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 (U.S.A.) Separate Account A
File No. 333-85284 Template Registration
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
were made in our telephone conversation of March 13, 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 as we include 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. Transaction Fee Table
The staff's comments requested that we clarify in the prospectus that
the maximum withdrawal fee is the lesser of 2% of the withdrawal amount or
$25. Please note that for this product, the maximum withdrawal fee is
structured simply as a fixed dollar amount, without any reference to a
percentage of the withdrawal amount.
6. 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.
7. Overloan Protection Benefit Rider
The staff's comments requested that we explain why a transfer of the
policy value to the fixed account from the investment accounts is
appropriate when the overloan protection benefit is invoked, and provide
authority for our position. We have also been requested to clarify when and
how the rider is invoked.
The essential purpose of this rider is to allow the policy owner to
prevent a policy lapse, which could cause a significant taxable event. This
is accomplished by permitting the policy owner to essentially place the
policy in a reduced "paid-up" status. At this stage, no more premiums are
allowed to be taken into the policy, and no further monthly charges are
taken out. Without being able to collect additional charges, the policy
needs to be adjusted to remove the risk to the company of an increase in
the residual death benefit should the policy experience poor investment
performance. This rider is invoked upon the policy owner's written request,
and can be invoked on any date after the policy has been in force for at
least 15 years, if the policy debt exceeds the death benefit.
8. Other Charges We Could Impose in the Future
We understand the staff's comment to be whether the reservation of
rights to impose other charges under this provision could cause charges and
fees to increase beyond the maximum charges indicated on the Fee Tables.
While we do not expect that it will be necessary for us to invoke the
reservation of rights under this section to raise the charges or fees
beyond the maximum charges indicated on the Fee Tables, the intent of this
provision is that we would be able to do so. Please let me know if the
staff would like to see changes to this disclosure.
9. Tax Considerations
As requested, we are amending this section to (i) indicate that the
death benefit may be subject to estate taxes, and (ii) set out the
discussion of the tax treatment of policy loans under a separate heading.
10. Back Cover Page
(a) We have changed the address of the SEC's Public Reference Branch
as requested.
(b) 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.
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