1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 ______________________ Commission File Number: 33-57020 THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA (Exact name of registrant as specified in its charter) MICHIGAN (State or other jurisdiction of incorporation or organization) 23-2030787 (I.R.S. Employer Identification No.) ______________________ 500 N. Woodward Avenue Bloomfield Hills, Michigan 48304 (Address of principal executive offices) (416) 926-6700 (Registrant's telephone number, including area code) ______________________ Indicate by check mark whether the registrant (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares outstanding of the issuer's sole class of common stock, as of March 31, 1996 is 4,501,858. 2 PART I - FINANCIAL INFORMATION 3 The Manufacturers Life Insurance Company of America Management's Discussion and Analysis March 31, 1996 Overview The Company is active in two distinct businesses: 1) Domestically, the sale of Variable Insurance Products 2) Internationally, the sale of participating insurance products through Branch Operations in Taiwan VARIABLE PRODUCTS During the last four years the Company has grown significantly through the successful growth in variable insurance sales. This growth reflects a continuing shift in consumer preference towards greater control over the investment decision making, more aggressive marketing/sales practices and increased consumer acceptance of this relatively new product. This growth has continued in 1996 with total first year premiums being 113% and 76% of the same period in 1995 for Variable Universal Life ("VUL") and Variable Annuities ("VA"), respectively. The Company's introduction in late 1995 of a five year no lapse guarantee on VUL that prevented policy lapse triggered by negative investment performance, plus the addition on February 16 of eight new investment accounts has been positively received and is expected to be reflected in future sales. In particular, the new investment accounts, including outside fund managers, has increased available investment options while providing policyholders with the ability to increase diversification not only by investment type but also by portfolio management style. Outside fund managers now include: Fidelity Management Trust Company, Goldman Sachs Asset Management, Salomon Brothers Asset Management and Wellington Management Trust. We remain positive about the future growth and profitability from this business. TAIWAN The Company entered Taiwan in 1993 as a start-up venture. During 1995 the Company commenced full operations that has resulted in significant expenditures on agent recruitment and training. The level of recruitment and training continued in the first quarter of 1996, and while this has had a negative impact on short term earnings, future earnings will benefit from this investment. The growth in this region is promising and offers the opportunity for significant long term profit. 4 ASSETS March, 1996 Compared to December, 1995 At March 31, 1996, the Company's total assets were $648.8 million, an increase of $60.0 million or 10% from year-end 1995. This change is principally a result of Separate Account asset growth of $51.2 million, reflecting net cash transfers to the Separate Accounts of $34.1 million plus $17.1 million in gains due to strong investment performance of the underlying investment funds. Cash increased by $4.7 million, and receivables for undelivered securities increased $2.5 million. Cash was utilized to pay operating expenses and was replenished by $15 million of capital received during the period. Taxes recoverable increased by $1.7 million reflecting the benefit achieved through the Company's filing a consolidated tax return with its parent. LIABILITIES March, 1996 Compared to December, 1995 The Company's liabilities have increased by $53.3 million over year-end 1995 mainly due to Separate Account liabilities increasing $51.2 million. Separate Account liabilities move in tandem with changes in Separate Account assets. 5 CAPITAL AND SURPLUS March, 1996 Compared to December, 1995 At March 31, 1996, The Company's capital and surplus totalled $63 million, an increase of $6.7 million over year-end 1995 as a result of: I Operating losses totalling $6.9 million. II. Offsetting the operating losses was a capital contribution of $15 million from issuance of common shares. III. The increase in AVR which flows through the statement of changes in capital surplus of $809 thousand was largely offset by the unrealized gains of $888 million on the Company's seed money investment in Manulife Series Fund, Inc. and $166 thousand increase in the equity in Manufacturers Adviser Corporation. The Company's surplus to general account liability ratio increased from 108.2% to 116.5% Results of Operations March, 1996 Compared to March, 1995 The loss from operations for the three months ended March 31, 1996 increased from $3.2 million in 1995 to $6.9 million in 1996. The main contributors to these losses were: 1995 1994 ---- ---- U.S.Operations ($0.5) ($2.2) Taiwan Operations (8.1) (1.0) Tax recovery 1.7 ----- ----- ($6.9) ($3.2) ===== ===== U.S. operations improved due to increased policy fees on renewal business as business matures. Taiwan's operating loss increased as a result of significant start up costs associated the Company's growing Taiwan Branch. In particular, costs associated with producer recruitment are heavy. 6 Cash Flow The majority of the Company's cash flows arise from policyholder transactions related to the Separate Account and, as such, the assets and liabilities of these products are exactly matched. In the case of death benefits, the Company cedes a substantial portion of the risk to Manulife Financial and its risk is therefore minimized. The Company's cash flows on the policies are adequate to meet the obligations retained on these contracts. Because of the excess of expense over income, which arises from first policy year issue, the continued success in generating sales will not only result in losses in the Results of Operations, but will create a cash flow strain as well. As a result, The Company may look to The Manufacturers Life Insurance Company to provide the necessary capital to support its operations. In this respect the Company received an additional $15 million in capital contributions in the first quarter of 1996 to fund continuing growth in Taiwan. Manulife Financial has provided a claims guarantee for all U.S. policyowners. The guarantee does not cover the performance of any Separate Accounts. The Company has no material commitments for capital expenditures. With the exception of the claims paying guarantee, the Company is not the beneficiary of any financing commitments not reflected on the balance sheet. 7 The Manufacturers Life Insurance Company of America Balance Sheet March 31 December 31 1996 1995 -------------------------------- (Unaudited) Assets Bonds, at amortized cost (market $63,851,595 -- 1996 and $66,046,733 -- 1995) $63,185,038 $62,757,202 Stocks 21,116,104 22,584,259 Short-term investments 0 0 Policy loans 7,486,010 6,955,292 -------------------------------- Total investments 91,787,152 92,296,753 Cash on hand and on deposit 14,420,164 9,674,362 Life insurance premiums deferred and uncollected 522,275 504,818 Accrued investment income 1,128,760 1,059,536 Separate account assets 531,623,403 480,404,450 Funds receivable on reinsurance ceded 194,404 73,300 Receivable for undelivered securities 2,649,801 146,328 Taxes recoverable 4,989,316 3,308,316 Investment in subsidiary 1,246,239 1,080,184 Other assets 207,991 193,715 -------------------------------- $648,769,505 $588,741,762 ================================ Liabilities, capital and surplus Aggregate policy reserves $28,778,841 $26,683,090 Contract deposit funds 474,336 1,238,943 Interest maintenance and asset valuation reserves 5,692,114 4,742,400 Policy and contract claims 282,669 582,853 Provision for policyholder dividends payable 1,944,540 2,346,258 Amounts due to affiliates 6,983,690 9,049,217 Accrued liabilities 9,948,105 7,315,315 Amounts payable for undelivered securities 0 80,821 Separate account liabilities 531,623,403 480,404,450 -------------------------------- Total liabilities 585,727,698 532,443,347 Capital and surplus: Common shares, par value $1.00; authorized, 5,000,000 shares; issued and outstanding shares (4,501,858 -- 1996, 4,501,857 -- 1995) 4,501,858 4,501,857 Preferred shared, par value $100; authorized, 5,000,000 shares; issued and outstanding shares (105,000 -- 1996 and 1995) 10,500,000 10,500,000 Surplus note 8,500,000 8,500,000 Capital paid in excess of par value 78,500,179 63,500,180 Surplus (38,960,230) (30,703,622) -------------------------------- Total capital and surplus 63,041,807 56,298,415 -------------------------------- Total liabilities, capital, and surplus $648,769,505 $588,741,762 ================================ 8 The Manufacturers Life Insurance Company of America Statement of Changes in Capital and Surplus (Unaudited) Capital Paid in Excess of Capital Par Value Surplus Total ---------------------------------------------------------------- Balance, December 31, 1995 $23,501,858 $63,500,180 ($30,703,622) $56,298,416 Net loss from operations (6,904,085) (6,904,085) Issuance of common shares 1 14,999,999 15,000,000 Increase in asset valuation reserve (808,821) (808,821) Increase in nonadmitted assets (1,546,341) (1,546,341) Change in net unrealized capital gains 1,054,467 1,054,467 Change in liability for reinsurance in unauthorized companies (51,829) (51,829) Company's share of increase in separate account assets, net 0 0 ---------------------------------------------------------------- Balance, March 31, 1996 $23,501,859 $78,500,179 ($38,960,231) $63,041,807 ================================================================ 9 The Manufacturers Life Insurance Company of America Statement of Cash Flows (Unaudited) Three Months Ended March 31 1996 1995 ------------------------------------ Operating activities: Premiums collected, net $49,289,712 $39,699,373 Policy benefits paid, net (4,830,244) (2,606,492) Commissions and other expenses paid (20,137,602) (6,817,255) Net investment income 1,478,806 1,088,644 Other income and expenses (1,093,341) (584,211) Transfers to separate accounts, net (34,334,340) (26,392,433) ------------ ------------ Net cash (used in) provided by operating activities (9,627,009) 4,387,626 Investing activities Sale, maturity, or repayment of investments 25,538,188 13,313,806 Purchase of investments (26,165,377) (15,875,578) ------------ ------------ Net cash used in investing activities (627,189) (2,561,772) Financing activities Issuance of stock 15,000,000 0 ------------ ------------ Net cash provided by financing activities 15,000,000 0 ------------ ------------ Net increase in cash and short-term investments 4,745,802 1,825,854 Cash and short-term investments at beginning of year 9,674,362 15,983,758 ----------- ----------- Cash and short-term investments at end of year $14,420,164 $17,809,612 =========== =========== 10 The Manufacturers Life Insurance Company of America Statement of Operations (Unaudited) Three Months Ended March 31 1996 1995 ------------------------------------ Revenues: Life premiums $41,149,127 $25,934,287 Annuity deposits 7,622,134 10,088,823 Life premiums, reinsurance assumed 531,737 3,672,714 Investment income, net of investment expenses of $92,156 ($80,145 in 1995) 1,457,913 1,306,199 Amortization of interest maintenance reserve 13,711 (18,155) Commission and expense allowances on reinsurance ceded 47,892 Foreign exchange gain (loss) 54,832 45,025 Other revenue 13,347 26,757 ------------------------------------ Total revenues 50,890,693 41,055,650 Benefits paid or provided: Increase (decrease) in aggregate policy reserves 2,095,751 1,658,209 Increase (decrease) in liability for deposit fund (764,607) (66,747) Transfers to separate accounts, net 34,153,849 26,492,807 Death benefits 1,027,097 145,266 Annuity benefits 220,168 323 Disability benefits 21,607 Surrender benefits 3,285,443 2,398,080 ------------------------------------ 40,039,308 30,627,938 Insurance expenses: Management fee 5,555,000 5,509,315 Commissions 7,201,399 4,310,832 General expenses 6,125,050 1,956,503 Commission and expense allowances on reinsurance assumed 92,482 593573 Interest expense 142,363 0 ------------------------------------ 19,116,294 12,370,223 ------------------------------------ Loss before policyholder's dividends and federal income tax (8,264,909) (1,942,511) Dividends to policyholders 222,144 1,237,124 ------------------------------------ Loss before federal income tax (8,487,053) (3,179,635) Federal income tax benefit (1,700,845) 0 ------------------------------------ Net loss from operations after policyholders' dividends and federal income tax (6,786,208) (3,179,635) Net realized capital loss (117,877) (19,312) ------------------------------------ Net loss from operations ($6,904,085) ($3,198,947) ==================================== 11 The Manufacturers Life Insurance Company of America Notes to Financial Statements March 31, 1996 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 March 31, 1996 the Company had assets of $21,740,603 and liabilities of $10,874,038 in the Taiwan branch. During the three months ended March 31, 1996, the Company received a capital contribution of $15,000,000 from the Parent in return for one share of common stock (par value $1). 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying unaudited financial statements of The Manufacturers Life Insurance Company of America have been prepared in accordance with accounting practices for interim financial information and with the instructions to Form 10-Q and Article 10 of regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the financial statements and footnotes thereto included in the Annual Report on Form 10-K of the Company for the year ended December 31, 1995. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the financial statements for these interim periods have been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. 6 12 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 Standard Board issued Interpretation 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, 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. All amounts presented are expressed in U.S. Dollars. 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. 7 13 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, and for which the contract holder, rather than the Company, bears the investment risk. Separate account assets are recorded at market value. Operations of the separate accounts are not included in the accompanying financial statements. 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 March 31, 1996 is summarized as follows: QUOTED OR GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED MARKET COST GAINS LOSSES VALUE -------------------------------------------------------------- U.S. Government $19,401,748 $419,448 $(445,569) $19,375,627 Foreign Government 9,138,098 68,835 (42,634) 9,164,299 Corporate 27,745,938 977,929 (262,247) 28,461,620 Mortgage-backed securities U.S. Government Agencies 5,931,441 35,833 (40,870) 5,926,404 Corporate Securities 967,813 - (44,168) 923,645 --------------------------------------------------------------- $63,185,038 $1,502,045 $(835,488) $63,851,595 =============================================================== 8 14 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 3. INVESTMENTS AND INVESTMENT INCOME (CONTINUED) Proceeds from sales of investments in debt securities during 1996 were $25,191,660. Gross gains of $679,096 and gross losses of $440,922 were realized on those sales. 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 COST GAINS LOSSES VALUE -------------------------------------------------------------- United States Government $15,145,033 $681,032 $(57,916) $15,768,149 Foreign Government 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 ============================================================== The investments above are valued, for financial statement purposes, as described in Note 2 to these financial statements. The amortized cost and market value of fixed maturities at March 31, 1996 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 $ 160,703 $ 160,703 Greater than 1; up to 5 years 10,785,260 10,779,942 Greater than 5; up to 10 years 24,910,176 25,038,908 Due after 10 years 27,328,899 27,872,042 -------------------------------------- $63,185,038 $63,851,595 ====================================== At March 31, 1996, $9,197,666 of bonds at amortized costs were on deposit with government insurance departments to satisfy regulatory regulations. 9 15 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 the first three months were as follows: NET INVESTMENT INCOME 1996 1995 ---------------------------------- Gross investment income: Bond Income $1,407,420 $1,016,131 Policy Loans 98,890 131,185 Short-term investments 43,759 239,028 ---------------------------------- 1,550,069 1,386,344 Investment Expenses (92,156) (80,145) ---------------------------------- Net investment income $1,457,913 $1,306,199 ================================== 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 $5,645,881 in the first three months of 1996, and $5,589,460 in 1995. In addition, there was $1,416,576 agents' bonuses in 1996 and $1,373,882 in 1995 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. . 10 16 The Manufacturers Life Insurance Company of America Notes to Financial Statements (continued) 4. RELATED PARTY TRANSACTIONS (CONTINUED) (d) Under the terms of an automatic coinsurance agreement, the Company cedes its risk on structured settlements to Manulife Financial. Selected amounts relating to the above treaties reflected in the financial statements are as follows: 1996 1995 ----------------------------------- Life and annuity premiums assumed $ 531,737 $ 3,672,714 Other life and annuity consideration ceded (175,911) (160,429) Commissions and expense allowances on reinsurance assumed (92,482) 593,573 Policy reserves assumed 47,747,647 50,897,936 Policy reserves ceded 4,006,534 3,796,997 5. FEDERAL INCOME TAX The Company joins the Parent and another wholly-owned life insurance subsidiary 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. 11 17 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 1996 without the prior approval of insurance regulatory authorities. 7. INVESTMENT IN SEPARATE ACCOUNTS The Company markets variable life insurance and variable annuity products through Separate Accounts which use Manulife Series Fund, Inc. as its investment vehicle. Common stock in the amount of $21,116,104 represents the Company's seed money investment in Manulife Series Fund, Inc. 12 18 PART II - OTHER INFORMATION 19 Item 1 - Legal Proceedings Nothing to report. Item 2 - Changes in Securities Nothing to report. Item 3 - Defaults upon Senior Securities Nothing to report. Item 4 - Submission of Matters to a Vote of Security Holders Nothing to report. Item 5 - Other Information Nothing to report. 20 Item 6A - Exhibits Page in Sequential Numbering System Where Exhibit Exhibit No. Description Located - ----------- ------------------- ---------------------------- (1) Not applicable (2) None (3) Not applicable (4)(a) Form of Multi-Account Incorporated by reference Flexible Variable Annnuity to Exhibit (4)(a) to Policy Pre-Effective Amendment No. 1 on Form S-1 filed by The Manufacturers Life Insurance Company of America on February 10, 1994 (File No. 33-57020). (4)(b)(i) Individual Retirement Incorporated by reference Annuity Rider to Exhibit (4)(b)(i) to Pre-Effective Amendment No. 1 on Form S-1 filed by The Manufacturers Life Insurance Company of America on February 10, 1994 (File No. 33-57020). (4)(b)(i)(a) Trustee-Owned Policies Incorporated by reference Annuity Rider to Exhibit (4)(b)(i)(a) to Pre-Effective Amendment No.1 on Form S-1 filed by The Manufacturers Life Insurance Company of America on February 10, 1994 (File No. 33-57020). (4)(b)(ii) Unisex Endorsement Incorporated by reference to Exhibit (4)(b)(ii) to the registration statement on Form N-4 filed by The Manufacturers Life Insurance Company of America on January 13, 1993 (File No. 33-57018). 21 Page in Sequential Numbering System Where Exhibit Exhibit No. Description Located - ----------- ------------------- ----------------------------------- (5) Not Applicable (6) Not Applicable (7) Not Applicable (8) Not Applicable (9) Not Applicable (10)(a) Reinsurance Agreement Incorporated by reference to Exhibit (10)(a) to Pre-Effective Amendment No. 1 on Form S-1 filed by The Manufacturers Life Insurance Company of America on February 10, 1994 (File No. 33-57020). (10)(b)(i) Service Agreement between Incorporated by reference Manufacturers Life of to Exhibit (8)(a) America and The Manu- to the registration state- facturers Life ment on Form N-4 filed by Insurance Company The Manufacturers Life Insurance Company of America on January 13, 1993 (File No. 33-57018). (10)(b)(ii) Amendment to Service Incorporated by reference Agreement to Exhibit (8)(b) to the registration state- ment on Form N-4 filed by The Manufacturers Life Insurance Company of America on January 13, 1993 (File No. 33-57018). (10)(b)(iii) Second Amendment to Incorporated by reference Service Agreement to Exhibit (10)(b)(iii) to the registration state- ment on Form N-4 filed by The Manufacturers Life Insurance Company of America on April 29, 1994 (File No. 33-57018). 22 Page in Sequential Numbering System Where Exhibit Exhibit No. Description Located - ----------- ----------- ---------------------- (10)(b)(iv) Service Agreement between Incorporated by reference The Manufacturers Life to Exhibit (10)(b)(iv) Insurance Company and to the registration state- ManEquity, Inc. dated ment on Form N-4 filed by January 2, 1991 as amended The Manufacturers Life March 1, 1994 Insurance Company of America on April 29, 1994 (File No. 33-57018). (10)(c) Specimen Agreement between Incorporated by reference ManEquity, Inc. and to Exhibit (3)(b) registered representatives (i) to the registration statement on Form N-4 filed by The Manufacturers Life Insurance Company of America on January 13, 1993 (File No. 33-57018). (10)(d) Specimen Agreement between Incorporated by reference ManEquity, Inc. and Dealers to Exhibit (3)(b) (ii) to the registration statement on Form N-4 filed by The Manufacturers Life Insurance Company of America on January 13, 1993 (File No. 33-57018). (11) None (12) Not Applicable (13) Not Applicable (14) Not Applicable (15) None (16) Not Applicable (17) Not Applicable (18) None 23 Page in Sequential Numbering System Where Exhibit Exhibit No. Description Located - ----------- ----------- ------------------ (19) None (20) Not Applicable (21) Not Applicable (22) None (23) None (23)(a) Consent of Jones & Blouch Incorporated by reference to Exhibit (23)(a) to the Post-Effective Amendment No. 3 to the registration Statement on Form N-4 filed by The Manufacturers Life Insurance Company of America on April 26, 1996 (File No. 33-57018). (23)(b) Consent of Ernst & Young Incorporated by reference to Exhibit (23)(b) to the Post-Effective Amendment No. 3 to the registration Statement on Form N-4 filed by The Manufacturers Life Insurance Company of America on April 26, 1996 (File No. 33-57018). (23)(c) Consent of Stephen C. Incorporated by reference Nesbitt to part of Exhibit (5) of the Registration State- ment on Form S-1 filed by The Manufacturers Life Insurance Company of America on January 13, 1993 (File No. 33-57020). (24) None (25) Not Applicable (26) Not Applicable (27) Financial Data Schedules (28) Not Applicable 24 Item 6B - Reports on Form 8-K No reports on Form 8-K were filed during the quarter. 25 SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA ---------------------------------- Registrant) May 14, 1996 By: Douglas H. Myers - -------------------------- ---------------------------- Date DOUGLAS H. MYERS Vice-President, Finance (Principal Financial Officer) May 14, 1996 By: Donald A. Guloien - -------------------------- ---------------------------- Date DONALD A. GULOIEN President & Director (Principal Executive Officer)