-----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, Aah8HyRghS1rckSOYd956XOXy9mbeFDNXM+EJqrNfboL0Edo2NafkbNktBO9fzHU 9v4vqClXO9XKTdgVxQjzoQ== 0000950135-06-000722.txt : 20060213 0000950135-06-000722.hdr.sgml : 20060213 20060213141504 ACCESSION NUMBER: 0000950135-06-000722 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 EFFECTIVENESS DATE: 20060213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOHN HANCOCK LIFE INSURANCE CO (USA) SEPARATE ACCOUNT H CENTRAL INDEX KEY: 0000753892 IRS NUMBER: 222265014 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-70730 FILM NUMBER: 06602605 BUSINESS ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 4TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-663-3000 MAIL ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 4TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: MANUFACTURERS LIFE INSURANCE CO USA SEPARATE ACCOUNT H DATE OF NAME CHANGE: 20020412 FORMER COMPANY: FORMER CONFORMED NAME: MANUFACTURERS LIFE INSURANCE CO OF NORTH AMERICA SEP ACC A DATE OF NAME CHANGE: 19971022 FORMER COMPANY: FORMER CONFORMED NAME: NASL VARIABLE ACCOUNT DATE OF NAME CHANGE: 19920703 0000753892 S000002858 JOHN HANCOCK LIFE INSURANCE CO (USA) SEPARATE ACCOUNT H C000007840 Ven 22-23 and Wealthmark C000007841 Ven 8 485BPOS 1 b58877gpe485bpos.txt JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT H As filed with the Securities and Exchange Commission on February 13 2006. Registration No. 333-70728* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 12 and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 34 JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT H (formerly, The Manufacturers Life Insurance Company (U.S.A.) Separate Account H) (Exact name of Registrant) JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) (Name of Depositor) 38500 Woodward Avenue Bloomfield Hills, Michigan 48304 (Address of Depositor's Principal Executive Offices) (617) 663-3000 (Depositor's Telephone Number Including Area Code) Arnold R. Bergman, Esquire John Hancock Life Insurance Company (U.S.A.) 601 Congress Street Boston, MA 02210-2805 (Name and Address of Agent for Service) Copy to: John W. Blouch, Esq. Dykema Gossett PLLC Suite 300 West 1300 I Street, NS Washington, DC 20005-3306 Title of Securities Being Registered: Variable Annuity Insurance Contracts It is proposed that this filing will become effective: [X] immediately upon filing pursuant to paragraph (b) of Rule 485 [ ] on ________ pursuant to paragraph (b) of Rule 485 [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 [ ] on ________, 2005 pursuant to paragraph (a)(1) of Rule 485 If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. * This registration statement also relates to variable annuity contracts registered under file no. 333- 70730. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A) SEPARATE ACCOUNT H CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-4 N-4 Item Caption in Prospectus Part A 1 Cover Page 2 Appendix A: Special Terms 3 Summary 4 Appendix B: Table of Accumulation Values 5 General Information about Us, The Variable Account, the Portfolio 6 Charges and Deductions; Withdrawal Charges; Reduction or Elimination of Withdrawal Charges; Administration Fees; Mortality and Expense Risks Charge; Taxes; Expenses of Distributing the Contract 7 Accumulation Period Provisions; Company Approval; Purchase Payments; Accumulation Units; Net Investment Factor; Transfers Among Investment Options; Telephone Transactions; Special Transfer Services - Dollar Cost Averaging; Asset Rebalancing Program; Withdrawals; Special Withdrawal Services - the Income Plan; Contract Owner Inquiries; Other Contract Provisions; Ownership; Beneficiary; Modification 8 Pay Out Period Provisions; General; Annuity Options; Determination of Amount of the First Variable Annuity Benefit Payment; Annuity Units and the Determination of Subsequent Variable Annuity Benefit Payments; Transfers During the Pay Out During the Pay Out Period 9 Accumulation Period Provisions; Death Benefit During the Accumulation Period; Pay Out Period Provisions; Death Benefit Period 10 Accumulation Period Provisions; Purchase Payments; Accumulation Units; Value of Accumulation Units; Net Investment Factor; Distribution of Contracts 11 Withdrawals; Restrictions under the Texas Optional Retirement Program; Accumulation Period Provisions; Purchase Payments; Other Contract Provisions; Ten Day Right to Review 12 Federal Tax Matters; Introduction; Taxation of Annuities in General; Diversification Requirements; Qualified Retirement Plans; Appendix G: Qualified Plan Types 13 Legal Proceedings 14 Statement of Additional Information - Table of Contents Part B Caption in Statement of Additional Information 15 Cover Page 16 Table of Contents 17 General Information and History. 18 Services-Independent Auditors, Services-Servicing Agent 19 Not Applicable 20 Services - Principal Underwriter 21 Performance Data 22 Not Applicable 23 Financial Statements
PART A INFORMATION REQUIRED IN A PROSPECTUS (Venture included in Registrants Form N-4, File No 333-70728, filed on April 29, 2005 and incorporated by reference herein) SUPPLEMENT DATED FEBRUARY 13, 2006 TO PROSPECTUSES DATED MAY 2, 2005 This Supplement is intended for distribution with prospectuses dated May 2, 2005 for certain variable annuity contracts issued by John Hancock Life Insurance Company (U.S.A.) or John Hancock Life Insurance Company of New York. The prospectuses involved bear the title "Venture Variable Annuity," "Venture III Variable Annuity," "Vantage Variable Annuity," "Vision Variable Annuity" or "Strategy Variable Annuity." We refer to these prospectuses as the "Product Prospectuses." CHANGE TO VARIABLE INVESTMENT OPTIONS A. WE ADD A NEW VARIABLE INVESTMENT OPTION TO THE PRODUCT PROSPECTUSES EFFECTIVE FEBRUARY 13, 2006: Effective February 13, 2006, you may select a new investment option, entitled "Index Allocation," as a variable investment option. When you select this option, we invest your money in a sub-account of the Variable Account that invests in a Portfolio of the John Hancock Trust titled INDEX ALLOCATION TRUST. We add the following information to the table in the Product Prospectuses that describes the operating expenses for each of the portfolios:
MANAGEMENT RULE 12B-1 OTHER TOTAL ANNUAL PORTFOLIO FEES FEES EXPENSES EXPENSES - --------- ---------- ---------- -------- ------------ JOHN HANCOCK TRUST - SERIES II SHARES: Index Allocation Trust (A, BB, CC) 0.05% 0.25% 0.03% 0.33%
(A) Based upon estimates for the current fiscal year. (BB) The Adviser has contractually agreed to reimburse expenses of the Index Allocation Trust that exceed 0.02% of the average net assets of the Index Allocation Trust, other than 12b-1 fees, class specific expenses (such as blue sky and transfer agency fees) and underlying portfolios expenses, until May 1, 2007. This advisory fee waiver may be terminated at any time after May 1, 2007. The contractual expense reimbursement of 0.06% of Trust average net assets for the fiscal year ended December 31, 2005 results in estimated Net Total Portfolio Operating Expenses of 0.27%. (CC) The shareholders of the Index Allocation Trust bear indirectly the expenses of the NAV shares of the underlying portfolios in which the Index Allocation Trust invests. The estimated Underlying Portfolio Expenses of 0.53%, as a percentage of Trust average net assets for the fiscal year ended December 31, 2005, results in estimated Net Total Portfolio Operating Expenses and Underlying Portfolio Expenses (not including the expense reimbursement in BB above) of 0.80%. Estimated underlying portfolio expenses assume the following allocation of the Index Allocation Trust's assets among the underlying portfolios: 500 Index Trust, 35%; Mid Cap Index Trust, 10, Small Cap Index Trust, 10%; International Equity Index Trust A, 15%; and Bond Index Trust A, 30%. This allocation may change over time and the underlying portfolios expenses will vary with changes in these allocations and changes in underlying portfolio expenses. For the estimated expense ratio of each of the underlying portfolios in which the Index Allocation Trust may invest, see the prospectus for the Index Allocation Trust. You can obtain a copy of that prospectus by contacting the Annuity Service Office shown on the first page of the Product Prospectuses. We add the following information to the table in the Product Prospectuses that contains a general description of the Portfolios:
PORTFOLIO PORTFOLIO MANAGER INVESTMENT DESCRIPTION - --------- ----------------- ---------------------- INDEX ALLOCATION TRUST MFC Global Investment Long term growth of capital. Management (U.S.A.) Current income is also Limited a consideration.
FOR MORE INFORMATION REGARDING THE INDEX ALLOCATION TRUST, INCLUDING INFORMATION RELATING TO ITS INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS, AND THE RISKS OF INVESTING IN THAT PORTFOLIO, PLEASE SEE THE PROSPECTUS FOR THE INDEX ALLOCATION TRUST. YOU CAN OBTAIN A COPY OF THAT PROSPECTUS BY CONTACTING THE ANNUITY SERVICE OFFICE SHOWN ON THE FIRST PAGE OF THE PRODUCT PROSPECTUSES. YOU SHOULD READ THE PORTFOLIO'S PROSPECTUS CAREFULLY BEFORE INVESTING IN THE CORRESPONDING VARIABLE INVESTMENT OPTION. PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION (included in Registrants Form N-4, File No 333-70728, filed on April 29, 2005 and incorporated by reference herein) PART C OTHER INFORMATION Guide to Name Changes and Successions: NAME CHANGES
DATE OF CHANGE OLD NAME NEW NAME - -------------- -------- -------- October 1, 1997 NASL Variable Account The Manufacturers Life Insurance Company of North America Separate Account A October 1, 1997 North American Security Life The Manufacturers Life Insurance Company Insurance Company of North America November 1, 1997 NAWL Holding Co., Inc. Manulife-Wood Logan Holding Co., Inc. September 24, 1999 Wood Logan Associates, Inc. Manulife Wood Logan, Inc January 1, 2005 The Manufacturers Life Insurance John Hancock Life Insurance Company (U.S.A.) Company (U.S.A.) Separate Account A Separate Account A January 1, 2005 The Manufacturers Life Insurance John Hancock Life Insurance Company (U.S.A.) Company (U.S.A.)
On September 30, 1997, Manufacturers Securities Services, LLC succeeded to the business of NASL Financial Services, Inc. The following changes became effective on January 1, 2002: The Manufacturers Life Insurance Company of North America ("Manulife North America") merged into The Manufacturers Life Insurance Company (U.S.A.) with the latter becoming the owner of all of Manulife North America's assets, including the assets of Separate Account A. * * * * * Item 24. Financial Statements and Exhibits (a) Financial Statements (1) Financial Statements of the Registrant, The Manufacturers Life Insurance Company (U.S.A.) Separate Account H, (Part B of the registration statement). Incorporated by reference to Post-Effective Amendment No. 8, on Form N-4, file No 333-70728, filed April 29, 2005. (2) Financial Statements of the Depositor, The Manufacturers Life Insurance Company (U.S.A.) (Part B of the registration statement). Incorporated by reference to Post-Effective Amendment No. 8, on Form N-4, file No 333-70728, filed April 29, 2005. (b) Exhibits (1) (i) Resolution of the Board of Directors of Manufacturers Life Insurance Company (U.S.A.) establishing The Manufacturers Life Insurance Company Separate Account H - Incorporated by reference to Exhibit (1)(i) to pre-effective amendment no. 1 to this registration statement, file number 333-70728, filed January 2, 2002 (the "Pre-Effective Amendment") (2) Agreements for custody of securities and similar investments - Not Applicable. (3) (i) Form of Underwriting Agreement-- Incorporated by reference to Exhibit (b)(3)(i) to Form N-4, file number 33-76162, filed March 1, 1999. (ii) Form of Promotional Agent Agreement -- Incorporated by reference to Exhibit (b)(3)(ii) to post-effective amendment no. 3 to Form N-4, file number 33-77878, filed February 28, 1997. (iii) Form of Amendment to Promotional Agent Agreement - Incorporated by reference to Exhibit (b)(3)(iii) to Form N-4, file number 33-76162, filed February 25, 1998. (iv) Form of broker-dealer Agreement - Incorporated by reference to Exhibit (b)(3)(iv) to the registration statement on Form N-4 file number 333-70728, filed October 2, 2001. (4) (i) (A) Form of Specimen Flexible Purchase Payment Individual Deferred Variable Annuity Contract, Non-Participating (v20/21) - Incorporated by reference to Exhibit (b)(4)(i)(A) to post-effective amendment no. 4 to registration statement on Form N-4 (file no. 33-76162) filed April 7, 1997. (ii) (B) Form of Specimen Flexible Purchase Payment Individual Deferred Variable Annuity Contract, Non-Participating (v7) - Incorporated by reference to Exhibit (b)(4)(i)(B) to post-effective amendment no. 4 to registration statement on Form N-4 (file no. 33-76162) filed April 7, 1997. (1) Form of Specimen Death Benefit Endorsement to Flexible Purchase Payment Individual Deferred Variable Annuity Contract, Non-Participating (v7) -- Previously filed as Exhibit (b)(4)(ii)(B)(1) to post-effective amendment no. 4 to Form N-4 (file no. 33-76162) filed February 25, 1998. (2) Form of Specimen Endorsements to Contract (v7): (i) Individual Retirement Annuity Endorsement; (ii) Retirement Equity Act Endorsement; (iii) Tax-sheltered Annuity Endorsement; (iv) Qualified Plan Endorsement Section 401 Plans -- Previously filed as Exhibit (b)(4)(ii)(B)(2) to post-effective amendment no. 4 to Form N-4 (file no.33-76162) filed February 25, 1998. (C) Form of Specimen Death Benefit Endorsement to Venture 3 Contract, Non-Participating -- Previously filed as Exhibit (b)(4)(ii)(C) to post-effective amendment no. 4 to Form N-4 (file no.33-76162) filed February 25, 1998 (D) Form of Fixed Account Endorsement (v20/21) - Previously filed as Exhibit (b)(4)(ii)(E) to post-effective amendment no. 6 to Form N-4 (file no.33-76162) filed March 1, 1999. (E) Form of Roth Individual Retirement Annuity Endorsement - Previously filed as Exhibit (b)(4)(ii)(F) to post-effective amendment no. 6 to Form N-4 (file no.33-76162) filed March 1, 1999. (iii) Form of Guaranteed Income Rider (v20/21) -- Previously filed as Exhibit (b)(4)(iii) to post-effective amendment no. 4 to Form N-4 (file no. 33-76162) filed February 25, 1998. (5) (i) Form of Specimen Application for Flexible Purchase Payment Individual Deferred Combination Fixed and Variable Annuity Contract, Non-Participating -- Incorporated by reference to Exhibit (b)(5)(i) to post effective amendment 5 to file number 333-24657, filed February 28, 2000. (ii) Form of Specimen Application for Flexible Purchase Payment Individual Deferred Combination Fixed and Variable Annuity Contract (VENTURE.APP.009.98) - Incorporated by reference to Exhibit (b)(5)(i) to post-effective amendment no. 3 to this registration statement, filed March 1, 1999. (6) (i) Restated Articles of Redomestication of The Manufacturers Life Insurance Company (U.S.A.) - Incorporated by reference to Exhibit A(6) to the registration statement on Form S-6 filed July 20, 2000 (File No. 333-41814). (ii) By-laws of The Manufacturers Life Insurance Company (U.S.A.) - Incorporated by reference to Exhibit A(6)(b) to the registration statement on Form S-6 filed July 20, 2000 (File No. 333-41814). (7) (i) Form of Variable Annuity Reinsurance Agreement Contract with Connecticut General Life Insurance Company, effective July 1, 1997--Incorporated by reference to Exhibit (b) (7) (i) to the registration statement filed February 26, 1998. (ii) Form of Automatic Reinsurance Agreement with Swiss Re Life & Health America Inc., effective August 1, 1997 - Incorporated by reference to Exhibit (b) (7) (ii) to this registration statement. (iii) Form of contract of reinsurance in connection with the variable annuity contracts being offered - Contract with Manulife Reinsurance Corporation (USA), effective July 1, 1998 - Incorporated by reference to Exhibit (b)(7)(iv) to Form N-4, file number 33-77878, filed December 16, 1998. (iv) Form of Coinsurance Agreement with Peoples Security Life Insurance Company, effective June 30, 1995 - Incorporated by reference to Exhibit 10(iv) to pre-effective amendment No. 1 to Form S-1, file number 333-6011 filed January 29, 1997. (v) Form of Automatic Reinsurance Agreement (Agreement 2000-14) with AXA Re Life Insurance Company, effective May 1, 2000. - Incorporated by reference to Exhibit (7) (v) to the Pre-Effective Amendment. i Form of Amendment No. 1 to Automatic Reinsurance Agreement (Agreement 2000-14) dated May 1, 2000 with AXA Re Life Insurance Company, Incoporated by reference to Exhibit (7) (v)(i) to post-effective amendment no. 1 to Form N-4, filed number 333-70728, filed April 29, 2002 (the "Post-Effective Amendment No. 1"). ii Form of Amendment No. 2 to Automatic Reinsurance Agreement (Agreement 2000-14 dated May 1, 2000 with AXA Re Life Insurance Company. Incorporated by reference to Exhibit (7)(v)(ii) to Post Effective Amendment No. 1. iii Form of Amendment No. 3 to Automatic Reinsurance Agreement (Agreement 2000-14) dated May 1, 2000 with AXA Re Life Insurance Company, Incorporated by reference to Exhibit (7)(v)(iii) to Post Effective Amendment No. 1. (vi) Form of Automatic Reinsurance Agreement (Agreement 2000-21) with AXA Re Life Insurance Company now known as AXA Corporate Solutions Life Reinsurance Company, effective August 15, 2000. Incorporated by reference to Exhibit (7) (vi) to Post Effective Amendment No. 1. (vii) Form of Automatic Reinsurance Agreement (Agreement 2001-41) with AXA Corporate Solutions Life Reinsurance Company, effective January 29, 2001. Incorporated by reference to Exhibit (7) (vii) to Post Effective Amendment No. 1. (viii) Form of Automatic Reinsurance Agreement (Agreement 2001-47) with AXA Corporate Solutions Life Reinsurance Company, effective July 1, 2001. Incorporated by reference to Exhibit (7)(viii) to Post Effective Amendment No. 1. i Form of Amendment No. 1 to Automatic Reinsurance Agreement (Agreement 2001-47) dated July 1, 2001 with AXA Corporate Solutions Life Reinsurance Company. Incorporated by reference to Exhibit (7)(viii)(i) to Post Effective Amendment No. 1. (ix) Form of Automatic Reinsurance Agreement (Agreement 2001-48) with AXA Corporate Solutions Life Reinsurance Company, effective July 1, 2001. Incorporated by refrence to Exhibit (7)(ix) to Post Effective Amendment No. 1. (8) Other material contracts not made in the ordinary course of business which are to be performed in whole or in part on or after the date the registration statement is filed: (i) Form of Remote Service Agreement dated November 1, 1996 with CSC Continuum Inc. -- Incorporated by reference to Exhibit (b)(8)(i) to post-effective amendment no. 3 to Form N-4, file number 33-77878, filed February 28, 1997. (ii) Amendment to Remote Service Agreement dated April 1, 1998 with CSC Continuum Inc. -- Incorporated by reference to Exhibit (b)(8)(ii) to post effective amendment no. 9 to Form N-4, file number 33-77878, filed April 28, 2000. (iii) Amendment to Remote Service Agreement dated March 1999 with CSC Continuum Inc. - Incorporated by reference to Exhibit (b)(8)(ii) to post-effective amendment no. 9 to Form N-4, file number 33-76162 filed April 27, 2000. (iv) Form of Merger Agreement with The Manufacturers Life Insurance Company (U.S.A.) and The Manufacturers Life Insurance Company of North America - Incorporated by reference to Exhibit (b)(8)(iv) to the registration statement on Form N-4, file number 333-70728, filed October 2, 2001. (9) Opinion of Counsel and consent to its use as to the legality of the securities being registered - Incorporated by reference to Exhibit (9) to the Pre-Effective Amendment. (10) Written consent of Ernst & Young LLP, independent auditors - Incorporated by reference to Exhibit(b)(10) to post-effective amendment no. 8, to Form N-4, file number 333-70728, filed April 29, 2005 (11) All financial statements omitted from Item 23, Financial Statements--Not Applicable (12) Agreements in consideration for providing initial capital between or among Registrant, Depositor, Underwriter or initial contract owners -- Not Applicable. (13) Schedules of computation,-- Incorporated by reference to Exhibit (b)(13) to post-effective amendment no. 2 to Form N-4, file number 33-76162, filed March 1, 1996. (14) Financial Data Schedule - Not Applicable. (15) Powers of Attorney (i) Powers of Attorney (Felix Chee, Robert A. Cook, John DesPrez III, Geoffrey Guy, James O'Malley, Joseph J. Pietroski, Rex Schaybaugh) incorporated by reference to exhibit 7 to initial registration statement on Form S-6, file number 333-41814 filed July 20, 2000 on behalf of The Manufacturers Life Insurance Company (U.S.A.) (ii) Power of Attorney (John Ostler) - Incorporated by reference to Exhibit (b)(15)(ii) to the registration statement on Form N-4 file number 333-70728, filed October 2, 2001. (iii) Powers of Attorney (Jim Boyle, John Lyon) - Incorporated by reference to Exhibit (b)(15)(iii) to the registration statement on Form N-4, file number 333-70728, filed October 2, 2001. (iv) Power of Attorney (Steven Mannik) - Incorporated by reference to Exhibit (15)(iv) to Post Effective Amendment No. 1. (v) Power of Attorney (Alison Alden) - Incorporated by reference to Exhibit (15)(v) to Post Effective Amendment No. 5. (vi) Powers of Attorney (Marc Costantini, Diana Scott, Warren Thomson) - Incorporated by reference to Exhibit (15)(vi) to Post Effective Amendment No. 7 Item 25. Directors and Officers of the Depositor. OFFICERS AND DIRECTORS OF JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
NAME AND PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR - ----------------------------------- ----------------------- John D. DesPrez III* Director, Chairman James O'Malley** Director, President Alison Alden* Executive Vice President, Human Resources & Communications, Director James Boyle* Director, Executive Vice President, Annuities Robert A. Cook* Director, Executive Vice President Life Insurance Warren Thomson** Director, Executive Vice President Investments Diana Scott* Director Rex Schlaybaugh, Jr.** Director John Ostler** Director Steven Mannik** Executive Vice President and General Manager Reinsurance Jonathan Chiel* Executive Vice President and General Counsel Donald Guloien** Senior Executive Vice President and Chief Investments Officer Peter Copestake** Senior Vice President and Treasurer Marc Costantini* Senior Vice President and Chief Financial Officer Patrick Gill** Senior Vice President and Controller
* Principal business office is 601 Congress Street, Boston, MA 02210 ** Principal business office is 200 Bloor Street, Toronto, Canada M4W 1E5 Item 26. Persons Controlled by or Under Common Control with Depositor or Registrant. MANULIFE FINANCIAL CORPORATION CORPORATE ORGANIZATION LIST ACTIVE CORPORATIONS AS OF DECEMBER 31, 2004
LEGAL % OF JURISDICTION OF AFFILIATE ID EQUITY INCORPORATION DIVISION - --------- ----- ------ ---------------- ----------- MANULIFE FINANCIAL CORPORATION 0002 100 CANADA Corporate John Hancock Holdings (Delaware) LLC 0275 100 Delaware Corporate John Hancock Financial Services, Inc. 0003 100 Delaware Corporate The Manufacturers Life Insurance Company 0001 100 Canada Corporate Manulife Bank of Canada 0058 100 Canada Canadian Manulife Financial Services Inc. 0199 100 Canada Canadian Manulife Securities International Ltd. 0079 100 Canada Canadian Manulife Canada Ltd. 0157 100 Canada Canadian First North American Insurance Company 0111 100 Canada Canadian Equinox Financial Group, Inc. 0239 100 Canada Canadian EIS Insurance Services, Inc.(1.) 50 Canada Canadian 2733854 Canada Ltd. (2.) 100 Canada Canadian JLOC Holding Company 30 Cayman Islands Corporate Opportunity Finance Company 30 Cayman Islands Corporate Cantay Holdings Inc. 0051 100 Ontario Corporate Canaccord Capital Inc. 13.07 British Columbia Corporate Regional Power Inc. 0136 83.50 Canada Corporate ADDALAM POWER CORPORATION 50 Philippines Investments Manulife Data Services Inc. 0081 100 Barbados Corporate Manulife Enterprises (Alberta) Limited 0276 100 Alberta Corporate Manulife Enterprises (Bermuda) Limited 0277 100 Bermuda Corporate Manulife Capital Inc. 0278 100 Canada Corporate P.V.S. Preferred Vision Services Inc. 20 Canada Investments 880 Belgrave Way Holdings Ltd. 100 British Columbia Investments Churchill Office Park Limited 45 Canada Investments Landex Properties Ltd. 0238 100 British Columbia Investments Enterprise Capital Management Inc. 20 Ontario Investments 6212344 Canada Limited 0272 100 Canada Investments SEAMARK Asset Management Ltd. 35.01 Canada Investments 1293319 Ontario Inc. 0170 100 Ontario Investments 3426505 Canada Inc. 0161 100 Canada Investments FNA Financial Inc. 0115 100 Canada Investments Elliot & Page Limited 0116 100 Ontario Investments NAL Resources Limited 0117 100 Alberta Investments NAL Resources Management Limited 0120 100 Canada Investments 1050906 Alberta Ltd. 0127 100 Alberta Investments 2015500 Ontario Inc. 0154 100 Ontario Investments NALC Holdings Inc.(3) 0103 50 Ontario Investments 2015401 Ontario Inc. 0140 100 Ontario Investments 2024385 Ontario Inc. 0153 100 Ontario Investments Cavalier Cable, Inc.(4.) 78 Delaware Investments MFC Global Investment Management (U.S.A.) Limited 0156 100 Canada Investments Resolute Energy Inc. 11.42 Alberta Investments Micro Optics Design Corporation 17.69 Nevada Investments
LEGAL % OF JURISDICTION OF AFFILIATE ID EQUITY INCORPORATION DIVISION - --------- ----- ------ ---------------- ----------- PK Liquidating Company II, LLC 18 Delaware Investments Intrepid Energy Corp. 19 Alberta Investments Avotus Corp. 10.13 Canada Investments Manulife Holdings (Alberta) Limited 0201 100 Alberta U.S. Manulife Holdings (Delaware) LLC 0205 100 Delaware U.S. The Manufacturers Investment Corporation 0087 100 Michigan U.S. Manulife Reinsurance Limited 0067 100 Bermuda Reinsurance Manulife Reinsurance (Bermuda) Limited 0203 100 Bermuda Reinsurance John Hancock Life Insurance Company (U.S.A.)(5.) 0019 100 Michigan U.S. The Manufacturers Life Insurance Company of America 0017 100 Michigan U.S. Manulife Service Corporation 0007 100 Colorado U.S. John Hancock Distributors LLC(6.) 0005 100 Delaware U.S. Aegis Analytical Corporation 15.41 Delaware Investments John Hancock Investment Management Services, LLC(7.) 0097 60 Delaware U.S. John Hancock Life Insurance Company of New York(8.) 0094 100 New York U.S. Ironside Venture Partners I LLC 0196 100 Delaware Investments NewRiver Investor Communications Inc. 11.29 Delaware Investments Polymerix Corporation 11.4 Delaware Investments Ennal, Inc. 0124 100 Delaware U.S. Ironside Venture Partners II LLC 0197 100 Delaware Investments Manulife Property Management of Washington, D.C., Inc. 100 Wash., D.C. Investments Avon Long Term Care Leaders LLC 0158 100 Delaware U.S. ESLS Investment Limited, LLC 25 Ohio Corporate Flex Holding, LLC 27.7 Delaware Corporate Flex Leasing I, LLC 99.99 Delaware Corporate Manulife Leasing Co., LLC 80 Delaware Corporate Dover Leasing Investments, LLC 99 Delaware Corporate MCC Asset Management, Inc. 0186 100 Delaware U.S. MFC Global Fund Management (Europe) Limited 100 England Investments MFC Global Investment Management (Europe) Limited 0064 100 England Investments WT (SW) Properties Ltd. 0082 100 England Corporate Manulife Europe Ruckversicherungs-Aktiengesellschaft 0138 100 Germany Reinsurance Manulife Holdings (Bermuda) Limited 0147 100 Bermuda Reinsurance Manulife Management Services Ltd. 0191 100 Barbados Reinsurance Manufacturers P&C Limited 0036 100 Barbados Reinsurance MANUFACTURERS LIFE REINSURANCE LIMITED 0049 100 Barbados Reinsurance FCM Holdings Inc. 0104 100 Philippines Asia Manulife (Singapore) Pte. Ltd. 0014 100 Singapore Asia John Hancock Life Assurance Company, Ltd. 100 Singapore Asia The Manufacturers Life Insurance Co. (Phils.), Inc. 0164 100 Philippines Asia FCM Plans, Inc. 0155 100 Philippines Asia Manulife Financial Plans, Inc. 0187 100 Philippines Asia Manulife (Vietnam) Limited 0188 100 Vietnam Asia Manulife International Holdings Limited 0152 100 Bermuda Asia Manulife Provident Funds Trust Company Limited 0163 100 Hong Kong Asia Manulife Asset Management (Asia) Limited 100 Barbados Asia Manulife Asset Management (Hong Kong) Limited 0078 100 Hong Kong Asia P.T. Manulife Aset Manajemen Indonesia 0141 85 Indonesia Asia P.T. Buanadaya Sarana Informatika(9.) 96 Indonesia Asia
LEGAL % OF JURISDICTION OF AFFILIATE ID EQUITY INCORPORATION DIVISION - --------- ----- ------ --------------- ---------------- Manulife (International) Limited 0028 100 Bermuda Asia Manulife-Sinochem Life Insurance Co. Ltd. 0043 51 China Asia The Manufacturers (Pacific Asia) Insurance Company 0061 100 Hong Kong Asia Limited MANULIFE CONSULTANTS LIMITED 100 Hong Kong Asia MANULIFE FINANCIAL SHAREHOLDINGS LIMITED 100 Hong Kong Asia Manulife Financial Management Limited 100 Hong Kong Asia Manulife Financial Group Limited 100 Hong Kong Asia Manulife Financial Investment Limited 100 Hong Kong Asia P.T. Asuransi Jiwa Manulife Indonesia 0042 71 Indonesia Asia P.T. ASURANSI JIWA ARTA MANDIRI PRIMA 0075 99 Indonesia Asia P.T. MANULIFE INTIJAYA 90 Indonesia Asia P.T. MANULIFE INTISARI 95 Indonesia Asia 6306471 Canada Inc. 0282 100 Canada Corporate CDF (Thailand) Ltd. 0287 90 Thailand Asia OQC (Thailand) Ltd.(10.) 0288 51 Thailand Asia Interlife John Hancock Assurance Public Company Limited(11.) 0286 70 Thailand Asia Manulife Technology & Services Sdn Bhd 0285 100 Malaysia Asia Manulife Alberta Limited 0279 100 Alberta Corporate Manulife European Holdings (Bermuda) Limited 0270 100 Bermuda Corporate Manulife European Investments (Luxembourg) S.a.r.l. 0271 100 Luxembourg Corporate Manulife Hungary Holdings Limited(12.) 0149 99 Hungary Corporate MLI Resources Inc. 0193 100 Alberta Corporate Manulife Life Insurance Company(13.) 0180 35.02 Japan Japan MFC Global Investment Management (Japan) Limited 0208 100 Japan Japan Manulife Century Investments (Bermuda) Limited 0172 100 Bermuda Corporate Manulife Century Investments (Luxembourg) S.A. 0173 100 Luxembourg Corporate Manulife Century Investments (Netherlands) B.V. 0174 100 Netherlands Corporate Manulife Premium Collection Co., Ltd.(14.) 0178 57 Japan Japan Y.K. Manulife Properties Japan 0142 100 Japan Japan Daihyaku Manulife Holdings (Bermuda) Limited 0175 100 Bermuda Corporate Manulife Century Holdings (Netherlands) B.V. 0195 100 Netherlands Corporate Manulife Holdings (Hong Kong) Limited 0015 100 Hong Kong Asia Manulife (Malaysia) SDN.BHD. 0074 100 Malaysia Asia Manulife Financial Systems (Hong Kong) Limited 0053 100 Hong Kong Asia MANULIFE FINANCIAL CORPORATION 2 100 CANADA John Hancock Financial Services, Inc. 3 100 Delaware The Manufacturers Life Insurance Company 1 100 Canada Manulife Bank of Canada 58 100 Canada Manulife Financial Services Inc. 199 100 Canada Manulife Securities International Ltd. 79 100 Canada Enterprise Capital Management Inc. 20 Ontario Cantay Holdings Inc. 51 100 Ontario FNA Financial Inc. 115 100 Canada Elliot & Page Limited 116 100 Ontario NAL Resources Limited 117 100 Alberta 3550435 Canada Inc. 107 100 Canada
LEGAL % OF JURISDICTION OF AFFILIATE ID EQUITY INCORPORATION DIVISION - --------- ----- ------ --------------- ---------------- MFC Insurance Company Limited 106 100 Canada FCM Holdings Inc. 104 100 Philippines Manulife Canada Ltd. 157 100 Canada 1293319 Ontario Inc. 170 100 Ontario 3426505 Canada Inc. 161 100 Canada Canaccord Capital Inc. 13.07 British Columbia Manulife International Capital Corporation Limited 135 100 Ontario Golf Town Canada Inc. 43.43 Canada Regional Power Inc. 136 80 Canada Avotus Corp. 10.36 Canada First North American Insurance Company 111 100 Canada JLOC Holding Company 30 Cayman Islands Opportunity Finance Company 30 Cayman Islands Resolute Energy Inc. 11.5 Alberta SEAMARK Asset Management Ltd. 118 35.01 Canada NAL Resources Management Limited 120 100 Canada 1050906 Alberta Ltd. 127 100 Alberta PK Liquidating Company II, LLC 18 Delaware Intrepid Energy Corp. 19 Alberta Manulife Data Services Inc. 81 100 Barbados Micro Optics Design Corporation 17.69 Nevada Innova LifeSciences Corporation 15.79 Ontario 2015401 Ontario Inc. 140 100 Ontario 2015500 Ontario Inc. 154 100 Ontario MFC Global Investment Management (U.S.A.) Limited 156 100 Canada Cavalier Cable, Inc.(2) 78 Delaware 2024385 Ontario Inc. 153 100 Ontario 6212344 Canada Limited 272 100 Canada NALC Holdings Inc.(3) 103 50 Ontario Manulife Holdings (Alberta) Limited 201 100 Alberta Manulife Holdings (Delaware) LLC 205 100 Delaware The Manufacturers Investment Corporation 87 100 Michigan Manulife Reinsurance Limited 67 100 Bermuda Manulife Reinsurance (Bermuda) Limited 203 100 Bermuda The Manufacturers Life Insurance Company (U.S.A.) 19 100 Michigan Manulife Service Corporation 7 100 Colorado Manulife Financial Securities LLC 5 100 Delaware Manufacturers Securities Services, LLC(4) 97 60 Delaware The Manufacturers Life Insurance Company of 94 100 New York New York The Manufacturers Life Insurance Company of 17 100 Michigan America Aegis Analytical Corporation 15.41 Delaware Manulife Property Management of Washington, 100 Wash., D.C. D.C., Inc. ESLS Investment Limited, LLC 25 Ohio Polymerix Corporation 11.4 Delaware Ennal, Inc. 124 100 Delaware Avon Long Term Care Leaders LLC 158 100 Delaware Ironside Venture Partners I LLC 196 100 Delaware NewRiver Investor Communications Inc. 11.29 Delaware Ironside Venture Partners II LLC 197 100 Delaware Flex Holding, LLC 27.7 Delaware
LEGAL % OF JURISDICTION OF AFFILIATE ID EQUITY INCORPORATION DIVISION - --------- ----- ------ --------------- ----------- Flex Leasing I, LLC 99.99 Delaware Manulife Leasing Co., LLC 150 80 Delaware Dover Leasing Investments, LLC 99 Delaware MFC Global Fund Management (Europe) Limited 64 100 England MFC Global Investment Management (Europe) Limited 100 England WT (SW) Properties Ltd. 82 100 England Manulife Europe Ruckversicherungs-Aktiengesellschaft 138 100 Germany Manulife International Holdings Limited 152 100 Bermuda Manulife Provident Funds Trust Company Limited 163 100 Hong Kong Manulife Asset Management (Asia) Limited 78 100 Barbados Manulife Asset Management (Hong Kong) Limited 100 Hong Kong P.T. Manulife Aset Manajemen Indonesia 141 85 Indonesia P.T. Buanadaya Sarana Informatika(5) 96 Indonesia Manulife (International) Limited 28 100 Bermuda Manulife-Sinochem Life Insurance Co. Ltd. 43 51 China Manulife (Vietnam) Limited 188 100 Vietnam The Manufacturers Life Insurance Co. (Phils.), Inc. 164 100 Philippines FCM Plans, Inc. 155 100 Philippines Manulife Financial Plans, Inc. 187 100 Philippines P.T. Asuransi Jiwa Manulife Indonesia 42 71 Indonesia P.T. ASURANSI JIWA ARTA MANDIRI PRIMA 75 100 Indonesia P.T. ASURANSI JIWA MANULIFE PRIMA(6) 90.4 Indonesia P.T. ASURANSI JIWA MANULIFE INTI(7) 95.9 Indonesia Manulife (Singapore) Pte. Ltd. 14 100 Singapore Manulife Holdings (Bermuda) Limited 147 100 Bermuda Manulife Management Services Ltd. 191 100 Barbados Manufacturers P&C Limited 36 100 Barbados Manulife European Holdings 2003 (Alberta) Limited 202 100 Alberta Manulife European Holdings (Bermuda) Limited 270 100 Bermuda Manulife European Investments (Luxembourg) S.a.r.l. 271 100 Luxembourg Manulife Hungary Holdings Limited(8.) 149 99 Hungary MLI Resources Inc. 193 100 Alberta Manulife Life Insurance Company(9) 180 35 Japan MFC Global Investment Management (Japan) Limited 208 100 Japan Manulife Century Investments (Bermuda) Limited 172 100 Bermuda Manulife Century Investments (Luxembourg) S.A. 173 100 Luxembourg Manulife Century Investments (Netherlands) B.V. 174 100 Netherlands Manulife Premium Collection Co., Ltd.(10.) 178 57 Japan Y.K. Manulife Properties Japan 142 100 Japan Manulife Century Holdings (Netherlands) B.V. 195 100 Netherlands
Item 27. Number of Contract Owners. As of MARCH 31, 2005, there were 102,420 qualified contracts and 85,317 non-qualified contracts of the series offered hereby outstanding. Item 28. Indemnification. Article XII of the Restated Articles of Redomestication of the Company provides as follows: No director of this Corporation shall be personally liable to the Corporation or its shareholders 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 or loyalty to the Corporation or its shareholders or policyholders; ii) acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; iii) a violation of Sections 5036, 5276 or 5280 of the Michigan Insurance Code, being MCLA 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 Articles of Incorporation. 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 on 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 repeal of this Article XII 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 any such amendment or repeal. Notwithstanding the foregoing, Registrant hereby makes the following undertaking pursuant to Rule 484 under the Securities Act of 1933: Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 29. Principal Underwriters. (a) Set forth below is information concerning other investment companies for which John Hancock Distributors, LLC ("JHD LLC"), the principal underwriter of the contracts, acts as investment adviser or principal underwriter.
NAME OF INVESTMENT COMPANY CAPACITY IN WHICH ACTING - -------------------------- ------------------------ John Hancock Life Insurance Company (U.S.A.) Separate Account H Principal Underwriter John Hancock Life Insurance Company (U.S.A.) Separate Account A Principal Underwriter John Hancock Life Insurance Company (U.S.A.) Separate Account N Principal Underwriter John Hancock Life Insurance Company (U.S.A.) Separate Account I Principal Underwriter John Hancock Life Insurance Company (U.S.A.) Separate Account L Principal Underwriter John Hancock Life Insurance Company (U.S.A.) Separate Account M Principal Underwriter John Hancock Life Insurance Company of New York Separate Account A Principal Underwriter John Hancock Life Insurance Company of New York Separate Account B Principal Underwriter
(b) John Hancock Life Insurance Company (U.S.A.) is the sole member of JHD LLC and the following officers of John Hancock Life Insurance Company (U.S.A.) have power to act on behalf of JHD LLC: John DesPrez* (Chairman and President), Marc Costantini* (Vice President and Chief Financial Officer) and Jim Gallagher* (Vice President, Secretary and General Counsel). The board of managers of JHD LLC (consisting of Gary Buchanan**, Robert Cook* and John Vrysen***) may also act on behalf of JHD LLC. * Principal business office is 601 Congress Street, Boston, MA 02210 ** Principal business office is 200 Bloor Street, Toronto, Canada M4W 1E5 *** Principal business office is 680 Washington Blvd, Stamford, CT 06901 (c) None. Item 30. Location of Accounts and Records. All books and records are maintained at 601 Congress Street, Boston, MA 02110. Item 31. Management Services. None. Item 32. Undertakings. (a) Representation of Insurer Pursuant to Section 26 of the Investment Company Act of 1940 The Manufacturers Life Insurance Company (U.S.A.) ("Company") hereby represents that the fees and charges deducted under the contracts issued pursuant to this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Company. (b) Representation of Registrant Pursuant to Section 403(b) of the Internal Revenue Code of 1986, as amended Registrant is relying on a no-action letter issued in connection with funding vehicles for retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code of 1986, as amended, on November 28, 1988, SEC Reference No. IP-6-88, and is complying with the provisions of paragraphs 1-4 of such no action letter. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant and the Depositor certify that they meet all the requirements for effectiveness of this post-effective amendment to the Registration Statement pursuant to Securities Act of 1933 Rule 485(b) and they have caused this post-effective amendment to the Registration Statement to be signed on their behalf in the City of Boston, Massachusetts, on this 13th day of December 2005. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT H (Registrant) By: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (Depositor) By: /s/ James P. O'Malley --------------------------------- James P. O'Malley President JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) By: /s/ James P. O'Malley --------------------------------- James P. O'Malley President SIGNATURES As required by the Securities Act of 1933, this amended Registration Statement has been signed by the following persons in the capacities with the Depositor on the 12th day of December, 2005.
Signature Title - --------- ----- /s/ James P. O'Malley President - ------------------------------------- (Principal Executive Officer) James P. O'Malley /s/ Marc Costantini Senior Vice President and Chief - ------------------------------------- Financial Officer (Principal Financial Marc Costantini Officer) /s/ Patrick Gill Senior Vice President and Controller - ------------------------------------- (Principal Accounting Officer) Patrick Gill * Director - ------------------------------------- Alison Alden * Director - ------------------------------------- James P. O'Malley * Director - ------------------------------------- James R. Boyle * Chairman, Director - ------------------------------------- John D. DesPrez III * Director - ------------------------------------- Diana Scott * Director - ------------------------------------- Rex Schlaybaugh, Jr. * Director - ------------------------------------- Robert A. Cook * Director - ------------------------------------- John R. Ostler * Director - ------------------------------------- Warren Thomson
/s/ Emanuel Alves - ------------------------------------- Emanuel Alves, Secretary Pursuant to Power of Attorney EXHIBIT INDEX
ITEM NO. DESCRIPTION - -------- ----------- NONE
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