[John Hancock Letterhead]
March 1, 2006 - Submitted Electronically Via EDGAR
Alison White, Esq.
Counsel
U.S. Securities and Exchange Commission
Office of Insurance Products
450 Fifth Street, N.W.
Mail Stop 0506
Washington, D.C. 20549-0506
Re: Overview of Post-Effective Amendments to John Hancock Variable Annuity
Registrations on Form N-4
Dear Alison:
Here is an overview of the captioned filings that began on February 21, 2006
with respect to John Hancock's variable annuity registrations on Form N-4.
DEPOSITORS
Our filings encompass four sponsoring life insurance companies:
o John Hancock Life Insurance Company (U.S.A.) ("JHUSA"),
o John Hancock Life Insurance Company of New York ("JHNY"),
o John Hancock Life Insurance Company ("JHLICO") and
o John Hancock Variable Life Insurance Company ("JHVLICO").
We informally refer to JHUSA and JHNY as the "Manulife companies" and to JHLICO
and JHVLICO as the "Pre-merger Hancock companies."
Modifications to Manulife companies' prospectuses
We enclose courtesy copies of (8) prospectuses that we filed on February 21st,
22nd, and 27th, 2006 as part of the post-effective amendments under Rule 485(a)
relating to JHUSA and JHNY variable annuity registration statements. These
prospectuses modify currently effective prospectuses in three significant ways:
o Current and Prior Contract Versions. Several of the currently
effective Manulife companies' prospectuses contain, in one document,
information relating to a currently offered variable annuity contract
and optional benefit riders, and information relating to prior
versions of that variable annuity contract and previously available
optional benefit riders. With these amendments, we have reconfigured
the prospectuses to clearly present information about a contract that
is relevant depending upon whether a prospectus is being sent to a
prospective investor or to an existing contract owner. Accordingly, as
shown in Attachment 1, several of the amendments will contain a
"Current Contract" prospectus and a "Prior Contract" prospectus.
o Combined Company Prospectuses. We have reconfigured the prospectuses
to combine the disclosure of the JHUSA version of a variable annuity
product with the disclosure of the JHNY version of that product, as
shown in Attachment 1.
o Revised Formats. The Manulife companies' currently effective
prospectuses contain a synopsis in a "Summary" section that describes
the key features of a variable annuity contract, and a "Special
Alison White, Esq.
Office of Insurance Products
Securities and Exchange Commission
February 26, 2006
Terms" section located in an appendix to a prospectus. With these
amendments, we replace the "Summary" section with an "Overview" section
that presents key features of a contract in a user-friendly
"question-and-answer" format and uses more direct and clear disclosure to
assist investors in understanding a contract. We replace the "Special
Terms" section with a "Glossary" section. We have place the Glossary
towards the front of a prospectus, refined the list of defined terms and
clarified certain definitions. Finally, we make revisions throughout a
prospectus to further simplify disclosure.
We intend to update information in the prospectuses pursuant to subsequent
post-effective amendments that we will file in April pursuant to Rule 485(b).
Modifications to the Pre-merger John Hancock companies' prospectuses
We are filing two (2) post-effective amendments pursuant to Rule 485(a) relating
to JHILICO and JHVLICO variable annuity registration statements. We enclose two
courtesy copies of the prospectuses that form part of the amendments. These
prospectuses combine disclosure for several closely related variable annuity
products that we no longer issue, as follows:
[ ] Combined Independence Product Prospectus. This prospectus combines
disclosure for (i) JHLICO's Independence variable annuity contract
funded in its John Hancock Variable Annuity Account U (File Nos.
811-2143, 33-34813); (ii) JHLICO's Independence Preferred and
Independence 2000 variable annuity contract funded in its John Hancock
Variable Annuity Account V (File Nos. 811-5140, 33-82646), and (iii)
JHVLICO's Independence Preferred and Independence 2000 variable
annuity contracts funded in its John Hancock Variable Annuity Account
I (File Nos. 811-8696, 33-82648).
[ ] Combined Declaration, Patriot and Revolution Prospectus. This
prospectus combines disclosure for certain JHVLICO variable annuity
contracts funded in its John Hancock Variable Annuity Account JF (File
No. 811-7451), namely: (i) JHVLICO's Revolution Access variable
annuity contract (File No. 333-84769); (ii) JHVLICO's Revolution Extra
variable annuity contract (File No. 333-84767); (iii) JHVLICO's
Revolution Value variable annuity contract (File No. 333-81127) and
(iv) JHVLICO's Declaration and Patriot variable annuity contracts
(File No. 333-64947).
We are filing one post-effective amendment under Rule 485(a) for each of the
combined prospectuses, and seeking approval under Rule 485(b)(1)(vii) for
"template" filings for the remainder of the post-effective amendments. We do not
anticipate changing the overall style of disclosure from that used in currently
effective variable annuity prospectuses.
Request for Approval under Rule 485(b)(1)(vii) and Order of Comments
We would request review of our submissions in the following order:
1. Response to 485(b)(1)(vii) requests. We have enclosed copies of the
requests for template approval of the Combined Independence Product
Prospectus and the Combined Declaration, Patriot and Revolution
Prospectus, and would appreciate an early review and response.
2. Registration Nos. 333-70728 (also 333-70730) and 33-79112 (also
33-46217)-. (Venture Variable Annuity Product): We filed a
post-effective amendment to these Registration Statements pursuant to
Rule 485(a) on February 21, 2006. (Registration nos. 333-70728 and
333-70730 pertain to the JHUSA versions of the product and
Registration no. 33-79112 and 33-46217 pertain to the JHNY version of
the product. Please note that 333-70730 and 33-46217 are identical
registrations to
Alison White, Esq.
Office of Insurance Products
Securities and Exchange Commission
February 26, 2006
333-70728 and 33-79112 respectively, therefore, we have not enclosed a
second copy of each of these registrations)
3. Registration Nos. 333-70850 and 333-83558. (Venture III Variable
Annuity Product): We filed post-effective amendments to these
Registration Statements pursuant to Rule 485(a) on February 21, 2006.
(Registration no. 333-70850 pertains to the JHUSA version of the
product and Registration no. 333-83558 pertains to the JHNY version of
the product.)
4. Registration No. 333-71072. (Vantage Variable Annuity Product): We
filed a post-effective amendment to this Registration Statement
pursuant to Rule 485(a) on February 22, 2006. (The registration
relates to a JHUSA product; we do not have a "Vantage" registration
for JHNY.)
5. Registration Nos. 333-71074 and 333-61283. (Vision Variable Annuity
Product): We filed post-effective amendments to these Registration
Statements pursuant to Rule 485(a) on February 27, 2006. (Registration
no. 333-71074 pertains to the JHUSA version of the product and
Registration no. 333-61283 pertains to the JHNY version of the
product.)
I hope this overview proves helpful to you. As you and I previously discussed,
we intend the information contained in this letter and attachments to be
confidential.
Please do not hesitate to contact me on any matters regarding John Hancock's
variable annuity filings at (617) 663-2184 or, in my absence, please contact
Kimberly Ciccarelli, Esq. at (617) 663-2191.
Very truly yours.
/s/ Arnold R. Bergman
-----------------------------
Arnold R. Bergman
Chief Counsel -- Annuities
Alison White, Esq.
Office of Insurance Products
Securities and Exchange Commission
February 26, 2006
ATTACHMENT 1. MODIFICATIONS TO MANULIFE COMPANIES' VARIABLE ANNUITY PROSPECTUSES
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<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------
Currently Effective Prospectus Modified Prospectus
- ---------------------------------------------------------------------------------------------------
JHUSA Venture
(333-70728 and 333-70730) JHUSA/JHNY Venture -- Current Version A
JHUSA/JHNY Venture -- Current Version B
JHNY Venture JHUSA/JHNY Venture -- Previous Version
(33-79112 and 33-46217)
- ---------------------------------------------------------------------------------------------------
JHUSA Venture III
(333-70850) JHUSA/JHNY Venture III -- Current Version
JHUSA/JHNY Venture III -- Previous Version
JHNY Venture III
(333-83558)
- ---------------------------------------------------------------------------------------------------
JHUSA Vantage JHUSA Vantage -- Current Version
(333-71072) JHUSA Vantage -- Previous Version
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JHUSA Vision
(33-79112)
JHUSA/JHNY Vision
JHNY Vision
(33-61283)
- ---------------------------------------------------------------------------------------------------
</Table>