John Hancock Life Insurance Company
Law Sector [LOGO OF JOHN HANCOCK(R) FINANCIAL SERVICES]
John Hancock Place
P.O. Box 111
Boston, Massachusetts 02117-0111
(617) 572-8050
James C. Hoodlet
Vice President & Counsel
April 5, 2006
By FAX (202) 551-6751 and US Mail
Alison White, Esq.
Senior Counsel
Division of Investment Management
Office of Insurance Products
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: John Hancock Life Insurance Company of New York Separate Account B
File No. 333-131139
Dear Alison:
The enclosed prospectus contains revisions responsive to SEC staff
comments. In addition, we have made other changes that are directed either to
reflecting final adjustments to the product specifications, or, in some cases, a
cleaning up of prospectus language or formatting identified in the course of our
post-effective update reviews.
As I have mentioned to you previously, the system that we use to produce
our prospectuses (RR Donnelley's "PB Web") does not itself have a compare
functionality, a shortcoming that we're working with the company to address.
Donnelley is able to produce compare documents for us by converting the file
from its native PB Web format, but the resulting formatting changes produce
documents that are somewhat difficult to read. Nevertheless, the comparison does
point out the changes made from the version of the prospectus that we initially
filed, and therefore we are providing you with a copy of such a compare
document. If you have difficulty reading this document, please let me know.
Hopefully you will find it useful.
The following are our responses to your comments in the order in which they
appeared in your letter of March 9, 2006:
1. General
We are planning to request the staff for an effective date of May 1,
2006 for this registration. We will be updating the financial statements
and other information to December 31, 2005.
2. Guide to this Prospectus
The staff's comment requests us to clarify that "the prospectuses for
the underlying portfolios" include the prospectuses of the American Fund
Portfolios and the corresponding master funds of the American Fund
Insurance Series." If it acceptable to the staff, we would prefer to make
the suggested point more generally, in order that we might not have to
amend this provision in the future if we should decide to include other
master-feeder funds among the portfolios. The language that we are
proposing to insert reads as follows:
In the case of any portfolios that are operated as "feeder funds", the
prospectus for the corresponding "master fund" is also provided.
3. Summary of Benefits and Risks - Policy Loans
In response to the staff's comment, we are proposing replacing the
last sentence under "Policy Loans" with the following:
Policy loans permanently affect the calculation of your policy value,
and may also result in adverse tax consequences.
4. Summary of Benefits and Risks - Tax Risks
As requested, we have highlighted with italics the statement "There is
a tax risk associated with policy loans."
5. The Policy Value
In response to the staff's comment, we are proposing to amend the
second sentence of the third paragraph under "Transfers of existing policy
value" to read as follows:
For purposes of this restriction, and in applying the limitation on
the number of free transfers, transfers made during the period from
the opening of a business day (usually 9:00 a.m. Eastern Time) to the
close of that business day (usually 4:00 p.m. Eastern Time) are
considered one transfer.
6. Surrenders and Withdrawals
The staff's comments requested that we include a page number in our
cross-reference to the discussion on "Base Face Amount vs. Supplemental
Face Amount." With the Form N-6 registration statement for the Separate
Account N relating to the Corporate VUL insurance policies to be offered by
John Hancock Life Insurance Company (U.S.A.)(File No. 811-5130), we had
advised the staff of the change in our formats to no longer present page
references in the text to cited sections of the prospectus. Providing such
page references is time consuming and prone to error as we work through the
various prospectus drafts, and offers the investors little benefit given
the existence of the page references in the Table of Contents. For these
reasons, we are hoping that we will not have to include page references in
this or our other prospectuses.
7. Powers of Attorney
The staff's comments requested that we file new powers of attorney
that relate to each specific filing. In our subsequent discussion, I
understood that the staff intends each "filing" to refer to each separate
1933 Act file number. We are providing the power of attorney for this
registration with this Pre-Effective Amendment No. 1.
8. Back Cover Page
The staff's comments requested that we disclose the 1933 Act file
number for this policy on the back cover page of the prospectus. This
disclosure has been added.
9. Financial Statements, Exhibits and Other Information
The financial statements, exhibits and other required disclosure not
included in the initial registration statement filing are being provided in
this Pre-Effective Amendment No. 1.
In addition to our responses to the comments that appeared in your letter
of March 9, 2006, I mentioned above that we have made other changes that are
directed either to reflecting final adjustments to the product specifications,
or, in some cases, a cleaning up of prospectus language or formatting identified
in the course of our post-effective update reviews (including the changes made
in our 485(b)(1)(viii) "template" filing). Other revisions are intended to
provide additional disclosure that we believe will be helpful to investors,
including the following:
1. Guide to this Prospectus
You will also note that the last paragraph has been expanded to direct
investors to the separate prospectuses for the underlying portfolios. With
those prospectuses being separate from the product prospectuses, we have
concluded that this additional disclosure would be beneficial.
2. Detailed Information - Your investment options
In the last paragraph prior to the table of portfolios and portfolio
managers, we have added additional disclosure to help clarify for investors
that the underlying portfolios offered in connection with this product are
not to be compared with retail mutual funds.
Request for Acceleration
We hereby request an order to accelerate the effectiveness of the
above-referenced amendment to May 1, 2006. The Registrant and its Principal
Underwriter have authorized us to
hereby state to the Commission on their behalf that they are aware of their
obligations under the Securities Act of 1933.
The Commission staff has requested that the Registrant acknowledge and
agree, and the Registrant does, hereby acknowledge and agree, that:
. should the Commission or the Staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
. the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of
the disclosure in the filing; and
. the Registrant may not assert this action as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
If you have any questions about the enclosed documents, please call me at
(617) 572-9197. Thank you.
Sincerely,
/s/ James C. Hoodlet
James C. Hoodlet
Enclosure