485BPOS 1 d593576d485bpos.htm JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT H John Hancock Life Insurance Company (U.S.A.) Separate Account H

As filed with the Securities and Exchange Commission on October 7, 2013

Registration No. 333-146591

811-04113

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 13

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 235

 

 

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)

 

 

(617) 663-3000

(Depositor’s Telephone Number Including Area Code)

 

 

 

Copy to:

38500 Woodward Avenue

Bloomfield Hills, Michigan 48304

 

Thomas J. Loftus, Esquire

John Hancock Life Insurance Company (U.S.A.)

601 Congress Street

Boston, MA 02210-2805

(Address of Depositor’s Principal Executive Offices)   (Name and Address of Agent for Service)

 

 

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              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

 

 

 


JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

SEPARATE ACCOUNT H

JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK

SEPARATE ACCOUNT A

Supplement dated October 7, 2013

to PROSPECTUSES and STATEMENTS OF ADDITIONAL INFORMATION dated April 29, 2013

Changes to Prospectus and Statements of Additional Information

This Supplement applies to VENTURE® OPPORTUNITY A SHARE VARIABLE ANNUITY and VENTURE® OPPORTUNITY B SHARE VARIABLE ANNUITY Contracts issued by John Hancock Life Insurance Company (U.S.A.) or John Hancock Life Insurance Company of New York (the “Contracts”). It supplements the prospectus for the Contract you purchased (the “Annuity Prospectus”) and statement of additional information (“SAI”) dated April 29, 2013.

 

You should read this Supplement together with the Annuity Prospectus and retain all documents for future reference. We define certain terms in this Supplement. If a term is not defined in this Supplement, it has the meaning given to it in the Annuity Prospectus. If you would like another copy of the Annuity Prospectus or SAI, please contact our Annuities Service Center at 1-800-344-1029, or in New York State at 1-800-551-2078 to request a free copy. You may also visit our website at www.jhannuities.com or www.jhannuitiesnewyork.com.

Purpose of this Supplement

This Supplement announces changes to:

 

    the Contracts’ Variable Investment Options to reflect the addition of certain John Hancock Variable Insurance Trust (“JHVIT”) Portfolios: Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series and Lifestyle Moderate PS Series;

 

    frequent transfer restrictions; and

 

    references in the Annuity Prospectus to the federal Defense of Marriage Act (“DOMA”) as applied to same-sex marriages.

Addition of Variable Investment Options

Effective at the close of business on December 6, 2013, Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series and Lifestyle Moderate PS Series will be new Variable Investment Options in your Contract.

We revise the information in the list of Variable Investment Options on the first page of the Annuity Prospectus and under all sections entitled “Available Individual Investment Options” in “Appendix C: Guaranteed Minimum Withdrawal Benefit Riders” to include: Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series and Lifestyle Moderate PS Series.

In the minimum and maximum Total Annual Portfolio Operating Expenses table in “III. Fee Tables,” we revise the “Maximum” entry for Contracts with a Rider to “0.90%.”

For Venture Opportunity A Share, we replace the table in “Example 1: Maximum Portfolio operating expenses – Contract with optional benefit Riders” in “III. Fee Tables” with the following:

 

John Hancock USA & John Hancock New York

Contract with any Income Plus For Life® Series Rider and Annual Step-Up Death Benefit Riders

 
     1 Year      3 Years      5 Years      10 Years  

If you surrender the Contract at the end of the applicable time period:

   $ 859       $ 1,484       $ 2,143       $ 3,942   

If you annuitize, or do not surrender the Contract at the end of the applicable time period:

   $ 859       $ 1,484       $ 2,143       $ 3,942   

 

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For Venture Opportunity B Share, we replace the table in “Example 1: Maximum Portfolio operating expenses – Contract with optional benefit Riders” in “III. Fee Tables” with the following:

 

John Hancock USA & John Hancock New York

Contract with any Income Plus For Life® Series Rider and Annual Step-Up Death Benefit Riders

 
     1 Year      3 Years      5 Years      10 Years  

If you surrender the Contract at the end of the applicable time period:

   $ 938       $ 1,638       $ 2,365       $ 4,188   

If you annuitize, or do not surrender the Contract at the end of the applicable time period:

   $ 380       $ 1,166       $ 1,987       $ 4,188   

We revise the disclosure in the Portfolio expense table in “III. Fee Tables” to include the following information:

 

Portfolio/Series

   Management
Fee1
    Distribution
and Service
(12b-1) Fees
    Other
Expenses
    Acquired
Portfolio
Fees and
Expenses2
    Total Annual
Operating
Expenses
    Contractual
Expense
Reimburse-
ment3
    Net Operating
Expenses
 

Lifestyle Balanced PS Series

              

Series I4

     0.04     0.05     0.06     0.74     0.89     -0.02     0.87

Lifestyle Conservative PS Series

              

Series I4

     0.04     0.05     0.15     0.69     0.93     -0.11     0.82

Lifestyle Growth PS Series

              

Series I4

     0.04     0.05     0.06     0.77     0.92     -0.02     0.90

Lifestyle Moderate PS Series

              

Series I4

     0.04     0.05     0.11     0.72     0.92     -0.07     0.85

 

1  “Management Fee” has been restated to reflect the contractual management fee schedule effective October 1, 2013.
2  “Acquired Portfolio Fees and Expenses” are based on the indirect net expenses associated with the Portfolio’s investment in underlying portfolios and are included in “Total Portfolio Operating Expenses.” The Total Portfolio Operating Expenses shown may not correlate to the Portfolio’s ratio of expenses to average net assets shown in the “Financial Highlights” section of the Portfolio prospectus, which does not include Acquired Portfolio Fees and Expenses.
3  The Adviser has contractually limited other Portfolio level expenses to 0.04%. These expenses consist of operating expenses of the Portfolio, excluding advisory fees, 12b-1 fees, short dividends, Acquired Portfolio Fees and Expenses, taxes, brokerage commissions, interest expense, litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of business. The current expense limitation agreement expires on April 30, 2015 unless renewed by mutual agreement of the Portfolio and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
4  For Portfolios and Series that have not commenced operations or have an inception date of less than six months as of December 31, 2012, expenses are estimated.

We revise disclosure in the “Portfolio Investment Objectives and Strategies” section of “IV. General Information about Us, the Separate Accounts and the Portfolios” to include the following information:

JOHN HANCOCK VARIABLE INSURANCE TRUST

We show the Portfolio’s investment adviser or subadviser (“manager”) in bold above the name of the Portfolio.

John Hancock Asset Management a division of Manulife Asset Management (North America) Limited and

John Hancock Asset Management a division of Manulife Asset Management (US) LLC

 

Lifestyle Balanced PS Series

   Seeks a balance between a high level of current income and growth of capital, with a greater emphasis on growth of capital. The Portfolio operates as a fund of funds and normally invests approximately 50% of its assets in portfolios that invest primarily in equity securities or futures contracts, and approximately 50% in portfolios which invest primarily in fixed-income securities. Underlying portfolios may include exchange-traded funds (“ETFs”) and the Portfolio may invest a significant portion of its assets in ETFs.

 

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JOHN HANCOCK VARIABLE INSURANCE TRUST

We show the Portfolio’s investment adviser or subadviser (“manager”) in bold above the name of the Portfolio.

John Hancock Asset Management a division of Manulife Asset Management (North America) Limited and

John Hancock Asset Management a division of Manulife Asset Management (US) LLC

 

Lifestyle Conservative PS Series

   Seeks a high level of current income with some consideration given to growth of capital. The Portfolio operates as a fund of funds and normally invests approximately 80% of its assets in portfolios which invest primarily in fixed-income securities, and approximately 20% in portfolios which invest primarily in equity securities or futures contracts. Underlying portfolios may include exchange-traded funds (“ETFs”) and the Portfolio may invest a significant portion of its assets in ETFs.

Lifestyle Growth PS Series

   Seeks long-term growth of capital. Current income is also a consideration. The Portfolio operates as a fund of funds and normally invests approximately 70% of its assets in portfolios which invest primarily in equity securities or futures contracts, and approximately 30% of its assets in portfolios which invest primarily in fixed-income securities. Underlying portfolios may include exchange-traded funds (“ETFs”) and the Portfolio may invest a significant portion of its assets in ETFs.

Lifestyle Moderate PS Series

   Seeks a balance between a high level of current income and growth of capital, with a greater emphasis on income. The Portfolio operates as a fund of funds and normally invests approximately 60% of its assets in portfolios which invest primarily in fixed-income securities, and approximately 40% of its assets in portfolios which invest primarily in equity securities or futures contracts. Underlying portfolios may include exchange-traded funds (“ETFs”) and the Portfolio may invest a significant portion of its assets in ETFs.

Transfers You May Make Among Investment Options

We revise the Annuity Prospectus as follows:

The following supplements the “Frequent Transfer Restrictions” section in “V. Description of the Contract – Transfers You May Make Among Investment Options”:

From November 1, 2013 to July 1, 2014, you may transfer amounts out of any Investment Option that invests in the Lifestyle Balanced Trust, Lifestyle Conservative Trust, Lifestyle Growth Trust or Lifestyle Moderate Trust into one or more other Investment Options available under your Contract with no charge, and the transfer will not count against the number of permitted transfers.

IRS Guidance on Same-Sex Spouses

On August 29, 2013, the U.S. Department of the Treasury and the Internal Revenue Service, following the U.S. Supreme Court’s decision in United States v. Windsor, jointly announced the issuance of Revenue Ruling 2013-17 (the “Ruling”), providing guidance on the federal taxation of same-sex couples. Windsor invalidated, on equal protection grounds, the limitation of marriage to opposite-sex couples in the federal Defense of Marriage Act (“DOMA”). The Ruling holds that for all federal tax purposes, including income, gift and estate tax, the IRS will recognize same-sex marriages that are legally valid in the state where the couple married, regardless of whether the state in which the couple resides would recognize the marriage.

At this time the Ruling may not be relied upon retroactively with respect to matters relating to Qualified Plans. The IRS has promised future guidance on how Windsor and the Ruling will apply to Qualified Plans for periods prior to September 16, 2013, the effective date of the Ruling. Presumably, this will include guidance on how to apply the spousal continuation rule of Code section 72(s)(3) to non-qualified annuities and the minimum required distribution rules of Code section 401(a)(9) to Individual Retirement Accounts and Annuities, 403(b) annuities and Qualified Plans. The Ruling indicates that future guidance will take into account the impact of

 

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retroactivity on all taxpayers involved, including Qualified Plans, plan sponsors, employers, employees and affected Beneficiaries, and will provide sufficient time for Qualified Plans to be amended and corrected as necessary to preserve existing favorable tax treatment.

In view of these developments, you should disregard all references in the Annuity Prospectus to the federal Defense of Marriage Act (“DOMA”) as applied to same-sex marriages. DOMA still affects the federal tax status of same-sex civil unions and domestic partnerships. For Federal tax purposes, the term “marriage” does not include registered domestic partnerships, civil unions, or other similar formal relationships recognized under state law that are not denominated as a marriage under that state’s law. You should consult with a qualified financial advisor and/or tax advisor for additional information on your state’s regulations regarding civil unions and same-sex marriages.

We revise the Annuity Prospectus as follows:

A new definition of “spouse” is inserted in the Annuity Prospectus Glossary:

Spouse: Any person recognized as a “spouse” in the state where the couple was legally married. The term does not include a party to a registered domestic partnership, civil union, or other similar formal relationship recognized under state law that is not denominated as a marriage under that state’s law.

The following sections of the Annuity Prospectus are deleted:

In the “Spouse” section under “V. Description of the Contract,” the sections entitled “Federal Definition of Spouse” and “State Variations.”

Under “Appendix C: Guaranteed Minimum Withdrawal Benefit Riders,” the section entitled “Civil Union and Same-Sex Marriage Partners.”

We revise the SAI as follows:

The section entitled “State Variations Regarding Recognition of Same-Sex Couples” is deleted.

You should retain this Supplement for future reference.

Supplement dated October 7, 2013

 

10/13:              333-146591                 333-146590      
     333-146698         333-146699      

 

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PART A

INFORMATION REQUIRED IN A PROSPECTUS

Venture Opportunity A Share Variable Annuity

(Incorporated by reference to this Registration Statement, File No. 333-146591 filed on April 26, 2013)


PART B

INFORMATION REQUIRED IN A

STATEMENT OF ADDITIONAL INFORMATION

(Incorporated by reference to this Registration Statement, File No. 333-146591 filed on April 26, 2013)


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 Insurance Company    The Manufacturers Life 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 Company (U.S.A.) Separate Account A    John Hancock Life Insurance Company (U.S.A.) Separate Account A
January 1, 2005    The Manufacturers Life Insurance Company (U.S.A.)    John Hancock Life Insurance Company (U.S.A.)
January 1, 2005    Manulife Financial Securities LLC    John Hancock Distributors LLC
January 1, 2005    Manufacturers Securities Services LLC    John Hancock Investment Management Services LLC

On September 30, 1997, Manufacturers Securities Services, LLC succeeded to the business of NASL Financial Services, Inc.

The following changes became effective January 1, 2002: (a) 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; (b) Manulife Financial Securities LLC became the successor broker-dealer to Manufacturers Securities Services, LLC.

* * * * *

 

Item 24. Financial Statements and Exhibits

 

  (a) Financial Statements

 

  (1) Financial Statements of the Registrant, John Hancock Life Insurance Company (U.S.A.) Separate Account H, incorporated by reference to Exhibit 24(a)(1) to Post-Effective Amendment No. 12 to this Registration Statement, File No. 333-146591, filed on April 26, 2013.

 

  (2) Financial Statements of the Depositor, John Hancock Life Insurance Company (U.S.A.), incorporated by reference to Exhibit 24(a)(2) to Post-Effective Amendment No. 12 to this Registration Statement, File No. 333-146591, filed on April 26, 2013.

 

  (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) Underwriting Agreement dated August 10, 1995— Incorporated by reference to Exhibit (b)(3)(i) to Form N-4, file number 033-76162, filed February 25, 1998.

 

  (ii) Distribution and Servicing Agreement dated February 17, 2009, incorporated by reference to Exhibit 24(b)(3)(ii) to Post-Effective Amendment No. 31 to Registration Statement, File No. 333-70728, filed on April 30, 2009.

 

  (iii) General Agent and Broker Dealer Selling Agreement, incorporated by reference to Exhibit 24(b)(3)(iii) to Post-Effective Amendment No. 31 to Registration Statement, File No. 333-70728, filed on April 30, 2009.

 

  (4)      (a) Form of Specimen Flexible Purchase Payment Individual Deferred Variable Annuity Contract, Non-Participating—Incorporated by reference to Pre-effective Amendment #2 to this registration statement filed on Form N-4, filed on December 26, 2007.

 

  (b) Form of Specimen Income Plus for Life Rider—Incorporated by reference to Exhibit 4(i)(B) to Post-effective Amendment No. 24 to the registration statement on Form N-4, file number 333-70728, filed April 28, 2008.

 

  (c) Form of Specimen Income Plus for Life—Joint Life Rider—Incorporated by reference to Exhibit 4(i)(C) to Post-effective Amendment No. 24 to the registration statement on Form N-4, file number 333-70728, filed April 28, 2008.

 

  (d) Form of Specimen Annual Step Death Benefit Rider, incorporated by reference to Exhibit 4(i)(G) to Post-effective Amendment No. 24 to the registration statement on Form N-4, file number 333-70728, filed April 28, 2008.

 

  (e) Form of Specimen Income Plus for Life single-life Rider (BR001Q.07), incorporated by reference to Exhibit 24(b)(4)(e) to Post-Effective Amendment No. 2 to this Registration Statement, File No. 333-146591, filed on April 30, 2009.

 

  (f) Form of Specimen Income Plus for Life single-life Rider (BR001NQ.07), incorporated by reference to Exhibit 24(b)(4)(f) to Post-Effective Amendment No. 2 to this Registration Statement, File No. 333-146591, filed on April 30, 2009.

 

  (g) Form of Specimen Income Plus for Life joint-life Rider (BR002Q.07), incorporated by reference to Exhibit 24(b)(4)(g) to Post-Effective Amendment No. 2 to this Registration Statement, File No. 333-146591, filed on April 30, 2009.

 

  (h) Form of Specimen Income Plus for Life joint-life Rider (BR002NQ.07), incorporated by reference to Exhibit 24(b)(4)(h) to Post-Effective Amendment No. 2 to this Registration Statement, File No. 333-146591, filed on April 30, 2009.

 

  (5)      (a) Form of Specimen Application for Flexible Purchase Payment Individual Deferred Variable Annuity Contract, Non-Participating. Incorporated by reference to Pre-effective Amendment No. 2 to this registration statement filed on Form N-4, filed on December 26, 2007.

 

  (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) Certificate of Amendment to Certificate of Incorporation of the Company, Name Change July 1984, incorporated by reference to Exhibit (3)(i)(a) to Form 10Q of The Manufacturers Life Insurance Company of North America, filed November 14, 1997.

 

  (iii) Certificate of Amendment to Certificate of Incorporation of the Company changing its name to John Hancock Life Insurance Company (U.S.A.) effective January 1, 2005, incorporated by reference to Exhibit (b)(6)(iii) to Form N-4, File no. 333-70728, filed May 1, 2007.

 

  (iv) 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).

 

  (v) Amendment to By-Laws reflecting the Company’s name change to John Hancock Life Insurance Company (U.S.A.) effective January 1, 2005, incorporated by reference to Exhibit (b)(6)(v) to Form N-4, File no. 333-70728, filed May 1, 2007.

 

  (vi) Amended and Restated By-Laws of John Hancock Life Insurance Company (U.S.A.) effective June 15, 2010, incorporated by reference to Exhibit 24 (b)(6)(vi) to Post-Effective Amendment No. 35 to Registration Statement, File No. 333-70728, filed November 8, 2010.

 

  (vii) Amended and Restated Articles of Redomestication and Articles of Incorporation of John Hancock Life Insurance Company (U.S.A.) effective July 26, 2010, incorporated by reference to Exhibit 24(b)(6)(vii) to Post-Effective Amendment No. 35 to Registration Statement, File No. 333-70728, filed November 8, 2010

 

  (viii) Amended and Restated By-Laws of John Hancock Life Insurance Company (U.S.A.) dated October 23, 2012, incorporated by reference to Exhibit 24(b)(6)(viii) to Post-Effective Amendment No. 6 to Registration Statement File No. 333-162245, filed January 18, 2013.


  (7) Contract of reinsurance in connection with the variable annuity contracts being offered.

 

  (i) Amended and Restated Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Manulife Reinsurance (Bermuda) Limited, effective October 1, 2008, incorporated by reference to Exhibit 24(b)(7)(f) to Post-Effective Amendment No. 31 to Registration Statement, File No. 333-70728, filed on April 30, 2009. [Portions of this exhibit have been omitted pursuant to an Order Granting Confidential Treatment granted by the SEC on April 20, 2009.]

 

  (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:

 

  (a)     (i) CSC Customer Agreement dated June 30, 2004, incorporated by reference to Exhibit 24(b)(8)(a)(i) to Post-Effective Amendment No. 3 to Registration Statement, File No. 333-143073, filed April 1, 2009. [Portions of this exhibit have been omitted pursuant to an Order Granting Confidential Treatment granted by the SEC on April 6, 2009.]

 

  (ii) Addendum No. 2 to the Remote Service Exhibit Number 1 dated July 1, 2006 with CSC, incorporated by reference to Exhibit 24(b)(8)(a)(ii) to Post-Effective Amendment No. 3 to Registration Statement, File No. 333-143073, filed April 1, 2009. [Portions of this exhibit have been omitted pursuant to an Order Granting Confidential Treatment granted by the SEC on April 6, 2009.]

 

  (b)     (i) 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 24(b)(8)(ii)(A) to Post-Effective Amendment No. 31 to Registration Statement, File No. 333-70728, filed on April 30, 2009.

 

  (c)     (i) Participation Agreement among John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company, John Hancock Variable Life Insurance Company and John Hancock Trust dated April 20, 2005. Incorporated by reference to pre-effective amendment no. 1 file number 333-126668 filed with the Commission on October 12, 2005.

 

  (ii) Shareholder Information Agreement between John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company, John Hancock Variable Life Insurance, and John Hancock Trust portfolios (except American Funds Insurance Series) dated April 16, 2007. Incorporated by reference to post-effective amendment number 9 file number 333-85284 filed with the Commission in April, 2007.

 

  (iii) Shareholder Information Agreement between John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company, John Hancock Variable Life Insurance, and John Hancock Trust on behalf of series of the Trust that are feeder funds of the American Funds Insurance Series dated April 16, 2007. Incorporated by reference to post-effective amendment number 9 file number 333-85284 filed with the Commission in April, 2007.

 

  (9) Opinion of Counsel and consent to its use as to the legality of the securities being registered—Incorporated by reference to Exhibit 24(b)(9) to this registration statement on Form N-4, file no. 333-146591, filed February 7, 2008.

 

  (10) Written consent of Ernst & Young LLP, independent registered public accounting firm. [FILED HEREWITH]

 

  (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)    (a)     Powers of Attorney for Thomas Borshoff, James R. Boyle, Ruth Ann Fleming, James D. Gallagher, Scott S. Hartz, Rex E. Schlaybaugh, Jr., and John G. Vrysen, incorporated by reference to Post-Effective Amendment No. 5 to this Registration Statement, File No. 333-146591, filed on April 6, 2010.

 

  (b) Power of Attorney for Steven Finch, incorporated by reference to Exhibit 24(b)(15)(b) to Post-Effective Amendment 7 to this Registration Statement, File No. 333-146591, filed on August 23, 2010.

 

  (c) Power of Attorney for Paul M. Connolly, incorporated by reference to Exhibit 24(b)(15)(c) to Post-Effective Amendment No.8 to this Registration Statement, filed on May 2, 2011.

 

  (d) Power of Attorney for Marianne Harrison, incorporated by reference to Exhibit 24(b)(15)(d) to Post-Effective Amendment No. 10 to this Registration Statement, File No. 333-146591, filed on April 30, 2012.

 

  (e) Power of Attorney for Craig Bromley, incorporated by reference to Exhibit 24(b)(15)(e) to Post-Effective Amendment No. 12 to this Registration Statement, File No. 333-146591, filed on April 26, 2013.


Item 25. Directors and Officers of the Depositor.

OFFICERS AND DIRECTORS OF JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

EFFECTIVE AS OF AUGUST 8, 2013

 

NAME AND PRINCIPAL BUSINESS ADDRESS

  

POSITION WITH DEPOSITOR

Craig Bromley*    Chairman and President
Thomas Borshoff*    Director
Paul M. Connolly*    Director
Michael Doughty***    Director and Executive Vice President
Steven Finch*    Executive Vice President and Chief Financial Officer
Ruth Ann Fleming*    Director
James D. Gallagher*    Director, Executive Vice President, General Counsel and Chief Administrative Officer
Scott S. Hartz***    Director, Executive Vice President, and Chief Investment Officer – U.S. Investments
Rex Schlaybaugh, Jr.*    Director
John G. Vrysen*    Director
Marc Costantini*    Executive Vice President
Hugh McHaffie*    Executive Vice President
Kevin J. Cloherty*    Senior Vice President
Barry Evans#    Senior Vice President
Peter Gordon*    Senior Vice President
Allan Hackney*    Senior Vice President and Chief Information Officer
Brian Heapps***    Senior Vice President
Gregory Mack*    Senior Vice President
Janis K. McDonough***    Senior Vice President
Steven Moore**    Senior Vice President and Treasurer
James O’Brien†    Senior Vice President
Sebastian Pariath*    Senior Vice President and Head of Operations
Alan R. Seghezzi***    Senior Vice President
Anthony Teta***    Senior Vice President
Brooks Tingle***    Senior Vice President
Emanuel Alves*    Vice President, Counsel, and Corporate Secretary
John C. S. Anderson***    Vice President
Roy V. Anderson*    Vice President
Abigail M. Armstrong***    Vice President
Kevin Askew††    Vice President
James Bacharach*    Vice President
Arnold Bergman*    Vice President
Ann Birle†    Vice President
Stephen J. Blewitt***    Vice President
Alan Block***    Vice President
Robert Boyda*    Vice President
Grant Buchanan**    Vice President
David Campbell**    Vice President and Chief Risk Officer
Bob Carroll*    Vice President
Joseph Catalano†    Vice President
Brian Collins†    Vice President
Art Creel*    Vice President
John J. Danello*    Vice President
Anthony J. Della Piana***    Vice President
Brent Dennis***    Vice President
Robert Donahue††    Vice President
Edward Eng**    Vice President
Paul Gallagher†††    Vice President


OFFICERS AND DIRECTORS OF JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

EFFECTIVE AS OF AUGUST 8, 2013

 

NAME AND PRINCIPAL BUSINESS ADDRESS

  

POSITION WITH DEPOSITOR

Ann Gencarella***    Vice President
Richard Harris**    Vice President and Appointed Actuary
John Hatch*    Vice President
Kevin Hill***    Vice President
Eugene Xavier Hodge, Jr.***    Vice President
James C. Hoodlet***    Vice President
Roy Kapoor**    Vice President
Mitchell Karman***    Vice President, Chief Compliance Officer, and Counsel
Frank Knox*    Vice President, Chief Compliance Officer – Retail Funds/Separate Accounts
Hung Ko**    Vice President, Treasury
David Kroach*    Vice President
Cynthia Lacasse***    Vice President
Robert Leach*    Vice President
Scott Lively*    Vice President
Cheryl Mallett**    Vice President
Nathaniel I. Margolis***    Vice President
John Maynard†    Vice President
Karen McCafferty*    Vice President
Scott A. McFetridge***    Vice President
William McPadden***    Vice President
Maureen Milet***    Vice President and Chief Compliance Officer - Investments
Peter J. Mongeau†    Vice President
Scott Morin*    Vice President
Scott Navin***    Vice President
Betty Ng**    Vice President
Nina Nicolosi*    Vice President
Frank O’Neill*    Vice President
Daragh O’Sullivan***    Vice President
Jacques Ouimet†    Vice President
Gary M. Pelletier***    Vice President
David Plumb†    Vice President
Tracey Polsgrove*    Vice President
Krishna Ramdial**    Vice President, Treasury
S. Mark Ray***    Vice President
Jill Rebman**    Vice President
George Revoir*    Vice President
Mark Rizza*    Vice President
Andrew Ross**    Vice President
Lisa Ann Ryan†    Vice President
Thomas Samoluk*    Vice President
Martin Sheerin*    Vice President
Gordon Shone*    Vice President
Rob Stanley*    Vice President
Yiji S. Starr*    Vice President
Christopher Sutherland†    Vice President
Tony Todisco††    Vice President
Simonetta Vendittelli*    Vice President and Controller
Peter de Vries**    Vice President
Linda A. Watters*    Vice President


OFFICERS AND DIRECTORS OF JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

EFFECTIVE AS OF AUGUST 8, 2013

 

NAME AND PRINCIPAL BUSINESS ADDRESS

  

POSITION WITH DEPOSITOR

Joseph P. Welch†    Vice President
Jeffery Whitehead*    Vice President
Brent Wilkinson†    Vice President
Henry Wong***    Vice President
Leo Zerilli*    Vice President

 

* 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 197 Clarendon Street, Boston, MA 02117
**** Principal business office is 164 Corporate Drive Portsmouth, NH 03801
Principal business office is 200 Berkeley Street, Boston, MA 02116
†† Principal business office is 380 Stuart Street, Boston, MA 02116
††† Principal business office is 200 Clarendon Street, Boston, MA 02116
†††† Principal business office is 25 Water Street South, Kitchener, ON Canada N2G 4Y5
# Principal business office is 101 Huntington Avenue, Boston, MA 02199

 

Item 26. Persons Controlled by or Under Common Control with Depositor or Registrant.

Registrant is a separate account of John Hancock Life Insurance Company (U.S.A.) (the “Company”), operated as a unit investment trust. Registrant supports certain benefits payable under the Company’s variable annuity contracts by investing assets allocated to various investment options in shares of John Hancock Trust (the “Trust”), which is a “series” type of mutual fund registered under the Investment Company Act of 1940 (the “Act”) as an open-end management investment company. The purchasers of variable annuity and variable life insurance contracts, in connection with which the Trust is used, will have the opportunity to instruct the Company with respect to the voting of the shares of the Series Fund held by Registrant as to certain matters. Subject to the voting instructions, the Company directly controls Registrant.

On the effective date of this Amendment to the Registration Statement, the Company and its affiliates are controlled by Manulife Financial Corporation (“MFC”). A list of other persons controlled by MFC as of December 31, 2012 appears below:


LOGO


Item 27. Number of Contract Owners.

As of August 31, 2013, there were 13,139 qualified and 8,605 non-qualified contracts of the series offered hereby outstanding.

 

Item 28. Indemnification.

Article XIV 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 XIV 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

John Hancock Life Insurance Company (U.S.A.) Separate Account Q

   Principal Underwriter

John Hancock Life Insurance Company (U.S.A.) Separate Account W

   Principal Underwriter

John Hancock Life Insurance Company (U.S.A.) Separate Account X

   Principal Underwriter

John Hancock Variable Life Account UV

   Principal Underwriter

John Hancock Life Insurance Company (U.S.A.) Separate Account R

   Principal Underwriter

John Hancock Life Insurance Company (U.S.A.) Separate Account T

   Principal Underwriter

John Hancock Variable Life Account S

   Principal Underwriter

John Hancock Variable Life Account U

   Principal Underwriter

John Hancock Variable Life Account V

   Principal Underwriter

 

  (b) John Hancock Life Insurance Company (U.S.A.) is the sole member of John Hancock Distributors LLC (JHD LLC). The management of JHD LLC is vested in its board of managers (consisting of Arthur Creel*, Michael Doughty***, Steven Finch***, Alan Seghezzi*** and Christopher Walker**) who have authority to 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 197 Clarendon St, Boston, MA 02116

 

  (c) None.

 

Item 30. Location of Accounts and Records.

All books and records are maintained at 601 Congress Street, Boston, MA 02210.

 

Item 31. Management Services.

None.


Item 32. Undertakings.

 

  (a) Representation of Insurer Pursuant to Section 26 of the Investment Company Act of 1940

John Hancock 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.

 

  (c) Undertakings Pursuant to Item 32 of Form N-4

 

  (1) The Depositor and Registrant will file a post-effective amendment to this registration statement as frequently as is necessary to insure that the audited financial statements in the registration statement are never longer than 16 months old for so long as payments under the variable annuity contracts may be accepted;

 

  (2) The Depositor and Registrant will include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information; and

 

  (3) The Depositor and Registrant will deliver any Statement of Additional Information and any financial statements required to be made available under this form promptly upon written or oral request.


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 amended Registration Statement to be signed on their behalf in the City of Boston, Massachusetts, on this 7th day of October, 2013.

 

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

SEPARATE ACCOUNT H

(Registrant)

By:   

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

(Depositor)

By:   /s/ Craig Bromley
  Craig Bromley
  Chairman and President
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
By:   /s/ Craig Bromley
  Craig Bromley
  Chairman and President


SIGNATURES

As required by the Securities Act of 1933, this amended Registration Statement has been signed by the following persons in their capacities with the Depositor on this 7th day of October, 2013.

 

Signature

  

Title

    

/s/ Craig Bromley

Craig Bromley

  

Chairman and President

(Principal Executive Officer)

 

/s/ Steven Finch

Steven Finch

  

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

 

/s/ Simonetta Vendittelli

Simonetta Vendittelli

  

Vice President and Controller

(Principal Accounting Officer)

 

*

Thomas Borshoff

   Director  

*

Paul M. Connolly

   Director  

 

Michael Doughty

   Director  

*

Ruth Ann Fleming

   Director  

*

James D. Gallagher

   Director  

*

Scott S. Hartz

   Director  

*

Rex Schlaybaugh, Jr.

   Director  

*

John G. Vrysen

   Director  

*/s/ Thomas J. Loftus

Thomas J. Loftus

Pursuant to Power of Attorney

   Senior Counsel—Annuities  

 


EXHIBIT INDEX

 

ITEM NO.   DESCRIPTION
24(b) (10)   Consent of independent registered public accounting firm