-----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, SV+KCidEZR6okJ2YRbtI1pyLZVE4ishHLOqEo5gZlHd7yJ2Kg4tX+QK1+Bpadp5l Wa4U3nNK3GPXWtGYrzcQLQ== 0001193125-07-231090.txt : 20071031 0001193125-07-231090.hdr.sgml : 20071030 20071031161130 ACCESSION NUMBER: 0001193125-07-231090 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071031 DATE AS OF CHANGE: 20071031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOHN HANCOCK LIFE INSURANCE CO (USA) SEPARATE ACCOUNT N CENTRAL INDEX KEY: 0000813572 IRS NUMBER: 232030787 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05130 FILM NUMBER: 071202990 BUSINESS ADDRESS: STREET 1: 200 BLOOR STREET EAST ST 10 STREET 2: TORONTO M4W 1EF CITY: ONTARIO CANADA STATE: A6 ZIP: 48304 BUSINESS PHONE: 4169266302 MAIL ADDRESS: STREET 1: P O BOX 600 CITY: BUFFALO STATE: NY ZIP: 14201-0600 FORMER COMPANY: FORMER CONFORMED NAME: MANUFACTURERS LIFE INS CO USA SEPARATE ACCOUNT N DATE OF NAME CHANGE: 20020411 FORMER COMPANY: FORMER CONFORMED NAME: SEPARATE ACCOUNT FOUR OF THE MANUFACTURERS LIFE INS CO OF AM DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOHN HANCOCK LIFE INSURANCE CO (USA) SEPARATE ACCOUNT N CENTRAL INDEX KEY: 0000813572 IRS NUMBER: 232030787 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-126668 FILM NUMBER: 071202991 BUSINESS ADDRESS: STREET 1: 200 BLOOR STREET EAST ST 10 STREET 2: TORONTO M4W 1EF CITY: ONTARIO CANADA STATE: A6 ZIP: 48304 BUSINESS PHONE: 4169266302 MAIL ADDRESS: STREET 1: P O BOX 600 CITY: BUFFALO STATE: NY ZIP: 14201-0600 FORMER COMPANY: FORMER CONFORMED NAME: MANUFACTURERS LIFE INS CO USA SEPARATE ACCOUNT N DATE OF NAME CHANGE: 20020411 FORMER COMPANY: FORMER CONFORMED NAME: SEPARATE ACCOUNT FOUR OF THE MANUFACTURERS LIFE INS CO OF AM DATE OF NAME CHANGE: 19920703 0000813572 S000009940 JOHN HANCOCK LIFE INSURANCE CO (USA) SEPARATE ACCOUNT N C000027520 CVUL 05 485APOS 1 d485apos.txt JOHN HANCOCK LIFE INSURANCE COMPANY U.S.A. ACCOUNT N CVUL 05 As filed with the U.S. Securities and Exchange Commission on October 31, 2007 Registration No. 333-126668 ---------------------------------------------- U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM N-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST EFFECTIVE AMENDMENT NO.3 [X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 9 [X] John Hancock Life Insurance Company (U.S.A.) SEPARATE ACCOUNT N (Exact Name of Registrant) John Hancock Life Insurance Company (U.S.A.) (Name of Depositor) 197 Clarendon Street Boston, MA 02117 (Complete address of depositor's principal executive offices) Depositor's Telephone Number: 617-572-6000 ------------------ JAMES C. HOODLET, ESQ. John Hancock Life Insurance Company (U.S.A.) U.S. Insurance - LAW JOHN HANCOCK PLACE BOSTON, MA 02117 (Name and complete address of agent for service) ------------------ Copy to: THOMAS C. LAUERMAN, ESQ. Jorden Burt LLP 1025 Thomas Jefferson Street, N.W. Suite 400 East Washington, D.C. 20007-5208 ------------------ It is proposed that this filing will become effective (check appropriate box) [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 [ ] on May 1, 2007 pursuant to paragraph (b) of Rule 485 [X] 60 days after filing pursuant to paragraph (a) (1) of Rule 485 [ ] on (date) 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 amendment Pursuant to the provisions of Rule 24f-2, Registrant has registered an indefinite amount of the securities under the Securities Act of 1933. The purpose of this amendment to the registration statement is solely to file the prospectus supplement that is included in this amendment. This amendment does not delete, supersede, or modify any prospectus, statement of additional information, exhibit, or other information or material contained in the registration statement as in effect immediately prior to the filing of this amendment. Supplement dated October 31, 2007 to Prospectuses dated May 1, 2007 This Supplement is to accompany the prospectuses for variable life insurance policies issued by John Hancock Life Insurance Company (U.S.A.) and John Hancock Variable Life Insurance Company entitled: Medallion Executive Variable Life Medallion Executive Variable Life II Medallion Executive Variable Life III Majestic Variable Universal Life Majestic Variable Universal Life 98 Variable Master Plan Plus Majestic Variable COLI Variable Estate Protection Majestic Variable Estate Protection Majestic Variable Estate Protection 98 Variable Estate Protection Plus Variable Estate Protection Edge Majestic Performance Survivorship Universal Life Performance Survivorship Universal Life Performance Executive Variable Life Corporate VUL This supplement amends and restates the "Policy value - Transfer of existing policy value" section of your prospectus. Transfers of existing policy value You may also transfer your existing policy value from one account (fixed or investment) to another. To do so, you must tell us how much to transfer, either as a whole number percentage or as a specific dollar amount. A confirmation of each transfer will be sent to you. Without our approval, the maximum amount you may transfer to or from any account in any policy is $1,000,000. The policies are not designed for professional market timing organizations or other persons or entities that use programmed or frequent transfers among investment accounts. As a consequence, we have reserved the right to impose limits on the number and frequency of transfers into and out of investment accounts and to impose a fee of up to $25 for any transfer beyond an annual limit (which will not be less than 12). No transfer fee will be imposed on any transfer from an investment account into a fixed account if the transfer occurs during the following periods: . within 18 months after the policy's Issue Date, or . within 60 days after the later of the effective date of a material change in the investment objectives of any investment account or the date you are notified of the change. Subject to the restrictions that we've specified, you may transfer existing policy value into or out of investment accounts. Transfers out of a fixed account are subject to additional limitations noted below. Our current practice is to restrict transfers into or out of investment accounts to two per calendar month (except with respect to those policies described in the following paragraph). 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. You may, however, transfer to the Money Market B investment account even if the two transfers per month limit has been reached, but only if 100% of the account value in all investment accounts is transferred to the Money Market B investment account. If such a transfer to the Money Market B investment account is made, then, for the 30 calendar day period after such transfer, no transfers from the Money Market B investment account to any other investment accounts (variable or fixed) may be made. If your policy offers a dollar cost averaging or automatic asset allocation rebalancing program, any transfers pursuant to such program are not considered transfers subject to these restrictions on frequent trading. The restrictions described in this paragraph will be applied uniformly to all policy owners subject to the restrictions. Policies such as yours may be purchased by a corporation or other entity as a means to informally finance the liabilities created by an employee benefit plan, and to this end the corporation or entity may aggregately manage the policies purchased to match its liabilities under the plan. Policies sold under these circumstances are subject to special transfer restrictions. In lieu of the two transfers per month restriction, we will allow the policy owner under these circumstances to rebalance the investment options in its policies within the following limits ("10 Day Rule"): (i) during the 10 calendar day period after any policy values are transferred from one investment account into a second investment account, the values can only be transferred out of the second investment account if they are transferred into the Money Market B investment account; and (ii) any policy values that would otherwise not be transferable by application of the 10 day limit described above and that are transferred into the Money Market B investment account may not be transferred out of the Money Market B investment account into any other accounts (fixed or investment) for 30 calendar days. Subject to our approval, we may offer policies purchased by a corporation or other entity that has purchased policies and matched its liabilities under an employee benefit plan, as described above, the ability to electronically rebalance the investment options in its policies. Under these circumstances, in lieu of imposing any specific limit upon the number or timing of transfers, we will monitor aggregate trades among the sub-accounts for frequency, pattern and size for potentially harmful investment practices. If we detect trading activity that we believe may be harmful to the overall operation of any investment account or underlying portfolio, we may impose conditions on policies employing electronic rebalancing to submit trades, including setting limits upon the number and timing of transfers, and revoking privileges to make trades by any means other than written communication submitted via U.S. mail. While we seek to identify and prevent disruptive frequent trading activity, it may not always be possible to do so. Therefore no assurance can be given that the restrictions we impose will be successful in preventing all disruptive frequent trading and avoiding harm to long-term investors. The restrictions described in these paragraphs will be applied uniformly to all policy owners subject to the restrictions. Rule 22c-2 under the 1940 Act requires us to provide tax identification numbers and other policy owner transaction information to John Hancock Trust or to other investment companies in which the Separate Account invests, at their request. An investment company will use this information to identify any pattern or frequency of investment account transfers that may violate their frequent trading policy. An investment company may require us to impose trading restrictions in addition to those described above if violations of their frequent trading policy are discovered. The most you can transfer at any one time out of the enhanced yield fixed account is the greater of (i) the fixed account maximum transfer amount of $2,000, or (ii) the enhanced yield fixed account maximum transfer percentage of 10% multiplied by the amount in the enhanced yield fixed account on the immediately preceding policy anniversary. Transfers out of the standard fixed account option are limited to the greater of (i) $2,000, or (ii) the standard fixed account maximum transfer percentage of 15% multiplied by the amount in the standard fixed account on the immediately preceding policy anniversary. Any transfer which involves a transfer out of a fixed account option may not involve a transfer to the Money Market B investment account. We reserve the right to impose a minimum amount limit on transfers out of a fixed account. We also reserve the right to impose different restrictions on any additional fixed account that we may offer in the future. Dollar cost averaging. We may offer policy owners a dollar cost averaging ("DCA") program. Under the DCA program, the policy owner will designate an amount which will be transferred monthly from the Money Market B investment account into any other investment account(s) or any fixed account. If insufficient funds exist to effect a DCA transfer, the transfer will not be effected and you will be so notified. No fee is charged for this program. We reserve the right to cease to offer this program as of 90 days after written notice is sent to you. Asset allocation balancer transfers. Under the asset allocation balancer program the policy owner will designate an allocation of policy value among investment accounts. At six-month intervals beginning six months after the Policy Date, we will move amounts among the investment accounts as necessary to maintain your chosen allocation. A change to your premium allocation instructions will automatically result in a change in asset allocation balancer instructions so that the two are identical unless you either instruct us otherwise or have elected the dollar cost averaging program. No fee is charged for this program. We reserve the right to cease to offer this program as of 90 days after written notice is sent to you. COLI Supp 10/07 PART C OTHER INFORMATION Item 27. Exhibits The following exhibits are filed as part of this Registration Statement: (a) Resolutions of Board of Directors of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) establishing Separate Account N. Incorporated by reference to exhibit A (1) to the pre-effective amendment no. 1 file number 333-71312 filed with the Commission on January 2, 2002. (b) Not applicable. (c) (1) Distribution Agreement between John Hancock Life Insurance Company (U.S.A.) and ManEquity, Inc. dated January 1, 2001. Incorporated by reference to post-effective amendment number 9 file number 333-85284 filed with the Commission in April, 2007. (2) Form of General Agent Servicing Agreement by and among John Hancock Life Insurance Company (U.S.A.) and John Hancock Distributors. Incorporated by reference to pre-effective number 1 file number 333-126668 filed with the Commission on October 12, 2005. (3) Form of General Agent Selling Agreement by and among John Hancock Life Insurance Company, John Hancock Variable Life Insurance Company, John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York and John Hancock Distributors. Incorporated by reference to post-effective amendment number 9 file number 333-85284 filed with the Commission in April, 2007. (d) (1)Form of Specimen Flexible Premium Variable Life Insurance Policy. Incorporated by reference to pre-effective amendment number 1 filed number 333-126668 filed with the Commission on October 12, 2005. (2) Form of Specimen Enhanced Cash Value Rider. Incorporated by reference to pre-effective amendment number 1 filed number 333-126668 filed with the Commission on October 12, 2005. (e) Form of Specimen Application for a Master COLI Insurance Policy. Incorporated by reference to pre-effective amendment number 1 file number 333-126668 filed with the Commission on October 12, 2005. (f) (1) Restated Articles of Redomestication of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated December 30, 1992. Incorporated by reference to post-effective amendment number 9 file number 333-85284 filed with the Commission in April, 2007. (a) Amendment to the Articles of Redomestication of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated July 16, 2004. Incorporated by reference to pre-effective amendment no. 1 file number 333-126668 filed with the Commission on October 12, 2005. (b) Amendment to the Articles of Redomestication dated January 1, 2005. Incorporated by reference to post-effective amendment number 9 file number 333-85284 filed with the Commission in April, 2007. (2) By-laws of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated December 2, 1992. Incorporated by reference to pre-effective amendment no. 1 file number 333-126668 filed with the Commission on October 12, 2005. (a) Amendment to the By-laws of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated June 7, 2000. Incorporated by reference to pre-effective amendment no. 1 file number 333-126668 filed with the Commission on October 12, 2005. (b) Amendment to the By-laws of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated March 12, 1999. Incorporated by reference to pre-effective amendment no. 1 file number 333-126668 filed with the Commission on October 12, 2005. (c) Amendment to the By-laws of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated July 16, 2004. Incorporated by reference to post-effective amendment number 9 file number 333-85284 filed with the Commission in April, 2007. (g) The Depositor maintains reinsurance arrangements in the normal course of business, none of which are material. (h)(1) Form of Participation Agreement among The Manufacturers Insurance Company (U.S.A.), The Manufacturers Insurance Company of New York, PIMCO Variable Insurance Trust and PIMCO Advisors Distributors LLC dated April 30, 2004. Incorporated by reference to pre-effective amendment no. 1 file number 333-126668 filed with the Commission on October 12, 2005. (2) 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. (3) 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. (4) 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. (i) (1) Service Agreement between John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) and John Hancock Life Insurance Company dated April 28, 2004 . Incorporated by reference to post-effective amendment number 9 file number 333-85284 filed with the Commission in April, 2007. (j) Not applicable. (k) Opinion and consent of counsel for John Hancock Life Insurance Company (U.S.A.). Incorporated by reference to Exhibit 2 (a) to pre-effective amendment no. 1 file number 333-100597 filed with the Commission on December 16, 2002. (l) Not Applicable. (m) Not Applicable. (n) Consents of Independent Registered Public Accounting Firm, included in the Registrants prior post-effective amendment, filed with the Commission on April 30, 2007. (n)(1) Opinion of Counsel as to the eligibility of this post-effective amendment pursuant to Rule 485(b), included in the Registrants prior post-effective amendment, filed with the Commission on April 30, 2007. (o) Not Applicable. (p) Not Applicable. (q) Memorandum Regarding Issuance, Face Amount Increase, Redemption and Transfer Procedures for the Policies. Incorporated by reference to Exhibit A(6) to pre-effective amendment no. 1 file number 333-100597 filed with the Commission on December 16, 2002. Powers of Attorney (i) Powers of Attorney for James R. Boyle, John DesPrezIII, John R. Ostler, Rex Schlaybaugh, Jr., Diana Scott, and Warren Thomson are incorporated by reference to post-effective amendment number 1 file number 333-126668 filed with the Commission on May 1, 2006. (ii) Powers of Attorney for Marc Costantini, Steve Finch, Hugh McHaffie and Katherine MacMillan, included in the Registrants prior post-effective amendment, filed with the Commission on April 30, 2007. Item 28. Directors and Officers of the Depositor OFFICERS AND DIRECTORS OF JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) as of April 1, 2007
Name and Principal Business Address Position with Depositor - ------------------------------------- --------------------------------------------------------- Directors James R. Boyle* ..................... Director Marc Costantini* .................... Director John D. DesPrez III* ................ Director Steve Finch** ....................... Director Hugh McHaffie* ...................... Director Katherine MacMillan***** ............ Director John R. Ostler**** .................. Director Rex Schlaybaugh Jr.******* .......... Director Diana Scott* ........................ Director Warren Thomson** .................... Director Officers John D. DesPrez III* ................ Chairman and President Hugh McHaffie* ...................... Executive Vice President, Wealth Management James Boyle** ....................... Executive Vice President, Life Insurance Steven Mannik**** ................... Executive Vice President & General Manager, Reinsurance Steve Finch** ....................... Senior Vice President & General Manager, Life Insurance
Name and Principal Business Address Position with Depositor - ------------------------------------- --------------------------------------------------------- Katherine MacMillan***** ............ Senior Vice President & General Manager, RPS Senior Vice President & General Manager, Variable Marc Costantini* .................... Annuities Lynne Patterson* .................... Senior Vice President & Chief Financial Officer Diana Scott* ........................ Senior Vice President, Human Resources Emanuel Alves* ...................... Vice President, Counsel and Corporate Secretary Jonathan Chiel* ..................... Executive Vice President & General Counsel Mitchell A. Karman** ................ Vice President, Chief Compliance Officer & Counsel Executive Vice President & Chief Investments Officer, US Warren Thomson** .................... Investments Scott Hartz** ....................... Senior Vice President, US Investments John Brabazon** ..................... Vice President & CFO, US Investments Peter Mitsopoulos****** ............. Vice President, Treasury Kris Ramdial***** ................... Vice President, Treasury Philip Clarkson** ................... Vice President, Taxation Brian Collins**** ................... Vice President, Taxation John H. Durfey**** .................. Assistant Secretary Kwong Yiu**** ....................... Assistant Secretary Grace O'Connell* .................... Assistant Secretary Elizabeth Clark* .................... Assistant Secretary
*Principal Business Office is 601 Congress Street, Boston, MA 02210 **Principal Business Office is 197 Clarendon Street, Boston, MA 02117 ***Principal Business Office is 200 Clarendon Street, Boston, MA 02117 ****Principal Business Office is 200 Bloor Street, Toronto, Canada M4W1E5 *****Principal Business Office is 250 Bloor Street, Toronto, Canada M4W1E5 ******Principal Business Office is 380 Stuart Street, Boston, MA 02117 *******Principal Business Office is 400 Renaissance Center, Detroit, MI 48243 Item 29. Persons Controlled by or Under Common Control with the Depositor or the Registrant Registrant is a separate account of John Hancock (USA), operated as a unit investment trust. Registrant supports benefits payable under John Hancock USA's variable life insurance policies by investing assets allocated to various investment options in shares of John Hancock Trust and other mutual funds registered under the Investment Company Act of 1940 as open-end management investment companies of the "series" type. A list of persons directly or indirectly controlled by or under common contract with John Hancock (USA) as of December 31, 2006 appears below: Subsidiary Name Manulife Reinsurance Limited (Bermuda) Cavalier Cable, Inc. John Hancock Investment Management Services, LLC Manulife Reinsurance (Bermuda) Limited Manulife Service Corporation John Hancock Life Insurance Company of NewYork Ennal, Inc. John Hancock Distributors, LLC Ironside Venture Partners I LLC Ironside Venture Partners II LLC Item 30. Indemnification The Form of Selling Agreement or Service Agreement between John Hancock Distributors, LLC and various broker-dealers may provide that the selling broker-dealer indemnify and hold harmless John Hancock Distributors, LLC and the Company, including their affiliates, officers, directors, employees and agents against losses, claims, liabilities or expenses (including reasonable attorney's fees), arising out of or based upon a breach of the Selling or Service Agreement, or any applicable law or regulation or any applicable rule of any self-regulatory organization or similar provision consistent with industry practice. Item 31. Principal Underwriter (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 Variable Life Separate Account S .... Principal Underwriter John Hancock Variable Life Separate Account U .... Principal Underwriter John Hancock Variable Life Separate Account V .... Principal Underwriter John Hancock Variable Life Separate Account UV ... Principal Underwriter John Hancock Variable Annuity Separate Account I . Principal Underwriter John Hancock Variable Annuity Separate Account JF Principal Underwriter John Hancock Variable Annuity Separate Account U . Principal Underwriter John Hancock Variable Annuity Separate Account V . Principal Underwriter John Hancock Variable Annuity 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 H ............................... 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 J ............................... Principal Underwriter John Hancock Life Insurance Company (U.S.A.) Separate Account K ............................... 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 B ............................... Principal Underwriter John Hancock Life Insurance Company of New York Separate Account A ............................... Principal Underwriter
(b) John Hancock Life Insurance Company (U.S.A.) is the sole member of JHD LLC and the following comprise the Board of Managers and officers of JHD LLC as of April 1, 2007.
Name Title - --------------------------------- ----------------------------------------------------------- Marc Costantini* ................ Chairman Steve Finch**** ................. President and Chief Executive Officer Kevin Hill * .................... Senior Vice President, U.S. Annuities and Managed Accounts Katherine MacMillan***** ........ Senior Vice President, Retirement Plan Services Christopher Walker**** .......... Vice President and Chief Compliance Officer Marc Costantini* ................ Chairman Steve Finch**** ................. President and CEO James C. Hoodlet*** ............. Secretary and General Counsel Kevin Hill* ..................... Senior Vice President, U.S. Annuities and Managed Accounts Katherine MacMillan***** ........ Senior Vice President, Retirement Plan Services Christopher M. Walker**** ....... Vice President and Chief Compliance Officer Brian Collins**** ............... Vice President, U.S. Taxation Philip Clarkson*** .............. Vice President, U.S. Taxation Jeffrey H. Long* ................ Chief Financial Officer and Financial Operations Principal David Crawford**** .............. Assistant Secretary
*Principal Business Office is 601 Congress Street, Boston, MA 02210 **Principal Business Office is 197 Clarendon Street, Boston, MA 02117 ***Principal Business Office is 200 Clarendon Street, Boston, MA 02117 ****Principal Business Office is 200 Bloor Street, Toronto, Canada M4W1E5 *****Principal Business Office is 250 Bloor Street, Toronto, Canada M4W1E5 (c) John Hancock Distributors, LLC The information contained in the section titled "Principal Underwriter and Distributor" in the Statement of Additional Information, contained in this Registration Statement, is hereby incorporated by reference in response to Item 31.(c)(2-5). Item 32. Location of Accounts and Records The following entities prepare, maintain, and preserve the records required by Section 31(a) of the Act for the Registrant through written agreements between the parties to the effect that such services will be provided to the Registrant for such periods prescribed by the Rules and Regulations of the Commission under the Act and such records will be surrendered promptly on request: John Hancock Distributors LLC, John Hancock Place, Boston, Massachusetts 02117, serves as Registrant's distributor and principal underwriter, and, in such capacities, keeps records regarding shareholders account records, cancelled stock certificates. John Hancock Life Insurance Company (U.S.A.) (at the same address), in its capacity as Registrant's depositor keeps all other records required by Section 31 (a) of the Act. Item 33. Management Services All management services contracts are discussed in Part A or Part B. Item 34. Fee Representation Representation of Insurer Pursuant to Section 26 of the Investment Company Act of 1940 The John Hancock Life Insurance Company (U.S.A.) 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this post-effective amendment to the Registration Statement to be signed on their behalf in the City of Boston, Massachusetts, as of the 31st day of October, 2007. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N (Registrant) JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) By: /s/ John D. DesPrez III ------------------ John D. DesPrez III Principal Executive Officer JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (Depositor) By: /s/ John D. DesPrez III ------------------ John D. DesPrez III Principal Executive Officer SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in the capacities indicated as of the 31st day of October, 2007.
/s/ Lynne Patterson Senior Vice President, Chief Financial Officer - ------------------------------ and Principal Accounting Officer Lynne Patterson * Director - ------------------------------ James R. Boyle * Director - ------------------------------ Marc Costantini * Director - ------------------------------ John D. DesPrez III * Director - ------------------------------ Steven A. Finch * Director - ------------------------------ Katherine MacMillan * Director - ------------------------------ Hugh McHaffie * Director - ------------------------------ John R. Ostler * Director - ------------------------------ Rex Schlaybaugh Jr. * Director - ------------------------------ Diana Scott * Director - ------------------------------ Warren Thomson /s/James C. Hoodlet - ------------------------------ James C. Hoodlet
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