SEC Division of Investment Management staff letter: Manufacturers Life Insurance Company, The

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The Manufacturers Life Insurance Company

December 27, 2001

RESPONSE OF THE OFFICE OF INSURANCE PRODUCTS DIVISION OF INVESTMENT MANAGEMENT

The Manufacturers Life Insurance Company (U.S.A.), et al.

Based on the facts and representations in your letter dated December 27, 2001, and without necessarily agreeing with your legal analysis, we would not recommend enforcement action to the Commission against The Manufacturers Life Insurance Company (U.S.A.) ("ManUSA"), The Manufacturers Life Insurance Company of America ("ManAmerica"), or The Manufacturers Life Insurance Company of North America ("MNA") under Section 5 of the Securities Act of 1933 (the "1933 Act") and Rule 145 thereunder, or Sections 8 and 11 of the Investment Company Act of 1940 (the "1940 Act") if ManAmerica and MNA transfer certain separate accounts ("Separate Accounts") to ManUSA in connection with the proposed reorganization of ManUSA, ManAmerica, and MNA (the "Reorganization"). In addition, we would not recommend enforcement action to the Commission if: (1) the change in depositor for the Separate Accounts as a result of the Reorganization is effected through the filing of amendments to the registration statements for the Separate Accounts on Form N-4 or Form N-8B-2 under the 1940 Act; and (2) new registration statements on Form N-4 or Form S-6 under the 1933 Act are filed by ManUSA and the Separate Accounts to cover any securities issued after the Reorganization in connection with variable annuity and variable life insurance contracts funded by the Separate Accounts. Further, we would not recommend enforcement action to the Commission under Section 5 of the 1933 Act and Rule 145 thereunder if, without registration under the 1933 Act, ManAmerica transfers to ManUSA assets equal to its reserves and other liabilities under a fixed annuity option with a market value adjustment provision, and MNA transfers to ManUSA assets equal to its reserves and other liabilities under a fixed annuity contract with a market value adjustment provision (collectively, "Registered MVA Contracts"), as a result of which ManUSA would assume all of the obligations and responsibilities of ManAmerica and MNA under the Registered MVA Contracts. In addition, we would not recommend enforcement action to the Commission against ManUSA or the Separate Accounts if, after consummation of the Reorganization, ManUSA, the Separate Accounts, and other parties named in the exemptive orders and no-action letters cited in your December 27, 2001 letter continue to rely on such orders and no-action letters without filing amended or new applications and no-action letters for the same relief previously granted. 1