0000950152-95-001915.txt : 19950828 0000950152-95-001915.hdr.sgml : 19950828 ACCESSION NUMBER: 0000950152-95-001915 CONFORMED SUBMISSION TYPE: 497 CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950825 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT TWO OF MANUFACTURERS LIFE INS CO OF AMERI CENTRAL INDEX KEY: 0000814501 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57018 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 200 BLOOR STREET EAST NT 10 STREET 2: TORONTO M4W 1E5 CITY: ONTARIO CANADA STATE: A6 BUSINESS PHONE: 416-926-6302 MAIL ADDRESS: STREET 1: P O BOX 600 CITY: BUFFALO STATE: NY ZIP: 14201-0600 497 1 LIFESTYLE FROM MANUFLIFE FINANCIAL SEPARATE ACCT 3 1 ART WORK 2 TABLE OF CONTENTS PAGE ---- Who Sells The Policies? . . . . . . . . . . . . . . . . . . . . . . . . . 2 What Responsibilities Has Manufacturers Life Assumed? . . . . . . . . . . 2 Who Are The Directors And Officers Of Manufacturers Life of America? . . 2 What State Regulations Apply? . . . . . . . . . . . . . . . . . . . . . . 3 Is There Any Litigation Pending? . . . . . . . . . . . . . . . . . . . . 3 Where Can Further Information Be Found? . . . . . . . . . . . . . . . . . 3 Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3 WHO SELLS THE POLICIES? ManEquity, Inc., an indirect wholly-owned subsidiary of Manufacturers Life, will act as the principal underwriter of, and continuously offer, the Policies pursuant to an Underwriting 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. For the years ended December 31, 1992, December 31, 1993 and December 31, 1994, ManEquity, Inc. received $572,654, $2,053,988, and $2,389,494, respectively, as compensation for sales of the Policies by its registered representatives. Of these amounts, $512,243, $1,897,235, and $2,283,353, respectively, were remitted to Manufacturers Life to reimburse it for commissions paid to such registered representatives pursuant to the agreement described below. 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 record keeping functions on behalf of Manufacturers Life of America with respect to all of its insurance policies including the Policies. Under this agreement Manufacturers Life of America is obligated to reimburse operating expenses and costs incurred by Manufacturers Life on behalf of Manufacturers Life of America. For 1992, 1993, and 1994, Manufacturers Life of America paid $4,919,667, $17,831,031, and $21,326,446, respectively, to Manufacturers Life pursuant to the agreement. 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 Name Manufacturers Life of America Principal Occupation ---- ----------------------------- -------------------- Sandra M. Cotter Director Attorney -- 1989-present, Dykema Gossett Leonard V. Day, Jr. Director General Manager, Philadelphia Branch -- 1970- present, The Manufacturers Life Insurance Company Donald A. Guloien President and Director Senior Vice President, Business Development -- 1994-present, The Manufacturers Life Insurance Company; Vice President, U.S. Individual Business -- 1990-1994, The Manufacturers Life Insurance Company Stephen C. Nesbitt Secretary, General Counsel and Legal Vice President -- 1990-present, The Director Manufacturers Life Insurance Company Joseph J. Pietroski Director Senior Vice President, General Counsel and Corporate Secretary -- 1988-present, The Manufacturers Life Insurance Company
2 4
Position with Name Manufacturers Life of America Principal Occupation ---- ----------------------------- -------------------- John D. Richardson Chairman and Director Senior Vice President and General 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 Diane M. Schwartz Director Senior Vice President, International Operations -- 1992- present, The Manufacturers Life Insurance Company; Senior Vice President and General Manager, U.S. Operations -- 1988-1992, The Manufacturers Life Insurance Company Robin Bolton Vice President, Marketing Assistant Vice President, Variable and Annuity Products -- 1992-present, The Manufacturers Life Insurance Company; Assistant Vice President, Variable Universal Life Products -- 1991-1992, The Manufacturers Life Insurance Company; Director, Agencies -- 1990-1991, The Manufacturers Life Insurance Company; Assistant Vice President, Finance & Planning -- 1987-1991, The Manufacturers Life Insurance Company John R. Ostler Vice President, Chief Financial Vice President -- 1992- Actuary and Treasurer present, The Manufacturers Life Insurance Company; Vice President, Insurance Products -- 1990-1992, The Manufacturers Life Insurance Company Douglas H. Myers Vice President, Finance Assistant Vice President and and Compliance, Controller, U.S. Operations -- Controller 1988-present, The Manufacturers Life Insurance Company
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 Policy has been filed with insurance officials and meets all standards set by law in each jurisdiction where it is 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 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 the prospectus and the Statement of Additional Information. The prospectus and the Statement of Additional Information do 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. 3 5 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 the prospectus. LEGAL MATTERS The legal validity of the Policies has been passed on by Stephen C. Nesbitt, Esq., Secretary and General Counsel of Manufacturers Life of America. Jones & Blouch, 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 Two appearing in this Statement of Additional Information have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports appearing elsewhere herein and are included herein in reliance upon such reports given upon the authority of such firm as experts in auditing and accounting. 4 6 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. 5 7 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 as of December 31, 1994 and the statement of operations and the statements of changes in net assets for each of the periods presented herein of Separate Account Two of The Manufacturers Life Insurance Company of America (comprising, respectively, Emerging Growth Equity Sub-Account, Common Stock Sub-Account, Real Estate Securities Sub-Account, Balanced Assets Sub-Account, Capital Growth Bond Sub-Account, Money Market Sub-Account, International Sub-Account and Pacific Rim Emerging Markets Sub-Account). These financial statements are the responsibility of the management of The Manufacturers Life Insurance Company of America. 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 each of the respective sub-accounts constituting Separate Account Two of The Manufacturers Life Insurance Company of America at December 31, 1994, and the results of their operations and changes in their net assets for each of the periods presented herein, in conformity with generally accepted accounting principles. Philadelphia, Pennsylvania ERNST & YOUNG LLP February 6, 1995 6 8 Separate Account Two of The Manufacturers Life Insurance Company of America Statement of Assets and Liabilities December 31, 1994
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, 2,788,822 shares (cost $52,281,085) $51,734,732 Common Stock Fund, 1,208,447 shares (cost $17,275,512) $16,148,694 Real Estate Securities Fund, 2,002,653 shares (cost $28,461,405) $26,724,581 Balanced Assets Fund, 2,577,528 shares (cost $38,572,524) Capital Growth Bond Fund, 1,066,365 shares (cost $11,999,272) Money Market Fund, 1,236,781 shares (cost $12,788,176) International Fund, 86,308 shares (cost $853,025) Pacific Rim Emerging Markets Fund, 66,905 shares (cost $643,471) --------------------------------------------------------- $51,734,732 $16,148,694 $26,724,581 Receivable (payable) for policy-related transactions $30,649 $ 3,027 $ (2,279) --------------------------------------------------------- Net assets $51,765,381 $16,151,721 $26,722,302 ========================================================= Units outstanding $ 1,454,901 $ 803,568 $ 1,205,880 ========================================================= Net asset value per unit $ 36.58 $ 20.10 $ 22.16 =========================================================
See accompanying notes. 7 9
PACIFIC RIM BALANCED CAPITAL EMERGING ASSETS GROWTH BOND MONEY MARKET INTERNATIONAL MARKETS SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT TOTAL ------------------------------------------------------------------------------------------------------------- 51,734,732 16,148,694 26,724,581 $35,504,879 35,504,879 $10,769,201 10,769,201 $12,692,039 12,692,039 $847,379 847,379 $629,371 629,371 ------------------------------------------------------------------------------------------------------------- 35,504,879 10,769,201 12,692,039 847,379 629,371 155,050,876 29,336 2,089 (57,588) 19,446 3,660 28,340 ------------------------------------------------------------------------------------------------------------- $35,534,215 $10,771,290 $12,634,451 $866,825 $633,031 $155,079,216 ============================================================================================================= 2,001,928 672,365 918,869 89,180 67,272 ============================================================================================================= $ 17.75 $ 16.02 $ 13.75 $ 9.72 $ 9.41 =============================================================================================================
8 10 Separate Account Two of The Manufacturers Life Insurance Company of America Statement of Operations Year ended December 31, 1994
EMERGING COMMON REAL ESTATE GROWTH EQUITY STOCK SECURITIES SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT ------------------------------------------------------ Investment income: Dividend income $ 196,396 $ 800,888 $ 615,224 Expenses: Mortality and expense risks charge 431,634 139,014 231,870 ----------------------------------------------------- Net investment (loss) income 235,238 661,874 383,354 ----------------------------------------------------- Realized and unrealized gain (loss) on investments: Realized gain (loss) from security transactions: Proceeds from sales 3,338,038 608,055 1,091,602 Cost of securities sold 3,056,187 493,059 924,949 ------------------------------------------------------ Net realized gain (loss) 281,851 114,996 166,653 ------------------------------------------------------ Unrealized appreciation (depreciation) of investments: Beginning of year 1,464,566 395,888 127,600 End of year (546,353) (1,126,818) (1,736,824) ------------------------------------------------------- Net unrealized appreciation (depreciation) during the year (2,010,919) (1,522,706) (1,864,424) ------------------------------------------------------- Net realized and unrealized loss on investments (1,729,068) (1,407,710) (1,697,771) -------------------------------------------------------- Net (decrease) increase in net assets derived from operations $(1,964,306) $ (745,836) $ (1,314,417) =========================================================
*Reflects the period from commencement of operations October 4, 1994 through December 31, 1994. See accompanying notes. 9 11
*PACIFIC RIM BALANCED CAPITAL EMERGING ASSETS GROWTH BOND MONEY MARKET *INTERNATIONAL MARKETS SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT TOTAL ------------------------------------------------------------------------------------------------------------ $ 1,876,137 $ 709,840 $ 371,695 $ 2,198 $ 2,242 $ 4,574,620 318,087 98,973 81,503 872 689 1,302,642 ------------------------------------------------------------------------------------------------------------- 1,558,050 610,867 290,192 1,326 1,553 3,271,978 ------------------------------------------------------------------------------------------------------------- 2,049,830 2,204,010 5,915,298 4,898 31,794 15,243,525 1,923,618 2,330,475 5,881,619 4,987 32,667 14,647,561 -------------------------------------------------------------------------------------------------------------- 126,212 (126,465) 33,679 (89) (873) 595,964 -------------------------------------------------------------------------------------------------------------- 276,074 (226,829) (19,735) - - 2,017,564 (3,067,645) (1,230,071) (96,137) (5,646) (14,100) (7,823,594) --------------------------------------------------------------------------------------------------------------- (3,343,719) (1,003,242) (76,402) (5,646) (14,100) (9,841,158) --------------------------------------------------------------------------------------------------------------- (3,217,507) (1,129,707) (42,723) (5,735) (14,973) (9,245,194) -------------------------------------------------------------------------------------------------------------- $ (1,659,457) $ (518,840) $ 247,469 $ (4,409) $ (13,420) $ (5,973,216) ==============================================================================================================
10 12 Separate Account Two of The Manufacturers Life Insurance Company of America Statements of Changes in Net Assets Years ended December 31, 1994 and 1993
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. 31/94 DEC. 31/93 DEC. 31/94 DEC. 31/93 DEC. 31/94 DEC. 31/93 ---------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment (loss) income $ (235,238) $ 3,200,433 $ 661,874 $ 479,778 $ 383,354 $ 1,293,019 Net realized gain (loss) 281,851 177,287 114,996 81,896 166,653 32,526 Unrealized (depreciation) appreciation of investments during the year (2,010,919) 957,940 (1,522,706) 106,332 (1,864,424) (101,193) ---------------------------------------------------------------------------------------------- (Decrease) increase in net assets derived from operations (1,964,306) 4,335,660 (745,836) 668,006 (1,314,417) 1,224,352 ---------------------------------------------------------------------------------------------- FROM CAPITAL TRANSACTIONS Additions (deductions) from: Transfer of net premiums 20,192,208 18,977,034 6,307,192 5,646,020 11,495,742 11,475,542 Transfer on death Transfer on terminations (1,175,021) (316,957) (211,937) (103,519) (365,263) (72,275) Transfer on maturity Net interfund transfer 2,047,524 982,678 619,575 407,492 616,085 1,193,272 ------------------------------------------------------------------------------------------------ 20,944,544 19,642,755 6,616,284 5,949,993 11,662,109 12,596,539 Net increase in net assets 18,980,238 23,978,415 5,870,448 6,617,999 10,347,692 13,820,891 NET ASSETS Beginning of year 32,785,143 8,806,728 10,281,273 3,663,274 16,374,610 2,553,719 ----------------------------------------------------------------------------------------------- End of year $51,765,381 $32,785,143 $16,151,721 $10,281,273 $26,722,302 $16,374,610 ===============================================================================================
See accompanying notes. 11 13
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. 31/94 DEC. 31/93 DEC. 31/94 DEC. 31/93 DEC. 31/94 DEC. 31/93 --------------------------------------------------------------------------------------------------------- $ 1,558,050 $ 1,281,368 $ 610,867 $ 492,684 $ 290,192 $ 60,671 126,212 93,851 (126,465) 34,959 33,679 (500) (3,343,719) 10,732 (1,003,242) (184,106) (76,402) (5,837) -------------------------------------------------------------------------------------------------------- (1,659,457) 1,385,951 (518,840) 343,537 247,469 54,334 -------------------------------------------------------------------------------------------------------- 14,684,868 13,478,551 4,091,955 5,672,487 9,297,572 4,906,844 (51,630) - (2,484) - - - (715,314) (187,823) (530,903) (131,876) (504,302) (342,175) (59,741) (27,287) (49,450) - (2,334) (51,966) (860,845) 846,067 (686,906) (27,415) (801,647) (2,485,536) -------------------------------------------------------------------------------------------------------- 12,997,338 14,109,508 2,822,212 5,513,196 7,989,289 2,027,167 -------------------------------------------------------------------------------------------------------- 11,337,881 15,495,459 2,303,372 5,856,733 8,236,758 2,081,501 24,196,334 8,700,875 8,467,918 2,611,185 4,397,693 2,316,192 --------------------------------------------------------------------------------------------------------- $35,534,215 $24,196,334 $10,771,290 $8,467,918 $12,634,451 $4,397,693 =========================================================================================================
12 14 Separate Account Two of The Manufacturers Life Insurance Company of America Statements of Changes in Net Assets (continued) Years ended December 31, 1994 and 1993
PACIFIC RIM INTERNATIONAL EMERGING MARKETS SUB-ACCOUNT SUB-ACCOUNT TOTAL ---------------------------------------------------------------------------- *PERIOD ENDED *PERIOD ENDED YEAR ENDED YEAR ENDED DEC. 31/94 DEC. 31/94 DEC. 31/94 DEC. 31/93 ---------------------------------------------------------------------------- FROM OPERATIONS Net investment income (loss) $ 1,326 $ 1,553 $ 3,271,978 $ 6,807,953 Net realized (loss) gain (89) (873) 595,964 420,019 Unrealized (depreciation) appreciation of investments during the year (5,646) (14,100) (9,841,158) 783,868 ---------------------------------------------------------------------------- (Decrease) increase in net assets derived from operations (4,409) (13,420) (5,973,216) 8,011,840 ---------------------------------------------------------------------------- FROM CAPITAL TRANSACTIONS Additions (deductions) from: Transfer of net premiums 266,607 162,380 66,498,524 60,156,478 Transfer on death - - (131,091) - Transfer on terminations (69) (40) (3,502,849) (1,154,625) Transfer of maturity - - (337,716) (79,253) Net interfund transfers 604,696 484,111 2,022,593 916,558 ---------------------------------------------------------------------------- 871,234 646,451 64,549,461 59,839,158 ---------------------------------------------------------------------------- Net increase in net assets 866,825 633,031 58,576,245 67,850,998 NET ASSETS Beginning of year - - 96,502,971 28,651,973 ---------------------------------------------------------------------------- End of year $866,825 $633,031 $155,079,216 $96,502,971 ============================================================================
*Reflects the period from commencement of operations October 4, 1994 through December 31, 1994. 13 15 Separate Account Two of The Manufacturers Life Insurance Company of America Notes to Financial Statements December 31, 1994 1. ORGANIZATION Separate Account Two 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 annuity 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 The Manufacturers Life Insurance Company of Michigan ("MLIM"), as a separate investment account on November 3, 1987. MLIM 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 chargeable with liabilities arising out of any other business Manufacturers Life of America may conduct. In May 1994, Manufacturers Life of America began to market a new variable annuity, Lifestyle, through Separate Account Two. 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. 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. 14 16 Separate Account Two of The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. 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 1.0% of the average net value of the Separate Account's assets for mortality and expense risks. 4. 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, 1994 were $83,423,197 and $15,243,525, respectively and for the year ended December 31, 1993 were $72,116,950 and $5,871,626, respectively. 5. RELATED PARTY TRANSACTIONS ManEquity, Inc., a registered broker-dealer and indirect wholly-owned subsidiary of Manulife Financial, acts as the principal underwriter of the Policies pursuant to a Distribution Agreement with Manufacturers Life of America. Registered representatives of either ManEquity, Inc. or other broker-dealers having distribution agreements with ManEquity, Inc. who are also authorized as variable life insurance agents under applicable state insurance laws, sell the Policies. Registered representatives are compensated on a commission basis. Manufacturers Life of America has a formal service agreement with its 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. 15 17 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, 1994 and 1993, 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, 1994. 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, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1994, 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 20, 1995 16 18 THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA BALANCE SHEETS
DECEMBER 31 1994 1993 --------------------------------------- ASSETS Bonds, at amortized cost (market $51,082,395--1994 and $24,120,198--1993) $ 52,149,080 $ 23,375,773 Stocks (note 9) 25,629,580 40,549,278 Short-term investments 10,914,561 797,875 Policy loans 4,494,390 3,023,275 --------------------------------------- Total investments 93,187,611 67,746,201 Cash 5,069,197 8,260,261 Life insurance premiums deferred and uncollected 13,646 31,574 Accrued investment income 796,333 468,968 Separate account assets 302,736,198 174,182,746 Funds receivable on reinsurance assumed 880,284 2,240,200 Receivable for undelivered securities 69,003 353,576 Other assets 333,651 108,260 --------------------------------------- Total assets $403,085,923 $253,391,786 ======================================= LIABILITIES, CAPITAL AND SURPLUS Aggregate policy reserves $ 29,761,174 $ 13,019,605 Other contract deposits 3,938,425 3,284,211 Interest maintenance and asset valuation reserves 111,566 431,400 Policy and contract claims 94,346 153,709 Provision for policyholder dividends payable 1,385,409 1,016,502 Amounts due to affiliates 7,377,108 7,953,242 Payable for undelivered securities 3,512,459 - Accrued liabilities 4,773,565 2,694,433 Separate account liabilities 302,736,198 174,182,746 --------------------------------------- Total liabilities 353,690,250 202,735,848 Capital and surplus: Common shares, par value $1.00; authorized, 5,000,000 shares; issued and outstanding 4,501,855 shares (1,501,854 shares in 1993) 4,501,855 1,501,854 Preferred shares, par value $100; authorized 5,000,000 shares; issued and outstanding 105,000 shares (335,000 shares in 1993) 10,500,000 33,500,000 Surplus (deficit) (15,456,180) 5,804,085 --------------------------------------- Capital paid in excess of par value 49,849,998 9,849,999 Total capital and surplus 49,395,673 50,655,938 --------------------------------------- Total liabilities, capital and surplus $403,085,923 $253,391,786 =======================================
See accompanying notes. 17 19 THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31 1994 1993 1992 --------------------------------------------------- Revenues: Life and annuity premiums, principally $(000,000,000) $(000,000,000) $(00,000,000) reinsurance assumed $ 25,385,628 $ 12,745,981 $ 6,579,233 Other life and annuity considerations 168,075,003 113,332,974 33,268,869 Investment income, net of investment expenses ($106,908 in 1994, $89,186 in 1993, $58,423 in 1992) 3,588,629 3,323,962 1,430,454 Amortization of interest maintenance reserve 19,527 32,866 7,707 Commission and expense allowance on reinsurance ceded 187,694 - - Foreign exchange gain (loss) 114,728 (197,971) 24,657 Other revenue 54,763 33,935 4,903 --------------------------------------------------- Total revenues 197,425,972 129,271,747 41,315,823 Benefits paid or provided: Increase in aggregate policy reserves 16,741,569 5,168,484 3,625,964 Increase in liability for deposit funds 654,214 2,820,520 422,369 Transfers to separate accounts, net 136,896,150 98,601,141 26,789,260 Death benefits 640,875 582,534 286,278 Maturity benefits 580,615 79,253 - Surrender benefits 3,701,591 2,319,926 1,596,434 --------------------------------------------------- 159,215,014 109,571,858 32,720,305 Insurance expenses: Management fee 21,222,310 12,378,288 4,861,244 Commissions 23,416,110 14,742,130 5,192,462 General expenses 8,260,467 5,108,104 2,744,475 Commissions and expense allowances on reinsurance assumed 810,252 329,634 269,141 --------------------------------------------------- 53,709,139 32,558,156 13,067,322 --------------------------------------------------- Loss before policyholders' dividends and federal income tax (15,498,181) (12,858,267) (4,471,804) Dividends to policyholders 1,149,719 837,454 634,652 --------------------------------------------------- Loss before federal income tax (16,647,900) (13,695,721) (5,106,456) Federal income tax provision (benefit) - (324,643) 339,539 --------------------------------------------------- Net loss from operations after policyholders' dividends and federal income tax (16,647,900) (13,371,078) (5,445,995) Net realized capital gains (net of capital gains tax of $0 in 1994, $236,415 in 1993, and $0 in 1992 and $(554,000) in 1994, $347,292 in 1993, and $68,401 in 1992 transferred to (from) the interest maintenance reserve) (3,012,485) 93,618 139,261 --------------------------------------------------- Net loss from operations $ (19,660,385) $ (13,277,460) $ (5,306,734) ===================================================
See accompanying notes. 18 20 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, 1991 $ 29,001,853 $ 4,000,000 $ 19,650,265 $ 52,652,118 Net loss from operations (5,306,734) (5,306,734) Issuance of preferred shares 6,000,000 6,000,000 Increase in asset valuation reserve (8,813) (8,813) Increase in nonadmitted assets (1,025,556) (1,025,556) Change in liability for reinsurance in unauthorized companies (7,166) (7,166) Company's share of increase in separate account assets 3,240,199 3,240,199 ---------------------------------------------------------------------- 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 common stocks 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 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 shares 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 ======================================================================
See accompanying notes. 19 21 THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31 1994 1993 1992 --------------------------------------------------------- OPERATING ACTIVITIES Premiums collected, net $ 193,478,637 $ 126,075,035 $ 39,842,600 Policy benefits paid, net (4,982,444) (2,829,812) (1,932,712) Commissions and other expenses paid (48,141,400) (35,203,997) (9,431,344) Net investment income 3,343,515 3,197,892 1,356,553 Other income and expenses (1,946,063) (1,592,957) (1,849,180) Transfers to separate accounts, net (136,950,482) (98,220,292) (26,266,436) --------------------------------------------------------- Net cash provided by (used in) operating activities 4,801,763 (8,574,131) 1,719,481 INVESTING ACTIVITIES Sale, maturity, or repayment of investments 73,187,733 28,248,633 11,975,475 Purchase of investments (91,063,874) (73,688,735) (24,400,135) --------------------------------------------------------- Net cash used in investing activities (17,876,141) (45,440,102) (12,424,660) FINANCING ACTIVITIES Issuance of shares 20,000,000 5,850,000 6,000,000 Surplus withdrawn from separate account - 48,701,076 6,000,000 --------------------------------------------------------- Net cash provided by financing activities 20,000,000 54,551,076 12,000,000 --------------------------------------------------------- Net increase in cash and short-term investments 6,925,622 536,843 1,294,821 Cash and short-term investments at beginning of year 9,058,136 8,521,293 7,226,472 --------------------------------------------------------- Cash and short-term investments at end of year $ 15,983,758 $ 9,058,136 $ 8,521,293 =========================================================
See accompanying notes. 20 22 The Manufacturers Life Insurance Company of America Notes to Financial Statements December 31, 1994 1. ORGANIZATION The Manufacturers Life Insurance Company of America (Manufacturers Life of America or the Company) is a wholly-owned subsidiary of The Manufacturers Life Insurance Company of Michigan (the Parent), which is in turn a wholly-owned subsidiary of The Manufacturers Life Insurance Company (Manulife Financial), a Canadian-based mutual life insurance company. During 1994, the Company's parent contributed $20,000,000 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, $6,000,000 in capital in return for 60,000 shares of preferred stock during 1992. During 1991, the Company invested $1,800,000 to fund initial branch operations in Taiwan. This investment in Taiwan was increased by $6,000,000 in 1992 and a further investment of $5,200,000 in 1993. There was no new funding in 1994 for the Taiwan branch. 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. 21 23 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) BASIS OF PRESENTATION (CONTINUED) In April 1993, the Financial Accounting Standards Board issued Interpretation 40, Applicability of Generally Accepted Accounting Principles to Mutual Life Insurance and Other Enterprises. The interpretation, which has been amended to be effective for 1996 annual financial statements and thereafter, will no longer allow statutory financial statements to be described as being prepared in conformity with generally accepted accounting principles (GAAP). This will require life insurance companies 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. All amounts presented are expressed in U.S. Dollars. Certain amounts from prior periods have been reclassified to conform with current period presentation. STOCKS Stocks are carried at market value. BONDS Bonds are carried at amortized cost. Discounts and premiums on investments are amortized using the effective interest 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. 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. 22 24 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. 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. 3. INVESTMENTS AND INVESTMENT INCOME The amortized cost and market value of investments in fixed maturities (bonds) as of December 31, 1994 are summarized as follows:
QUOTED OR GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED MARKET COST GAINS LOSSES VALUE ----------------------------------------------------------------------- U.S. Government securities $ 34,265,152 $ 243,971 $ (441,592) $ 34,067,531 Foreign government securities 7,388,458 - (294,385) 7,094,073 Corporate securities 10,495,470 2,457 (577,136) 9,920,791 ------------------------------------------------------------------------ $ 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. 23 25 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 investments in fixed maturities (bonds) as of December 31, 1993 are summarized as follows:
QUOTED OR GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED MARKET COST GAINS LOSSES VALUE ----------------------------------------------------------------------- U.S. Government securities $ 15,473,821 $ 725,851 $ (19,830) $ 16,179,842 Foreign government securities 3,277,886 39,710 (5,316) 3,312,280 Corporate securities 4,624,066 47,402 (43,392) 4,628,076 ----------------------------------------------------------------------- $ 23,375,773 $ 812,963 $ (68,538) $ 24,120,198 =======================================================================
Proceeds from sales of investments in debt securities during 1993 were $28,248,633. Gross gains of $694,800 and gross losses of $17,715 were realized on those sales. The amortized cost and market value of fixed maturities at December 31, 1994 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 $ 107,413 $ 108,160 Greater than 1; up to 5 years 5,213,296 5,217,002 Greater than 5; up to 10 years 24,217,449 23,599,525 Due after 10 years 22,610,922 22,157,708 ---------------------------------------- $ 52,149,080 $ 51,082,395 ========================================
At December 31, 1994, $4,447,934 of bonds at amortized cost were on deposit with government insurance departments to satisfy regulatory regulations. 24 26 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 3. INVESTMENTS AND INVESTMENT INCOME (CONTINUED) Major categories of net investment income for each year were as follows:
NET INVESTMENT INCOME 1994 1993 1992 -------------------------------------------------- Gross investment income: Dividends; Manulife Series Fund, Inc. $ 1,244,794 $ 1,440,392 $ - Bond income 1,712,294 1,422,064 1,043,273 Policy loans 236,972 166,514 131,606 Short-term investments 501,477 384,178 313,998 -------------------------------------------------- 3,695,537 3,413,148 1,488,877 Investment expenses (106,908) (89,786) (58,423) -------------------------------------------------- Net investment income $ 3,588,629 $ 3,323,962 $ 1,430,454 ==================================================
4. RELATED PARTY TRANSACTIONS The Company has a formal service agreement with Manulife Financial which can be terminated by either party upon two months' notice. Under the Agreement, the Company will pay direct operating expenses incurred each year by Manulife Financial on behalf of the Company. Services provided under the Agreement include legal, actuarial, investment, data processing and certain other administrative services. Costs incurred under this Agreement were $21,326,446 in 1994, $12,467,474 in 1993, and $4,919,667 in 1992. In addition, there were $7,795,184 agents' bonuses in 1994, $5,363,558 in 1993, and $1,871,799 in 1992 which were allocated to the Company and are included in commissions. The Company has 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. 25 27 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:
1994 1993 1992 --------------------------------------------------------- Life and annuity premiums assumed $ 25,385,628 $ 12,745,981 $ 6,579,233 Other life and annuity considerations ceded (437,650) (201,685) (114,505) Commissions and expense allowances on reinsurance assumed (810,252) (329,634) (269,141) Policy reserves assumed 47,672,591 23,070,952 10,799,350 Policy reserves ceded 3,786,647 3,782,156 3,662,930
During 1992 and 1993 the Company assumed the first $50,000 of initial face amount on two blocks of business. This resulted in transfers of $5,031,000 and $10,837,000, respectively, 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. 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. The Company, Parent and The Manufacturers Life Insurance Co. (U.S.A.) have available consolidated net operating losses of approximately $92,600,000 which will expire in the years 2007 to 2009, and capital loss carryforwards of $129,600,000 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. However, losses of Manufacturers Reinsurance Limited may not be used to offset the income of the other members of the consolidated group. 26 28 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 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. Summary financial information related to these reinsurance activities is as follows:
1994 1993 1992 ------------------------------------------------------ Life insurance premiums assumed $ - $ - $28,887,669 Life insurance premiums ceded (218,767) (130,913) (28,809,307)
During 1992, the Company assumed and ceded a significant block of business on a yearly renewable term basis. This contract was not renewed in 1993. 8. AGGREGATE POLICY 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, 1994 and 1993 is as follows:
MORTALITY INTEREST AGGREGATE RESERVES TABLE RATES ---------------------------------- --------- ------- 1994 1993 ---------------------------------- $ - $ 758,158 1958 CSO 4% 28,553,885 11,792,874 1980 CSO 4% (189,080) (62,228) Reinsurance ceded 1,396,369 530,801 Miscellaneous ---------------------------------- $29,761,174 $13,019,605 ==================================
27 29 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 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. 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, 1994, the $25,629,580 common stock represents the Company's seed money investment in Manulife Series Fund, Inc. During 1994, 1993, and 1992, the following dividends were received from Manulife Series Fund, Inc.:
1994 1993 1992 ------------------------------------------------------ Separate Account One $ 38,732 $ 1,610,693 $ 3,166,712 Separate Account Two 4,574,620 7,377,861 1,706,218 Separate Account Three 1,490,374 666,141 277,830 Separate Account Four 3,072,376 4,966,559 1,578,932 General Account 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. 28