(s) / guardian covered by life insurance? Yes No If "Yes", how much is in force? If "No", why not? Business Insurance: Provide the following information on your company
Current Year Previous Year 23a. Assets $ $ 23b. Liabilities $ $ 23c. Gross Sales $ $ 23d. Net Income after taxes $ $ 23e. Fair Market Value of the business $ $
23f. What percentage of the business is owned by the proposed Life Insured? % 23g. Are other partners/owners/executives being insured? Give details: 24. In the past 5 years, has the Proposed Life Insured or the business had any major financial problems (bankruptcy, etc.)? Y/N If "Yes", give details: 31 5 Application No. PLEASE PRINT Medical Questions: -Please provide details to "Yes" answers in the space below 25. Have 2 or more of your immediate family members (parents, brothers and sisters) prior to age 65, died of or been diagnosed as having coronary artery disease, stroke or kidney disease? Yes No
26. LIVING DECEASED Family History Age Give Details of Present Health Age Cause of Death Father Mother Brothers and Sisters
27a. Your Height 27b. Your Weight 27c. Any weight loss in the last year? Y/N 28a. Name and address of personal or attending doctor: 28b. Date last consulted? 28c. Reason and any medication/treatment given: 28d. List any medications you are taking currently: 29. So far as you know, within the last 10 years have you had or been told by a doctor that you had: a.) Chest pain, shortness of breath, heart murmur, high blood pressure, stroke, irregular heart beat, or any other disease or disorder of the heart or arteries? Y/N b.) Diabetes or disease of any glands? Y/N c.) Mental or emotional disorder, nervous breakdown, convulsions, epilepsy, paralysis or any other disorder of the brain or nervous system? Y/N d.) Arthritis, gout, or any bone, joint, muscle or skin disorder? Y/N e.) Asthma, bronchitis, pneumonia, emphysema or any lung disorder? Y/N f.) Cirrhosis, hepatitis, ulcer, colitis, diverticulitis, ileitis, or other disease of the liver, gall bladder, pancreas, stomach or intestines? Y/N g.) Prostate or testicular disease, disease of the uterus, ovaries or breast? Y/N h.) Anemia, leukemia, clotting disorders, platelet disorders, infections, or sources of blood loss? Y/N i.) Disorder of the urinary tract or kidneys - sugar, albumin or blood in the urine? Y/N j.) Cancer or tumors? Y/N k.) An operation or admission to a hospital or any other health care facility for observation, treatment of any illness or diagnostic tests (including treadmill stress test for insurance)? Y/N l.) Any other health impairment or medically treated condition? Y/N m.) Treatment or advice from a physician, or licensed practitioner, regarding alcohol or drug use? Y/N 30. Within the last 10 years have you been diagnosed by a doctor as having Acquired Immune Deficiency Syndrome (Aids)? Y/N PLEASE PROVIDE DETAILS TO ANY "YES" ANSWERS (If more space is required, use the Medical Questions Continuation Sheet)
Question Name, Address, Phone No. of Duration Reason and any Number Date Attending Doctor and Hospital of Condition treatment given
Page 4 32 6 Application No. Request for Taxpayer Identification Number and Certification (To Be Completed by Owner/Taxpayer) In order to comply with IRS regulations regarding Social Security Number Tax Identification Numbers and Backup Tax - - Withholding, individuals and sole proprietors MUST give their Social Security Number. Other entities MUST give their Employer Identification Number. If you have no number or you have applied for a number Employer ID Number and are waiting for one to be issued, write "APPLIED FOR" - in the boxes. You then have 60 days to supply your TIN number to us. After 60 days, The Company must begin Backup Tax Withholding. CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), AND (2) I am not subject to Backup Tax Withholding either because I have not been notified by the Internal Revenue Service (IRS) that I am subject to Backup Tax Withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to Backup Tax Withholding (does not apply to real estate transactions, mortgage interest paid, the acquisition or abandonment of secured property, contributions to an individual retirement arrangement (IRA), and payments other than interest and dividends). Certification Instructions - You MUST cross out item (2) above if you have been notified by the IRS that you are currently subject to Backup Tax Withholding because of underreporting interest or dividends on your tax return. Page 5 33 7 Application No. Signatures The Proposed Life Insured (or Parent or Guardian) has read the statements and answers to the medical evidence portion and they are complete and true to the best of his/her knowledge and belief. The Proposed Life Insured hereby agrees that they shall form part of the application for life insurance for which such medical evidence was required by The Company. The Proposed Life Insured (or Parent or Guardian) acknowledges receipt of The Notice of Disclosure of Information. The Proposed Life Insured and Owner (or Parent or Guardian) agree that: 1.) The statements and answers in this application are complete and true to the best of their knowledge and belief. 2.) UNLESS THE TERMS AND CONDITIONS OF THE TEMPORARY LIFE INSURANCE AGREEMENT ARE SATISFIED SO THAT INSURANCE IS PROVIDED UNDER THAT AGREEMENT, INSURANCE UNDER ANY POLICY ISSUED ON THE APPLICATION WILL BECOME EFFECTIVE ONLY WHEN THE FIRST PREMIUM HAS BEEN PAID IN FULL AND THE POLICY HAS BEEN DELIVERED; PROVIDED THAT AT THE TIME OF DELIVERY THERE HAS BEEN NO DETERIORATION IN THE INSURABILITY OF ANY PERSON PROPOSED FOR LIFE INSURANCE AS STATED IN THE APPLICATION, SINCE THE DATE OF THE APPLICATION. They are aware The Company has underwriting rules to determine insurability. 3.) (NOT APPLICABLE IN WEST VIRGINIA) Acceptance of the policy will, where permitted by law, constitute agreement to its terms and ratification of any changes specified by The Company in the policy, except that any change of amount, classification, plan, benefits or age at issue will be made only with the Owner's written consent. THE PROPOSED LIFE INSURED AND OWNER (OR PARENT OR GUARDIAN) UNDERSTAND THAT UNDER THE POLICY APPLIED FOR, THE AMOUNT OF THE INSURANCE BENEFITS, THE DURATION OF THE INSURANCE COVERAGE, AND THE POLICY VALUE MAY INCREASE OR DECREASE DEPENDING ON THE INVESTMENT EXPERIENCE OF THE CHOSEN INVESTMENT ACCOUNT AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. Signed at (City/State) this day of 19 (X) Witness (X) Signature of Proposed Life Insured (X) Witness (X) Signature of Owner, if other than Proposed Life Insured (X) Witness (X) Signature of any Proposed Juvenile Life Insured over age 10 (X) Signature of Registered Representative if other than Witness (X) Consent of Parent or Guardian, if other than Owner Father Mother Guardian All other Registered Representatives sharing commissions for this policy must also sign here. (X) Signature of Registered Representative (X) Place and Date (X) Signature of Registered Representative (X) Place and Date (X) Countersignature of Licensed Resident Agent (where required by law) Page 6 34 8 Authorization To Obtain Information The Manufacturers Life Insurance Company The Manufacturers Life Insurance Company (U.S.A.) The Manufacturers Life Insurance Company of America (hereinafter referred to as The Company) Application No. I hereby give permission to any physician, medical care provider, hospital, clinic, laboratory, insurance company or MIB Inc. (The Medical Information Bureau) or any other similar person or organization to give The Company and to its reinsurers, information about me or any of my minor children who are to be insured. The information collected by The Company may relate to the symptoms, examination, diagnosis, treatment or prognosis of any physical or mental condition. Although information related to drug or alcohol abuse is protected from disclosure by Federal Regulation 42 CFR Part 2, I give permission to The Company to collect this information for those purposes which are described below. I understand that I can revoke this permission to collect information related to drug or alcohol abuse at any time, but any revocation will not affect such information that has already been collected and relied on by The Company. Information collected under this Authorization will be used by The Company to evaluate my application for insurance, to evaluate a claim for benefits, or for reinsurance or other insurance purposes. I understand that I have a right to receive a copy of this form. I agree that a photocopy of this form will be as valid as the original. This Authorization will be valid for two years from the date shown below. I acknowledge receipt of the Notice of Disclosure of Information. Date (mmm/dd/yy) (X) Signature of Proposed Life Insured Name(s) of minor child(ren) proposed for insurance (X) Witness (X) Signature of Parent or Guardian (if minor children proposed for insurance) [Bar Code] Manulife Financial and the block design are registered service marks of The Manufacturers Life Insurance Company and are used by it and its subsidiaries: The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life Insurance Company of America, Manulife Series Fund, Inc., and ManEquity, Inc. Form NB1116US (0194) 35 9 Notice of Disclosure of Information The Manufacturers Life Insurance Company; The Manufacturers Life Insurance Company (U.S.A.); The Manufacturers Life Insurance Company of America; (hereinafter referred to as The Company) Detach and give to Proposed Life Insured Application No. This brief description of our underwriting process is designed to help you understand how an application for life insurance is handled, the types and sources of information we may collect about you, the circumstances under which we may disclose that information to others and your right to learn the nature and substance of that information upon written request. The purpose of the underwriting process is to make sure that you qualify for life insurance under the rules of The Company and, assuming you do, establish the proper premium charge for that insurance. The underwriting process assures that the cost of insurance is distributed equitably among all policyowners, and that each individual pays his or her fair share. The information necessary to evaluate your application is dependent upon your age, the amount of insurance you are applying for, your medical history, your occupation, your avocations and other personal information. Your answers on the application are the principal source of information, however additional sources of information may be required. Information given in your application may be made available to other insurance companies to which you make application for life or health insurance coverage or to which a claim is being submitted. Information you provide will be treated as confidential. The Company may, however, make a brief report thereon to the Medical Information Bureau (M.I.B.), a non-profit membership organization of life insurance companies which operates an information exchange on behalf of its members. Upon request by another member insurance company to which you have applied for life or health insurance coverage or to which a claim is submitted, M.I.B. will supply such company with the information it may have in its files. Upon receipt of a request from you, the Bureau will arrange disclosure of any information it may have in your file. (Medical information will be disclosed only to your attending physician). If you question the accuracy of information in the Bureau's file, you may contact the Bureau and seek a correction in accordance with the procedures set forth in the Federal Fair Credit Reporting Act. The address of the Bureau's Information Office is Post Office Box 105, Essex Station, Boston, Massachusetts 02112; telephone number (617) 426-3660. The Company may also release information in its file to other life insurance companies to whom you may apply for life or health insurance, or to whom a claim for benefits may be submitted. As part of our normal procedure, an investigative consumer report may be prepared concerning character, general reputation, personal characteristics and mode of living, except as may be related directly or indirectly to your sexual orientation. This information will be obtained through a personal interview and/or interviews with friends, neighbors and associates. A complete and accurate disclosure of the nature and scope of the investigative consumer report, if one is prepared, will be provided to you upon written request to the Senior Underwriting Consultant, The Manufacturers Life Insurance Company, 200 Bloor Street East, Toronto, Canada M4W 1E5. Manulife Financial and the block design are registered service marks of The Manufacturers Life Insurance Company and are used by it and its subsidiaries: The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life Insurance Company of America, Manulife Series Fund, Inc., and ManEquity, Inc. Form NB1116US (0194) 36 10 Notice Regarding Temporary Life Insurance Agreement and Receipt The Manufacturers Life Insurance Company The Manufacturers Life Insurance Company (U.S.A.) The Manufacturers Life Insurance Company of America (hereinafter referred to as The Company) DO NOT DETACH Application No. Policy No. Name of Proposed Life Insured HEALTH QUESTIONS. Has the Proposed Life Insured under this application: (a) within the last 12 months been treated or had treatment recommended by a member of the medical profession for any heart problem, stroke, cancer or pneumonia? Y/N (b) within the last 60 days had or been advised to have any additional medical diagnostic test, treatment or surgery not yet performed? Y/N (c) within the last 2 years, been declined for life or disability income insurance? Y/N I have read and understand the terms and conditions of the Temporary Life Insurance Agreement. The Proposed Life Insured agrees that to the best of his/her knowledge and belief the answers to the above Health Questions are true. Signed at (City/State) this day of 19 (X) Witness (X) Signature of Proposed Life Insured (X) Witness (X) Signature of Owner (if other than Proposed Life Insured) (X) Witness (X) Signature of Parent or Guardian (if minor child is Proposed Life Insured [bar code] Manulife Financial and the block design are registered service marks of The Manufacturers Life Insurance Company and are used by it and its subsidiaries: The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life Insurance Company of America, Manulife Series Fund, Inc., and ManEquity, Inc. Form NB1074US (0196) 37 11 Temporary Life Insurance Agreement and Receipt The Manufacturers Life Insurance Company The Manufacturers Life Insurance Company (U.S.A.) The Manufacturers Life Insurance Company of America (hereinafter referred to as The Company) The Company acknowledges receipt of $ as a premium for life insurance applied for on the life of for Application number Date (X) Signature of Agent or Registered Representative ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO THE COMPANY AS INDICATED IN THE CHECK BOX ABOVE; 200 BLOOR STREET EAST, TORONTO, CANADA M4W 1E5. DO NOT MAKE CHECKS PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK. The Company will pay a death benefit to the beneficiary named in the Application if any Proposed Life Insured or the survivor under a Survivorship Plan dies while this Agreement is in effect, subject to the terms and conditions set out below. 1. LIMITED AMOUNT OF INSURANCE. The amount of coverage under this Agreement will be the lesser of: (a) the amount of insurance applied for including any supplementary benefits and accidental death benefit if the Proposed Life Insured's death is caused by an accident; and (b) $1,000,000 ($5,000,000 for Survivorship plans or $200,000 for juvenile insurance). This maximum amount of coverage applies to the total amount under this Agreement and any other Temporary Life Insurance Agreement with The Company covering the Proposed Life Insured. If there are two or more persons proposed for insurance, this maximum amount applies to the total coverage. (See Over) Manulife Financial and the block design are registered service marks of The Manufacturers Life Insurance Company and are used by it and its subsidiaries: The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life Insurance Company of America, Manulife Series Fund, Inc., and ManEquity, Inc. Form NB1074US (0196) 38 12 2. ACCIDENTAL DEATH BENEFIT LIMITATION. If the benefits applied for include an accidental death benefit, no such benefit will be paid in respect of a death caused by: (a) voluntarily taking or absorbing of any drug, medicine, sedative or poison (except in connection with any Proposed Life Insured's employment) unless prescribed by a licensed doctor other than the Proposed Life Insured; (b) suicide whether sane or insane except as provided in Missouri; or (c) travel in any aircraft other than as a passenger. Exclusion (a) does not apply to applications taken in Connecticut or other states which disallow this exclusion. 3. TEMPORARY LIFE INSURANCE AGREEMENT. If any of questions (a) (b) or (c) in the Notice Regarding Temporary Life Insurance Agreement and Receipt is answered "yes" or left blank, no money will be accepted and no coverage will be provided under this Agreement. 4. DATE INSURANCE BEGINS. Insurance under this Agreement will begin on the date of this Agreement if The Company's Application for Life Insurance has been completed and a payment has been received by The Company for at least one-twelfth of the annual premium for the basic plan and any riders or supplementary benefits requested in the Application. If payment is made by check or draft, no insurance will be provided by this Agreement unless the check or draft is honored when first presented for payment. 5. DATE INSURANCE ENDS - 90 DAY MAXIMUM. Insurance under this Agreement will end on the earliest of: (a) the 90th day after the date of this Agreement; (b) the day before the date insurance takes effect under the policy applied for; (c) the date The Company offers insurance other than as applied for; or (d) the date The Company mails notice to the applicant that the Application is declined and refunds the premium paid. (a) does not apply to applications taken in Connecticut. 6. SUICIDE. Except as otherwise provided in Missouri, if any person proposed for insurance, whether sane or insane, commits suicide, The Company will only be liable for a refund of the premium paid. 7. MISREPRESENTATION. If there is any material misrepresentation in the answers to the Health Questions in the Notice Regarding Temporary Life Insurance Agreement and Receipt, the Application or in any Medical Evidence Exam form submitted to The Company related to any Proposed Life Insured, The Company will only be liable for a refund of the premium paid. 8. OTHER CONDITIONS. No one is authorized to: (a) accept any premium for any Proposed Life Insured under 15 days of age or over age 70 (nearest birthday) as at the date of this Agreement; or (b) change or waive any provision of this Agreement. THE ABOVE EXCLUSIONS APPLY EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE STATE LAW. Form NB1074US (0196) 39 13 Application No. PLEASE PRINT To be answered by the Registered Representative (Required for ALL applications) 1. If the Owner is a Corporation, Partnership, Trust or other legal entity, the NASD requires such entity to provide The Company with documentation detailing the name(s) of all individuals authorized to transact business on behalf of the entity. This requirement will be satisfied by submitting a copy of the Corporation Resolution, Partnership Agreement, or Certification by Trustee form. List the name(s) of individual(s) authorized to transact business on behalf of the entity: 2. Temporary Life Insurance Agreement Issued? Yes No 3. To the best of your knowledge, is this insurance intended to replace, or will it cause a change in, or involve a loan under, any insurance or annuity policy on the life of any Proposed Life Insured or in any insurance or annuity policy owned by the Owner? Yes No If "Yes", give details and complete any replacement forms that are required. Advise whether any policy being replaced was itself a replacement policy within the past 5 years. 4. Is this a 1035 exchange? Yes No If "Yes", how many policies will be exchanged? List policies: Type of Contract Company Name Policy No. (Annuity, Life, Term, Annuitant/Insured Owner Endowment) 5. Additional information to be used in assessing suitability. (Please give explanation if annual premium is more than 3% of annual income, if spouse's income is to be included in determining suitability, if answers to income and net worth have not been provided, etc.): 6. If you are sharing the commissions for this policy with another agent(s) or entity(ies), please complete the following: Name of Agent/Entity Agent Code Share Remarks Total 100% I certify that I have truly and accurately recorded on the application all the information supplied by the Proposed Life Insured (or Parent or Guardian). I certify that a current prospectus (and any supplement) for the policy applied for has been given to the Proposed Life Insured, and to the Owner if other than the Proposed Life Insured, and that no sales materials other than those approved by the appropriate regulating authorities have been used. (X) Signature of Registered Representative (X) Place and Date All other Registered Representatives sharing commissions for this policy must also sign here. (X) Signature of Registered Representative (X) Place and Date (X) Signature of Registered Representative (X) Place and Date Office of Supervisory Jurisdiction Has this application been approved by the Office of Supervisory Jurisdiction? Yes No If answer is "No", explain: 19 Name of Broker/Dealer Registered Principal Signature Date (Month/Day/Year) Page 9 40 14 Application Supplement for Investment Allocation and Investor Suitability The Manufacturers Life Insurance Company of America (hereinafter referred to as The Company) Required with all Applications for Flexible Premium Variable Life Insurance. Please print and use black ink. Any changes must be initialled by the Owner. A signature is required on the reverse side. This Application Supplement is deemed to be part of Application No. Investment Allocation of Net Premiums Choose one or more of the accounts listed below by indicating percentages of net premium. There are no minimum percentages, but allocation percentages must be whole numbers. Total must be 100%.
VARIABLE ACCOUNTS AGGRESSIVE GROWTH FUNDS: Manulife Pacific Rim Emerging Markets Fund % Manulife International Fund % Manulife Emerging Growth Equity Fund % SPECIALTY FUND: Manulife Real Estate Securities Fund % EQUITY FUNDS: NASL Equity Trust % Manulife Common Stock Fund % NASL Value Equity Trust % Manulife Equity Index Fund % NASL Growth and Income Trust % BALANCED ASSETS FUNDS: Manulife Balanced Assets Fund % NASL Aggressive Asset Allocation Trust % NASL Moderate Asset Allocation Trust % NASL Conservative Asset Allocation Trust % BOND FUNDS: Manulife Capital Growth Bond Fund % NASL U.S. Government Securities Trust % MONEY MARKET FUND: Manulife Money-Market Fund % GUARANTEED ACCOUNT Guaranteed Interest Account %
Note: NASL refers to North American Security Life (see over) [bar code] Manulife Financial and the block design are registered service marks of The Manufacturers Life Insurance Company and are used by it and its subsidiaries: The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life Insurance Company of America, Manulife Series Fund, Inc., and ManEquity, Inc. Form NB0031UA (0296) 41 15 Investor Suitability These questions apply to the OWNER of the policy. All questions must be answered. 1. Have you received a current prospectus for the policy applied for? Y/N Date of prospectus Date of supplement 2. DO YOU UNDERSTAND THAT UNDER THE POLICY APPLIED FOR: (a) The amount of the insurance benefits, or the duration of the insurance coverage, or both, may be variable or fixed? Y/N (b) The amount of the insurance benefits, the duration of the insurance coverage, and your policy value, may increase or decrease depending on the investment experience of the chosen investment accounts and are not guaranteed as to dollar amount? Y/N 3. With that in mind, is the policy in accord with your insurance objectives and your anticipated financial needs? Y/N 4. PURPOSE OF INSURANCE PERSONAL: Estate creation Estate conservation BUSINESS: Buy-sell Deferred compensation Keyman Pension trust Other: 5. ANNUAL INCOME OF OWNER $250,000 plus $ 35,000 to $49,999 $15,000 to $19,999 $100,000 to $249,999 $ 25,000 to $34,999 $10,000 to $14,999 $ 50,000 to $ 99,999 $ 20,000 to $24,999 Under $10,000
6. NET WORTH OF OWNER $1,000,000 plus $100,000 to $249,999 $ 500,000 to $999,999 Under $100,000 $ 250,000 to $499,000
If answers are not given to the above questions on income and net worth, The Company will assume that the Owner has carefully considered the investment objectives of the chosen Investment Accounts and has decided that those objectives are suitable for his/her situation(s). I decline to provide answers to questions related to income and net worth. Signatures signed at (City/State) this day of 19 (X) Witness (Registered Representative) (X) Signature of Owner (X) Name of Registered Representative (PRINT NAME) 42 EX-99.6 5 JOHN R. OSTLER OPINION AND CONSENT 1 EXHIBIT 99-6 43 2 April 19, 1996 The Manufacturers Life Insurance Company of America 500 N. Woodward Avenue Suite 250 Bloomfield Hills Michigan 48304 U.S.A. Gentlemen: This opinion is furnished in connection with the filing of Post- Effective Amendment No. 20 to Registration Statement No. 33-13774 on Form S-6 ("Registration Statement") which covers premiums expected to be received under Flexible Premium Variable Life Insurance Policies ("Policies") to be offered by The Manufacturers Life Insurance Company of America ("Company"). The prospectus included in the Registration Statement describes Policies which will be offered by the Company in each State where they have been approved by appropriate State insurance authorities. The Policy form was prepared under my direction, and I am familiar with the amended Registration Statement and Exhibits thereto. In my opinion: (l) The table of corridor percentages shown under the caption "What Death Benefit Options Are Available?" is consistent with the Policy's provisions. (2) The illustrations of death benefits based on Policy Value multiplied by corridor percentage shown under the caption "What Death Benefit Options Are Available?", based on the assumptions stated in the illustrations, are consistent with the provisions of the Policy. (3) The illustration of Modified Policy Debt shown in the second paragraph under the caption "What Are The Provisions Governing Policy Loans?", based on the assumptions stated in the illustration, is consistent with the Policy's provisions. (4) The illustration of an application of the loan tier amount shown under the sub-caption "Interest Credited to the Loan Account" of the caption "What Are The Provisions Governing Policy Loans?", based on the assumptions stated in the illustration, is consistent with the provisions of the Policy. (5) The Loan Account illustration shown as a sub-caption under the caption "What Are The Provisions Governing Policy Loans", based on the assumption stated in the illustration, isconsistent with the Policy's provisions. (6) The schedule of deferred underwriting charges shown under the sub-caption "Deferred Underwriting Charge" of the caption "What Are The Surrender Charges?" is consistent with the Policy's provisions. 44 3 (7) The table under the sub-caption "Deferred Underwriting Charge" of the caption "What Are The Surrender Charges?" showing, on an annual basis, the surrender charge applied to the Policy five years or more after issuance of the Policy or a face amount increase, is consistent with the provisions of the Policy. (8) The table under sub-section "Deferred Sales Charge" of the caption "What Are The Surrender Charges?" showing for life insureds over age 69 at issue or face amount increase the applicable percent of premium reduction against which the deferred sales charge is applied is consistent with the Policy's sales charge structure. (9) The illustration of the operation of the maximum sales charge under the sub-caption "Refund of Excess Sales Charge" of the caption "What Are The Surrender Charges?", based on the assumptions stated in the illustration, is consistent with the Policy's sales charge structure. (10) The illustrations of Accumulated Premiums, Policy Values, Cash Surrender Values, and Death Benefits for the Policy shown in the Appendix under the caption "What Are Some Illustration Of Policy Values, Cash Surrender Values and Death Benefits?", based on the assumptions stated in the illustrations, are consistent with the provisions of the Policy. The rate structure of the Policy has not been designed so as to make the relationship between premiums and benefits, as shown in these illustrations, appear to be correspondingly more favorable to a prospective purchaser of the Policy for male ages 25 and 35, than to prospective purchasers of the Policy for females or males at other ages. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to my name under the heading "Experts" in the Prospectus. Very truly yours, John R. Ostler John R. Ostler Vice President, Treasurer and Chief Actuary 45 EX-99.9 6 MEMORANDUM RE: ISSUANCE, FACE AMOUNT INCREASE 1 EXHIBIT 99-9 46 2 May 1996 Memorandum Regarding Issuance, Face Amount Increase, Redemption and Transfer Procedures For The Policies This document sets forth information called for by paragraph (b)(12)(iii) of Rule 6e-3(T) under the Investment Company Act of 1940 ("1940 Act") with respect to procedures relating to issuance, face amount increase, redemption and transfer transactions under Flexible Premium Variable Life Insurance Policies ("Policies") participating in Separate Account Four of The Manufacturers Life Insurance Company of America ("Manufacturers Life of America" or "Company"). Such paragraph provides exemptions from Sections 22(c), 22(d), 22(e) and 27(c)(1) of the 1940 Act, and Rule 22c-1 thereunder, to the extent necessary to comply with other provisions of Rule 6e-3(T) or with state insurance laws and regulations and established administrative procedures of the Company, provided the procedures are reasonable, fair and not discriminatory to policy-holders and are disclosed in the Company's registration statement under the 1940 Act. 1. GENERAL Units of a particular sub-account of Separate Account Four are credited to a Policy when net premiums are allocated to that sub-account or amounts are transferred to that sub-account. Units of a sub-account are cancelled whenever amounts are deducted, trans-ferred or withdrawn from the sub-account. The number of units credited or cancelled for a specific transaction is based on the dollar amount of the transaction divided by the value of the unit on the Business Day on which the transaction occurs or, in the case of errors, should have occurred, except as set forth under 2(a) below with respect to deductions when no units exist. 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 Manufacturers Life of America Service Office, except for any premiums received before the policy date as to which the applicable unit values will be the values determined on such date. Units are valued at the end of each Business Day, which is any day that the net asset value of the Fund shares held by the applicable sub-account is determined. A Business Day is deemed to end at the time of such determination. When an order involving the crediting or cancelling of units is received at the Manufacturers Life of America Service Office 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. 2. ISSUANCE AND RELATED TRANSACTIONS (a) Applications and Policy Issuance. To purchase a Policy, an applicant must submit a completed application. Manufacturers Life of America will issue a Policy only if it has a face amount 47 3 of at least $25,000, except for Policies issued under group or sponsored arrangements in which case the minimum face amount is $10,000. A Policy will generally be issued to persons between the ages 0 and 80. In certain circumstances the Company may in its sole discretion issue a Policy to persons above age 80. Upon receipt of a completed application, the Company will follow certain insurance underwriting (e.g. evaluation of risks) procedures designed to determine whether the applicant is insurable. This process may involve such verification procedures as medical examinations and blood testing and may require that further information be provided by the proposed insured before a determination can be made. A Policy will not be issued until the underwriting procedure has been completed. A life insured meeting standard underwriting rules will have a risk class of either "standard" or "nonsmoker". Persons failing to meet standard underwriting requirements may be eligible for a Policy with an additional rating assigned to it. Acceptance of an application is subject to the Company's insurance underwriting rules. Each Policy is issued with a policy date from which policy years, policy months and policy anniversaries are all determined. Each Policy has an effective date which is the date the Company becomes obligated under the Policy and when the first monthly deductions are taken. If an application is accompanied by a check for all or a portion of the initial premium and the application is accepted, the policy date will be the date the application and check were received at the Manufacturers Life of America Service Office and the effective date will be the date Manufacturers Life of America's underwriters approve issuance of the Policy. A policy may be approved for issuance conditional upon receipt of additional information. (If an application is accompanied by a check for all or a portion of the initial premium, the life insured may be covered under the terms of a conditional insurance agreement until the effective date.) If an application accepted by the Company is not accompanied by a check for the initial premium, the Policy will be issued with a policy date which is seven days after issuance of the Policy and with an effective date which is the date the Service Office receives at least the initial planned premium. In certain situations a different policy date may be used*. The initial planned 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 cancelled and any partial premiums paid will be returned to the applicant. Under certain circumstances a Policy may be issued with a backdated policy date. A Policy will not be backdated more than six months before the date of the application for the Policy. Monthly deductions will be made for the period the policy date is backdated. All premiums received prior to the effective date of a policy will be credited with interest from the date of receipt at the rate of return then being earned on amounts allocated to the Money-Market Fund. On the effective date, the premiums paid plus interest credited, net of deductions for federal, state and local taxes, will be allocated among the Investment Accounts or the Guaranteed Interest Account in accordance with the policyowner's instructions. *The "different date" refers to those instances in which Manufacturers Life of America agrees to back date a Policy. 48 4 All premiums received on or after the effective date, will be allocated among Investment Accounts or the Guaranteed Interest Account using unit values as of the date the premiums were received at the Manufacturers Life of America Service Office or other office or entity so designated by Manufacturers Life of America. 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 using unit values as of the effective date instead of the dates they were due. If in the unlikely scenario where a deduction is to be made as of a date when no units exist, the deduction will be taken as of the date following when units first exist. (b) Payment of Premiums. After the payment of the initial premium, premiums may be paid at any time and in any amount during the lifetime of the life insured subject to the limitations on premium amount and the minimum premium requirement described hereinafter. Premiums after the first must be paid to the Manufacturers Life of America Service Office or such other office or entity so designated by Manufacturers Life of America. Manufacturers Life of America will not accept any premium payment which is less than $50, unless the premium is payable pursuant to a pre-authorized payment plan. In that case the Company will accept a payment for as little as $10. Manufacturers Life of America may change these minimums on 90 days' written notice. The Policies also limit the sum of the premiums that may be paid at any time so as to preserve the qualification of the Policies as life insurance for federal tax purposes. These limitations are set forth in each Policy. Manufacturers Life of America reserves the right to refuse or refund any premium payments that may cause the Policy to fail to qualify as life insurance under applicable tax law. (c) Deductions from Premiums. Manufacturers Life of America deducts a sales charge of 3% of each premium payment. (A deferred sales charge is deducted from the Policy Value upon certain transactions.) Manufacturers Life of America also deducts a premium tax charge of 2% of each premium payment. State and local premium taxes differ from state to state. The 2% rate, which cannot be changed, is expected to be sufficient, on average, to pay premium taxes where required. (d) Reinstatement. A policyowner can reinstate a Policy which has terminated after going into default (described hereinafter) at any time within the five year period following the date of termination subject to the following conditions: (a) The Policy must not have been surrendered for its Net Cash Surrender Value; (b) Evidence of the life insured's insurability satisfactory to Manufacturers Life of America is furnished to it; 49 5 (c) A premium equal to the payment required during the grace period following default to keep the Policy in force is paid to Manufacturers Life of America; and (d) An amount equal to any amounts paid by Manufacturers Life of America in connection with the termination of the Policy is repaid to Manufacturers Life of America. If the reinstatement is approved, the date of reinstatement will be the later of the date of the policyowner's written request or the date the required payment is received at the Manufacturers Life of America Service Office. At reinstatement, the Policy Value, surrender charges, and loan account will be reinstated to what they were at the date of default. After reinstatement, surrender charges will remain in force for the remainder of the fifteen year period, as measured from the date of default. Cost of insurance charges after reinstatement will reflect the actual age of the life insured. 3. FACE AMOUNT INCREASES Subject to certain limitations, a policyowner may, upon written request, increase the face amount of the Policy. Currently, an increase in face amount must be at least $10,000, except in the case of group or sponsored arrangements where the minimum change is $5,000. Manufacturers Life of America reserves the right to increase or decrease the minimum face amount change on 90 days' written notice to the policyowner. Increases in face amount are subject to satisfactory evidence of insurability. Increases may be made only once per policy year and only after the first policy year. An increase will become effective at the beginning of the policy month following the date Manufacturers Life of America approves the requested increase. The Company reserves the right to refuse a requested increase if the life insured's age at the effective date of the increase would be greater than the maximum issue age for new Policies at that time. An increase in face amount will usually result in the Policy's being subject to new surrender charges. The new surrender charges will be computed as if a new Policy were being purchased for the increase in face amount. For purposes of determining the new deferred sales charge, a portion of the Policy Value at the time of the increase, and a portion of the premium paid on or subsequent to the increase, will be deemed to be premiums attributable to the increase. Any increase in face amount to a level less than the highest face amount previously in effect will have no effect on the surrender charges to which the Policy is subject, since surrender charges, if applicable, will have been assessed in connection with the prior decrease in face amount. The insurance coverage eliminated by the decrease of the oldest face amount will be deemed to be restored first. As with the purchase of a Policy, a policy-owner will have free look and refund rights with respect to any increase resulting in new surrender charges. No additional premium is required for a face amount increase. However, a premium payment may be necessary to avoid the Policy's going into default, since 50 6 new surrender charges resulting from an increase would automatically reduce the Net Cash Surrender Value of the Policy. However, a new minimum premium will be determined for purposes of the death benefit guarantee described hereinafter. 4. REDEMPTIONS AND RELATED TRANSACTIONS (a) Surrenders and Partial Withdrawals. A Policy may be surrendered for its Net Cash Surrender Value at any time while the life insured is living. The Net Cash Surrender Value is equal to the Policy Value less any surrender charges and outstanding monthly deductions due (the "Cash Surrender Value") minus the value of the Loan Account. The Net Cash Surrender Value will be determined as of the end of the Business Day on which Manufacturers Life of America received 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. After a Policy has been in force for two policy years, the policyowner may make a partial withdrawal of the Net Cash Surrender Value. The minimum amount that may be withdrawn is $500. The policyowner should specify the portion of the withdrawal to be taken from each Investment Account and the Guaranteed Interest Account. In the absence of instructions the withdrawal will be allocated among such accounts in the same proportion that the Policy Value in each account bears to the Net Policy Value. No more than one partial withdrawal may be made in any one policy month. If the Option 1 death benefit is in effect under a Policy from which a partial withdrawal is made, the face amount of the Policy will be reduced. If the death benefit is equal to the face amount at the time of withdrawal, the face amount will be reduced by the amount of the withdrawal plus the portion of the surrender charges assessed. If the death benefit is based upon the Policy Value times the applicable percentage as set forth in the Policy, 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. Reductions in face amount resulting from partial withdrawals will not incur any surrender charges above the surrender charges applicable to the withdrawal. When the face amount of a Policy is based on one or more increases subsequent to issuance of the Policy, a reduction resulting from a partial withdrawal will be applied in the same manner as a requested decrease in face amount, i.e., against the face amount provided by the most recent increase, then against the next most recent increase successively and finally against the initial face amount. (b) Decreases in Face Amount. Subject to certain limitations, a policyowner may, upon written request, decrease the face amount of the Policy. Currently, a decrease in face amount must be at least $10,000, except in the case of group or sponsored arrangements where the minimum change is $5,000. Manufacturers Life of America reserves the right to increase or decrease the minimum face amount change on 90 days' written notice to the policyowner. The Company reserves the right to limit a decrease in face 51 7 amount so as to prevent the Policy from failing to qualify as life insurance for tax purposes. A decrease in the face amount may be requested after the Policy has been in force for two years, except during the two year period following any increase in face amount. In addition, during the two year period following an increase in the face amount the policyowner may elect at any time to cancel the increase. A decrease in face amount will only be effective on a policy anniversary. Written request for a decrease must be received by Manufacturers Life of America at least 30 days prior to a policy anniversary in order to become effective on that date. A decrease will not be allowed if it would cause the face amount to go below the minimum face amount of $25,000, or $10,000 in the case of group or sponsored arrangements. A decrease in face amount during the fifteen year period following issuance of the Policy or any increase in face amount will usually result in surrender charges being deducted from the Policy Value. For purposes of determining surrender and cost of insurance charges, a decrease will reduce face amount in the following order: (a) the face amount provided by the most recent increase, then (b) the face amounts provided by the next recent increases successively, and finally (c) the initial face amount. (c) Default. The Policy provides for a minimum premium requirement. It is subject to change if the face amount of the Policy or the death benefit option is changed or if there is any change in the supplementary benefits added to the Policy or in the rate classification of the life insured. If the minimum premium requirement is met, Manufacturers Life of America will guarantee that the Policy will not go into default even if a combination of policy loans, adverse investment experience or other factors should cause the Policy's Net Cash Surrender Value to be insufficient to meet the monthly deduction due at the beginning of a policy month ("death benefit guarantee"). If the death benefit guarantee is in effect, Manufacturers Life of America will not allow the Net Policy Value to go below zero, although it will continue to assess a monthly deduction at the beginning of each policy each month until the Net Policy Value should fall to zero. The death benefit guarantee will expire on the policy anniversary on which the life insured is 70 years old, or two years after the policy date if later. If the minimum premium requirement should not be met at the beginning of any policy month during the first two policy years, the Policy will go into default. Manufacturers Life of America will notify the policyowner of the default and 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 premium will be equal to the minimum premium due at the date of default plus the minimum premium due for the next two policy months. If the required payment is not received by the end of the grace period, the Policy will terminate and the Net Cash Surrender Value as of the date of default less the monthly deduction then due will be paid to the policyowner together with any refund of excess sales loading to which the policyowner is entitled. 52 8 If the death benefit guarantee is no longer in effect, a Policy will go into default after the second policy anniversary if at the beginning of any policy month the Policy's Net Cash Surrender Value would go below zero after deducting the monthly deduction then due. As with a default during the first two policy years, Manufacturers Life of America will notify the policyowner of the default and will allow a 61 day grace period in which the policyowner may make a premium payment sufficient to bring the Policy out of default. The required payment will be equal to the amount necessary to bring the Net Cash Surrender Value to zero, if it was less than zero at the date of default, plus the monthly deductions due at the date of default and payable at the beginning of each of the two policy months thereafter. If the required payment is not received by the end of the grace period, the Policy will terminate and the Net Cash Surrender Value as of the date of default less the monthly deduction then due will be paid to the policyowner together with any refund of excess sales loading to which the policyowner is entitled. A payment made to bring a Policy out of default will be treated as a regular premium payment except that any monthly deductions then due will be taken immediately after the allocation of the payment among Investment Accounts or the Guaranteed Interest Account. Units cancelled in connection with the assessment of such monthly deductions will be based on the unit values as of the date the payment was made. (d) Surrender Charges Manufacturers Life of America will assess surrender charges upon surrender or lapse of a Policy, a partial withdrawal of Policy Value above the Withdrawal Tier Amount or a requested decrease in face amount. The charges will be assessed if any of the above transactions occurs within fifteen years after issuance of the Policy or any increase in face amount unless the charges have been previously deducted. There are two surrender charges -- a deferred underwriting charge and a deferred sales charge. Deferred Underwriting Charge. The deferred underwriting charge is a dollar amount for each $1,000 of face amount of insurance in accordance with the following schedule: Age: 0-20 21-40 41-50 51-60 61 & above Charge Per $1,000: $2.00 $3.00 $4.00 $5.00 $6.00
The charge per $1,000 will be determined on the basis of the age of the life insured at issue or upon increase of the face amount, as applicable. The deferred underwriting charge applicable to each level of insurance coverage cannot exceed $1,000. The amount of the charge remains level for five years. Following the fifth year after issuance of the Policy or a face amount increase, the charge applicable to the initial face amount or increase will decrease each month by .83%, or 10% per year. After the monthly deduction is taken for the last policy month preceding the end of the fifteenth year after issuance or face amount increase, the charge will have decreased to zero. The applicable percentage of the surrender charges to which the Policy would otherwise be subject is illustrated on an annual basis by the following table: 53 9
Transaction Occurs After Last Month Preceding Monthly Deduction Taken for Percent of Surrender End of Year Charges 5 & below 100% 6 90% 7 80% 8 70% 9 60% 10 50% 11 40% 12 30% 13 20% 14 10% 15 & above 0%
Deferred Sales Charges. The maximum deferred sales charge is equal to 47% of the premiums paid under the Policy up to two Target Premiums described below. For life insureds over age 69 at issue or face amount increase, the applicable percent of premiums will be reduced in accordance with the following table:
Applicable Applicable Age Percent of Premiums Age Percent of Premiums 70 45% 76 34% 71 43% 77 33% 72 41% 78 32% 73 39% 79 31% 74 37% 80 30% 75 35%
Like the deferred underwriting charge, the percentage deferred sales charge applicable to the initial face amount or face amount increase will remain level for five years and following such five year period will decrease .83% per month, or 10% per year, from the charge that would otherwise apply. The deferred sales charge may not exceed 47% of two Target Premiums. The Target Premium will be computed for each increase in face amount above the highest face amount of coverage previously in effect, and the policyowner will be advised of such Target Premium. Target Premiums are determined on the basis of a target premium rate and the face amount of insurance provided at issue or by the increase. The applicable rate varies with the issue age and sex (unless unisex rates are required by law) of the life insured and, in the case of certain Policies issued in group or sponsored arrangements providing for reduction in cost of insurance charges, the amount of insurance coverage. In order to determine the deferred sales charge applicable to a face amount increase, Manufacturers Life of America will treat a portion of the Policy Value on the date of increase as a premium attributable to the increase. In addition, a portion of each premium paid subsequent to the increase will be attributed to the increase. In each case, the portion attributable to the increase will be the 54 10 ratio of the guideline annual premium (described below) for the increase to the sum of the guideline annual premiums for the initial face amount and all increases including the requested increase. Refund of Excess Sales Charges. If a Policy is surrendered for its Net Cash Surrender Value at any time during the first two years following issuance or following an increase in face amount or if the face amount is decreased during the second year following issuance or increase in face amount, Manufacturers Life of America will refund that part of the total sales charges deducted (the sum of the deferred sales charge and the sales charge deducted from premiums) with respect to "premiums" paid for the initial face amount or such increase (including premiums allocated to the increase as described in the preceding paragraph), whichever is applicable, which is in excess of (i) the sum of 30% of the "premiums" paid in excess of one guideline annual premium up to two guideline annual premiums and (ii) 9% of the "premiums" paid in excess of two guideline annual premiums. A policyowner in electing to cancel an increase in face amount during the first two years following the increase will have the deferred sales charge for the increase reduced by the refund of any excess sales load attributable to the increase. The guideline annual premium, which is set forth in the Policy, is the level annual premium that would be payable for the life of the Policy for a specific amount of coverage if premiums were fixed as to both timing and amount and based on the 1980 Commissioners Smoker/Nonsmoker Standard Ordinary Mortality Tables, net investment earnings at an effective annual rate of 5% and fees and charges as set forth in the Policy. In determining the maximum sales charge allowable, "premiums" will be attributed to the initial face amount and each increase in the same manner as used in determining the deferred sales charge applicable to the face amount and each increase, and the guideline annual premium will be determined separately for the initial face amount and each increase. Since a deferred sales charge is deducted in the event a Policy terminates for failure to make the required payment following the Policy's going into default, the refund right will apply if such termination occurs during the two year period following issuance of the Policy or any increase in face amount. If the Policy terminates during the two years after a face amount increase, the refund will relate only to the sales charges assessed against premiums attributable to the increase. Charges on Partial Withdrawals. Both the deferred sales charge and the deferred underwriting charges are applicable in the event of a partial withdrawal of the Net Cash Surrender Value above the Withdrawal Tier Amount. A portion of the surrender charges applicable to the initial face amount and to each increase in face amount will be deducted as a result of the withdrawal. The portion to be deducted will be the same as the ratio of the amount of the withdrawal above the Withdrawal Tier Amount to the Net Cash Surrender Value prior to the withdrawal. The charges will be deducted from the Policy Value, and the amount so deducted will be allocated among the Investment Accounts and the Guaranteed Interest Account in the same proportion that the withdrawal is allocated among such accounts. If the amount in the account is not sufficient to pay the portion of the surrender charges allocated to that account, then the portion of the withdrawal allocated to that account will be reduced so that the withdrawal plus the portion of the surrender charges allocated to that account equal the value 55 11 of that account. Units equal to the amount of the partial withdrawal taken, and surrender charges deducted, from each Investment Account will be cancelled based on the value of such units determined at the end of the Business Day on which Manufacturers Life of America received a written request for withdrawal at its Service Office. Whenever a portion of the surrender charges are deducted as a result of a partial withdrawal, the Policy's remaining surrender charges will be reduced by the amount of the charges taken. The surrender charges not assessed as a result of the l0% free withdrawal provision remain in effect under the policy and may be assessed upon surrender or lapse, other partial withdrawals or a requested decrease in face amount. Charges on Decreases in Face Amount. As with partial withdrawals, a portion of a Policy's surrender charges will be deducted upon a decrease in or cancellation of face amount requested by the policyowner. Since surrender charges are determined separately for the initial face amount and each face amount increase and since a decrease in face amount will have a different impact on each level of insurance coverage, the portion of the surrender charges to be deducted with respect to each level of insurance coverage will be determined separately. Such portion will be the same as the ratio of the amount of the reduction in such coverage to the amount of such coverage prior to the reduction. Decreases are applied to the most recent increase first and thereafter to the next most recent increases successively. The charges will be deducted from the Policy Value, and the amount so deducted will be allocated among the Investment Accounts and the Guaranteed Interest Account in the same proportion that the Policy Value in each bears to the Net Policy Value. Whenever a portion of the surrender charges is deducted as a result of a decrease in face amount, the Policy's remaining surrender charges will be reduced by the amount of the charges taken. (e) Payment of Proceeds. If the Policy is in force at the time of the life insured's death, Manufacturers Life of America will pay an insurance benefit based on the death benefit option selected by the policyowner upon receipt of due proof of death. The amount payable will be the death benefit under the selected option, plus any amounts payable under any supplementary benefits added to the Policy, less the value of the Loan Account at the date of death. The insurance benefit will be paid in one sum unless another form of settlement option is agreed to by the beneficiary and the Company. If the insurance benefit is paid in one sum, Manufacturers Life of America will pay interest from the date of death to the date of payment. If the life insured should die after the Company's receipt of a request for surrender, no insurance benefit will be payable, and Manufacturers Life of America will pay only the Net Cash Surrender Value. If the life insured should die during the grace period following a Policy's going into default, the Policy Value used in the calculation of the death benefit will be the Policy Value as of the date of default and the insurance benefit payable will be reduced by any outstanding monthly deductions due at the time of death. If the life insured, whether sane or insane, dies by suicide within one year from the policy date, Manufacturers Life of America will pay only the premiums paid less any partial withdrawals of the Net Cash Surrender Value and any amount in the Loan Account. If the life insured should die by suicide within one year after a face amount 56 12 increase, the death benefit for the increase will be limited to the monthly deductions for the increase. As long as the Policy is in force, Manufacturers Life of America will ordinarily pay any policy loans, partial withdrawals, Net Cash Surrender Value or any insurance benefit within seven days after receipt at the Manufacturers Life of America Service Office of all the documents required for such a payment. The Company may delay the payment of any policy loans, partial withdrawals, Net Cash Surrender Value or the portion of any insurance benefit that depends on Investment Account values for up to six months if such payments are based on values which do not depend on the investment performance of the sub-accounts; otherwise for any period during which the New York Stock Exchange is closed for trading (except for normal holiday closings) or when the Securities and Exchange Commission has determined that a state of emergency exists which may make such payment impracticable. 5. TRANSFERS OF POLICY VALUES AND RELATED PROCEDURES (a) Transfers. Under the Policies a policyowner may change the extent to which his or her Policy Value is based upon any specific sub-account of the Separate Account or the Company's general account. Such changes are made by transferring amounts from one or more Investment Accounts or the Guaranteed Interest Account to other Investment Accounts or the Guaranteed Interest Account. A policyowner is permitted to make one transfer each policy month. For this purpose all transfer requests received by the Manufacturers Life of America Service Office on the same Business Day are treated as a single transfer request. Transfers are free of charge. The minimum dollar amount that may be transferred pursuant to a single transfer request, except for Asset Allocation Balancer transfers, is $500. The maximum amount that may be transferred from the Guaranteed Interest Account in any one policy year is the greater of $500 or 15% of the Guaranteed Interest Account value at the previous policy anniversary. Any transfer which involves a transfer out of the Guaranteed Interest Account may not involve a transfer to the Investment Account for the Money-Market Fund. Transfer request formats must be satisfactory to Manufacturers Life of America and in writing or by telephone, if a currently valid telephone transfer request form is on file. Manufacturers Life of America may be permitted to delay the effective date of any transfer in certain circumstances. The policyowner may effectively convert his or her Policy to a fixed benefit policy by transferring the Policy Value in all of the Investment Accounts to the Guaranteed Interest Account and by changing his or her allocation of net premiums entirely to the Guaranteed Interest Account. As long as the entire Policy Value is allocated to the Guaranteed Account, the Policy Value, other values based thereon and the death benefit will be determinable and guaranteed. The Investment Account values to be transferred to the Guaranteed Account will be determined as of the Business Day on which Manufacturers Life of America receives the request for conversion. There will be no change in the issue age, risk class of the life insured or face amount as a result of the conversion. A transfer of any or all of the Policy Value to the Guaranteed Interest Account can 57 13 be made at any time, even if a prior transfer has been made during the Policy Month. (b) Dollar Cost Averaging. Manufacturers Life of America will offer policyowners a Dollar Cost Averaging program. Under this program the policyowner will designate a dollar amount of available assets which will be transferred at predetermined intervals from one Investment Account into any other Investment Account(s) or the Guaranteed Interest Account. Each transfer under the Dollar Cost Averaging program must be of a minimum amount as set by Manufacturers Life of America. Once set, this minimum may be changed at any time at the discretion of Manufacturers Life of America. Currently, no charge will be made for this program if the Policy Value exceeds $15,000 on the date of transfer. Otherwise, there will be a charge of $5.00 for each transfer under this program which fee will be deducted from the value of the sub-account out of which the transfer occurs. Manufacturers Life of America reserves the right to discontinue this program as of 90 days after written notice is sent to the policyowner. (c) Asset Allocation Balancer Transfers. Manufacturers Life of America will also offer policyowners the ability to have amounts automatically transferred among stipulated accounts to maintain an allocated percentage in each stipulated account. Under the Asset Allocation Balancer program the policyowner will designate an allocation of Policy Value among Investment Accounts. At six month intervals beginning six months after the policy date, Manufacturers Life of America will move amounts among the Investment Accounts as necessary to maintain the policyowner's chosen allocation. A change to the policyowner's premium allocation instructions will automatically result in a change in his or her Asset Allocation Balancer instructions so that the two are identical unless the policyowner instructs Manufacturers Life of America otherwise or a dollar cost averaging request is in effect. The charge for this program is currently $15.00 per Asset Allocation Balancer Transfer. Manufacturers Life of America reserves the right to discontinue this program as of 90 days after written notice is sent to the policyowner. (d) Policy Loans. On or after the first policy anniversary, while the Policy is in force, the policyowner may borrow against the Policy Value of his or her Policy. The amount of the loan must be at least $500 and cannot exceed the amount which would cause the Modified Policy Debt to equal the loan value of the Policy on the date of the loan. The loan value is the Policy's Cash Surrender Value less the monthly deductions due to the next policy anniversary. The monthly deductions due for this purpose will be projected assuming no further premiums are paid, current cost of insurance rates and a 4% net interest rate. The Modified Policy Debt as of any date is the Policy Debt (the aggregate amount of policy loans, including borrowed interest, less any loan repayments) plus the amount of interest to be charged to the next policy anniversary, all discounted from the next policy 58 14 anniversary to such date at an annual rate of 4 percent. When a loan is made, Manufacturers Life of America will deduct from the Investment Accounts or the Guaranteed Interest Account, and transfer to the Loan Account, an amount which will result in the Loan Account value being equal to the Modified Policy Debt. The policyowner may designate how the amount to be transferred to the Loan Account is allocated among the accounts from which the transfer is to be made. In the absence of instructions, the amount to be transferred will be allocated to each account in the same proportion that the value in each Investment Account and the Guaranteed Interest Account bears to the Net Policy Value. A transfer from an Investment Account will result in the cancellation of units of the underlying sub-account equal in value to the amount transferred from the Investment Account. However, since the Loan Account is part of the Policy Value, transfers made in connection with a loan will not change the Policy Value. When a loan is first taken out, and at specified events thereafter, the value of the Loan Account is adjusted. Whenever the Loan Account is adjusted the difference between (i) the Loan Account before any adjustment and (ii) the Modified Policy Debt at the time of adjustment, is transferred between the Loan Account and the Investment Accounts or the Guaranteed Interest Account. The amount transferred to or from the Loan Account will be such that the value of the Loan Account is equal to the Modified Policy Debt after the adjustment. The specified events which cause an adjustment to the Loan Account are (i) a policy anniversary, (ii) a partial or full loan repayment, (iii) a new loan being taken out, or (iv) when an amount is needed to meet a monthly deduction. A loan repayment may be implicit in that policy debt is effectively repaid upon termination, that is upon death of the life insured, surrender or lapse of the policy. In each of these instances, the Loan Account will be adjusted with any excess of the Loan Account over the Modified Policy Debt after the repayment being included in the termination proceeds. Except as noted below, amounts transferred from the Loan Account will be allocated to the Investment Accounts and the Guaranteed Interest Account in the same proportion that the value in the corresponding "loan sub-account" exists for each Investment Account and for the Guaranteed Interest Account. Amounts transferred to the Loan Account are allocated to the appropriate loan sub-account to reflect the account from which the transfer was made. Policy Debt may be repaid in whole or in part at any time prior to the death of the life insured provided the Policy is in force. When a payment is made, the amount is credited to the Loan Account and a transfer is made to the Guaranteed Interest Account or the Investment Accounts so that the Loan Account at that time equals the Modified Policy Debt. Loan repayments will first be allocated to the Guaranteed Interest Account until the associated loan sub-account is reduced to zero. Any other amounts transferred from the Loan Account will be allocated to the Guaranteed Interest Account and each Investment Account in the same proportion that 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. 6. COST OF INSURANCE 59 15 As noted above, if the death benefit guarantee is no longer in effect, a Policy will go into default after the second policy anniversary if at the beginning of any policy month the Policy's Net Cash Surrender Value would go below zero after deducting the monthly deduction then due. The Net Cash Surrender Value reflects a number of factors including premiums paid, investment performance of selected sub-accounts, policy loans and cost of insurance charges. The monthly charge for the cost of insurance rate times the net amount at risk at the beginning of each policy month. The charge for the cost of insurance will reflect any extra charges for additional ratings indicated in the Policy. The cost of insurance rate is based on the life insured's age, sex (unless unisex rates are required by law) and risk class, the duration of the insurance coverage, and, in the case of certain Policies issued in group or sponsored arrangements providing for reduction in the cost of insurance charges, the face amount of the Policy */. The rate is determined separately for the initial face amount and for each increase in face amount. Cost of insurance rates will generally increase with the life insured's age. The cost of insurance rates used by Manufacturers Life of America reflect its expectations as to future mortality experience. The rates may be changed from time to time on a basis which does not unfairly discriminate within the class of life insureds. In no event will the cost of insurance rate exceed the guaranteed 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. The guaranteed rates are based on the 1980 Commissioners Smoker/Nonsmoker Standard Ordinary Mortality Tables. The net amount at risk to which the cost of insurance rate is applied is the difference between the death benefit, divided by 1.0032737 (a factor which reduces the net amount at risk for the cost of insurance charge purposes by taking into account assumed monthly earnings at an annual rate of 4%), and the Policy Value. Because different cost of insurance rates may apply to different levels of insurance coverage, the net amount at risk will be calculated separately for each level of insurance coverage. When the Option 1 death benefit is in effect, for purposes of determining the net amount at risk applicable to each level of insurance coverage, the Policy Value is attributed first to the initial face amount and then, if the Policy Value is greater than the initial face amount, to each increase in face amount in the order made. - ----------- */ If the life insured's stated age or sex or both in the Policy are incorrect, Manufacturers Life of America will change the face amount of insurance so that the death benefit will be that which the most recent monthly charge for the cost of insurance would have bought for the correct age and sex. 60 16 Because the calculation of the net amount at risk is different under the death benefit options when more than one level of insurance coverage is in effect, a change in the death benefit option may result in a different net amount at risk for each level of insurance coverage than would have occurred had the death benefit option not been changed. Since the cost of insurance is calculated separately for each level of insurance coverage, any change in the net amount at risk for a level of insurance coverage resulting from a change in the death benefit option may affect the amount of the charge for the cost of insurance. Partial withdrawals and decreases in face amount will also affect the manner in which the net amount at risk for each level of insurance coverage is calculated. In group or sponsored arrangements where Manufacturers Life of America issues Policies with a face amount of less than $25,000 but not less than $10,000, Policies issued with a face amount of less than $25,000 may be subject to an additional premium deduction equal to $1.00 per $1,000 of face amount. This amount is added to the cost of insurance and deducted monthly. The amount so added will not cause the cost of insurance deducted to exceed the guaranteed rates set forth in the Policy. 7. ADJUSTMENTS TO CERTAIN CHARGES (a) Special Arrangements. Where permitted by state insurance laws, Policies may be purchased under group or sponsored arrangements, as well as on an individual basis. A "group arrangement" includes a program under which a trustee, employer or similar entity purchases Policies covering a group of individuals on a group basis. A "sponsored arrangement" includes a program under which an employer permits group solicitation of its employees or an association permits group solicitation of its members for the purchase of Policies on an individual basis. The sales charge, monthly deductions and surrender charges may be reduced for policies issued in connection with group or sponsored arrangements. (The monthly deductions consist of a monthly charge for the cost of insurance, a monthly charge for any supplementary benefits added to the Policy, a monthly administration charge of $6.00 and, if applicable, $1.00 per $1,000 of face amount for policies less than $25,000) Manufacturers Life of America will reduce the above charges in accordance with its rules in effect as of the date an application for a Policy is approved. To qualify for such a reduction, a group or sponsored arrangement must satisfy certain criteria as to, for example, size of the group, expected number of participants and anticipated premium payments from the group. Generally, the sales contracts and effort, administrative costs and mortality cost per Policy vary based on such factors as the size of the group or sponsored arrangements, the purposes for which Policies are purchased and certain characteristics of its members. The amount of reduction and the criteria for qualification will reflect the reduced sales effort and administrative costs resulting from, and the different mortality experience expected as a result of, sales to qualifying groups and sponsored arrangements. Manufacturers Life of America may modify from time to time on a uniform basis, both the amounts of reductions and the criteria for qualification. Reductions in these charges will not be unfairly discriminatory against any 61 17 person, including the affected policyowners and all other policyowners funded by the Separate Account. In addition, groups or persons purchasing under a sponsored arrangement may apply for simplified underwriting. If simplified underwriting is granted, the cost of insurance charge may increase as a result of higher anticipated mortality experience. However, such higher cost of insurance charges will not cause the cost of insurance charge to exceed the guaranteed rates set forth in the Policy. (b) Exchanges. Manufacturers Life of America will permit owners of certain fixed benefit life insurance policies issued either by the Company or Manufacturers Life to exchange their policies for the Policies. A portion of the cash values transferred from such policies will be credited to the Policies without deduction of the 3 percent sales charge. Moreover, surrender charges under the policies being exchanged or the Policies issued in exchange therefor may be reduced or eliminated. Policy loans made under policies being exchanged may be carried over to the new Policies without repayment at the time of exchange. 8. INCOMPLETE ALLOCATION REQUEST If an incomplete change in premium allocation request is received future premium payments will be allocated in accordance with the previous valid allocation. A letter requesting a corrected allocation request will be sent to the policyowner. 9. UNPAID CHECKS When an unpaid item is received, a premium reversal will be made effective the date of the original premium payment and the General Account of the Company will absorb the gain or loss of this backdated transaction. The policyowner will be notified in writing of the unpaid item. 62 EX-99.10 7 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 99-10 63 2 Consent of Independent Auditors We consent to the reference to our firm under the caption Experts and to the use of our report dated February 2, 1996 accompanying the financial statements of The Manufacturers Life Insurance Company of America and to the use of our report dated February 2, 1996 accompanying the financial statements of Separate Account Four of The Manufacturers Life Insurance Company of America, in post-effective amendment No. 20 to the Registration Statement No. 33-13774 on Form S-6 and related prospectus of Separate Account Four of The Manufacturers Life Insurance Company of America. Ernst & Young LLP ERNST & YOUNG LLP Philadelphia, Pennsylvania April 22, 1996 64 EX-99.11 8 CONSENT OF JONES & BLOUCH L.L.P. 1 EXHIBIT 99-11 65 2 Jones & Blouch L.L.P. 1025 THOMAS JEFFERSON STREET, N.W. WASHINGTON, D.C. 20007 (202) 965-8110 April 22, 1996 The Board of Directors The Manufacturers Life Insurance Company of America 500 N. Woodward Avenue Bloomfield Hills, MI 48304 Dear Sirs: We hereby consent to the reference to this firm under the caption "Legal Matters" in the prospectus contained in post-effective amendment No. 20 to the registration statement on Form S-6 of Separate Account Four of The Manufacturers Life Insurance company of America, File No. 33-13774, to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933. Very truly yours, Jones & Blouch L.L.P. Jones & Blouch L.L.P. 66 EX-27 9 FINANCIAL DATA SCHEDULE-EMERGING GROWTH EQUITY
6 01 EMERGING GROWTH EQUITY FUND 1 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 43,821,087 52,209,337 54,898 0 0 52,264,235 0 0 0 0 0 38,044,875 1,007,406 758,547 3,909,988 0 1,921,122 0 8,388,250 52,284,235 1,225,634 0 0 (270,835) 954,799 625,908 8,277,189 9,857,896 0 0 0 0 248,859 0 0 21,263,054 2,955,189 1,295,214 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
EX-27.2 10 FINANCIAL DATA SCHEDULE-COMMON STOCK
6 05 COMMON STOCK FUND 1 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 17,032,473 20,283,176 3,134 0 0 20,286,310 0 0 0 0 0 15,410,170 742,544 598,807 1,012,838 0 612,599 0 3,250,703 20,288,310 0 0 0 (105,143) (105,143) 209,069 4,034,771 4,138,697 0 0 0 0 143,737 0 0 7,549,691 1,117,981 403,530 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
EX-27.3 11 FINANCIAL DATA SCHEDULE-REAL ESTATE SECURITIES
6 06 REAL ESTATE SECURITIES FUND 1 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 13,056,459 13,885,851 (4,101) 0 0 13,881,750 0 0 0 0 0 11,713,311 520,501 455,939 960,416 0 378,631 0 829,392 13,881,750 226,773 0 0 (78,656) 148,117 168,151 1,396,739 1,713,007 0 0 0 0 64,562 0 0 3,253,808 812,299 210,480 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
EX-27.4 12 FINANCIAL DATA SCHEDULE-BALANCED ASSETS
6 02 BALANCED ASSETS FUND 1 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 34,437,481 39,194,191 33,342 0 0 39,227,533 0 0 0 0 0 30,652,587 1,700,370 1,446,749 3,013,523 0 804,713 0 4,756,710 39,227,533 46,122 0 0 (212,093) (165,971) 191,394 7,012,384 7,037,807 0 0 0 0 253,621 0 0 12,289,058 3,179,494 613,319 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
EX-27.5 13 FINANCIAL DATA SCHEDULE-CAPITAL GROWTH BOND
6 03 CAPITAL GROWTH BOND FUND 1 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 12,717,152 12,746,903 13,129 0 0 12,760,032 0 0 0 0 0 10,664,701 649,696 514,098 2,025,183 0 40,397 0 29,751 12,760,032 886,880 0 0 (68,677) 818,203 (18,323) 1,042,903 1,842,783 0 0 0 0 135,596 0 0 4,308,266 1,206,980 58,720 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
EX-27.6 14 FINANCIAL DATA SCHEDULE-MONEY MARKET
6 04 MONEY MARKET FUND 1 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 5,796,572 5,962,404 2,788 0 0 5,965,192 0 0 0 0 0 5,419,113 404,694 326,027 264,370 0 115,877 0 165,832 5,965,192 268 0 0 (36,426) (36,158) 109,650 197,256 270,748 0 0 0 0 78,667 0 0 1,387,774 300,528 6,227 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
EX-27.7 15 FINANCIAL DATA SCHEDULE-INTERNATIONAL FUND
6 07 INTERNATIONAL FUND 1 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 1,696,017 1,808,441 2,976 0 0 1,811,417 0 0 0 0 0 1,663,061 168,347 27,894 35,809 0 2,123 0 110,424 1,811,417 42,811 0 0 (7,535) 35,276 2,338 111,348 148,962 0 0 0 0 140,453 0 0 1,540,010 533 (215) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
EX-27.8 16 FINANCIAL DATA SCHEDULE-PACIFIC RIM FUND
6 08 PACIFIC RIM EMERGING MARKETS FUND 1 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 1,277,433 1,391,751 (30) 0 0 1,391,721 0 0 0 0 0 1,266,662 133,434 18,582 11,560 0 (819) 0 114,318 1,391,721 16,639 0 0 (5,651) 10,988 (788) 119,803 130,003 0 0 0 0 114,852 0 0 1,218,678 572 (31) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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