-----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, DJzTI7WidLQ1cfaeJzaPHbg4Oy/RSQtUMPDfJ9IM/ldvVhrNaxwynIz6QqBjUzCk kgqzQNqjtjWN2PueHwar7g== 0000950123-09-022884.txt : 20090717 0000950123-09-022884.hdr.sgml : 20090717 20090716190039 ACCESSION NUMBER: 0000950123-09-022884 CONFORMED SUBMISSION TYPE: F-3/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20090717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOHN HANCOCK LIFE INSURANCE CO OF NEW YORK CENTRAL INDEX KEY: 0000884590 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-159100 FILM NUMBER: 09949001 BUSINESS ADDRESS: STREET 1: 100 SUMMIT LAKE DRIVE STREET 2: SECOND FLOOR CITY: VALHALLA STATE: NY ZIP: 10595 BUSINESS PHONE: 6172666008 MAIL ADDRESS: STREET 1: 100 SUMMIT LAKE DRIVE STREET 2: SECOND FLOOR CITY: VALHALLA STATE: NY ZIP: 10595 FORMER COMPANY: FORMER CONFORMED NAME: MANUFACTURERS LIFE INSURANCE CO OF NEW YORK DATE OF NAME CHANGE: 19971022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANULIFE FINANCIAL CORP CENTRAL INDEX KEY: 0001086888 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-159100-01 FILM NUMBER: 09949002 BUSINESS ADDRESS: STREET 1: 200 BLOOR ST EAST STREET 2: NORTH TOWER 11 CITY: TORONTO ONTARIO CANA STATE: A6 ZIP: 00000 BUSINESS PHONE: 4169263500 MAIL ADDRESS: STREET 1: 200 BLOOR ST EAST STREET 2: NORTH TOWER 11 CITY: TORONTO ONTARIO CANA F-3/A 1 b76342a1fv3za.txt JHLICO (NY)/MANULIFE As filed with the Securities and Exchange Commission on July 16, 2009 File Nos. 333-159100 and 333-159100-01 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- MANULIFE FINANCIAL (EXACT NAME OF EACH REGISTRANT AS JOHN HANCOCK LIFE CORPORATION SPECIFIED IN ITS CHARTER) INSURANCE COMPANY OF NEW YORK CANADA (STATE OR OTHER JURISDICTION OF NEW YORK INCORPORATION OR ORGANIZATION) 98-0361647 (I.R.S. EMPLOYER IDENTIFICATION NO.) 13-3646501 200 BLOOR STREET EAST (ADDRESS AND TELEPHONE NUMBER OF 100 SUMMIT LAKE DRIVE, TORONTO, ONTARIO, EACH REGISTRANT'S PRINCIPAL EXECUTIVE SECOND FLOOR CANADA M4W 1E5 OFFICES) VALHALLA, NEW YORK 10595 (416) 926-3000 (914) 773-0708 RICHARD A. LOCOCO, ESQ. (NAME, ADDRESS AND TELEPHONE NUMBER OF ARNOLD R. BERGMAN, ESQ. MANULIFE FINANCIAL CORPORATION AGENT FOR SERVICE) SCOTT A. LIVELY, ESQ. 200 BLOOR STREET EAST JOHN HANCOCK LIFE INSURANCE TORONTO, ONTARIO, COMPANY OF NEW YORK CANADA M4W 1E5 601 CONGRESS STREET (416) 926-3000 BOSTON, MASSACHUSETTS 02210 (617) 663-3000
---------- COPIES TO: ANDREW J. BECK, ESQ. JOHN W. BLOUCH, ESQ. TORYS LLP DYKEMA GOSSETT PLLC 237 PARK AVENUE FRANKLIN SQUARE BUILDING NEW YORK, NY 10017 1300 I STREET N.W. SUITE 300 WEST (212) 880-6000 WASHINGTON, D.C. 20005 (202) 906-8600 ---------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. ---------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.[X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.[ ] If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.[ ] ================================================================================ THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ---------- The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject To Completion Preliminary Prospectus dated July 16, 2009 JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK [PRODUCT MARKETING NAME] SINGLE PAYMENT MODIFIED GUARANTEE DEFERRED ANNUITY NON-PARTICIPATING MARKET VALUE ADJUSTMENT INTERESTS Guaranteed as described herein by MANULIFE FINANCIAL CORPORATION This prospectus describes [Product Name] ("PRODUCT NAME"), a single payment modified guarantee deferred annuity contract with market value adjustment interests ("Contract"). [Product Name] is issued and offered by JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) ("JOHN HANCOCK USA") in all jurisdictions except New York and by JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK ("JOHN HANCOCK NY") in New York. Unless otherwise specified, "we," "us," "our," or "Company" refers to the applicable issuing company of a Contract. The name of your issuing Company is stated on the first page of your Contract. The prospectus also describes subordinated guarantees by Manulife Financial Corporation ("MFC") of obligations of the issuing Company under a Contract (the "MFC Subordinated Guarantees"). MFC is our parent company. The prospectus describes both an individual deferred annuity contract and certificates issued under a group deferred annuity contract. We use the term "Contract" to describe both an individual contract and a certificate under a group contract that evidences a participating interest in the group contract. The Contract is designed to provide retirement income pursuant to either nonqualified retirement plans or plans qualifying for special income tax treatment under the Internal Revenue Code of 1986, as amended (the "Code"). As used herein, "you" refers to the Owner of a Contract. - You make a single Purchase Payment for the Contract. - The minimum Purchase Payment is [Product A: $10,000; Product B: $25,000]. - The maximum Purchase Payment (without our prior approval) is $1,000,000. - You may not make additional Purchase Payments for a Contract but may purchase additional Contracts at the then prevailing rates and terms. - You designate the guarantee period to which we allocate your Purchase Payment. - You select an Annuity Option available under your Contract or an alternate form of settlement acceptable to us. PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. IT CONTAINS INFORMATION ABOUT THE CONTRACT AND THE MFC SUBORDINATED GUARANTEES THAT A PROSPECTIVE PURCHASER SHOULD KNOW BEFORE INVESTING. BECAUSE OF THE MARKET VALUE ADJUSTMENT PROVISION OF THE CONTRACT, THE CONTRACT OWNER BEARS THE INVESTMENT RISK THAT THE GUARANTEED INTEREST RATES OFFERED BY US AT THE TIME OF WITHDRAWAL OR THE START OF ANNUITY PAYMENTS MAY BE HIGHER THAN THE GUARANTEED INTEREST RATE APPLIED TO THE CONTRACT WITH THE RESULT THAT THE AMOUNT YOU RECEIVE UPON WITHDRAWAL OR ANNUITIZATION MAY BE REDUCED BY THE MARKET VALUE ADJUSTMENT AND MAY BE LESS THAN YOUR ORIGINAL INVESTMENT IN THE CONTRACT. SEE "RISK FACTORS" ON PAGE 6 AND "ADJUSTMENTS AND CHARGES UPON WITHDRAWALS" ON PAGE 13 OF THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE NOT DEPOSITS WITH, OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR ANY AFFILIATE THEREOF, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. THE MFC SUBORDINATED GUARANTEES DO NOT RELIEVE EITHER COMPANY OF ANY OBLIGATIONS UNDER ITS CONTRACTS. THEREFORE, THE MFC SUBORDINATED GUARANTEES ARE IN ADDITION TO ALL OF THE RIGHTS AND BENEFITS THAT THE CONTRACTS OTHERWISE PROVIDE. YOU SHOULD BE AWARE THAT OWNING THESE SECURITIES MAY HAVE TAX CONSEQUENCES BOTH IN THE UNITED STATES AND CANADA. THIS PROSPECTUS AND ANY APPLICABLE PROSPECTUS SUPPLEMENT MAY NOT DESCRIBE THESE TAX CONSEQUENCES FULLY. YOU SHOULD READ THE TAX DISCUSSION CONTAINED IN THIS PROSPECTUS AND IN ANY APPLICABLE PROSPECTUS SUPPLEMENT. YOUR ABILITY TO ENFORCE CIVIL LIABILITIES RELATED TO THE MFC SUBORDINATED GUARANTEES UNDER U.S. FEDERAL SECURITIES LAWS MAY BE AFFECTED ADVERSELY BY THE FACT THAT MANULIFE FINANCIAL CORPORATION IS ORGANIZED UNDER THE LAWS OF CANADA, MOST OF ITS OFFICERS AND DIRECTORS AND SOME OF THE EXPERTS NAMED IN THIS PROSPECTUS ARE RESIDENTS OF CANADA, AND A SUBSTANTIAL PORTION OF ITS ASSETS ARE LOCATED OUTSIDE THE UNITED STATES. YOU SHOULD RELY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY APPLICABLE PROSPECTUS SUPPLEMENT AND ON THE OTHER INFORMATION INCLUDED IN THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS FORMS A PART. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION. WE ARE NOT MAKING AN OFFER OF THE SECURITIES COVERED BY THIS PROSPECTUS IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED BY LAW. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY APPLICABLE PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS OR ANY APPLICABLE PROSPECTUS SUPPLEMENT, AS THE CASE MAY BE. THERE IS NO MARKET THROUGH WHICH THESE SECURITIES MAY BE SOLD AND PURCHASERS MAY NOT BE ABLE TO RESELL SECURITIES PURCHASED UNDER THIS PROSPECTUS. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK ANNUITIES SERVICE CENTER MAILING ADDRESS ANNUITIES SERVICE CENTER MAILING ADDRESS 164 Corporate Drive Post Office Box 9505 164 Corporate Drive Post Office Box 9506 Portsmouth, NH 03801-6815 Portsmouth, NH 03802-9505 Portsmouth, NH 03801-6815 Portsmouth, NH 03802-9506 (617) 663-3000 or www.jhannuities.com (877) 391-3748 or www.jhannuitiesnewyork.com (800) 344-1029 (800) 551-2078
ii Table Of Contents ABOUT THIS PROSPECTUS..................................................... 1 I. GLOSSARY OF SPECIAL TERMS........................................... 2 II. OVERVIEW............................................................ 4 DESCRIPTION OF THE CONTRACT......................................... 4 RISK FACTORS........................................................ 6 III. DESCRIPTION OF THE CONTRACT......................................... 7 ELIGIBLE GROUPS FOR GROUP ANNUITY CONTRACT.......................... 7 ACCUMULATION PROVISIONS............................................. 7 Purchase Payment................................................. 7 Guarantee Periods and Rates...................................... 7 Subsequent Guarantee Periods..................................... 8 Withdrawals...................................................... 8 Special Withdrawal Services - The Systematic Withdrawal Program.. 9 Telephone and Electronic Transactions............................ 9 Death Benefit Before Maturity Date............................... 9 ANNUITY PROVISIONS.................................................. 10 General.......................................................... 10 Annuity Options.................................................. 10 Death Benefit on or After Maturity Date.......................... 11 OTHER CONTRACT PROVISIONS........................................... 11 Fifteen Day Right to Review...................................... 11 Ownership........................................................ 11 Beneficiary...................................................... 11 Annuitant........................................................ 12 Modification..................................................... 12 Code Section 72(s)............................................... 12 Our Approval..................................................... 12 Discontinuance of New Owners..................................... 12 Misstatement and Proof of Age, Sex or Survival................... 12 Non-participating................................................ 12 IV. CHARGES, DEDUCTIONS AND ADJUSTMENTS................................. 13 ADJUSTMENTS AND CHARGES UPON WITHDRAWALS............................ 13 Free Withdrawal Amount........................................... 13 Market Value Adjustment Factor................................... 13 Withdrawal Charge................................................ 14 Waiver of Applicable Withdrawal Charge and MVA - Confinement to Nursing Home.................................................. 14 Impact of Market Value Adjustment and Withdrawal Charge.......... 15 OTHER CHARGES AND DEDUCTIONS........................................ 17 Taxes............................................................ 17 Administration Fee............................................... 17 V. GENERAL INFORMATION ABOUT US........................................ 18 THE COMPANIES....................................................... 18 MVA SEPARATE ACCOUNTS............................................... 18 DISTRIBUTION OF THE CONTRACT........................................ 19 VI. THE SUBORDINATED GUARANTEE.......................................... 20 DESCRIPTION OF MANULIFE FINANCIAL CORPORATION....................... 20 DESCRIPTION OF THE MFC SUBORDINATED GUARANTEE....................... 20 WHERE YOU CAN FIND MORE INFORMATION................................. 21 ENFORCEMENT OF JUDGMENTS............................................ 22 VII. FEDERAL TAX MATTERS................................................. 24 INTRODUCTION........................................................ 24 Our Tax Status................................................... 24 Taxation of Annuities in General................................. 24 QUALIFIED RETIREMENT PLANS.......................................... 26 In General....................................................... 26 QUALIFIED PLAN TYPES................................................ 27 Direct Rollover Rules............................................ 28 Federal Income Tax Withholding................................... 28 VIII. GENERAL MATTERS..................................................... 30 CONFIRMATION STATEMENTS............................................. 30 LEGAL PROCEEDINGS................................................... 30 LEGAL OPINIONS...................................................... 30 EXPERTS............................................................. 30 NOTICES AND REPORTS TO CONTRACT OWNERS.............................. 30 CONTRACT OWNER INQUIRIES............................................ 30 APPENDIX A: EXAMPLE OF MARKET VALUE ADJUSTMENT CALCULATION................ A-1 APPENDIX B: WITHDRAWAL CHARGE SCHEDULE.................................... B-1 APPENDIX C: STATE PREMIUM TAXES........................................... C-1
About This Prospectus This prospectus describes both individual deferred annuity contracts and Certificates issued under group deferred annuity contracts. We use the term "Contract" to describe both an individual contract and a Certificate under a group contract that evidences a participating interest in that group contract. In this prospectus, unless otherwise specified or the context otherwise requires, references to "MFC" refer to Manulife Financial Corporation. Unless otherwise specified, all dollar amounts contained in this prospectus are expressed in U.S. dollars, and references to "dollars" or "$" are to U.S. dollars and all references to "Cdn$" are to Canadian dollars. Unless otherwise specified, MFC financial information included and incorporated by reference in this prospectus is prepared using generally accepted accounting principles in Canada, which we refer to as "Canadian GAAP." Each Company filed this prospectus as part of a joint registration statement with MFC relating to the Contracts that it issues and a subordinated guarantee that MFC issues. This prospectus, together with the documents incorporated by reference herein, describes information about both the Contracts and the subordinated guarantee. Under the registration statements filed with the U.S. Securities and Exchange Commission ("SEC"), John Hancock NY and John Hancock USA may, from time to time, sell the Contracts described in this prospectus. Each Company only has a contractual relationship with the Owners of Contracts it has issued and is not responsible for the obligations of the other Company. Before you invest, you should read this prospectus together with the additional information described under the heading "Where You Can Find More Information." This prospectus does not contain all of the information contained in the registration statements, certain parts of which are omitted in accordance with the rules and regulations of the SEC. You should refer to the registration statements and the exhibits to the registration statements for further information with respect to us and the Contracts. MFC prepares its consolidated financial statements in accordance with Canadian GAAP, which differs from generally accepted accounting principles in the United States, which we refer to as "U.S. GAAP." Although MFC reconciles its consolidated financial statements to U.S. GAAP to the extent required by applicable SEC rules and guidelines, MFC's consolidated financial statements incorporated by reference in this prospectus and in the documents incorporated by reference in this prospectus may not be comparable to financial statements prepared in accordance with U.S. GAAP. You should refer to note 22 to MFC's annual audited consolidated financial statements as at and for the year ended December 31, 2008 on Form 40-F/A filed on May 8, 2009 and to note 23 to MFC's annual audited consolidated financial statements as at and for the year ended December 31, 2007 on Form 40-F/A filed on May 8, 2009 for a discussion of the principal differences between MFC's financial results calculated under Canadian GAAP and under U.S. GAAP. MFC's financial statements include a footnote containing condensed consolidating financial information with separate columns for MFC, John Hancock USA, John Hancock NY, and other subsidiaries of MFC, together with consolidating adjustments. John Hancock USA has been a subsidiary of MFC for financial reporting purposes since September, 1999 and, as a consequence, John Hancock USA has been, and will continue to be, included in the consolidated financial statements of MFC in reports filed by MFC with the SEC since that date. John Hancock NY has been a subsidiary of MFC for financial reporting purposes since 1992 and, as a consequence, John Hancock NY has been, and will continue to be, included in the consolidated financial statements of MFC in reports filed by MFC with the SEC since that date. 1 I. Glossary Of Special Terms ACCOUNT VALUE: The amount we hold under the Contract for you at any given time. On the Contract Date, the Account Value is equal to the Net Purchase Payment. ANNUITANT: Any individual person or persons whose life is used to determine the duration of Annuity Payments involving life contingencies. The Annuitant is as designated on the specifications page of the Contract, unless changed prior to the Maturity Date. ANNUITY OPTION: The method selected by you for Annuity Payments made by us. ANNUITY PAYMENT(S): Payment(s) by us to you or your Payee, which commence on or after the Maturity Date and are in accordance with the Annuity Option elected under the terms of the Contract. ANNUITIES SERVICE CENTER: Any office designated by us for the receipt of Payment and processing of Owner requests. BENEFICIARY: The person, persons or entity to whom certain benefits are payable following the death of an Owner, or if the Owner is a non-natural person, following the death of an Annuitant. CERTIFICATE: For a group contract, the documents we issued to each Owner which summarize the Owner's rights and benefits under the contract. CONTINGENT BENEFICIARY: The person, persons or entity who becomes the Beneficiary if the Beneficiary is not alive when a benefit is due and payable. CONTRACT: For an individual contract, the individual annuity Contract. For a group contract, the Certificate evidencing a participating interest in the group annuity Contract. Any reference in this prospectus to "Contract" shall, in the case of a group contract, refer to the Certificates unless the context otherwise requires the underlying group annuity contract. CONTRACT ANNIVERSARY: For an individual Contract, the anniversary of the Contract beginning twelve consecutive months from the Contract Date and each year thereafter. For a Contract issued under a group contract in the form of a Certificate, the anniversary of the date we issued the Certificate. CONTRACT DATE: In the case of an individual Contract, the date we issue the Contract as designated on the Contract specifications page. In the case of a Contract issued under a group contract in the form of a Certificate, the effective date of participation under the group contract as designated in the Certificate specifications page. CONTRACT YEAR: The period of time measured twelve consecutive months from the Contract Date, or any Contract Anniversary thereafter. CODE: The Internal Revenue Code of 1986, as amended. DUE PROOF OF DEATH: We require Due Proof of Death upon the death of the Owner or Annuitant, as applicable. We must receive one of the following at our Annuities Service Center: (a) a certified copy of a death certificate; (b) a certified copy of a decree of a court of competent jurisdiction as to the finding of death; or (c) any other proof satisfactory to us. FIXED ANNUITY: An Annuity Option with payments which are predetermined and guaranteed as to dollar amount. GENERAL ACCOUNT: All of a Company's assets other than the assets in segregated asset accounts which are maintained as "insulated" separate accounts under applicable law. GROUP HOLDER: In the case of a group annuity contract, the person, persons or entity to whom we issue the group contract. GROSS WITHDRAWAL AMOUNT: The amount deducted from the Account Value for a full or partial withdrawal. For a full withdrawal, such amount is the Account Value. For a partial withdrawal, it is the amount you request plus any applicable withdrawal charge, adjusted by any applicable Market Value Adjustment. 2 INITIAL GUARANTEE PERIOD: The period of time beginning on the Contract Date that the initial guaranteed interest rate is in effect. The Initial Guarantee Period continues for the period shown on the specifications page of the Contract. INITIAL GUARANTEED INTEREST RATE: The compound annual rate, shown on the specifications page of the Contract, credited to the Account Value during the Initial Guarantee Period under the terms of the Contract. MARKET VALUE ADJUSTMENT: An adjustment we make to amounts that are withdrawn or annuitized on any date other than during the period 30 days after the expiration of the guarantee period. It may increase or decrease the amount available for withdrawal or annuitization. MATURITY DATE: The date on which annuity benefits are scheduled to commence. It is the date specified on the Contract specifications page, unless changed. MVA SEPARATE ACCOUNT: A non-registered separate account that we established within the General Account and in which we hold reserves for our guarantees under the Contract. Our other General Account assets are also available to meet the guarantees under the Contract and our other general obligations. The assets of the MVA Separate Account are subject to the liabilities that arise out of the other business that we conduct. NET PURCHASE PAYMENT: The Purchase Payment less the amount of premium tax, if any, deducted from the Payment. NONQUALIFIED CONTRACTS: Contracts which are not issued under Qualified Plans. OWNER OR CONTRACT OWNER: In the case of an individual Contract, the person, persons or entity entitled to the ownership rights under the Contract. In the case of a Contract issued under a group contract in the form of a Certificate, the person, persons or entity named in the Certificate who is entitled to all of the ownership rights under the group contract not expressly reserved to the group contract holder. The Owner is as designated on the Contract, unless changed. PAYEE: Any of the person(s) or entity to whom Annuity Payments are to be made. PAYMENT OR PURCHASE PAYMENT: An amount paid by a Contract Owner to us as consideration for the benefits provided by the Contract. QUALIFIED CONTRACTS: Contracts issued under Qualified Plans. QUALIFIED PLANS: Retirement plans which receive favorable tax treatment under Section 401, 403, 408 or 457 of the Code. SUBSEQUENT GUARANTEE PERIOD: A period of time beginning on the day following expiry of the immediately preceding guarantee period. 3 II. Overview DESCRIPTION OF THE CONTRACT THE CONTRACT. The Contract is a single payment modified guarantee deferred annuity contract with market value adjustment interests. It provides for the accumulation of the Account Value and the payment of annuity benefits on a fixed basis. Under the Contract, you make a Purchase Payment to us, and we credit interest for a period of time known as the guarantee period. At the end of each guarantee period, you can choose: - to start a subsequent guarantee period (up to a maximum Maturity Date), - to start annuity benefit payments, or - to receive your Account Value. (We may assess a withdrawal charge and make a Market Value Adjustment to your Account Value if you make any of these elections outside of a 30-day period at the end of a guarantee period.) EXAMPLE: The following example illustrates how a Contract can work. It assumes that you are 55 when you purchase the Contract, you do not take withdrawals, and we make 5 year guarantee periods available until you are 70: Age 55 - You purchase a Contract | | | - Age 60 - You renew for a subsequent 5 Year Guarantee Period | | | | - Age 65 - You renew for a Subsequent 5 Year Guarantee Period | V Age 70 - You elect to begin annuity benefit payments This prospectus describes both individual deferred annuity contracts and participating interests in group deferred annuity contracts. For information on eligible groups, see "Eligible Groups For Group Annuity Contract." - Participation in a group contract will be separately accounted for by the issuance of a Certificate evidencing the Owner's interest under the Contract. - Ownership of an individual Contract will be evidenced by the issuance of an individual annuity Contract. In this prospectus, we refer to both the Certificate and the individual annuity Contract as the "Contract." RETIREMENT PLANS. We may issue the Contract pursuant to either nonqualified retirement plans or plans qualifying for special income tax treatment under the Code. Qualified plans include individual retirement accounts and annuities (including Roth IRAs), pension and profit-sharing plans for corporations and sole proprietorships/partnerships ("H.R. 10" and "Keogh" plans), tax-sheltered annuities, and state and local government deferred compensation plans (see "VII. Federal Tax Matters - Qualified Retirement Plans"). If you are considering purchasing a Contract for use in connection with a qualified plan, you should consider, in evaluating the suitability of the Contract, that it allows only a single Purchase Payment in a minimum amount stated on the first page of this prospectus. PURCHASE PAYMENTS. You make your Purchase Payment to us at our Annuities Service Center. The minimum and maximum Purchase Payments are stated on the first page of this prospectus. We allocate your Purchase Payment to the guarantee period which you designate. While we will not accept additional Purchase Payments for a Contract, you may purchase additional Contracts at the then prevailing rates and terms. Prior to the Maturity Date and at our option, we may cancel a Contract if the Account Value is less than $5,000. This cancellation privilege may vary in certain states to comply with the requirements of their insurance laws and regulations (see "Purchase 4 Payment"). If we cancel your Contract, we will not apply a Market Value Adjustment factor or withdrawal charges (see "IV. Charges, Deductions and Adjustments"). GUARANTEE PERIODS. When you purchase a Contract, you must elect one, and only one, Initial Guarantee Period. We may offer up to ten different guarantee periods under the Contract: one year through ten years, for you to choose, but we do not make all of these guarantee periods available at all times or through all authorized distributors of the Contracts. Similarly, at the end of a guarantee period, you may elect a Subsequent Guarantee Period from among those we make available at the time. We may offer additional guarantee periods for any yearly period from one to twenty years (see "Guarantee Periods"), but provide no assurance that we will continue to offer a guarantee period within this range. We do not expect to offer guarantee periods of over ten years. GUARANTEE RATES. We determine from time-to-time the interest rates that we will guarantee for Initial and Subsequent Guarantee Periods. The guaranteed interest rate will in no event be less than the minimum rate required by applicable law. WE, IN OUR SOLE DISCRETION, DETERMINE THE GUARANTEED INTEREST RATES, WHICH WILL NEVER BE LESS THAN 1% OR, IF GREATER, THE NON-FORFEITURE INTEREST RATE REQUIRED IN THE STATE WE ISSUE YOUR CONTRACT. We guarantee the interest rate for the duration of the guarantee period and may not change it. SUBSEQUENT GUARANTEE PERIODS. At the end of a guarantee period, you may choose a new guarantee period from any of the then existing guarantee period options, at the then current interest rates (see "Subsequent Guarantee Periods"). WITHDRAWALS. Before the earlier of the Maturity Date or the death of a Contract Owner, you may withdraw all or a portion of your Account Value. - You must withdraw an amount at least equal to $1,000, the minimum specified in the Contract. - If a partial withdrawal (plus any applicable withdrawal charge and after giving effect to any Market Value Adjustment) reduces the Account Value to less than $5,000, the minimum specified in the Contract, we may treat the partial withdrawal as a total withdrawal. FEES. Withdrawal Charges. We may impose a withdrawal charge (which will never be more than 7% of your Account Value) and Market Value Adjustment (see "Adjustments And Charges Upon Withdrawals" and Appendix B). A withdrawal may be subject to income tax and a 10% penalty tax (see "VII. Federal Tax Matters" for possible qualifications and a more detailed discussion). Administration Fee. To compensate us for assuming certain administrative expenses, we reserve the right to charge an annual administration fee, which will never exceed $50.00. If imposed, the fee will be detailed on your Contract's specifications page. STATE PREMIUM TAXES. State premium taxes may also apply to your Contract, which currently range from 0.50% to 3.50% of each Purchase Payment (see Appendix C "State Premium Taxes"). MARKET VALUE ADJUSTMENT. We will adjust any amount withdrawn or annuitized prior to the end of either the Initial Guarantee Period or a Subsequent Guarantee Period by the Market Value Adjustment factor described under "Adjustments And Charges Upon Withdrawals." (Please see "IV. Charges, Deductions and Adjustments" for certain exceptions when we will not apply a Market Value Adjustment.) WITHDRAWAL CHARGE. If you make a withdrawal from the Contract before the Maturity Date, we may assess a withdrawal charge (contingent deferred sales charge) against amounts withdrawn. There is never a withdrawal charge with respect to certain free withdrawal amounts. The amount of the withdrawal charge and when it is assessed are discussed under "Adjustments And Charges Upon Withdrawals." CONFIRMATION STATEMENTS. We will send you confirmation statements for certain transactions in your account. You should carefully review these statements to verify their accuracy and should report any mistake immediately to our Annuities Service Center. If you fail to report any mistake to the Annuities Service Center within 60 days of the mailing of the confirmation statement, you will be deemed to have ratified the transaction. TELEPHONE AND ELECTRONIC TRANSACTIONS. You may request withdrawals by telephone. We may also permit you to access information and perform some electronic transactions through our website (see "Telephone And Electronic Transactions"). DEATH BENEFITS. We will pay the death benefit to the Beneficiary if any Contract Owner dies before the Maturity Date. The death benefit equals the Account Value. If there is a surviving Contract Owner, that Contract Owner will be deemed to be the Beneficiary. No death benefit is payable on the death of any Annuitant, except that if any Contract Owner is not a natural person, we will treat the 5 death of any Annuitant as the death of an Owner. We will determine the death benefit as of the date we receive written notice and proof of death (Due Proof of Death) and all required claim forms at our Annuities Service Center. ANNUITY PAYMENTS. We offer a variety of Fixed Annuities. Periodic Annuity Payments will begin on the Maturity Date. You select the Maturity Date, frequency of payment and Annuity Option (see "Annuity Provisions"). FIFTEEN DAY REVIEW. Within 15 days (or other time period as required by applicable state insurance law) of your receipt of a Contract, you may cancel the Contract by returning it to us or our agent (see "Fifteen Day Right To Review"). Within seven days after we receive the returned Contract, we will pay the Owner an amount equal to the Account Value (adjusted by any Market Value Adjustment), or if the Contract is issued as an individual retirement annuity under Section 408 or Section 408A of the Code or as otherwise required by applicable law, the Payment made for the Contract, if greater. TAX DEFERRAL. The status of the Contract as an annuity generally allows all earnings under the Contract to be tax-deferred until withdrawn or until Annuity Payments begin (see "VII. Federal Tax Matters" for possible qualifications and a more detailed discussion). In most cases, no income tax will have to be paid on your earnings under the Contract until these earnings are paid out. This tax-deferred treatment may be beneficial to you in building assets in a long-term investment program. WHEN YOU PURCHASE A CONTRACT FOR ANY TAX-QUALIFIED RETIREMENT PLAN, INCLUDING AN IRA, THE CONTRACT DOES NOT PROVIDE ANY ADDITIONAL TAX DEFERRED TREATMENT OF EARNINGS BEYOND THE TREATMENT PROVIDED BY THE PLAN. CONSEQUENTLY, YOU SHOULD PURCHASE A CONTRACT FOR AN IRA ONLY ON THE BASIS OF OTHER BENEFITS OFFERED BY THE CONTRACT. THESE BENEFITS MAY INCLUDE LIFETIME INCOME PAYMENTS, PROTECTION THROUGH LIVING AND DEATH BENEFITS, AND GUARANTEED FEES. RISK FACTORS There are various risks associated with an investment in the Contract that we summarize below. ISSUER/GUARANTOR RISK. Your Contract is issued by the Company and thus is backed by the Company's financial strength. If the Company were to experience significant financial adversity, it is possible that the Company's ability to pay interest and principal under the Contract could be impaired. The guarantee periods are subject to a subordinated guarantee by MFC. If MFC were to experience significant financial adversity, it is possible that MFC's ability to carry out its obligations under the guarantee could be impaired. MARKET VALUE ADJUSTMENT RISK. If you choose to withdraw your money or annuitize on any date other than the period 30 days after the expiration of the guarantee period, and interest rates have risen above their level when you selected your guarantee period, you will experience a negative Market Value Adjustment. You do not participate directly in the investment experience of the assets that the Company holds to support the Contract. Nonetheless, the Market Value Adjustment formula (which is discussed below under the caption "Market Value Adjustment" and in Appendix A to this prospectus) reflects the effect that prevailing interest rates have on those assets. If you need to withdraw your money during a period in which prevailing interest rates have risen above their level when you made your purchase, you will experience a "negative" Market Value Adjustment. When we impose this Market Value Adjustment, it could result in the loss of both the interest you have earned and a portion of your Purchase Payment. THE MARKET VALUE ADJUSTMENT, ALONE OR IN COMBINATION WITH THE APPLICABLE WITHDRAWAL CHARGES, COULD RESULT IN YOUR RECEIVING TOTAL WITHDRAWAL PROCEEDS OF LESS THAN YOUR PURCHASE PAYMENT. Thus, before you commit to a particular guarantee period, you should consider carefully whether you have the ability to remain invested throughout the guarantee period. In addition, we cannot, of course, assure you that the Contract will perform better than another investment that you might have made. RISKS RELATED TO THE WITHDRAWAL CHARGE. We may impose withdrawal charges that range as high as 7%. If you anticipate needing to withdraw your money prior to the end of a guarantee period, you should be prepared to pay the withdrawal charge that we will impose. RISKS RELATED TO THE MFC SUBORDINATED GUARANTEES. Your ability to enforce civil liabilities related to the MFC Subordinated Guarantees under U.S. federal securities laws may be affected adversely by the fact that Manulife Financial Corporation is organized under the laws of Canada, most of its officers and directors and some of the experts named in this prospectus are residents of Canada, and a substantial portion of its assets are located outside the United States. 6 III. Description Of The Contract ELIGIBLE GROUPS FOR GROUP ANNUITY CONTRACT We may issue the group deferred annuity contract to fund plans qualifying for special income tax treatment under the Internal Revenue Code of 1986, as amended (the "Code"). Qualified Plans include individual retirement accounts and annuities, pension and profit-sharing plans for corporations and sole proprietorships/partnerships ("H.R. 10" and "Keogh" plans), tax-sheltered annuities, and state and local government deferred compensation plans. If you are considering purchasing a Contract under a group contract for use in connection with a Qualified Plan, you should consider, in evaluating the suitability of the Contract, that it allows for only a single Purchase Payment in an amount of at least the amount stated on the first page of this prospectus (see "Qualified Retirement Plans"). The group deferred annuity contract is also designed for use with nonqualified retirement plans and such other groups (trusteed or non-trusteed) as may be eligible under applicable law. An eligible member of a group to which a Contract has been issued may become an Owner under the Contract by submitting a completed application, if required by us, and a minimum Purchase Payment. We will issue a Certificate summarizing the rights and benefits of the Owner under the Contract to an applicant acceptable to us. We reserve the right to decline to issue a Certificate to any person in our sole discretion, which we will exercise in a non-discriminatory manner. All rights and privileges under the Contract may be exercised by each Owner as to such Owner's interest unless expressly reserved to the Group Holder. However, provisions of any plan in connection with which we issue the Contract may restrict an Owner's ability to exercise such rights and privileges. ACCUMULATION PROVISIONS Purchase Payment You make your Purchase Payment to us at our Annuities Service Center. The minimum Purchase Payment for a Contract is stated on the first page of this prospectus. The maximum Purchase Payment which you may make without our prior approval is also stated on the first page of this prospectus. We allocate the entire Purchase Payment to the guarantee period which you select. We will not accept additional Purchase Payments for a Contract. You may, however, purchase additional Contracts at the then prevailing rates and terms. If your purchase is part of a tax-free exchange pursuant to Code Section 1035 (see "VII. Federal Tax Matters - Exchanges of Annuity Contracts" for a more detailed discussion) or a trustee-to-trustee transfer of Qualified Plan funds, the Purchase Payment may consist of multiple components that we might receive on different dates. If this occurs, your guarantee period shall commence on the date the first Purchase Payment component is received, and any subsequent component received within 60 days shall be applied to the same guarantee period as the first component and interest shall accrue as of the date of receipt of each component. In the event the subsequent Purchase Payment component is not received by us within 60 days of the first component, we will seek your instructions to either return the subsequent Purchase Payment component to you or, if the second Purchase Payment component is at least the amount stated on the first page of this prospectus, to establish a second annuity Contract. Prior to the Maturity Date, we may, at our option, cancel a Contract if the Account Value is less than $5,000. If we cancel the Contract, we will pay the amount that would be paid as a result of a total withdrawal, and we will not apply a Market Value Adjustment or assess withdrawal charges. This cancellation privilege may vary in certain states in order to comply with the requirements of insurance laws and regulations in such states. The amount paid may be treated as a withdrawal for federal tax purposes and thus may be subject to income tax and to a 10% penalty tax. (See "VII. Federal Tax Matters" for possible qualifications and a more detailed discussion.) Guarantee Periods and Rates The Contract provides for the accumulation of interest on the Purchase Payment at a guaranteed annual rate for the duration of the Initial Guarantee Period. We may offer as many as ten guarantee periods, ranging from one year through ten years, in connection with the Contracts, but we may limit the number of guarantee periods we make available at any time, or through any authorized distributor of the Contracts. We may offer additional guarantee periods from time to time for additional durations of up to twenty years. Any additional guarantee periods may not be available through all authorized distributors of the Contracts. In no event will you be permitted to elect a Subsequent Guarantee Period longer than the shortest guarantee period ending on or after the maximum Maturity Date. We determine from time-to-time the interest rates that we will guarantee for Initial and Subsequent Guarantee Periods. The guaranteed interest rate will in no event be less than the minimum rate required by applicable law. We, in our sole discretion, determine the guaranteed interest rates, which will never be less than 1% or, if greater, the non-forfeiture interest rate required in the state we issue your Contract. We guarantee the interest rate for the duration of the guarantee period and may not change it. From time to time, we may offer customers of certain authorized distributors special Initial Guaranteed Interest Rates which are higher than the 7 Initial Guaranteed Interest Rate on Contracts offered through other authorized distributors. In consideration of these higher interest rates, we may reduce the rate of compensation payable to the authorized distributor of Contracts with special Initial Guaranteed Interest Rates. In addition, we may modify the Market Value Adjustment in these situations to reduce the extent of the adjustment that would normally apply. Subsequent Guarantee Periods At the end of a guarantee period, you may choose a Subsequent Guarantee Period from any of the guarantee periods that we are then offering at the then current interest rate, all without the imposition of any charge. If you elect a Subsequent Guarantee Period that extends beyond the Maturity Date, your Maturity Date will be extended to the last day of that Subsequent Guarantee Period. In no event will you be permitted to elect a Subsequent Guarantee Period longer than the shortest guarantee period ending on or after the maximum Maturity Date. You will have a period of 30 days commencing with the expiration of a guarantee period to elect in writing a Subsequent Guarantee Period from among those that are available. At least 15 days, but not more than 45 days prior to that period, we will provide you with written notice of the expiry of the guarantee period. IF YOU DO NOT ELECT A SUBSEQUENT GUARANTEE PERIOD WITHIN THE REQUIRED PERIOD, A SUBSEQUENT GUARANTEE PERIOD OF ONE YEAR WILL COMMENCE. IF A ONE YEAR GUARANTEE PERIOD IS NOT THEN AVAILABLE, WE WILL SELECT THE NEXT SHORTEST GUARANTEE PERIOD AVAILABLE. The effective date of the Subsequent Guarantee Period will be the first day following the expiry of the immediately preceding guarantee period. Your Account Value will not be subject to any Market Value Adjustment at the time it is applied to a Subsequent Guarantee Period pursuant to this provision. Withdrawals Prior to the earlier of the Maturity Date or the death of a Contract Owner, you may withdraw all or a portion of your Account Value by written request, complete with all necessary information, to our Annuities Service Center. For certain qualified Contracts, the Code and regulations promulgated by the Internal Revenue Service ("IRS") may require the consent of a Qualified Plan participant's spouse to an exercise of the withdrawal right. (See "Adjustments And Charges Upon Withdrawals.") Under our current administrative practices for partial withdrawals, we will permit you to specify whether the amount you request is to be treated as a "gross" withdrawal amount or a "net" withdrawal amount. If you request a "gross" amount, we will reduce the Account Value of your Contract by the amount requested, apply any applicable withdrawal charges and adjustments to the amount withdrawn from your Account Value and pay you the difference. Because we impose charges upon a withdrawal, the amount you receive is likely to be less than the "gross" amount you requested. Application of a Market Value Adjustment will further decrease the amount you receive, if the adjustment is negative, and will increase the amount you receive or your remaining Account Value, if the adjustment is positive. (See "Adjustments And Charges Upon Withdrawals.") If you request a "net" amount, and you have sufficient Account Value, we will reduce your Account Value by the gross amount necessary to cover any applicable withdrawal charges and adjustments and leave a balance for payment to you of the "net" amount requested. (We may, however, be required to reduce the amount payable because of tax withholding requirements. Please read "VII. Federal Tax Matters" for more information.) The amount you receive as a result of a "net" request may be less than the amount of reduction of your Account Value. If you do not specify if you want a "gross" amount or a "net" amount, we will process your partial withdrawal request as a request for a "gross" amount. We also may change our current administrative practices and discontinue processing "net" requests at any time. There is no limit on the frequency of partial withdrawals. However, the amount withdrawn from your Account Value must be at least equal to $1,000, the minimum amount specified in the Contract, or, if less, the entire Account Value. If a partial withdrawal plus any applicable withdrawal charge, after giving effect to any applicable Market Value Adjustment (see "IV. Charges, Deductions and Adjustments" for instances when a Market Value Adjustment would not apply), would reduce the Account Value to less than $5,000, the minimum specified in the Contract, we may treat the partial withdrawal as a total withdrawal of the Account Value. We treat all requests for a total withdrawal of the Account Value as a request to surrender your Contract for a "gross" amount. As a result: - you may receive less than the amount requested because of the imposition of contract charges, including any applicable administrative fee, and a Market Value Adjustment; and - we will cancel your Contract as of the date we receive the request at our Annuities Service Center. We may defer the payment of a full or partial withdrawal for not more than six months (or the period permitted by applicable state law if shorter) from the date we receive the withdrawal request. If we defer payments for more than 30 days, we will credit the amount deferred with interest at a rate not less the minimum required by applicable law. 8 WITHDRAWALS ARE SUBJECT TO CONTRACT CHARGES AND MARKET VALUE ADJUSTMENTS (SEE "ADJUSTMENTS AND CHARGES UPON WITHDRAWALS"). WITHDRAWALS FROM THE CONTRACT ALSO MAY BE SUBJECT TO INCOME TAX AND A 10% PENALTY TAX. WITHDRAWALS ARE PERMITTED FROM CONTRACTS ISSUED IN CONNECTION WITH SECTION 403(B) QUALIFIED PLANS ONLY UNDER LIMITED CIRCUMSTANCES (SEE "VII. FEDERAL TAX MATTERS"). Special Withdrawal Services - The Systematic Withdrawal Program We administer a Systematic Withdrawal Program ("SWP") which permits you to pre-authorize a periodic withdrawal of a specified amount of Account Value. We apply a Market Value Adjustment factor and assess withdrawal charges if a SWP withdrawal exceeds the free withdrawal amount (see "Free Withdrawal Amount" in "IV. Charges, Deductions and Adjustments"). SWP withdrawals, like other withdrawals, may be subject to income tax and a 10% IRS penalty tax. If you are interested in a SWP, you may obtain a separate authorization form and full information concerning the program and its restrictions from your registered representative or our Annuities Service Center. There is no charge for participation in the SWP program. We may modify or suspend the SWP program at any time. If we do, existing systematic withdrawal payments will not be affected. Telephone and Electronic Transactions You may request withdrawals by telephone if you elect that option on an appropriate authorization form provided by us. We will not be liable for following telephone instructions that we reasonably believe to be genuine. We will employ reasonable procedures to confirm that instructions communicated by telephone are genuine; such procedures include asking you, upon telephoning a request, to provide certain identifying information. We may be liable for any losses due to unauthorized or fraudulent instructions only where we fail to employ our procedures properly. For your and our protection, we will tape record all such conversations. All telephone transactions will be followed by a confirmation statement of the transaction. We reserve the right to impose maximum withdrawal amounts and other procedural requirements related to data security and identity verification in connection with the telephone withdrawal privilege. From time to time, we may also permit you to access information and perform some electronic transactions (other than withdrawals) through our website. If we do, we will require you to create an account with a username and password, and to maintain a valid e-mail address. You will be responsible for keeping your password confidential and notifying us of any loss or theft of your password or any unauthorized use of your password. Death Benefit Before Maturity Date If any Owner dies prior to the Maturity Date (or date Annuity Payments begin, if earlier) the death benefit will be equal to the Account Value, as of the date on which written notice and proof of death (Due Proof of Death) and all required claim forms are received in good order at our Annuities Service Center. On the death of the last surviving Annuitant, the Owner becomes the new Annuitant, if the Owner is an individual. If any Owner is a non-natural person, the death of an Annuitant is treated as the death of an Owner. If the co-Owner predeceases the Owner, the Owner will be treated as the Beneficiary. The Beneficiary may continue the Contract as the Owner, subject to the requirements of Section 72(s) of the Code. If the Contract cannot continue under Section 72(s), or if the Beneficiary elects not to continue the Contract, the death benefit will be distributed: (i) as an Annuity Option as described in the Contract; or (ii) over the life of the Beneficiary, or over a period not to extend beyond the life expectancy of the Beneficiary, with such distributions beginning within one year from the date of the Owner's death; or (iii) within five (5) years of the Owner's death; or (iv) in one lump sum. Withdrawal Charges will be waived on any withdrawals under (ii), (iii) or (iv). If the Beneficiary dies before distributions under (ii) or (iii) are complete, the remaining death benefit must be distributed in a lump sum immediately. If there is more than one Beneficiary, the foregoing provisions will independently apply to each Beneficiary. The Contract will terminate if the death benefit is taken in one sum. 9 If the Beneficiary decides to continue the Contract as the Owner, subject to Section 72(s), the new Owner must carry out the current guarantee period and thereafter, applicable Market Value Adjustments will apply to amounts withdrawn as described under the Contract. Such amounts may be adjusted upward or downward by the application of a Market Value Adjustment factor. Subject to the rights of an irrevocable Beneficiary, the new Owner in such instance may name a new Beneficiary and, if no Beneficiary is so named, the decedent Beneficiary's estate will be the Beneficiary. If the Contract is held as part of a Qualified Plan, the terms of your Qualified Plan endorsement form will control. We will permit the Owner to limit the death benefit option(s) to be offered to any named Beneficiary, if the Owner provides notice in writing to the Company prior to death and the desired option(s) is one provided for in the Contract. ANNUITY PROVISIONS General You may apply the proceeds of the Contract payable on death or annuitization to the Annuity Options described below, subject to the distribution of death benefit provisions (see "Accumulation Provisions - Death Benefit Before Maturity Date"). Generally, annuity benefits under the Contract will begin on the Maturity Date (the "Annuitization"). The Maturity Date is the date specified on the Contract specifications page, unless changed. If no date is specified, the Maturity Date is the maximum Maturity Date. The maximum Maturity Date is the first day of the month following the 95th birthday of the Annuitant. You may specify a different Maturity Date at any time by written request at least one month before both the previously specified and the new Maturity Date. Without our consent, the new Maturity Date may not be later than the maximum Maturity Date. The occurrence or scheduled occurrence of Maturity Dates when the Annuitant is at an advanced age, e.g., past age 85, may in some circumstances have adverse income tax consequences (see "VII. Federal Tax Matters" for possible qualifications and a more detailed discussion). Distributions from qualified Contracts may be required before the Maturity Date. You may select the frequency of Annuity Payments. However, if the Account Value at the Maturity Date is such that a monthly payment would be less than our minimum then in effect, we may make a single payment in one lump sum adjusted by any Market Value Adjustment, if applicable, to the Annuitant or Payee on the Maturity Date. Annuity Options Annuity benefits are available under the Contract on a fixed basis. When you purchase a Contract, and on or before the Maturity Date, you may select one of the Annuity Options described below or choose an alternate form of settlement acceptable to us. If you do not select an Annuity Option, we will provide as a default option that Annuity Payments be made for a period certain of ten years and continue thereafter during the lifetime of the Annuitant. IRS regulations may preclude the availability of certain Annuity Options in connection with certain qualified Contracts. After the Maturity Date, the Annuitant or Annuity Option selected may not be changed. We guarantee the following Annuity Options in the Contract. - Option (a): Non-Refund Life Annuity. We will make Annuity Payments during the lifetime of the Annuitant. No payments are due after the death of the Annuitant. Since we do not guarantee that any minimum number of payments will be made, an Annuitant may receive only one payment if the Annuitant dies prior to the date the second payment is due. - Option (b): Life Annuity with Payments Guaranteed for 5, 10 or 20 Years. We will make Annuity Payments for the guaranteed period elected and continuing thereafter during the lifetime of the Annuitant. Since we guarantee payments for the period elected, we will make Annuity Payments to the end of such period even if the Annuitant dies prior to the end of the period. - Option (c): A Single Sum. In addition to the foregoing Annuity Options which we are contractually obligated to offer at all times, we may offer other Annuity Options in the future. Only an Account Value of $5,000 or more may be applied to one of the Annuity Options offered. If the amount of the first Annuity Payment would be less that our minimum requirements then in effect, we may make a single payment, adjusted by any Market Value Adjustment, if applicable, on the date the first payment is payable. This single payment is in place of all other benefits provided by the Contract. 10 Death Benefit on or After Maturity Date If you have selected an Annuity Option providing for payments for a guaranteed period, and the Annuitant dies on or after the Maturity Date, we will make the remaining guaranteed payments to the Beneficiary. We will make any remaining payments at least as rapidly as under the method of distribution being used as of the date of the Annuitant's death. If no Beneficiary is living, we will commute any unpaid guaranteed payments to a single sum (on the basis of the interest rate used in determining the payments) and pay that single sum to the estate of the last to die of the Annuitant and the Beneficiary. OTHER CONTRACT PROVISIONS Fifteen Day Right to Review You may cancel the Contract by returning it to our Annuities Service Center or agent within fifteen days after receipt of the Contract. Within seven days after we receive the returned Contract, we will pay the Owner an amount equal to the Account Value (adjusted by any Market Value Adjustment), or if the Contract is issued as an individual retirement annuity under Section 408 or Section 408A of the Code or as otherwise required by applicable law, the Payment made for the Contract, if greater. We do not impose any withdrawal charge upon return of the Contract within the fifteen day right to review period. Upon cancellation, we will return to you either the current Account Value or your full Purchase Payment, as required by state insurance laws and regulations. The right to review period may very in certain states to comply with the requirements of insurance laws and regulations in such states. Ownership In the case of an individual annuity Contract, the Contract Owner is the person entitled to exercise all rights under the Contract. In the case of a group annuity Contract, the group annuity Contract is owned by the Group Holder; however, all Contract rights and privileges not expressly reserved to the Group Holder may be exercised by each Certificate Owner as to such Owner's interest as specified in his or her Certificate. The Contract Owner is the person designated in the Contract specifications page or as subsequently named. If amounts become payable to any Beneficiary under the Contract, the Beneficiary is the Contract Owner. In the case of Nonqualified Contracts, you may change the ownership of or collaterally assign the Contract at any time prior to the Maturity Date, subject to the rights of any irrevocable Beneficiary. Assigning a Contract, or changing the ownership of a Contract, may be treated as a distribution of the Account Value for federal tax purposes (see "VII. Federal Tax Matters" for possible qualifications and a more detailed discussion). As the Owner of the Contract, you may have access to information for you or a member of your family that we may provide regarding elder care needs and questions and informational assistance that may help you identify various elder care service agencies available in your community. You must make any request for a change of ownership or assignment in writing, and such a request is subject to our approval. If approved by us, any assignment and any change will be effective as of the date we receive your request at our Annuities Service Center. We assume no liability for any payments made or actions taken before we approve a change or accept an assignment and no responsibility for the validity or sufficiency of any assignment. If you make an absolute assignment, it will revoke the interest of any revocable Beneficiary. In the case of qualified Contracts, ownership of the Contract generally may be transferred only by the trustee of an exempt employees' trust which is part of a retirement plan qualified under Section 401 of the Code or as otherwise permitted by applicable IRS regulations. Subject to the foregoing, a qualified Contract may not be sold, assigned, transferred, discounted or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose to any person other than us. Beneficiary The Beneficiary is the person, persons or entity designated in the Contract specifications page or as subsequently named. However, if there is a surviving Contract Owner, that person will be treated as the Beneficiary. You may change the Beneficiary subject to the rights of any irrevocable Beneficiary. You must make any request for a change in writing. Such a request is subject to our approval and if approved by us, the change will be effective on the date the request is signed. We assume no liability for any payments made or actions taken before we approve the change. If no Beneficiary is living, the Contingent Beneficiary will be the Beneficiary. The interest of any Beneficiary is subject to that of any assignee. If no Beneficiary or Contingent Beneficiary is living, the Beneficiary is the estate of the deceased Contract Owner. In the case of certain Qualified Contracts, IRS regulations prescribe certain limitations on the designation of a Beneficiary. 11 Annuitant The Annuitant is any natural person or persons to whom we will make Annuity Payments (unless you designate a different Payee) and whose life is used to determine the duration of Annuity Payments involving life contingencies. If you name more than one person as an Annuitant, the second person named will be referred to as "co-Annuitant." The Annuitant is as designated on the Contract specifications page or in the application, unless changed. On the death of the Annuitant, the co-Annuitant, if living, becomes the Annuitant. If there is no living co-Annuitant, the Owner becomes the Annuitant. In the case of certain qualified Contracts, there are limitations on the ability to designate and change the Annuitant and the co-Annuitant. You may change the Annuitant subject to the rights of any irrevocable Beneficiary. You must make any request for a change in writing. Such a request is subject to our approval and, if approved by us, the change will be effective as of the date we receive your request at our Annuity Service Center. The Annuitant may not be changed after the Maturity Date. Modification We will not change or modify the Contract without the consent of the Owner or Group Holder, as applicable, except to the extent necessary to conform to any applicable law or regulation or any ruling issued by a government agency. However, on 30 days notice to the Group Holder, we may change the withdrawal charges, administration fees, free withdrawal percentage, annuity purchase rate and the Market Value Adjustment as to any Certificates issued after the effective date of the modification. Code Section 72(s) We will interpret the provisions of the Contract so as to comply with the requirements of Section 72(s) of the Code. Our Approval We may accept or reject a Contract application in our sole discretion, which we will exercise in a non-discriminatory manner. Discontinuance of New Owners In the case of a group annuity Contract, we may, on 30 days notice to the Group Holder, limit or discontinue acceptance of new applications and the issuance of new Contracts to group members or participants. Misstatement and Proof of Age, Sex or Survival We may require proof of age, sex or survival of any person upon whose age, sex or survival an Annuity Payment depends. If the age or sex of the Annuitant has been misstated, the benefits will be those which the Annuity Payment would be provided for the correct age and sex. If we have made incorrect Annuity Payments, the amount of any underpayments will be paid immediately. The amount of any overpayment will be deducted from future Annuity Payments. We will uniformly charge or credit interest in accordance with state law, as applicable. The provisions of the Contract shall be interpreted so as to comply with the requirements of Section 72(s) of the Code. Non-participating Your Contract is non-participating and will not share in our profits or surplus earnings. We will pay no dividends on your Contract. 12 IV. Charges, Deductions and Adjustments ADJUSTMENTS AND CHARGES UPON WITHDRAWALS We may apply a Market Value Adjustment factor and assess withdrawal charges under the Contracts if you request a partial or full withdrawal of Account Value or annuitize any amount prior to the end of either the Initial Guarantee Period or a Subsequent Guarantee Period. We may also assess an administrative fee if you request a full withdrawal of Account Value or annuitize any amount prior to the end of these periods. We will not apply a Market Value Adjustment factor or assess withdrawal charges: - if you request a withdrawal or annuitize any amount during the 30 day period after the expiration of any guarantee period. (We must receive your written request for withdrawal at the end of a guarantee period during the 30 day period following the end of that guarantee period.); or - if you request to withdraw or annuitize any available free withdrawal amount; or - if we cancel your Contract should you make withdrawals that bring your Account Value below $5,000 (However,if the Account Value at the Maturity Date is such that a monthly payment would be less than our minimum then in effect, we may make a single payment in one lump sum adjusted by any Market Value Adjustment, if applicable, to the Annuitant or Payee on the Maturity Date.); or - if you should be confined to an eligible Nursing Home as described below in "Waiver of Withdrawal Charge and MVA - Confinement to Nursing Home" and request a total surrender of your Account Value; or - in connection with our payment of Contract proceeds following the death of the Owner or, if applicable, the Annuitant, except as described in "Accumulation Provisions - Death Benefit Before Maturity Date;. We will not apply withdrawal charges on distributions made from a one-year or a two-year subsequent guarantee period. We provide information on the free withdrawal amount, Market Value Adjustment factor and withdrawal charges in the sections that follow. We next provide examples to illustrate how these impact "gross" and "net" requests to withdraw Account Value. We provide information on the administrative fee that we may impose under the Contracts in "Other Charges And Deductions." Free Withdrawal Amount We do not apply a Market Value Adjustment factor or assess withdrawal charges if your request does not exceed a free withdrawal amount. The free withdrawal amount is the greater of: a) the annual Required Minimum Distribution ("RMD") amount for Owners of Qualified Contracts (see "VII. Federal Tax Matters") who have attained age 70 1/2; or b) the amount of interest credited during the 12 months prior to the date of the request, less any Gross Withdrawal Amounts taken during the 12 month period prior to the date of the request. Market Value Adjustment Factor The Market Value Adjustment factor may decrease or increase the amount that we pay to you or apply to an Annuity Option. We determine the Market Value Adjustment factor by the following formula: ((1+i)/(1+j +k))(n/12) where: i - The guaranteed rate in effect for the current guarantee period for this Contract. j - The rate offered on a guarantee period equal to the number of months remaining in the current guarantee period, as of the date your request is processed. For purposes of this calculation, months remaining will be rounded up to the next nearest whole number. If a rate for this duration is not available for new purchases, we will declare a rate solely for this purpose that is consistent with rates for durations that are currently available. k - Adjustment factor set forth in the Contract. n - The number of months from date that any amounts withdrawn or converted to Annuity Payments are processed to the end of your current guarantee period. In the case of partial months, `n' is rounded up to the next whole month. The Market Value Adjustment reflects the relationship between the guaranteed interest rate in effect for your Contract at the time of a withdrawal or annuitization and the guaranteed interest rate we then make available for new guarantee periods equal to the remaining term of the guarantee period under your Contract. In general: 13 - if the guaranteed interest rate in effect for your Contract is LOWER than our currently available guaranteed interest rate for a term equal to the remaining term of the guarantee period under your Contract, the Market Value Adjustment will REDUCE the amount withdrawn or annuitized or the balance of your Account Value; and - if the guaranteed interest rate in effect for your Contract is HIGHER than our currently available guaranteed interest rate for a term equal to the remaining term of the guarantee period under your Contract, the Market Value Adjustment will INCREASE the amount withdrawn or annuitized or the balance of your Account Value. The greater the difference in these interest rates the greater the effect of the Market Value Adjustment. The Market Value Adjustment also has a greater effect when interest rates increase than when they decrease. As can be seen from the examples in Appendix A, the negative adjustment that results from a 1% increase in interest rates is higher in amount than the positive adjustment that results from a 1% decrease in interest rates. The Market Value Adjustment is also affected by the amount of time remaining in the guarantee period. Generally, the longer the time remaining in the guarantee period, the greater the effect of the Market Value Adjustment on the amount withdrawn or annuitized. This is because the longer the time remaining in the guarantee period, the higher the compounding factor `n' in the Market Value Adjustment factor. The Market Value Adjustment, alone or in combination with applicable withdrawal charges, could result in your receiving total withdrawal proceeds of less than your Purchase Payment. BECAUSE OF THE MARKET VALUE ADJUSTMENT PROVISION OF THE CONTRACT, YOU BEAR THE INVESTMENT RISK THAT THE CURRENT AVAILABLE GUARANTEED INTEREST RATE OFFERED BY US AT THE TIME OF WITHDRAWAL OR ANNUITIZATION MAY BE HIGHER THAN THE INITIAL OR SUBSEQUENT GUARANTEE INTEREST RATE APPLICABLE TO THE CONTRACT WITH THE RESULT THAT THE AMOUNT YOU RECEIVE UPON A WITHDRAWAL OR ANNUITIZATION MAY BE SUBSTANTIALLY REDUCED. For more information on the Market Value Adjustment, including examples of its calculation, see "Impact of Market Value Adjustment and Withdrawal Charge" and Appendix A. Withdrawal Charge Please see Appendix B for a schedule of withdrawal charges applicable to the Contracts we offer through this prospectus. A withdrawal charge will reduce the amount payable to you if you make a withdrawal from the Contract before the end of your chosen guarantee period. We calculate the amount of the withdrawal charge by multiplying the Gross Withdrawal Amount, less any administration fee and free withdrawal amount, by the applicable withdrawal charge percentage obtained from the tables set forth in Appendix B. We use separate withdrawal charge percentages for Initial and Subsequent Guarantee periods. (Please read "Withdrawals" and Appendix B: "Withdrawal Charge Schedules" for more information.) We may subject withdrawals to a Market Value Adjustment in addition to the withdrawal charge described above (see "Market Value Adjustment Factor" and "Impact of Market Value Adjustment and Withdrawal Charge"). The Market Value Adjustment, alone or in combination with applicable withdrawal charges, could result in your receiving total withdrawal proceeds of less than your Purchase Payment. Withdrawals may be subject to income tax to the extent of earnings under the Contract and, if made prior to age 59 1/2, may also be subject to a 10% IRS penalty tax (see "VII. Federal Tax Matters - Taxation of Partial and Full Withdrawals"). Waiver of Applicable Withdrawal Charge and MVA - Confinement to Nursing Home (John Hancock USA Contracts only; not available in MA and NY) In states where approved, any applicable withdrawal charge and market value adjustment will be waived on a full or partial withdrawal prior to the Maturity Date if both the following apply: - A Covered Person being diagnosed with a first occurrence of any Covered Condition, subject to the Pre-existing Condition Limitation; and - A Covered Person's confinement in a Nursing Home. In order for a Covered Person to be considered confined in a Nursing Home, the following conditions must be met: a. a Covered Person was not confined to a Nursing Home within two years prior to the Effective Date of the Contract. 14 b. a Covered Person's confinement is for at least 90 consecutive days; c. a Covered Person is receiving Nursing Care; d. such Nursing Care is based on a Physician's plan in accordance with accepted standards of medical practice, and is Medically Necessary; e. such Nursing Care is needed because of a Covered Person's inability to perform at least two of the Activities of Daily Living without Human Assistance because of either Physical Impairment or Cognitive Impairment; and f. such Nursing Care is received while the contract is in force, and is not assigned. "Covered Person" means the Owner. "Covered Person" will mean the Annuitant if the Contract is owned by a Trust. "Nursing Home" means a facility which meets both of the following requirements: - it is licensed and operated to provide Nursing Care for a charge (including room and board), according to the laws of the jurisdiction in which it is located; - has services performed by or under the continual, direct, and immediate supervision of a registered nurse, licensed practical nurse, or licensed vocational nurse, on-site twenty-four (24) hours per day. A Nursing Home may be a freestanding facility or it may be a distinct part of a facility, including a ward, wing, or swing-bed of a hospital or other facility. Nursing Home does not mean: - a hospital or clinic; - a rehabilitation hospital or facility; - an assisted care living facility; - a rest home (a home for the aged or a retirement home) which does not, as its primary function, provide custodial care; - your primary place of residence, including your living quarters in a continuing care retirement community or similar entity; - a facility for the treatment of alcoholism, drug addiction, or mental illness. PRE-EXISTING CONDITION LIMITATION. We will not waive any withdrawal charge for a diagnosis of a first occurrence of a Covered Condition during the first two years after the effective date of the Contract if it results from a Pre-existing Condition, as defined in your Contract. "Pre-existing Condition" means the existence of symptoms which would cause an ordinarily prudent person to seek medical diagnosis, care, and treatment within one year before the effective date of the Contract or a condition for which medical consultation, advice, or treatment was recommended by or received from or sought from a Physician during the two years immediately preceding the effective date of the Contract. A "Physician" is a person other than you, the Annuitant(s) or a member of your or the Annuitant's families who is a licensed medical doctor (M.D.) or a licensed doctor of osteopathy (D.O.), practicing within the scope of that license. Please refer to your Contract for additional information on Activities of Daily Living, Nursing Care and other terms not specifically discussed in this prospectus. THE WAIVER DESCRIBED ABOVE IS NOT AVAILABLE IN ALL STATES AND CERTAIN TERMS MAY VARY DEPENDING ON THE STATE OF ISSUE AS NOTED IN YOUR CONTRACT. WITHDRAWALS MAY BE TAXABLE AND IF MADE PRIOR TO AGE 59 1/2 MAY BE SUBJECT TO A 10% PENALTY (SEE "VII. FEDERAL TAX MATTERS"). Impact of Market Value Adjustment and Withdrawal Charge We provide the following three examples to illustrate how we calculate and apply the Market Value Adjustment factor and withdrawal charge. These examples are based on the assumptions we use and are not indicative of the actual impact the Market Value Adjustment factor and withdrawal charges will have on your Contract. The Market Value Adjustment is based, in part, on the guaranteed interest rates we make available for new guarantee periods at the time of a withdrawal and is subject to change. The Withdrawal Charge Schedule applicable to your Contract may vary from the Withdrawal Charge Schedule applicable to other Contracts we may offer. We retain all withdrawal charges and all "negative" Market Value Adjustments. We generally pay you "positive" Market Value Adjustments, except in situations where a "net" partial withdrawal request results in a portion of a positive Market Value Adjustment being used to cover applicable withdrawal charges. 15 EXAMPLE 1 (Impact on a Total Withdrawal): Assume that you make a request for a total withdrawal of Account Value at a time when: - your Account Value is $16,800; - the free withdrawal amount is $800; - the withdrawal charge is 6%; - the guarantee period in effect for your Contract is seven years, and you make the request at the beginning of the third year of the guarantee period (i.e., there are five years remaining for that guarantee period); and - the guaranteed interest rate we are then offering for a new five year guarantee period is 6%. Step 1: We first determine the portion of the Gross Withdrawal Amount that is subject to a Market Value Adjustment and withdrawal charges. Since you requested a total withdrawal of Account Value, we subtract the free withdrawal amount ($800) from your Account Value ($16,800). The Gross Withdrawal Amount subject to Market Value Adjustment and withdrawal charges in this case is $16,000. Step 2: We next determine the Market Value Adjustment. In this example, the guaranteed interest rate we assume to be in effect for your Contract (5%) is lower than the guaranteed interest rate we assume to be offering for the remaining term of your guaranteed interest period (6% for a 5 year term). These are the same assumptions we use in the first example in Appendix A, and we would calculate a Market Value Adjustment factor as shown in that example (0.94254) to reduce the amount payable to you. We determine the amount of the Market Value Adjustment by multiplying the Gross Withdrawal Amount that is subject to a Market Value Adjustment ($16,000) by the Market Value Adjustment factor of 0.94254, which produces a result of $15,080. The amount of the Market Value Adjustment is the difference between $15,080 and $16,000, or a negative $920. Step 3: We next determine the amount of your withdrawal charge. To do this, we multiply the Gross Withdrawal Amount that is subject to a withdrawal charge ($16,000) by the 6% surrender charge to produce a surrender charge of $960. Step 4: We next subtract the Market Value Adjustment ($920) and the withdrawal charge ($960) from your Account Value ($16,800). This results in a net amount payable to you of $14,920, assuming that we do not have to withhold any amounts for taxes. EXAMPLE 2 (Impact on a Request for a "Net" Partial Withdrawal): This example uses the same assumptions as EXAMPLE 1, except that you request a "net" partial withdrawal of $6,000 (with no tax withholding) instead of a total withdrawal of Account Value. Step 1: We will calculate a "gross" withdrawal amount that is large enough to cover any applicable Market Value Adjustment and withdrawal charge so that you will receive the requested "net" amount. To do this, we need to use a mathematical formula, as follows: Gross Withdrawal Amount = (Net Withdrawal Amount + Free Amount * ((Market Value Adjustment Factor - 1) - Withdrawal Charge %)) - ------------------------------------------------------------------------------ (1+ (Market Value Adjustment Factor - 1) - Withdrawal Charge %) In this example, Gross Withdrawal Amount = ($6,000 + $800*( (.94254 - 1) - .06)) / (1 + (.94254-1) - .06) = $6,692 Step 2: We next determine the amount of the Market Value Adjustment. We determine the applicable Market Value Adjustment factor (0.94254) in the same manner as in Step 2 of EXAMPLE 1. Since we do not apply the Market Value Adjustment factor to the free withdrawal amount, we first subtract the free withdrawal amount ($800) from the Gross Withdrawal Amount calculated above ($6,692). We then multiply the difference ($5,892) by the Market Value Adjustment factor, which produces a result of $5,554. The amount of the Market Value Adjustment is the difference between $5,554 and $5,892, or a negative $338. Step 3: We next determine the amount of the withdrawal charge. Since we do not apply the withdrawal charge to the free withdrawal amount, we first reduce the Gross Withdrawal Amount calculated above ($6,692) by the free withdrawal amount ($800). We then 16 multiply the difference ($5,892) by the 6% withdrawal charge. This results in a withdrawal charge of $354. Step 4: As a result of your assumed request for a "net" partial withdrawal of $6,000, we would deduct a total of $6,692 from your Account Value. We would pay you the requested $6,000, and your remaining Account Value would equal $10,108. Your Contract would remain in force. EXAMPLE 3 (Impact on a Request for a "Gross" Partial Withdrawal): This Example uses the same assumptions as EXAMPLE 1, except that you request a "gross" partial withdrawal of $6,000 (with no tax withholding), or fail to make a request for a "net" partial withdrawal. Step 1: We first determine the portion of the partial withdrawal request that is subject to a Market Value Adjustment and withdrawal charges. Since you requested a "gross" partial withdrawal of Account Value, we subtract the free withdrawal amount ($800) from the total amount of your request ($6,000). The Gross Withdrawal Amount subject to Market Value Adjustment and withdrawal charges in this case is $5,200. Step 2: We next determine the amount of the Market Value Adjustment. We determine the applicable Market Value Adjustment factor (0.94254) in the same manner as in Step 2 of EXAMPLE 1. We then multiply the amount determined under Step 1 ($5,200), by the Market Value Adjustment factor of 0.94254, which produces a result of $4,901. The amount of the Market Value Adjustment is the difference between $4,901 and $5,200, or a negative $299. Step 3: We next determine the amount of your withdrawal charge. To do this, we multiply the Gross Withdrawal Amount that is subject to a withdrawal charge ($5,200) by the 6% withdrawal charge to produce a withdrawal charge of $312. Step 4: As a result of your assumed request for a "gross" partial withdrawal of $6,000, we would deduct a total of $6,000 from your Account Value. We would reduce the amount payable by $611 (which is the sum of the $299 Market Value Adjustment and $312 surrender charge), and pay you $5,389. Your remaining Account Value would equal $10,800 and your Contract would remain in force. OTHER CHARGES AND DEDUCTIONS Taxes We reserve the right to charge or provide for certain taxes against Purchase Payments, Account Values, death benefits or Annuity Payments. Such taxes may include premium taxes or other taxes levied by any government entity which we determine to have resulted from the: - establishment of the MVA Separate Account; - receipt by us of Purchase Payments; - issuance of the Contracts; - commencement or continuance of Annuity Payments under the Contracts; or - death of the Owner or Annuitant. In addition, we will withhold taxes to the extent required by applicable law. Except for residents of those states which apply premium taxes upon receipt of Purchase Payments, we will deduct premium taxes from the Account Value used to provide for Annuity Payments. For residents of those states which apply premium taxes upon receipt of Purchase Payments, we will deduct premium taxes upon payment of any withdrawal or death benefits or upon any annuitization. The amount deducted will depend on the premium tax assessed in the applicable state. State premium taxes currently range from 0% to 3.5% of the Purchase Payment, depending on the jurisdiction and the tax status of the Contract and are subject to change by the legislature or other authority (see Appendix C: "State Premium Taxes"). Administration Fee To compensate us for assuming certain administrative expenses, we reserve the right to charge an annual administration fee, which will never exceed $50.00. If imposed, the fee will be detailed on your Contract's specifications page. Prior to the Maturity Date, we will deduct the administration fee on each Contract Anniversary. If you surrender the Contract for its Account Value on any date other than the Contract Anniversary, we will deduct the full amount of the administration fee from the amount paid. After the Maturity Date, the administration fee is deducted on a pro rata basis from each Annuity Payment. 17 V. General Information About Us THE COMPANIES Your Contract is issued by either John Hancock USA or John Hancock NY. Please refer to your Contract to determine which Company issued your Contract. John Hancock USA, formerly known as "The Manufacturers Life Insurance Company (U.S.A.)," is a stock life insurance company originally organized under the laws of Maine on August 20, 1955 by a special act of the Maine legislature. John Hancock USA redomesticated under the laws of Michigan on December 30, 1992. John Hancock USA is authorized to transact life insurance and annuity business in all states (except New York), the District of Columbia, Guam, Puerto Rico and the Virgin Islands. Its principal office is located at 601 Congress Street, Boston, Massachusetts 02210-2805. John Hancock USA also has an Annuities Service Center at 164 Corporate Drive, Portsmouth, NH 03801-6815. John Hancock NY, formerly known as "The Manufacturers Life Insurance Company of New York," is a wholly-owned subsidiary of John Hancock USA and is a stock life insurance company organized under the laws of New York on February 10, 1992. John Hancock NY is authorized to transact life insurance and annuity business only in the State of New York. Its principal office is located at 100 Summit Lake Drive, Valhalla, New York 10595. John Hancock NY also has an Annuities Service Center at 164 Corporate Drive, Portsmouth, NH 03801-6815. The ultimate parent of both companies is Manulife Financial Corporation, a publicly traded company, based in Toronto, Canada. Manulife Financial Corporation is the holding company of The Manufacturers Life Insurance Company and its subsidiaries, collectively known as Manulife Financial. The Companies changed their names to John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York, respectively, on January 1, 2005 following Manulife Financial Corporation's acquisition of John Hancock Financial Services, Inc. RATING AGENCIES, ENDORSEMENTS AND COMPARISONS. We are ranked and rated by independent financial rating services, including Moody's Investors Service, Inc., Standard & Poor's Rating Services, Fitch Ratings Ltd. and A.M. Best Company. The purpose of these ratings is to reflect the financial strength or claims-paying ability of John Hancock USA and John Hancock NY. The ratings are not intended to reflect the investment experience or financial strength of the MVA Separate Accounts or the Contracts. The ratings are available on our website. We may from time to time publish the ratings in advertisements, sales literature, reports to Contract Owners, etc. In addition, we may include in certain promotional literature endorsements in the form of a list of organizations, individuals or other parties that recommend the Company or the Contracts. REGULATION. John Hancock USA is subject to the laws of the State of Michigan governing insurance companies and to the regulation of Michigan's Office of Financial and Insurance Regulation. John Hancock NY is subject to the laws of the state of New York governing insurance companies and to the regulation of the New York State Insurance Department. In addition, we are subject to regulation under the insurance laws of other jurisdictions in which we operate. Regulation by the applicable insurance department includes periodic examination of our operations, including contract liabilities and reserves. Regulation by supervisory agencies includes licensing to transact business, overseeing trade practices, licensing agents, approving policy forms, establishing reserve requirements, fixing maximum interest rates on life insurance policy loans and minimum rates for accumulation of surrender values, prescribing the form and content of required financial statements and regulation of the type and amounts of investments permitted. Our books and accounts are subject to review by the applicable insurance department and other supervisory agencies at all times, and we file annual statements with these agencies. A full examination of our operations is conducted periodically by the applicable insurance departments. Under insurance guaranty fund laws in most states, insurers doing business therein can be assessed (up to prescribed limits) for policyholder losses incurred by insolvent companies. The amount of any future assessments on us under these laws cannot be reasonably estimated. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer's own financial strength. Although the federal government generally does not directly regulate the business of insurance, federal initiatives often have an impact on the business in a variety of ways. Federal legislation that removed barriers preventing banks from engaging in the insurance business or that changed the federal income tax treatment of insurance companies, insurance company products, or employee benefit plans could significantly affect the insurance business. MVA SEPARATE ACCOUNTS We established the John Hancock USA MVA Separate Account in 2009 as a non-unitized separate account under Michigan law and 18 the John Hancock NY MVA Separate Account in 1997 as a non-unitized separate account under New York law. The MVA Separate Accounts are not registered as investment companies under the Investment Company Act of 1940. Each Company maintains in its MVA Separate Account assets which it selects in accordance with applicable state law and which have a market value (or other value prescribed by applicable state law) equal to the reserves the Company must maintain for the contracts and its other liabilities with respect to the account. A Contract Owner has no interest in the performance of a MVA Separate Account. A Contract Owner's Account Value is based on the interest rates we guarantee under the Contract and not on the performance of a MVA Separate Account. Any gain or loss in a Company's MVA Separate Account accrues solely to that Company, and we assume any risk associated with the possibility that the value of the assets in the MVA Separate Account might fall below the reserves and other liabilities that must be maintained. Should the value of the assets in a Company's MVA Separate Account fall below reserve and other liabilities, the Company will transfer assets from its General Account to its MVA Separate Account to make up the shortfall. Each Company reserves the right to transfer to its General Account any assets of its MVA Separate Account in excess of such reserves and other liabilities. Each Company currently intends to use its MVA Separate Account only to support the obligations under the contracts described in this prospectus, but it reserves the right to maintain assets in its MVA Separate Account to support any number of other kinds of annuity contracts which it offers or may offer. Both the assets accounted for in a Company's MVA Separate Account and all the other assets maintained in its General Account are available to meet the Company's guarantees under its contracts. A Contract Owner has no priority claims on assets accounted for in a MVA Separate Account. These assets are not insulated from the claims of the Company's creditors and may be charged with liabilities which arise from other business the Company conducts. DISTRIBUTION OF THE CONTRACT Our wholly-owned subsidiary, John Hancock Distributors, LLC ("JH Distributors"), acts as principal underwriter of the Contracts. The Contracts will be sold by registered representatives of broker-dealers authorized by JH Distributors to sell them. Such registered representatives will also be our licensed insurance agents. JH Distributors will pay distribution compensation to authorized broker-dealers in varying amounts which under normal circumstances are not expected to exceed 5% of Purchase Payments. The registered representative through whom your Contract is sold will be compensated pursuant to that registered representative's own arrangement with his or her broker-dealer. The registered representative and the firm may have multiple options on how they wish to allocate their commissions and/or compensation. We are not involved in determining your registered representative's compensation. You are encouraged to ask your registered representative about the basis upon which he or she will be personally compensated for the advice or recommendations provided in connection with the sale of your Contract. We may make additional payments to firms. These payments are sometimes referred to as "revenue sharing." Revenue sharing expenses are any payments made to broker-dealers or other intermediaries to either (i) compensate the intermediary for expenses incurred in connection with the promotion and/or sale of John Hancock investment products or (ii) obtain promotional and/or distribution services for John Hancock investment products. Many firms that sell the Contracts receive one or more types of these cash payments. We are among several insurance companies that pay additional payments to certain firms to receive "preferred" or recommended status. These privileges include: additional or special access to sales staff; opportunities to provide and/or attend training and other conferences; advantageous placement of our products on customer lists ("shelf-space arrangements"); and other improvements in sales by featuring our products over others. Revenue sharing payments assist in our efforts to promote the sale of the Contracts and could be significant to a firm. Not all firms, however, receive additional compensation. We determine which firms to support and the extent of the payments we are willing to make, and generally choose to compensate firms that are willing to cooperate with our promotional efforts and have a strong capability to distribute the Contracts. We do not make an independent assessment of the cost of providing such services. Instead, we agree with the firm on the methods for calculating any additional compensation. The methods, which vary by firm, may include different categories to measure the amount of revenue sharing payments, such as the level of sales, assets attributable to the firm and the annuity contracts covered under the arrangement (including contracts issued by any of our affiliates). The categories of revenue sharing payments that we may provide to firms, directly or through JH Distributors, are not mutually exclusive and may vary from contract to contract. We or our affiliates may make additional types of revenue sharing payments for other products, and may enter into new revenue sharing arrangements in the future. 19 VI. The Subordinated Guarantee DESCRIPTION OF MANULIFE FINANCIAL CORPORATION The Subordinated Guarantee is issued by MFC. MFC was incorporated under the Insurance Companies Act (Canada) in 1999 for the purpose of becoming the holding company of The Manufacturers Life Insurance Company, which was founded in 1887. As a mutual life insurance company, The Manufacturers Life Insurance Company had no common shareholders and its board of directors was elected by its participating policyholders. In September 1999, The Manufacturers Life Insurance Company implemented a plan of demutualization and converted into a life insurance company with common shares and became a wholly-owned subsidiary of MFC. MFC's head office and registered office is located at 200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5 (Tel. No. 416-926-3000). MFC and its subsidiaries provide a wide range of financial products and services, including individual life insurance, group life and health insurance, pension products, annuities and mutual funds, to individual and group customers in Canada, the United States, Asia and Japan. Funds under management by MFC were Cdn $405 billion as at March 31, 2009. MFC and its subsidiaries also offer reinsurance services, primarily life and accident and health reinsurance, and provide investment management services with respect to MFC's general fund assets, segregated funds assets and mutual funds and, in Canada and Asia, provide institutional investment services. MFC has directly or indirectly held all of the outstanding shares of John Hancock USA capital stock since September, 1999 and John Hancock NY since 1992. DESCRIPTION OF THE MFC SUBORDINATED GUARANTEE What additional guarantee applies to the guarantee periods under my contract? John Hancock USA's and John Hancock NY's ultimate corporate parent, MFC, guarantees their respective obligations with respect to any Contract to which this prospectus relates (the "MFC Subordinated Guarantee"). The MFC Subordinated Guarantee will apply unless and until we notify you otherwise. (If we give you such notice, however, the MFC Subordinated Guarantee would remain in effect for all guarantee periods that had already started, and would be inapplicable only to guarantee periods starting after the date of such notice.) The MFC Subordinated Guarantee does not relieve either company of any obligations under your Contract - it is in addition to all of the rights and benefits that the Contract provides. There is no charge or cost to you for the MFC Subordinated Guarantee, and there are no disadvantages to you of having this additional guarantee. What are the reasons for the additional MFC Subordinated Guarantee? The MFC Subordinated Guarantee is being offered in order to relieve John Hancock USA and John Hancock NY of the obligation to file with the SEC annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, and thus save each the expense of being an SEC reporting company. MFC, the company that is providing the MFC Subordinated Guarantee, is the ultimate parent of all of the companies in the John Hancock group of companies, including John Hancock USA and John Hancock NY. MFC is a company organized under the laws of Canada and its common shares are listed principally on the Toronto Stock Exchange and the New York Stock Exchange. MFC files with the SEC annual and current reports on Forms 40-F and 6-K, respectively. John Hancock USA and John Hancock NY are included in MFC's consolidated financial statements in a footnote containing condensed consolidating financial information with separate columns for MFC, John Hancock USA, John Hancock NY and other subsidiaries of MFC, together with consolidating adjustments. What are the terms of the MFC Subordinated Guarantee? MFC guarantees your full interest in any guarantee period to which this prospectus relates. This means that, if John Hancock USA or John Hancock NY fails to honor any valid request to surrender or withdraw any amount from a guarantee period, or fails to allocate amounts from a guarantee period to an annuity option when it is obligated to do so, MFC guarantees the full amount that you would have received, or value that you would have been credited with, had John Hancock USA or John Hancock NY fully met its obligations under your Contract with respect to such guarantee period. If John Hancock USA or John Hancock NY fails to pay any amount that becomes payable under the Contract upon the death of an Owner or Annuitant, MFC guarantees the unpaid amount, up to the Account Value in any guarantee period on the date of death, increased by any accrued but uncredited interest attributable thereto. There is no charge or cost to you for receiving the MFC Subordinated Guarantee. If John Hancock USA or John Hancock NY fails to make payment when due of any amount that is guaranteed by MFC, you could directly request MFC to satisfy John Hancock USA's or John Hancock NY's obligation, and MFC must do so. You would not have to make any other demands on John Hancock USA or John Hancock NY as a precondition to making a claim against MFC under the MFC Subordinated Guarantee. 20 The MFC Subordinated Guarantee will be issued pursuant to a subordinated guarantee dated the effective date of the registration statement of which this prospectus forms a part, whereby MFC will become guarantor. Unless otherwise set forth herein, the MFC Subordinated Guarantee will constitute an unsecured obligation of MFC as guarantor, and will be subordinated in right of payment to the prior payment in full of all other obligations of MFC, except for other guarantees or obligations of MFC which by their terms are designated as ranking equally in right of payment with or subordinated to the MFC Subordinated Guarantee, and effectively rank senior to MFC's preferred and common shares. As a result, in the event of MFC's bankruptcy, liquidation, dissolution, winding-up or reorganization or upon acceleration of any series of debt securities due to an event also triggering payment obligations on other debt, MFC's assets will be available to pay its obligations on the MFC Subordinated Guarantee only after all secured indebtedness and other indebtedness senior to the MFC Subordinated Guarantee has been paid in full. There may not be sufficient assets remaining to pay amounts due on all or any portion of the MFC Subordinated Guarantee. The MFC Subordinated Guarantee will be governed by the laws of the Commonwealth of Massachusetts in the case of John Hancock USA, and the State of New York, in the case of John Hancock NY. The MFC Subordinated Guarantee will provide that any claim or proceeding brought by a holder to enforce the obligations of MFC, as guarantor, may be brought in a court of competent jurisdiction in the City of Boston, Commonwealth of Massachusetts, in the case of John Hancock USA, and the City of New York, State of New York, in the case of John Hancock NY, and that MFC submits to the non-exclusive jurisdiction of such courts in connection with such action or proceeding. MFC has designated John Hancock USA and John Hancock NY as its authorized agent upon whom process may be served in any legal action or proceeding against MFC arising out of or in connection with the applicable MFC Subordinated Guarantee. All payments on the Contracts offered by this prospectus by MFC under the MFC Subordinated Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Canada, or any province, territory or political subdivision thereof, or any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges by MFC is required by law or by the administration or interpretation of such law. In the event of any withholding or deduction, MFC will pay such additional amounts as may be necessary in order that the net amounts received by the holders of the Contracts offered by this prospectus after such withholding or deduction shall equal the respective amounts under such Contracts which would have been receivable in respect of those Contracts in the absence of such withholding or deduction ("Guarantor Additional Amounts"), except as described herein and except that no such Guarantor Additional Amounts shall be payable with respect to any Contract offered by this prospectus: (a) by or on behalf of a holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Contract (i) by reason of his being a person with whom John Hancock USA or John Hancock NY or the guarantor is not dealing at arm's length for the purposes of the Income Tax Act (Canada), or (ii) by reason of his having a connection with Canada or any province or territory thereof other than the mere holding, use or ownership or deemed holding, use or ownership of such Contract; (b) by or on behalf of a holder who would not be liable for or subject to such withholding or deduction by making a claim for exemption to the relevant tax authority; or (c) more than 10 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to Guarantor Additional Amounts on presenting the same for payment on the last day of such period of 10 days. As used herein "Relevant Date" shall mean the date on which such payment first becomes due. Where You Can Find More Information MFC is subject to the information requirements of the U.S. Securities Exchange Act of 1934, and, in accordance with that Act, files reports and other information with the SEC. Under a multijurisdictional disclosure system adopted by the United States and Canada, these reports and other information (including financial information) may be prepared in accordance with the disclosure requirements of Canada, which are different from those of the United States. You may read and copy any reports, statements or other information filed by MFC at the SEC's Public Reference Room, Station Place, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. You can also inspect reports, proxy statements and other information about MFC at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. 21 You may also obtain copies of this information by mail from the Public Reference Section of the SEC, Station Place, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates, or from commercial document retrieval services. The SEC maintains a website that contains reports, proxy statements and other information, including those filed by MFC, at http://www.sec.gov. You may also access the SEC filings and obtain other information about MFC through the website maintained by MFC, which is http://www.manulife.com. The information contained in that website is not incorporated by reference into this prospectus. Each Company and MFC filed a joint registration statement on Form F-3 ("Registration Statement") relating to the Contracts offered by this prospectus with the SEC under the Securities Act of 1933, as amended. This prospectus is a part of that registration statement. As permitted by SEC rules, this prospectus does not contain all the information you can find in the registration statement. The SEC allows MFC to "incorporate by reference" information into this prospectus, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. For more information about the Contracts and us, you may obtain a copy of the Registration Statement (File number 333-159101-01 or File No. 333-1459100-01 in New York) in the manner set forth in the preceding paragraphs. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information in this prospectus. These documents contain important information about the companies and their financial condition. MFC incorporates by reference the documents listed below, which were filed with the SEC: (a) MFC's Annual Report on Form 40-F for the year ended December 31, 2008, as filed on March 26, 2009 and as amended and filed on Form 40-F/A on May 8, 2009; (b) MFC's Reports of Foreign Issuer on Form 6-K filed on March 26, 2009, other than the sections of the Notice of Annual Meeting and Proxy Circular entitled "Report of the Management Resources Committee and Compensation Committee" and "Performance Graph" and other than the 2008 Annual Financial Statements; (c) MFC's Annual Report on Form 40-F for the year ended December 31, 2007, as filed on March 28, 2008 and as amended and filed on Form 40-F/A on May 8, 2009; and (d) MFC's Reports of Foreign Issuer on Form 6-K filed on May 15, June 19, June 25, and July 13, 2009. Copies of the documents incorporated in this prospectus by reference may be obtained on request without charge from: Manulife Financial Corporation ATTN: Corporate Secretary 200 Bloor Street East, NT-10 Toronto, Ontario Canada M4W 1E5 Telephone: (416) 926-3000 Any annual reports on Form 20-F, Form 40-F or Form 10-K, any reports on Form 10-Q or Form 8-K, other than current reports furnished to the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K, and any Form 6-K specifying that it is being incorporated by reference in this prospectus, as well as all prospectus supplements disclosing additional or updated information, filed by MFC with the SEC subsequent to the date of this prospectus shall be deemed to be incorporated by reference into this prospectus. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such prior statement. Any statement or document so modified or superseded shall not, except to the extent so modified or superseded, be incorporated by reference and constitute a part of this prospectus. ENFORCEMENT OF JUDGMENTS MFC is a corporation incorporated under the laws of Canada. Because a substantial portion of MFC's assets are located outside the United States and most of its directors and officers are not residents of the United States, any judgment obtained in the United States against MFC or certain of its officers and directors, including a judgment with respect to payments on the MFC Subordinated Guarantee, may not be collectible within the United States. 22 Pursuant to the MFC Subordinated Guarantee, MFC agrees that any legal action or proceeding against it arising out of or in connection with the MFC Subordinated Guarantee may be brought in any United States federal or Massachusetts state court located in the City of Boston, Commonwealth of Massachusetts (a "Massachusetts Court") in the case of John Hancock USA, or New York state court located in the Borough of Manhattan, the City of New York, the State of New York, in the case of John Hancock NY (a "New York Court"), and irrevocably submits to the non-exclusive jurisdiction of such courts in connection with such action or proceeding. MFC has been informed by its Canadian counsel, Torys LLP, that the laws of the Province of Ontario and the federal laws of Canada applicable therein permit an action to be brought in a court of competent jurisdiction in that province on any final judgment in personam of any Massachusetts Court or New York Court, as applicable, against MFC, which judgment is subsisting and unsatisfied for a fixed sum of money with respect to the enforcement of the MFC Subordinated Guarantee and that is not impeachable as void or voidable under the internal laws of the Commonwealth of Massachusetts or the State of New York, as applicable, if: (i) the court rendering such judgment had jurisdiction over the judgment debtor, as recognized by the courts of Ontario (submission by MFC in the MFC Subordinated Guarantee to the non-exclusive jurisdiction of a Massachusetts Court or New York Court, as applicable, will be sufficient for this purpose); (ii) such judgment was not obtained by fraud or in a manner contrary to natural justice or other rule of law, whether equitable, legal or statutory and the enforcement thereof would not be inconsistent with public policy, as such term is understood under the laws of Ontario and the federal laws of Canada applicable therein or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada); (iii) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue or penal laws in the Province of Ontario; and (iv) the action to enforce such judgment is commenced within the applicable limitation period. Enforcement of a judgment by a court in the Province of Ontario, as described above, may only be given in Canadian dollars. In the opinion of Torys LLP, there are currently no reasons under the present laws of the Province of Ontario for avoiding recognition of said judgments of Massachusetts Courts or New York Courts, as applicable, on the MFC Subordinated Guarantee based upon public policy. However, it may be difficult for holders of Contracts to effect service within the United States upon MFC's directors and officers and the experts named in this prospectus who are not residents of the United States or to enforce against them, both in and outside of the United States, judgments of courts of the United States predicated upon civil liability under United States federal securities laws. MFC has designated John Hancock USA and John Hancock NY as its authorized agent upon whom process may be served in any legal action or proceeding against MFC arising out of or in connection with the applicable MFC Subordinated Guarantee. Based on the opinion of Torys LLP, MFC believes that a monetary judgment of a United States court predicated solely upon the civil liability provisions of United States federal securities laws would likely be enforceable in Canada if the United States court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. We cannot assure you that this will be the case since the case law in Canada in respect of this matter is not entirely clear. It is less certain that an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws. 23 VII. Federal Tax Matters INTRODUCTION Any discussion of the federal income tax treatment of the Contracts contained in this prospectus is not exhaustive, does not purport to cover all situations, and is not intended as tax advice and is not intended for and cannot be used for the purpose of avoiding penalties. The federal income tax treatment of the Contracts is unclear in certain circumstances, and you should consult a qualified and independent tax advisor with regard to the application of law to your individual circumstances. Bear in mind that the tax-related discussions herein may have been written to support the promotion or marketing of a transaction or other matter that is relevant to you for tax purposes. The following discussion is based on the Code, IRS regulations, and interpretations existing on the date of this prospectus. These authorities, however, are subject to change by Congress, the IRS, and judicial decisions. The prospectus does not address state or local tax consequences associated with the purchase of the Contracts. WE MAKE NO GUARANTEE REGARDING ANY TAX TREATMENT, FEDERAL, STATE OR LOCAL, OF ANY CONTRACT OR OF ANY TRANSACTION INVOLVING A CONTRACT. Our Tax Status We are taxed as a life insurance company under the Code. The assets in the MVA Separate Accounts are owned by us, and the income derived from such assets is includible in our income for federal income tax purposes. Taxation of Annuities in General TAX DEFERRAL DURING ACCUMULATION PERIOD. Under existing provisions of the Code, except as described below, any increase in Account Value is generally not taxable to you as the Contract Owner or to the Annuitant until received, either in the form of Annuity Payments as contemplated by the Contracts, or in some other form of distribution. However, this rule applies only if the Contract Owner is an individual or, in some cases, a trust or other entity treated as an agent for a natural person. As a general rule, deferred annuity contracts held by "non-natural persons," such as a corporation, trust or other similar entity, as opposed to a natural person, are not treated as annuity contracts for federal income tax purposes. The income on such contracts (as defined in the tax law) is taxed as ordinary income that is received or accrued by the owner during the taxable year. There are several exceptions to this general rule for non-natural contract owners. First, annuity contracts will generally be treated as held by a natural person if the nominal owner is a trust or other entity which holds the contract as an agent for a natural person. However, this exception will not apply in the case of any employer which is the nominal owner of an annuity contract under a nonqualified deferred compensation arrangement for its employees. Other exceptions to the general rule for non-natural contract owners will apply with respect to: - annuity contracts acquired by an estate of a decedent by reason of the death of the decedent; - annuity contracts issued in connection with certain qualified retirement plans; - annuity contracts purchased by employers upon the termination of certain qualified retirement plans; - certain annuity contracts used in connection with structured settlement agreements; and - annuity contracts purchased with a single premium when the annuity starting date is no later than a year from purchase of the annuity and substantially equal periodic payments are made, not less frequently than annually, during the annuity period. In addition to the foregoing, if the contract's maturity date occurs, or is scheduled to occur, at a time when the annuitant is at an advanced age, such as over age 85, it is possible that the owner will be taxable currently on the annual increase in the account value. The remainder of this discussion assumes that the Contract will constitute an annuity for federal tax purposes. TAXATION OF PARTIAL AND TOTAL WITHDRAWALS. In the case of a partial withdrawal, amounts received generally are includible in income to the extent the Owner's Account Value before the withdrawal exceeds his or her "investment in the contract." In the case of a total withdrawal, amounts received are includible in income to the extent they exceed the "investment in the contract." For these purposes the "investment in the contract" at any time equals the total of the Purchase Payments made under the Contract to that time (to the extent such payments were neither deductible when made nor excludable from income as, for example, in the case of certain employer contributions to qualified contracts) less any amounts previously received from the Contract which were not included in income. Other than in the case of Qualified Contracts (which generally cannot be assigned or pledged), any assignment or pledge (or agreement to assign or pledge) any portion of the Account Value is treated as a withdrawal of such amount or portion. The investment 24 in the Contract is increased by the amount includible in income with respect to such assignment or pledge, though it is not affected by any other aspect of the assignment or pledge (including its release). If you transfer your interest in a Contract without adequate consideration to a person other than your spouse (or a former spouse incident to divorce), you will be taxed on the difference between your Account Value and the investment in the Contract at the time of transfer. In such case, the transferee's investment in the Contract will be increased by the amount included in the transferor's income. There is some uncertainty regarding the treatment of the Market Value Adjustment for purposes of determining the amount includible in income as a result of any partial withdrawal, assignment or pledge, or transfer without adequate consideration. The IRS has regulatory authority to address this uncertainty. However, as of the date of this prospectus, the IRS has not issued any final regulations addressing these determinations. TAXATION OF ANNUITY PAYMENTS. Normally, the portion of each Annuity Payment taxable as ordinary income is equal to the excess of the payment over the exclusion amount. The exclusion amount is the amount determined by multiplying (1) the payment by (2) the ratio of the investment in the Contract, adjusted for any period certain or refund feature, to the total expected value of Annuity Payments for the term of the Contract (determined under Treasury Department regulations). A simplified method of determining the taxable portion of Annuity Payments applies to Contracts issued in connection with certain Qualified Plans other than IRAs. Once the total amount of the investment in the Contract has been excluded using this ratio, further Annuity Payments will be fully taxable. If Annuity Payments cease because of the death of the Annuitant and before the total amount of the investment in the Contract is recovered, the unrecovered amount generally will be allowed as a deduction to the Annuitant in his or her last taxable year. There may be special income tax issues present in situations where the Owner and the Annuitant are not the same person or are not married. You should consult a tax advisor in those situations. TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a Contract because of the death of an Owner or, if the Owner is not a natural person, the death of the Annuitant. Prior to the Maturity Date, such death benefit proceeds are includible in income as follows: - if distributed in a lump sum, they are taxed in the same manner as a full withdrawal, as described above; or - if distributed under an Annuity Option, they are taxed in the same manner as Annuity Payments; as described above. After the Maturity Date, where a guaranteed period exists under an Annuity Option and the Annuitant dies before the end of that period, payments made to the Beneficiary for the remainder of that period are includible in income as follows: - if received in a lump sum, they are includible in income to the extent that they exceed the unrecovered investment in the contract at that time; or - if distributed in accordance with the existing Annuity Option selected, they are fully excludable from income until the remaining investment in the contract is deemed to be recovered, and all Annuity Payments thereafter are fully includible in income. PENALTY TAX ON PREMATURE DISTRIBUTIONS. Where a Contract has not been issued in connection with a Qualified Plan, there generally is a 10% penalty tax on the taxable amount of any payment from the Contract. This penalty is not applicable if the payment is: - received on or after the date on which the Owner reaches age 59 1/2; - attributable to the Owner becoming disabled (as defined in the tax law); - made on or after the death of the Owner or, if the Owner is not an individual, on or after the death of the primary Annuitant (as defined in the tax law); - made as a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the owner or the joint lives (or joint life expectancies) of the owner and a "designated beneficiary" (as defined in the tax law), or - made under a contract purchased with a single premium when the maturity date is no later than a year from purchase of the contract and substantially equal periodic payments are made, not less frequently than annually, during the annuity period. AGGREGATION OF CONTRACTS. In certain circumstances, the IRS may determine the amount of an annuity payment or a withdrawal from a contract that is includible in income by combining some or all of the annuity contracts owned by an individual which are not issued in connection with a Qualified Plan. For example, if you purchase a Contract offered by this prospectus and also purchase at approximately the same time an immediate annuity, the IRS may treat the two contracts as one contract. Similarly, if a person 25 transfers part of his interest in one annuity contract to purchase another annuity contract, the IRS might treat the two contracts as one contract. In addition, if you purchase two or more deferred annuity contracts from the same insurance company (or its affiliates) during any calendar year, all such contracts will be treated as one contract for purposes of determining whether any payment not received as an annuity (including withdrawals prior to the maturity date) is includible in income. Thus, if during a calendar year you buy two or more of the Contracts offered by this prospectus (which might be done, for example, in order to invest amounts in different guarantee periods), all of such Contracts would be treated as one Contract in determining whether withdrawals from any of such Contracts are includible in income. The effects of such aggregation are not always clear and depend on the circumstances. However, aggregation could affect the amount of a withdrawal that is taxable and the amount that might be subject to the 10% penalty tax described above. EXCHANGES OF ANNUITY CONTRACTS. We may issue the Contract in exchange for all or part of another annuity contract that you own. Such an exchange will be tax free under Code Section 1035 if certain requirements are satisfied. If you exchange all of another annuity contract and the exchange is tax free, your investment in the Contract immediately after the exchange will generally be the same as that of the annuity contract exchanged, increased by any additional Purchase Payment made as part of the exchange. Your Account Value immediately after the exchange may exceed your investment in the Contract. That excess may be includable in income should amounts subsequently be withdrawn or distributed from the Contract. If you exchange part of an existing contract for the Contract, and within 12 months of the exchange you receive a payment (e.g., you make a withdrawal) from either contract, the exchange may not be treated as a tax free exchange. Rather, the exchange may be treated as if you had made a partial surrender from the existing contract and then purchased the Contract. In these circumstances, some or all of the amount exchanged into the Contract could be includible in your income and subject to a 10% penalty tax. You should consult your tax advisor in connection with any exchange pursuant to Code Section 1035 for the Contract, particularly if you plan to make a withdrawal from either contract within 12 months after the exchange. LOSS OF INTEREST DEDUCTION WHERE CONTRACTS ARE HELD BY OR FOR THE BENEFIT OF CERTAIN NON-NATURAL PERSONS. In the case of contracts issued after June 8, 1997 to a non-natural taxpayer (such as a corporation or a trust), or held for the benefit of such an entity, a portion of otherwise deductible interest may not be deductible by the entity, regardless of whether the interest relates to debt used to purchase or carry the contract. However, this interest deduction disallowance does not affect contracts where the income on such contracts is treated as ordinary income that is received or accrued by the owner during the taxable year. Entities that are considering purchasing the Contract, or entities that will be beneficiaries under a Contract, should consult a tax advisor. QUALIFIED RETIREMENT PLANS In General The Contracts are also designed for use in connection with certain types of qualified retirement plans which receive favorable treatment under the Code. Numerous special tax rules apply to participants in such Qualified Plans and to Contracts used in connection with such Qualified Plans. In this prospectus we provide only general information about the use of the Contract with the various types of Qualified Plans. Persons intending to use the Contract in connection with a Qualified Plan should seek competent advice. The tax rules applicable to Qualified Plans vary according to the type of plan and the terms and conditions of the plan itself. For example, for both withdrawals and annuity payments under certain Qualified Contracts, there may be no "investment in the contract" and the total amount received may be taxable. Both the amount of the contribution that may be made, and the tax deduction or exclusion that the owner may claim for such contribution, are limited under Qualified Plans. If you are considering purchasing a Contract for use in connection with a qualified retirement plan, you should consider, in evaluating the suitability of the Contract, that the Contract allows only a single Purchase Payment in an amount of at least $5,000. If this Contract is used in connection with a Qualified Plan, the Owner and Annuitant must be the same individual. If a co-Annuitant is named, all distributions made while the Annuitant is alive must be made to the Annuitant. Also, if a co-Annuitant is named who is not the Annuitant's spouse, the Annuity Options which are available may be limited, depending on the difference in ages between the Annuitant and co-Annuitant. Furthermore, the length of any guarantee period may be limited in some circumstances to satisfy certain minimum distribution requirements under the Code. 26 Additionally, for Contracts issued in connection with Qualified Plans subject to the Employee Retirement Income Security Act, the spouse or ex-spouse of the Owner will have rights in the Contract. In such a case, the Owner may need the consent of the spouse or ex-spouse to a change Annuity Options or make a withdrawal from the Contract. In addition, special rules apply to the time at which distributions must commence and the form in which the distributions must be paid. For example, failure to comply with minimum distribution requirements applicable to Qualified Plans will result in the imposition of an excise tax. This excise tax generally equals 50% of the amount by which a minimum required distribution exceeds the actual distribution from the Qualified Plan. In the case of Individual Retirement Accounts ("IRAs") (other than Roth IRAs), distributions of minimum amounts (as specified in the tax law) must generally commence by April 1 of the calendar year following the calendar year in which the owner attains age 70 1/2, except in years in which Congress has altered the minimum distribution rules. See, e.g. P.L. 110-458, Section 201 (waiving minimum distribution requirement for calendar year 2009). In the case of certain other Qualified Plans, distributions of such minimum amounts generally must commence by the later of this date or April 1 of the calendar year following the calendar year in which the employee retires. There is also a 10% penalty tax on the taxable amount of any payment from certain Qualified Contracts. (The amount of the penalty tax is 25% of the taxable amount of any payment received from a "SIMPLE retirement account" during the 2-year period beginning on the date the individual first participated in any qualified salary reduction agreement (as defined in the tax law) maintained by the individual's employer.) There are exceptions to this penalty tax which vary depending on the type of Qualified Plan. In the case of an IRA, including a "SIMPLE IRA," exceptions provide that the penalty tax does not apply to a payment (a) received on or after the date on which the owner reaches age 59 1/2, (b) received on or after the owner's death or because of the owner's disability (as defined in the tax law), or (c) made as a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the owner or for the joint lives (or joint life expectancies) of the owner and designated beneficiary (as defined in the tax law). These exceptions, as well as certain others not described herein, generally apply to taxable distributions from other Qualified Plans (although, in the case of plans qualified under sections 401 and 403, exception "c" above for substantially equal periodic payments applies only if the owner has separated from service). In addition, the penalty tax does not apply to certain distributions from IRAs taken after December 31, 1997 which are used for qualified first time home purchases or for higher education expenses. Special conditions must be met to qualify for these two exceptions to the penalty tax. If you wish to take a distribution from an IRA for these purposes, you should consult your tax advisor. When issued in connection with a Qualified Plan, a Contract will be amended as generally necessary to conform to the requirements of the plan. However, Owners, Annuitants, and Beneficiaries are cautioned that the rights of any person to any benefits under Qualified Plans may be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract. In addition, we will not be bound by terms and conditions of Qualified Plans to the extent such terms and conditions contradict the Contract, unless we consent. QUALIFIED PLAN TYPES Following are brief descriptions of various types of Qualified Plans in connection with which we may issue a Contract. INDIVIDUAL RETIREMENT ANNUITIES. Section 408 of the Code permits eligible individuals to contribute to an individual retirement program known as an IRA. IRAs are subject to limits on the amounts that may be contributed and deducted, the persons who may be eligible and on the time when distributions may commence. Also, distributions from certain qualified plans may be "rolled over" on a tax-deferred basis into an IRA. The Contract may not be used in connection with an "Education IRA" under Section 530 of the Code. SIMPLIFIED EMPLOYEE PENSIONS (SEP-IRAS). Section 408(k) of the Code allows employers to establish simplified employee pension plans for their employees, using the employees' IRAs for such purposes, if certain criteria are met. Under these plans the employer may, within specified limits, make deductible contributions on behalf of the employees to IRAs. Employers intending to use the Contract in connection with such plans should seek competent advice. SIMPLE IRAS. Section 408(p) of the Code permits certain small employers to establish "SIMPLE retirement accounts," including SIMPLE IRAs, for their employees. Under SIMPLE IRAs, certain deductible contributions are made by both employees and employers. SIMPLE IRAs are subject to various requirements, including limits on the amounts that may be contributed, the persons who may be eligible, and the time when distributions may commence. ROTH IRAS. Section 408A of the Code permits eligible individuals to contribute to a type of IRA known as a "Roth IRA." Roth IRAs are generally subject to the same rules as non-Roth IRAs, but differ in certain respects. 27 Among the differences are that contributions to a Roth IRA are not deductible and "qualified distributions" from a Roth IRA are excluded from income. A qualified distribution is a distribution that satisfies two requirements. First, the distribution must be made in a taxable year that is at least five years after the first taxable year for which a contribution to any Roth IRA established for the owner was made. Second, the distribution must be: - made after the owner attains age 59 1/2; - made after the owner's death; - attributable to the owner being disabled; or - a qualified first-time homebuyer distribution within the meaning of Section 72(t)(2)(F) of the Code. In addition, distributions from Roth IRAs need not commence when the owner attains age 70 1/2. A Roth IRA may accept a "qualified rollover contribution" from a non-Roth IRA and from an "eligible retirement plan" that satisfies certain requirements specified in section 408A(e)(1)(B) of the Code. CORPORATE AND SELF-EMPLOYED ("H.R. 10" AND "KEOGH") PENSION AND PROFIT-SHARING PLANS. Sections 401(a) and 403(a) of the Code permit corporate employers to establish various types of tax-favored retirement plans for employees. The Self-Employed Individuals' Tax Retirement Act of 1962, as amended, commonly referred to as "H.R. 10" or "Keogh," permits self-employed individuals also to establish such tax-favored retirement plans for themselves and their employees. Such retirement plans may permit the purchase of the Contract in order to provide benefits under the plans. TAX-SHELTERED ANNUITIES. Section 403(b) of the Code permits public school employees and employees of certain types of charitable, educational and scientific organizations specified in Section 501(c)(3) of the Code to have their employers purchase annuity contracts for them and, subject to certain limitations, to exclude the amount of purchase payments from gross income for tax purposes. These annuity contracts are commonly referred to as "tax-sheltered annuities." Purchasers of the Contracts for such purposes should seek competent advice as to eligibility, limitations on permissible amounts of Purchase Payments and other tax consequences associated with the Contracts. Section 403(b) policies contain restrictions on withdrawals of (i) contributions made pursuant to a salary reduction agreement in years beginning after December 31, 1988, (ii) earnings on those contributions, and (iii) earnings in such years on amounts held as of the last year beginning before January 1, 1989. These amounts can be paid only if the employee has reached age 59 1/2, separated from service, died, become disabled, or in the case of hardship. Amounts permitted to be distributed in the event of hardship are limited to actual contributions; earnings thereon cannot be distributed on account of hardship. Amounts subject to the withdrawal restrictions applicable to Section 403(b)(7) custodial accounts may be subject to more stringent restrictions. (These limitations on withdrawals do not apply to the extent we are directed to transfer some or all of the Account Value to the issuer of another tax-sheltered annuity or into a Section 403(b)(7) custodial account.) Direct Rollover Rules In the case of Contracts used in connection with a pension, profit-sharing, or annuity plan qualified under Sections 401(a) or 403(a) of the Code, or in the case of a Section 403(b) tax sheltered annuity, any "eligible rollover distribution" from the contract will be subject to direct rollover and mandatory withholding requirements. An eligible rollover distribution generally is any taxable distribution from a qualified pension plan under Section 401(a) of the Code, qualified annuity plan under Section 403(a) of the Code, or Section 403(b) tax sheltered annuity or custodial account, excluding certain amounts (such as minimum distributions required under Section 401(a)(9) of the Code, distributions which are part of a "series of substantially equal periodic payments" made for life or a specified period of 10 years or more, and hardship distributions). Under these requirements, withholding at a rate of 20% will be imposed on any eligible rollover distribution. In addition, the participant in these qualified retirement plans cannot elect out of withholding with respect to an eligible rollover distribution. However, this 20% withholding will not apply if, instead of receiving the eligible rollover distribution, the participant elects to have amounts directly transferred to certain qualified retirement plans (such as to an IRA). Before we make an eligible rollover distribution, a notice will be provided explaining generally the direct rollover and mandatory withholding requirements and how to avoid the 20% withholding by electing a direct rollover. Federal Income Tax Withholding We will withhold and remit to the U.S. government a part of the taxable portion of each distribution made under a Contract unless (i) the distribution is not an eligible rollover distribution and (ii) the distributee notifies us at or before the time of the distribution that he or she elects not to have any amounts withheld. In certain circumstances, we may be required to withhold tax. Except in the case of eligible rollover distributions, the withholding rates applicable to the taxable portion of periodic annuity payments are the same as the withholding rates generally applicable to payments of wages. Except in the case of eligible rollover distributions, the withholding rate 28 applicable to the taxable portion of non-periodic payments (including withdrawals prior to the maturity date and rollovers from non-Roth IRAs to Roth IRAs) is 10%. As described above, the withholding rate applicable to eligible rollover distributions is 20%. 29 VIII. General Matters CONFIRMATION STATEMENTS We will send you confirmation statements for certain transactions in your account. You should carefully review these statements to verify their accuracy and should immediately report any mistake to our Annuities Service Center. If you fail to notify our Annuities Service Center of any mistake within 60 days of the mailing of the confirmation statement, you will be deemed to have ratified the transaction. LEGAL PROCEEDINGS There are no material pending legal proceedings, other than ordinary routine litigation, to which we or any of our subsidiaries is a party or to which any of our or their property is subject. To the best of our knowledge, no such proceedings are contemplated by any governmental authority. LEGAL OPINIONS The validity of the Market Value Adjustment interests under deferred annuity Contracts and MFC Subordinated Guarantee offered in this prospectus will be passed upon for us by Dykema Gossett PLLC, Detroit, Michigan. Rex E. Schlaybaugh, Jr., a member of Dykema Gossett PLLC, is a director of John Hancock USA. Certain matters regarding Canadian law with respect to the MFC Subordinated Guarantee will be passed upon for MFC by Torys LLP, Toronto, Canada. On the date of this prospectus, the members and associates of Dykema Gossett PLLC, and the partners and associates of Torys LLP own an aggregate of approximately, 450 and 12,000 MFC common shares, respectively. EXPERTS The consolidated financial statements of MFC as at December 31, 2008 and 2007, and for the years ended December 31, 2008 and 2007, included in MFC's First Amended Annual Report on Form 40-F/A for the year ended December 31, 2008, filed with the SEC and the consolidated financial statements of MFC as at December 31, 2007 and 2006, and for the years ended December 31, 2007 and 2006, included in MFC's First Amended Annual Report on Form 40-F/A for the year ended December 31, 2007, filed with the SEC, which are incorporated by reference in this prospectus and in the registration statement of which this prospectus forms a part, have been audited by Ernst & Young LLP, Toronto, Canada, independent registered public accounting firm, as set forth in their reports appearing therein, and are so incorporated in reliance upon such reports given on their authority as experts in accounting and auditing. NOTICES AND REPORTS TO CONTRACT OWNERS At least once each Contract Year, we will send you a statement showing the Account Value of the Contract as of the date of the statement. The statement will also show Purchase Payments and any other information required by any applicable law or regulation. CONTRACT OWNER INQUIRIES You should direct all inquiries to our Annuities Service Center at 164 Corporate Drive, Portsmouth, New Hampshire 03801. 30 Appendix A: Example Of Market Value Adjustment Calculation We determine the amount of the Market Value Adjustment by multiplying the amount being taken from the guarantee period (in excess of the Free Withdrawal Amount and before any applicable withdrawal charge) by a factor expressed by the following formula: ((1+I)/(1+J+K))(N/12) where: I - is the guaranteed rate in effect for the current guarantee period (expressed as a decimal). J - is the current rate (expressed as a decimal) in effect for durations equal to the time remaining in the current guaranteed period. If the time remaining in the guarantee period is not a whole number of years, then the rate will be interpolated, based upon the number of months remaining, between the current rates offered from the closest durations. If not available, we will declare a rate solely for this purpose that is consistent with rates for durations that are currently available. K - is the adjustment factor. N - is the number of months from the date of withdrawal to the end of the current guarantee period. In the case of partial months, N is rounded up to the next month. SAMPLE CALCULATION 1: NEGATIVE ADJUSTMENT Amount withdrawn $10,000 Guarantee period 7 years Time of withdrawal Beginning of 3rd year of guarantee period Guaranteed rate (I) 5.00% Guaranteed rate for new 5 year guarantee (J) 6.00% Adjustment factor (K) 0.25% Remaining guarantee period (N) 60 months
Market Value Adjustment: ((1+.05)/(1+.06+.0025))(60/12) = .94254 10,000 x (((1+.05)/(1+.06+.0025))(60/12) -1)= -574.56 Amount withdrawn (adjusted for Market Value Adjustment): $10,000 - $574.56 = $9,425.44 A-1 SAMPLE CALCULATION 2: POSITIVE ADJUSTMENT Amount withdrawn $10,000 Guarantee period 7 years Time of withdrawal Beginning of 3rd year of guarantee period Guaranteed rate (I) 5.00% Guaranteed rate for new 5 year guarantee (J) 4.00% Adjustment factor (K) 0.25% Remaining guarantee period (N) 60 months
Market Value Adjustment: ((1+.05)/(1+.04+.0025))(60/12) = 1.0365 10,000 x (((1+.05)/(1+.04+.0025))(60/12) -1) = 364.93 Amount withdrawn (adjusted for Market Value Adjustment): $10,000 + $364.93 = $10,364.93 Please note, all interest rates shown have been arbitrarily chosen for purposes of these examples. In most cases they will bear little or no relation to the rates we are actually guaranteeing at any time. A-2 Appendix B: Withdrawal Charge Schedule JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SERIES A APPLICABLE TO ACCOUNT VALUE DURING THE INITIAL GUARANTEE PERIOD:
CONTRACT/CERTIFICATE YEAR AT TIME OF WITHDRAWAL GUARANTEE --------------------------------------------------------- PERIOD 1 2 3 4 5 6 7 8 9 10 - --------- --- --- --- --- --- --- --- --- --- --- 1 Year 0% 2 Year 0% 0% 3 Year 7% 7% 6% 4 Year 7% 7% 6% 6% 5 Year 7% 7% 6% 6% 5% 6 Year 7% 7% 6% 6% 5% 5% 7 Year 7% 7% 6% 6% 5% 5% 4% 8 Year 7% 7% 6% 6% 5% 5% 4% 3% 9 Year 7% 7% 6% 6% 5% 5% 4% 3% 2% 10 Year 7% 7% 6% 6% 5% 5% 4% 3% 2% 1%
APPLICABLE TO ACCOUNT VALUE DURING ANY SUBSEQUENT GUARANTEE PERIOD:
NUMBER OF COMPLETE YEARS SINCE THE COMMENCEMENT OF THE SUBSEQUENT GUARANTEE PERIOD AT THE TIME OF WITHDRAWAL GUARANTEE --------------------------------------------------------- PERIOD 0 1 2 3 4 5 6 7 8 9 - --------- --- --- --- --- --- --- --- --- --- --- 1 Year 0% 2 Year 0% 0% 3 Year 5% 5% 4% 4 Year 5% 5% 4% 4% 5 Year 5% 5% 4% 4% 3% 6 Year 5% 5% 4% 4% 3% 3% 7 Year 5% 5% 4% 4% 3% 3% 2% 8 Year 5% 5% 4% 4% 3% 3% 2% 1% 9 Year 5% 5% 4% 4% 3% 3% 2% 1% 0% 10 Year 5% 5% 4% 4% 3% 3% 2% 1% 0% 0%
B-1 JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SERIES B APPLICABLE TO ACCOUNT VALUE DURING THE INITIAL GUARANTEE PERIOD:
CONTRACT/CERTIFICATE YEAR AT TIME OF WITHDRAWAL GUARANTEE --------------------------------------------------------- PERIOD 1 2 3 4 5 6 7 8 9 10 - --------- --- --- --- --- --- --- --- --- --- --- 1 Year 0% 2 Year 0% 0% 3 Year 7% 7% 6% 4 Year 7% 7% 6% 6% 5 Year 7% 7% 6% 6% 5% 6 Year 7% 7% 6% 6% 5% 4% 7 Year 7% 7% 6% 6% 5% 4% 3% 8 Year 7% 7% 6% 6% 5% 4% 3% 0% 9 Year 7% 7% 6% 6% 5% 4% 3% 0% 0% 10 Year 7% 7% 6% 6% 5% 4% 3% 0% 0% 0%
APPLICABLE TO ACCOUNT VALUE DURING ANY SUBSEQUENT GUARANTEE PERIOD:
NUMBER OF COMPLETE YEARS SINCE THE COMMENCEMENT OF ANY SUBSEQUENT GUARANTEE PERIOD AT THE TIME OF WITHDRAWAL GUARANTEE --------------------------------------------------------- PERIOD 0 1 2 3 4 5 6 7 8 9 - --------- --- --- --- --- --- --- --- --- --- --- 1 Year 0% 2 Year 0% 0% 3 Year 5% 5% 4% 4 Year 5% 5% 4% 4% 5 Year 5% 5% 4% 4% 3% 6 Year 5% 5% 4% 4% 3% 2% 7 Year 5% 5% 4% 4% 3% 2% 1% 8 Year 5% 5% 4% 4% 3% 2% 1% 0% 9 Year 5% 5% 4% 4% 3% 2% 1% 0% 0% 10 Year 5% 5% 4% 4% 3% 2% 1% 0% 0% 0%
B-2 JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK APPLICABLE TO ACCOUNT VALUE DURING THE INITIAL GUARANTEE PERIOD:
CONTRACT/CERTIFICATE YEAR AT TIME OF WITHDRAWAL GUARANTEE --------------------------------------------------------- PERIOD 1 2 3 4 5 6 7 8 9 10 - --------- --- --- --- --- --- --- --- --- --- --- 1 Year 0% 2 Year 0% 0% 3 Year 7% 6% 5% 4 Year 7% 6% 5% 4% 5 Year 7% 6% 5% 4% 3% 6 Year 7% 6% 5% 4% 3% 2% 7 Year 7% 6% 5% 4% 3% 2% 1% 8 Year 7% 6% 5% 4% 3% 2% 1% 0% 9 Year 7% 6% 5% 4% 3% 2% 1% 0% 0% 10 Year 7% 6% 5% 4% 3% 2% 1% 0% 0% 0%
APPLICABLE TO ACCOUNT VALUE DURING ANY SUBSEQUENT GUARANTEE PERIOD:
NUMBER OF COMPLETE YEARS SINCE THE COMMENCEMENT OF ANY SUBSEQUENT GUARANTEE PERIOD AT THE TIME OF WITHDRAWAL GUARANTEE --------------------------------------------------------- PERIOD 0 1 2 3 4 5 6 7 8 9 - --------- --- --- --- --- --- --- --- --- --- --- 1 Year 0% 2 Year 0% 0% 3 Year 5% 4% 3% 4 Year 5% 4% 3% 2% 5 Year 5% 4% 3% 2% 1% 6 Year 5% 4% 3% 2% 1% 0% 7 Year 5% 4% 3% 2% 1% 0% 0% 8 Year 5% 4% 3% 2% 1% 0% 0% 0% 9 Year 5% 4% 3% 2% 1% 0% 0% 0% 0% 10 Year 5% 4% 3% 2% 1% 0% 0% 0% 0% 0%
B-3 Appendix C: State Premium Taxes Premium taxes vary according to the state and are subject to change. In many jurisdictions there is no tax at all. For current information, a tax advisor should be consulted.
TAX RATE ------------------------ QUALIFIED NONQUALIFIED STATE CONTRACTS CONTRACTS - ----- --------- ------------ CALIFORNIA...... 0.50% 2.35% MAINE........... 0.00% 2.00% NEVADA.......... 0.00% 3.50% PUERTO RICO..... 1.00% 1.00% SOUTH DAKOTA*... 0.00% 1.25% WEST VIRGINIA... 1.00% 1.00% WYOMING......... 0.00% 1.00%
* Premium tax paid upon receipt of premium (no tax at annuitization if tax paid on premium at issue) C-1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Manulife Financial Corporation Under the Insurance Companies Act (Canada), a company may not, by contract, resolution or by-law, limit the liability of its directors for breaches of their fiduciary duties. However, the company may indemnify a director or officer, a former director or officer or a person who acts or acted at the company's request as a director or officer of, or in a similar capacity for another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative, investigative or other proceeding in which he or she is involved because of that association with the company or other entity, if: (1) that person acted honestly and in good faith with a view to the best interests of, as the case may be, the company or the other entity for which he or she acted at the company's request as a director or officer or in a similar capacity; and (2) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, that person had reasonable grounds for believing that his or her conduct was lawful. These individuals are entitled to indemnity from the company if the person was not judged by the court or other competent authority to have committed any fault or omitted to do anything he or she ought to have done and fulfills the conditions set out in (1) and (2) above. A company may, with the approval of a court, also indemnify that person against all costs, charges and expenses reasonably incurred by them in connection with an action by or on behalf of the company or other entity to procure a judgment in its favor, to which the person is made a party by reason of being or having been a director or officer of the company or entity, if he or she fulfills the conditions set out in (1) and (2) above. The by-laws of Manulife Financial Corporation ("MFC") provide that the board of directors of MFC shall make provisions, by resolution, for the indemnification of directors, officers, employees and such other persons as the directors shall decide on such terms and conditions as they establish. MFC's administrative resolutions provide that MFC shall indemnify a director, officer or employee, a former director, officer or employee, or a person who acts or acted at MFC's request as a director, officer, employee or trustee of another corporation, partnership, joint venture, trust or other enterprise against any liability and costs arising out of any action or suit against them from the execution of their duties, subject to the limitations described in the administrative resolutions. MFC's administrative resolutions provide that MFC will have no obligation to indemnify any person for: - any acts committed with actual dishonest, fraudulent, criminal or malicious intent; - any act of gross negligence or willful neglect; - any claims relating to liabilities of other persons assumed by any person entitled to indemnification; - any claims relating to enterprises owned, operated, managed or controlled by any person entitled to indemnification; - any claims relating to pension plans sponsored by any person entitled to indemnification; - bodily injury, sickness or disease of any person; - injury to or destruction of any tangible property; - any amounts covered by any other indemnification provision or any valid and collectible insurance which the person entitled to indemnification may have; and - any actions which were in breach of compliance with MFC policy. MFC has also entered into agreements to indemnify its directors and officers. These agreements indemnify our directors and officers for certain expenses, including, among other things, attorneys' fees, costs, fines and settlement amounts, reasonably incurred by any such person in any civil, criminal, administrative or other proceeding related to such person's services as a director or officer of MFC, or any other entity to which the person provides services at MFC's request. MFC's obligation to indemnify such persons is subject to similar limitations as those set forth in MFC's administrative resolutions described above. MFC maintains a directors' and officers' liability insurance policy with a policy limit of U.S.$150,000,000. The policy is renewed annually. The policy provides protection to directors and officers against liability incurred by them in their capacities as directors and officers of MFC and its subsidiaries. The policy also provides protection to MFC for claims made against directors and officers for which MFC has granted directors and officers indemnity, as required or permitted under applicable statutory or by-law provisions. John Hancock Life Insurance Company of New York Pursuant to Article 10 of the Declaration of Intention and Charter of John Hancock Life Insurance Company of New York ("John Hancock New York"), the corporation will indemnify each director from personal liability to the Corporation or any of its shareholders for damages arising from any breach of duty as a director. This indemnity does not eliminate or limit (i) the liability of a director if a judgment or other final adjudication adverse to such director established his or her acts or omissions were in bad faith or involved intentional misconduct or were acts or omissions (a) which he or she knew or reasonably should have known violated the New York Insurance Law or (b) which violated a specific standard of care imposed on directors directly, and not by reference, by a provision of the New York Insurance Law (or any regulations promulgated thereunder) or (c) which constituted a knowing violation of any other law, or establishes that the director personally gained in fact a financial profit or other advantage to which the director was not legally entitled or (ii) the liability of a director for any act or omission prior to the adoption of Article 10 by the shareholders of the Corporation. Pursuant to Article VII of the By-Laws of John Hancock New York, the corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of John Hancock New York to procure a judgment in its favor by reason of the fact that he or she, his or her testator, testatrix or intestate, is or was a director or officer of John Hancock New York, or is or was serving at the request of John Hancock New York as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by him or her in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of John Hancock New York, except that no indemnification will be made in respect of (i) a threatened action, or a pending action which is settled or is otherwise disposed of, or (ii) any claim, issue or matter as to which such person shall have been adjudged to be liable to John Hancock New York, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. Furthermore, pursuant to its By-Laws, John Hancock New York may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of John Hancock New York to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of John Hancock New York served in any capacity at the request of John Hancock New York, by reason of the fact that he or she, his or her testator, testatrix or intestate, was a director or officer of John Hancock New York, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of John Hancock New York and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such director or officer did not act, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interest of John Hancock New York or that he or she had reasonable cause to believe that his or her conduct was unlawful. As stated above, MFC maintains a directors' and officers' liability insurance policy with a policy limit of U.S.$150,000,000. The policy provides protection to directors and officers against liability incurred by them in their capacities as directors and officers of MFC and its subsidiaries, including John Hancock New York. ITEM 9. EXHIBITS The following exhibits are filed herewith or incorporated herein by reference:
EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------------- 1 Underwriting and Distribution Agreement dated January 2, 2002 by and between John Hancock Distributors, LLC and John Hancock Life Insurance Company of New York. - incorporated by reference from Exhibit 3(a) to Post-effective Amendment No. 3 to Form N-4 Registration Statement of John Hancock Life Insurance Company of New York Separate Account A (File No. 333-143075) filed April 1, 2009. 4(a)(i)* Specimen Single Payment Modified Guaranteed Deferred Annuity Contract 4(a)(ii)* Specimen Single Payment Modified Guaranteed Group Deferred Annuity Certificate 4(b)(i)* Specimen Single Payment Modified Guaranteed Deferred Annuity Application 4(b)(ii)** Specimen Single Payment Modified Guaranteed Group Deferred Annuity Contract and Application 4(b)(iii)(A)** Specimen Endorsements to Contract or Certificate Roth Individual Retirement Annuity 4(b)(iii)(B)** Specimen Endorsements to Contract or Certificate Simple Individual Retirement Annuity 4(b)(iii)(C)** Specimen Endorsements to Contract or Certificate Individual Retirement Annuity 4(c)(i)** Specimen Nursing Home Waiver of Withdrawal Charge Endorsement (Individual) 4(c)(ii)** Specimen Nursing Home Waiver of Withdrawal Charge Rider (Group) 4(d)* Subordinated Guarantee by Manulife Financial Corporation in favor of certain holders of market value adjustment interests under deferred annuity contracts issued by John Hancock Life Insurance Company of New York dated July 15, 2009. 5(a)(i) Opinion of Dykema Gossett PLLC regarding
the validity of the subordinated guarantee. 5(a)(ii) Opinion of Dykema Gossett PLLC regarding legality of the market value adjustment interests under deferred annuity contracts being registered. 5(b) Opinion of Torys LLP regarding validity under Canadian law of the subordinated guarantee and enforceability of judgments. 23(a) Consent of independent registered public accounting firm for Manulife Financial Corporation. 23(b) Consent of Dykema Gossett PLLC (included as part of its opinion filed as Exhibit 5(a) and incorporated herein by reference). 23(c) Consent of Torys LLP (included as part of its opinion filed as Exhibit 5(b) and incorporated herein by reference). 24(a)** Powers of Attorney. 24(b) Powers of Attorney (Marianne Harrison, Bradford J. Race, Jr., and Neil M. Merkl).
- ---------- * Replaces previously filed exhibit. ** Previously filed. ITEM 10. UNDERTAKINGS (a) Each undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Manulife Financial Corporation hereby undertakes to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that such registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (b) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Item 8 of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by such registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. (c) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) If the registrant is relying on Rule 430B: (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430(B) relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or (ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (d) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (e) Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of such registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (f) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such 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, each 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Manulife Financial Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on July 16, 2009. MANULIFE FINANCIAL CORPORATION By: /s/ Donald A. Guloien ------------------------------------ Name: DONALD A. GULOIEN Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 16, 2009.
SIGNATURE TITLE --------- ---------------------------------------------------- /s/ Donald A. Guloien President, Chief Executive Officer and Director - ------------------------------------- (Principal Executive Officer) DONALD A. GULOIEN /s/ Peter H. Rubenovitch Senior Executive Vice President and Chief Financial - ------------------------------------- Officer (Principal Financial and Accounting Officer) PETER H. RUBENOVITCH * Chairman - ------------------------------------- GAIL C.A. COOK-BENNETT * Director - ------------------------------------- JOHN M. CASSADAY * Director - ------------------------------------- LINO J. CELESTE * Director - ------------------------------------- THOMAS P. D'AQUINO * Director - ------------------------------------- RICHARD B. DEWOLFE * Director - ------------------------------------- ROBERT E. DINEEN, JR. * Director - ------------------------------------- PIERRE Y. DUCROS * Director - ------------------------------------- SCOTT M. HAND * Director - ------------------------------------- ROBERT J. HARDING * Director - ------------------------------------- LUTHER S. HELMS
SIGNATURE TITLE --------- ---------------------------------------------------- * Director - ------------------------------------- THOMAS E. KIERANS * Director - ------------------------------------- LORNA R. MARSDEN * Director - ------------------------------------- HUGH W. SLOAN, JR * Director - ------------------------------------- GORDON G. THIESSEN
* By the signature set forth below, the undersigned, pursuant to the duly authorized power of attorney filed with the Securities and Exchange Commission, has signed this Pre-Effective Amendment No. 1 to the Registration Statement on behalf of the person indicated. By: /s/ Peter Rubenovitch ------------------------------------ Peter Rubenovitch Attorney-in-Fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, John Hancock Life Insurance Company of New York certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valhalla, State of New York, on July 16, 2009. JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK By: /s/ James D. Gallagher ------------------------------------ Name: JAMES D. GALLAGHER Title: CHAIRMAN OF THE BOARD OF DIRECTORS AND PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 16, 2009.
SIGNATURE TITLE --------- ---------------------------------------------------- /s/ James D. Gallagher Chairman and President (Principal Executive Officer) - ------------------------------------- JAMES D. GALLAGHER /s/ Lynne Patterson Senior Vice President, Chief Financial Officer - ------------------------------------- (Principal Financial Officer) LYNNE PATTERSON /s/ Jeffery J. Whitehead Vice President and Controller (Principal Accounting - ------------------------------------- Officer) JEFFERY J. WHITEHEAD * Director - ------------------------------------- THOMAS BORSHOFF * Director - ------------------------------------- MARC CONSTANTINI * Director - ------------------------------------- STEVEN A. FINCH * Director - ------------------------------------- RUTH ANN FLEMING * Director - ------------------------------------- MARIANNE HARRISON * Director - ------------------------------------- WILLIAM P. HICKS III * Director - ------------------------------------- KATHERINE M. MACMILLAN * Director - ------------------------------------- RONALD J. MCHUGH * Director - ------------------------------------- NEIL M. MERKL
SIGNATURE TITLE --------- ---------------------------------------------------- * Director - ------------------------------------- BRADFORD J. RACE, JR. * Director - ------------------------------------- DIANA SCOTT * Director - ------------------------------------- ROBERT L. ULMANN
* By the signature set forth below, the undersigned, pursuant to the duly authorized power of attorney filed with the Securities and Exchange Commission, has signed this Pre-Effective Amendment No. 1 to the Registration Statement on behalf of the person indicated. By: /s/ Arnold R. Bergman ------------------------------------ Arnold R. Bergman Attorney-in-Fact AUTHORIZED REPRESENTATIVE Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of Manulife Financial Corporation in the United States, has signed this Registration Statement on July 16, 2009. JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK By: /s/ Jonathan Chiel ------------------------------------ Name: Jonathan Chiel Title: EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL - JOHN HANCOCK EXHIBIT INDEX
ITEM NO. DESCRIPTION - -------- --------------------------------------------------------------------- 4(a)(i) Specimen Single Payment Modified Guaranteed Deferred Annuity Contract 4(a)(ii) Specimen Single Payment Modified Guaranteed Group Deferred Annuity Certificate 4(b)(i) Specimen Single Payment Modified Guaranteed Deferred Annuity Application 4(d) Subordinated Guarantee by Manulife Financial Corporation in favor of certain holders of market value adjustment interests under deferred annuity contracts issued by John Hancock Life Insurance Company of New York dated July 15, 2009. 5(a) Opinion of Dykema Gossett PLLC regarding legality of the market value adjustment interests under deferred annuity contracts being registered and the validity of the subordinated guarantee. 5(b) Opinion of Torys LLP regarding validity under Canadian law of the subordinated guarantee and enforceability of judgments. 23(a) Consent of independent registered public accounting firm for Manulife Financial Corporation. 23(b) Consent of Dykema Gossett PLLC (included as part of its opinion filed as Exhibit 5(a) and incorporated herein by reference). 23(c) Consent of Torys LLP (included as part of its opinion filed as Exhibit 5(b) and incorporated herein by reference). 24(b) Powers of Attorney (Marianne Harrison, Bradford J. Race, Jr., and Neil M. Merkl).
EX-99.4(A)(I) 2 b76342a1exv99w4xayxiy.txt SPECIMEN SINGLE PAYMENT MODIFIED GUARANTEED DEFERRED ANNUITY CONTRACT . . . EXHIBIT 4(a)(i) JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK (JOHN HANCOCK(R) LOGO) A STOCK LIFE INSURANCE COMPANY OVERNIGHT MAILING ADDRESS: ANNUITY SERVICE OFFICE: HOME OFFICE: [164 Corporate Drive [P.O. Box 9506 [100 Summit Lake Drive] Portsmouth, NH 03801-6815] Portsmouth, NH 03802-9506 Valhalla, New York 10595] For Inquiries or Assistance in Resolving Complaints: 1-800-344-1029]
THIS IS A LEGAL CONTRACT - READ IT CAREFULLY. WE AGREE to pay the benefits of this Contract in accordance with its terms. THIS CONTRACT is issued in consideration of the Payment. John Hancock Life Insurance Company of New York ("the Company") will pay an annuity benefit commencing on the Maturity Date to the Payee as directed by the Owner, in accordance with the Annuity Payments provision of this Contract. Unless another available option under this Contract is elected, annuity benefit payments will be payable for a guaranteed period of 10 years and as long thereafter as the Annuitant lives. If the Owner dies while this Contract is in effect prior to the Maturity Date, we will pay a Death Benefit to the Beneficiary upon receipt of all required claim forms and proof of death of the Owner at the Annuity Service Office. This contract is incontestable from its Effective Date. FIFTEEN DAY RIGHT TO REVIEW THE OWNER MAY CANCEL THE CONTRACT BY RETURNING IT TO OUR ANNUITY SERVICE OFFICE OR AGENT AT ANY TIME WITHIN 15 DAYS AFTER RECEIPT OF THE CONTRACT. WITHIN 7 DAYS OF RECEIPT OF THE CONTRACT BY US, WE WILL PAY THE ACCOUNT VALUE, ADJUSTED BY ANY MARKET VALUE ADJUSTMENT COMPUTED ON THE DATE THE CONTRACT IS RECEIVED BY US, TO THE OWNER. WHEN THE CONTRACT IS ISSUED AS AN INDIVIDUAL RETIREMENT ANNUITY, DURING THE FIRST 7 DAYS OF THIS 15 DAY PERIOD, WE WILL RETURN THE GREATER OF (I) ACCOUNT VALUE, ADJUSTED BY ANY MARKET VALUE ADJUSTMENT OR (II) AN AMOUNT EQUAL TO THE PAYMENT. We hold reserves for our guarantees under this Contract in a non-unitized MVA Separate Account established within the General Account. The assets of the MVA Separate Account are subject to the liabilities that arise out of the other business that we conduct. General Account assets are also available to meet the guarantees under this Contract as well as our other general obligations. SIGNED FOR US at Boston, Massachusetts, on the Contract Date. /s/ James W. Gallagher /s/ Emanuel Alves President Secretary Single Payment Modified Guarantee Deferred Annuity Non-Participating AMOUNTS PAYABLE UNDER THIS CONTRACT MAY BE SUBJECT TO AN UPWARD OR DOWNWARD MARKET VALUE ADJUSTMENT. AMOUNTS WITHDRAWN UNDER THIS CONTRACT MAY BE SUBJECT TO AN EARLY WITHDRAWAL CHARGE. THE ACCOUNT VALUE IS AVAILABLE WITHOUT A MARKET VALUE ADJUSTMENT; (I) DURING THE 30 DAY PERIOD AFTER THE EXPIRATION OF THE GUARANTEE PERIOD; (II) UPON THE DEATH OF THE OWNER WHEN THE BENEFICIARY ELECTS PAYMENT OVER THE LIFE OF THE BENEFICIARY, THE ENTIRE INTEREST IN THE CONTRACT IS DISTRIBUTED IN FIVE YEARS, OR IN ONE LUMP SUM; AND (III) THE FREE WITHDRAWAL AMOUNT. 09MVA ed. HC NY INTRODUCTION This is a Single Payment Modified Guarantee Deferred Annuity. It is effective when we receive your Payment and apply the Net Payment to the Account Value. We determine Account Value during the Initial Guarantee Period shown on the Specifications Page based on the Net Payment and the Initial Guaranteed Interest Rate. After that, and prior to the Maturity Date while you are still living, the Account Value will accumulate based on the interest rate we guarantee for each Subsequent Guarantee Period selected. Amounts withdrawn prior to the end of any Guarantee Period are subject to a Market Value Adjustment and possible Withdrawal Charges, which could reduce the withdrawal amount and any remaining Account Value below the Payment. You must allocate the Payment to one Initial Guarantee Period. On the Maturity Date, if the Annuitant and Owner are still living, the Contract will provide for Annuity Payments to the Payee based upon the Annuity Option selected. Fixed annuity dollar amounts are guaranteed by the Company.
TABLE OF CONTENTS PAGE - ----------------- ---- PART 1 - DEFINITIONS ................................................... 3 PART 2 - GENERAL PROVISIONS ............................................ 4 PART 3 - OWNER, BENEFICIARY ............................................ 6 PART 4 - PAYMENT ....................................................... 6 PART 5 - GUARANTEE PERIOD, SUBSEQUENT GUARANTEE PERIODS ................ 6 PART 6 - MARKET VALUE ADJUSTMENT (MVA) FORMULA ......................... 7 PART 7 - INTEREST ON ACCOUNT VALUE ..................................... 7 PART 8 - WITHDRAWAL(S) ................................................. 8 PART 9 - FEES AND DEDUCTIONS ........................................... 9 PART 10 - DEATH BENEFITS ................................................ 9 PART 11 - ANNUITY PAYMENTS .............................................. 10
09MVA ed. HC PART 1: DEFINITIONS WE AND YOU "We", "us" and "our" means the Company. "You" or "your" means the Owner of this Contract. ACCOUNT VALUE The amount we hold under this Contract for you at any given time. On the Contract Date, the Account Value is equal to the Net Payment. Thereafter, we determine the Account Value as specified in the Contract, "Part 7: Interest on Account Value." ANNUITANT Any individual person or persons whose life is used to determine the duration of Annuity Payments involving life contingencies. The Annuitant is as designated on the Specifications Page, unless changed prior to the Maturity Date. ANNUITY OPTION The method selected by you for Annuity Payments made by us. ANNUITY PAYMENT(S) Payment(s) by us to you or your designated Payee, which commence on or after the Maturity Date and are in accordance with the Annuity Option elected under the terms of this Contract. ANNUITY SERVICE OFFICE Any office designated by us for the receipt of Payment and processing of Owner requests. The Annuity Service Office is shown on the Contract Cover Page. BENEFICIARY The person, persons or entity to whom certain benefits are payable following the death of an Owner, or if the Owner is a non natural person, an Annuitant. CONTRACT ANNIVERSARY The anniversary of the Contract beginning twelve consecutive months from the Contract Date and each year thereafter. CONTRACT DATE The date of issue of this Contract as designated on the Specifications Page. CONTRACT YEAR The period of time measured twelve consecutive months from the Contract Date or any Contract Anniversary thereafter. CONTINGENT BENEFICIARY The person, persons or entity, who becomes the Beneficiary if the Beneficiary is not alive when a benefit is due and payable. ENDORSEMENT An Endorsement modifies the Contract to which it is attached. Endorsements must be signed by an officer of the Company in order to be effective. GENERAL ACCOUNT All of the Company's assets other than the assets in segregated asset accounts which are maintained as "insulated" separate accounts under applicable law. GROSS WITHDRAWAL AMOUNT The amount deducted from the Account Value for a full or partial withdrawal. For a full withdrawal such amount is the Account Value. For a partial withdrawal, the Gross Withdrawal Amount is the amount you request plus any applicable Withdrawal Charge and adjusted by any applicable Market Value Adjustment. IN WRITING Unless otherwise stated, means a notice provided in a format acceptable to us based on the type of request, which is received at our Annuity Servicing Office. INTERNAL REVENUE CODE (IRC) The Internal Revenue Code of 1986, as amended from time to time, and any successor statute of similar purposes. INITIAL GUARANTEE PERIOD The period of time beginning on the Contract Date that the Initial Guaranteed Interest Rate is in effect. The Initial Guarantee Period continues for the period shown on the Specifications Page.
09MVA ed. HC Page 3 INITIAL GUARANTEED INTEREST RATE The compound annual rate, shown on the Specifications Page of the Contract, credited to the Account Value during the Initial Guarantee Period under the terms of the Contract. MATURITY DATE The date on which Annuity Payments are scheduled to commence. It is the date specified on the Specifications Page, unless changed. NET PAYMENT The Payment less the amount of premium tax, if any, deducted from the Payment. OWNER(S) The person, persons or entity entitled to the ownership rights under this Contract. The Owner is as designated on the Specifications Page, unless changed. PAYEE Any of the person(s) or entity to whom Annuity Payments are to be made. PAYMENT An amount paid to us by you that we accept as consideration for the benefits provided by this Contract. QUALIFIED CONTRACT A Contract issued under a Qualified Plan. QUALIFIED PLANS Retirement plans, which receive favorable tax treatment under sections 401, 403, 408, 408A, 414 or 457, of the Internal Revenue Code of 1986, as amended. MVA SEPARATE ACCOUNT A non-registered separate account that we established within the General Account and in which we hold reserves for our guarantees under the Contract. Our other General Account assets are also available to meet the guarantees under the Contract and our other general obligations. The assets of the MVA Separate Account are subject to the liabilities that arise out of the other business that we conduct. SUBSEQUENT GUARANTEE PERIOD A period of time beginning on the day following expiry of the immediately preceding Guarantee Period.
PART 2: GENERAL PROVISIONS ENTIRE CONTRACT This Contract is an agreement between the Owner(s) and the Company. The entire Contract consists of this Contract, any Riders, Endorsements, Specifications Pages and application, if one is attached. The benefits and values available under this Contract are not less than the minimum required by any statute of the state in which this Contract is delivered. We have filed a detailed statement of the method used to calculate the benefits and values with the Department of Insurance in the state in which this Contract is delivered, if required by law. You may also have access to (i) information for you or a member of your family, regarding elder care needs and questions, either directly or through a third party arrangement, and (ii) assistance that may help you identify various elder care service agencies available in your community. MODIFICATION Only the President, a Vice President, or the Secretary of the Company has authority to agree on our behalf to any alteration of the Contract or to any waiver of our rights or requirements. The alteration or waiver must be in writing. We will not change or modify this Contract without your consent except as may be required to make it conform to any applicable law or regulation or any ruling issued by a government agency; or unless we have reserved the right to change the terms herein. CHANGE IN MATURITY DATE Prior to the Maturity Date, an Owner may request in writing a change of the Maturity Date. Any extension of the Maturity Date will be subject to our approval. 09MVA ed. HC Page 4 ASSIGNMENT You may assign this Contract, except as otherwise provided, at any time prior to the Maturity Date. Your interest, any interest of the Annuitant and of any revocable Beneficiary shall be subject to the terms of the assignment. We will not be on notice of any assignment unless it is in writing. We will not be liable for any payments made or actions we take before the assignment is accepted by us. An absolute assignment will revoke the interest of any revocable Beneficiary. We assume no responsibility for the validity or sufficiency of any assignment. If this Contract is issued in a tax qualified plan, this Contract is subject to assignment restrictions for Federal Income Tax purposes. In such event, this Contract shall not be sold, assigned, discounted, or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose, to any person other than us. CLAIMS OF CREDITORS All benefits and payments under this Contract shall be exempt from the claims of creditors of the Contract Owner to the extent permitted by law. MISSTATEMENT AND PROOF OF AGE, SEX OR SURVIVAL We may require proof of age, sex or survival of any person upon whose age, sex or survival an Annuity Payment depends. If the age or sex of the Annuitant has been misstated, the benefits will be those which the Annuity Payment would have provided for the correct age and sex. If we have made incorrect Annuity Payments, the amount of any underpayment will be paid immediately. The amount of any overpayment will be deducted from future Annuity Payments. We will uniformly charge or credit interest in accordance with state law, as applicable. NON-PARTICIPATING Your Contract is non-participating and will not share in our profits or surplus earnings. We will pay no dividends on your Contract. CANCELLATION FOR MINIMUM ACCOUNT VALUE If, as a result of any partial withdrawal, the Account Value would be reduced to less than the Minimum Account Value, indicated on the Specifications Page, we may cancel this Contract and pay you the amount equal to that which would be paid as a result of a Total Withdrawal, as described in Part 8, "Withdrawals". REPORTS We will send you any reports required by law. CURRENCY AND PLACE OF PAYMENTS All payments made to or by us shall be made in the lawful currency of the United States of America at the Annuity Service Office or elsewhere if we consent. NOTICES AND ELECTIONS To be effective, all notices and elections you make under this Contract must be in writing, signed by you and received by us at the Annuity Service Office. Unless otherwise provided in this Contract, all notices, requests and elections will be effective when received by us at our Annuity Service Office, complete with all necessary information and your signature. ISSUE STATE This Contract will be governed by the laws of the jurisdiction indicated on the Specifications Page. SECTION 72(s) The provisions of this Contract shall be interpreted so as to comply with the requirements of Section 72(s) of the Internal Revenue Code. 09MVA ed. HC Page 5 PART 3: OWNER, BENEFICIARY OWNER The Owner of this Contract shall be the person, persons or entity designated on the Specifications Page unless otherwise changed by you in writing. If amounts become payable to the Beneficiary under this Contract, the Beneficiary becomes the Owner of this Contract. BENEFICIARY Upon the death of the Owner, any surviving Owner will become the Beneficiary. If there is no surviving Owner, the Beneficiary will be as designated on the Specifications Page, unless otherwise changed during the Owner's lifetime. If no such Beneficiary is living, the Beneficiary is the "Contingent Beneficiary". If no Beneficiary or Contingent Beneficiary is living, the Beneficiary is the estate of the deceased Owner. CHANGE OF OWNER, ANNUITANT, BENEFICIARY Subject to the rights of an irrevocable Beneficiary, you may request to change the Owner, Annuitant, or Beneficiary by sending us notice in writing. Any such request must be received at our Annuity Service Office and approved by us. If we approved a change of Beneficiary, it will take effect on the date the request is signed. If we approve a change of Owner or Annuitant, it will take effect on the date we received the request at the Annuity Service Office. The Annuitant may not be changed after the Maturity Date. You need not send us the Contract unless we request it. We will not be liable for any payments or actions we take before we approve the change. If any Annuitant is changed and any Owner is not an individual, the entire interest in the Contract must be distributed to the Owner within five years of the change. PART 4: PAYMENT The Contract is not effective until Payment is received by us at our Annuity Service Office or such other place as we may designate. The Payment deposited into the Contract can not exceed the Maximum Payment shown on the Specifications Page. Upon request we will consider, applying nondiscriminatory financial factors, waiving any of the above conditions. ALLOCATION OF NET PAYMENT When we receive the Payment, the Net Payment will be allocated to the Initial Guarantee Period as shown on the Specifications Page. PART 5: GUARANTEE PERIOD, SUBSEQUENT GUARANTEE PERIODS GUARANTEE PERIOD The Guarantee Period may be either the Initial Guarantee Period or a Subsequent Guarantee Period. We allocate the Payment to the Initial Guarantee Period elected and shown on the Specifications Page. Thereafter, any allocation of your Account Value will be in a Subsequent Guarantee Period then available under this Contract. The Initial Guarantee Period is measured from the Contract Date. All Subsequent Guarantee Periods are measured from the first day following the last day of the immediately preceding Guarantee Period. 09MVA ed. HC Page 6 SUBSEQUENT GUARANTEE PERIODS At least 15 days, but not more than 45 days prior to the expiration of the initial Guarantee Period and any Subsequent Guarantee Period, we will provide you with a written notice of the expiry of the Guarantee Period and notice of the Subsequent Guarantee Periods available. Unless we receive written instructions from You selecting a Subsequent Guarantee Period from those then available, upon expiration of any Guarantee Period, a Subsequent Guarantee Period of one year will commence. If a one year Guarantee Period is not available, you will be placed in the next shortest available Guarantee Period. Any Subsequent Guarantee Period will begin the day after the expiration of the immediately proceeding Guarantee Period. We do not subject an amount to a Market Value Adjustment when it is applied to a Subsequent Guarantee Period. If your Subsequent Guarantee Period extends beyond the Maturity Date shown on the Specifications Page, your Maturity Date will be extended to the last day of that Subsequent Guarantee Period. In no event will you be permitted to elect a Subsequent Guarantee Period longer than the shortest Guarantee Period ending on or after the Maximum Maturity Date shown on the Specifications Page. PART 6: MARKET VALUE ADJUSTMENT (MVA) FORMULA Any amounts withdrawn or converted to Annuity Payments on any date other than the period 30 days after the expiration of the Guarantee Period may be adjusted upward or downward by the application of a Market Value Adjustment Factor described below. The Market Value Adjustment Factor is determined by the following formula: [(1+i)/(1+j+k)]/(n/12) Where i, j, k and n are defined as follows: i = guaranteed rate in effect for the current Guarantee Period for this Contract j = rate offered on a Guarantee Period equal to number of months remaining in the current Guarantee Period, as of the date your request is processed. For purposes of this calculation, months remaining will be rounded up to the next nearest whole number. If a rate for this duration is not available (for new purchases), the Company will declare a rate solely for this purpose that is consistent with rates for durations that are currently available k = Adjustment Factor, as indicated on the Specifications Page n = number of months from date that any amounts withdrawn or converted to Annuity Payments are processed to the end of your current Guarantee Period. In the case of partial months, n is rounded up to the next month. The amount of Market Value Adjustment, if any, upon withdrawal is specified in Part 8, "Withdrawals." The Market Value Adjustment is equal to A x (B-1) where A is the amount subject to adjustment, and B is the Market Value Adjustment factor above. The Market Value Adjustment may be positive or negative. The detailed description of the Market Value Adjustment has been filed with the Superintendent. PART 7: INTEREST ON ACCOUNT VALUE The Account Value is the value of the amount allocated to the Guarantee Period, reduced by any Gross Withdrawal Amounts and reduced by any other applicable charges described in the Contract and accumulated with interest. The Account Value will accumulate at a rate of interest determined by us and in effect on the date the amount is allocated 09MVA ed. HC Page 7NY to the Guarantee Period. The Initial Guaranteed Interest Rate is shown on the Specification Page. The Initial Guaranteed Interest Rate may vary based on the amount of the Payment allocated to the Guarantee Period and will apply throughout the Initial Guarantee Period. At the commencement of any Subsequent Guarantee Period, the interest rate credited will be at least equal to our declared interest rate then in effect for new policies of the same size with Guarantee Periods of the same duration commencing at the beginning of the Subsequent Guarantee Period. All such declared interest rates will be expressed on an annual effective basis and will never be less than the guaranteed minimum interest rate required by law, if any. The interest credited on any given day will be a rate which, if compounded daily for one year, would equal the applicable declared interest rate. PART 8: WITHDRAWALS You may withdraw part or all of the Account Value at any time before the earlier of the death of an Owner or Annuitant if the Owner is a non natural person or the Maturity Date by sending us a notice in writing. We will not defer payment more than six months beyond the date we receive such notice. If we defer payment for more than 10 days, the amount deferred will earn interest at a rate not less than the minimum required by law. FREE WITHDRAWAL AMOUNT The Free Withdrawal Amount will equal the greater of a) the annual Required Minimum Distribution amount for Owners of Qualified Contracts aged 70 1/2 or more or b) the amount of any interest credited to the Account Value during the 12 months prior to the date of your request, less any Gross Withdrawal Amount(s) taken during this 12 month period. TOTAL WITHDRAWAL Upon receipt of your request to withdraw all of your Account Value, we will terminate the Contract and we will pay you the following amount: F + [(A-F) x M] -W, WHERE: F = the Free Withdrawal Amount; A = the Account Value, reduced by any applicable Annual Fee; M = the Market Value Adjustment Factor; W = the Withdrawal Charge. PARTIAL WITHDRAWAL(S) You may withdraw less than your entire Account Value. However, requests for amounts in excess of the Free Withdrawal Amount are subject to a Withdrawal Charge, a Market Value Adjustment and will be determined using the following calculation: F + [(G -F) x M] -W, WHERE: F = the Free Withdrawal Amount; G = the Gross Withdrawal Amount; M = the Market Value Adjustment Factor; W = the Withdrawal Charge. We do not restrict the frequency of withdrawals. However, the Gross Withdrawal Amount withdrawn must be no less than the Minimum Partial Withdrawal Amount shown on the Contract's Specifications Pages. Any withdrawal which would reduce the Account Value to less than the Minimum Account Value, indicated on the Specifications Page, may be treated as a request for a Total Withdrawal of your Account Value. 09MVA ed. HC Page 8 WITHDRAWAL CHARGE If a withdrawal is made from the Contract prior to the Maturity Date, a Withdrawal Charge may be assessed against the portion of the Account Value being withdrawn. The amount of the Withdrawal Charge and when it is assessed is discussed below 1) The Free Withdrawal Amount is defined above and may be withdrawn free of a Withdrawal Charge and is not subject to a Market Value Adjustment. 2) Any amounts withdrawn in excess of the Free Withdrawal Amount will be subject to a Withdrawal Charge, if any. The Withdrawal Charge is determined by multiplying the Gross Withdrawal Amount less any annual administration fee and Free Withdrawal Amount by the applicable Withdrawal Charge percentage shown on the Specifications Page. 3) No Withdrawal Charge will apply to withdrawals made at the end of a Guarantee Period as described in "Part 5: Guarantee Period, Subsequent Guarantee Period". A request for withdrawal at the end of a Guarantee Period must be received in writing during the 30 day period immediately following the end of that Guarantee Period. PART 9: FEES AND DEDUCTIONS ANNUAL FEE To compensate us for assuming certain administrative expenses, we may charge an Annual Fee as set forth on the Specifications Page. Prior to the Maturity Date, the Annual Fee is deducted from the Account Value on each Contract Anniversary. If the Account Value is totally withdrawn on any date other than the Contract Anniversary, we will deduct the total amount of the Annual Fee from the amount paid. After the Maturity Date, the Annual Fee is deducted on a pro rata basis from each Annuity Payment. TAXES We may charge certain taxes against your Payment, Account Value, payment of Death Benefit, or Annuity Payments (either at the time of Payment, full withdrawal, or when Annuity Payments commence), as appropriate. Such taxes may include premium taxes or other taxes levied by any government entity which we determine have resulted from the establishment or maintenance of the MVA Separate Account, or from the receipt by us of Payments, or from the issuance of this Contract, or from the commencement or continuance of Annuity Payments under this Contract. PART 10: DEATH BENEFITS DEATH BEFORE MATURITY DATE If any Owner dies prior to the Maturity Date (or date Annuity Payments begin, if earlier) the Death Benefit will be equal to the Account Value, as of the date on which written notice and proof of death and all required claim forms are received in good order at the Company's Annuity Service Office. On the death of the last surviving Annuitant, the Owner becomes the new Annuitant, if the Owner is an individual. If any Owner is a non natural person, the death of an Annuitant is treated as the death of an Owner. If the co-Owner predeceases the Owner, the Owner will be treated as the Beneficiary. The Beneficiary may continue the Contract as the Owner, subject to the requirements of Section 72(s) of the Internal Revenue Code. If the Contract cannot continue under Section 72(s), or if the Beneficiary elects not to continue the Contract, the Death Benefit will be distributed under one of the following provisions: (i) as an Annuity Option as described within Part 11: "Annuity Payments"; or 09MVA ed. HC Page 9 (ii) over the life of the Beneficiary, or over a period not to extend beyond the life expectancy of the Beneficiary, with all such distributions beginning within one year from the date of the Owner's Death; or (iii) the entire interest in the Contract must be distributed within five (5) years of the Owner's Death; or (iv) in one lump sum. Withdrawal Charges will be waived on any withdrawals under (ii), (iii) or (iv). If the Beneficiary dies before distributions under (ii) or (iii) are complete, the remaining Death Benefit must be distributed in a lump sum immediately. If there is more than one Beneficiary, the foregoing provisions will independently apply to each Beneficiary. The Contract will terminate if the Death Benefit is taken in one sum. If the Beneficiary decides to continue the Contract as the Owner, subject to Section 72(s), the new Owner must carry out the current Guarantee Period and thereafter, applicable Market Value Adjustments will apply to amounts withdrawn as described under the Contract. Such amounts may be adjusted upward or downward by the application of a Market Value Adjustment Factor. Subject to the rights of an irrevocable Beneficiary, the new Owner in such instance may name a new Beneficiary and, if no Beneficiary is so named, the decedent Beneficiary's estate will be the Beneficiary. If the Contract is held as part of a Qualified Plan, the terms of your Qualified Plan Endorsement form will control. We will permit the Owner to limit the Death Benefit option(s) to be offered to any named Beneficiary, if the Owner provides notice in writing to the Company prior to death and the desired option(s) is one provided for in this Contract. DEATH BENEFIT ON OR AFTER MATURITY DATE On or after the date Annuity Payments begin, if the Annuitant dies, the Death Benefit will depend on the Annuity Option selected in accordance with Part 11: "Annuity Payments". PROOF OF DEATH Proof of death is required upon the death of the Annuitant or the Owner. Proof of death is one of the following received at the Annuity Service Office: a) A certified copy of a death certificate. b) A certified copy of a decree of a court of competent jurisdiction as to the finding of death. c) Any other proof satisfactory to us. PART 11: ANNUITY PAYMENTS GENERAL Any amounts payable under this Contract may be converted to Annuity Payments in accordance with one or more of the Annuity Options described below, subject to any restrictions of Internal Revenue Code section 72(s). Once Annuity Payments commence, the Annuity Option and the Annuitant may not be changed. We will pay annuity benefits in the form of Annuity Payment(s) on the life of the Annuitant, to the Payee, if living, on the Maturity Date. Annuity Payments will commence on or after the Maturity Date and continue for the period of time provided for under the Annuity Option you elect. MATURITY DATE On the Maturity Date or other date elected to commence Annuity Payments, we will convert the Account Value adjusted by any Market Value Adjustment as described in Part 6 of this Contract, into Annuity Payments. The amount used to determine the first Annuity Payment will be measured as of a date not more than 10 business days prior to the Maturity Date. 09MVA ed. HC Page 10 Only a Contract Value of $5,000 or more may be applied to one of the annuity payment options offered. If the amount of the first annuity payment would be less than our minimum requirements then in effect, we may make a single payment, adjusted by any Market Value Adjustment as described in Part 6 of this Contract, on the date the first payment is payable. This single payment is in place of all other benefits provided by this Contract. CALCULATION USED TO DETERMINE ANNUITY PAYMENT(S) The amount of each Annuity Payment is determined by applying the amounts which will be converted to Annuity Payment(s) to the appropriate table(s) identified by this Contract. We guarantee the dollar amount of each Annuity Payment. Annuity Payments will never be less than that available by applying the Account Value adjusted by any Market Value Adjustment as described in Part 6 of this Contract, to buy a single premium immediate annuity then offered by us, or by one of our affiliated companies if we do not offer a single premium immediate annuity. DESCRIPTION OF ANNUITY OPTIONS The following annuity payment options are available under this contract for a single life: a. Life Annuity with a Guaranteed Period of 5, 10, or 20 Years. Under this option we will make payments for the guaranteed period elected, and as long thereafter as the Annuitant lives. b. Life Annuity. Under this option, we will make payments throughout the lifetime of the Annuitant. No further payments will be made after the death of the Annuitant. c. A single sum or any other option which we may make available including joint lives. ALTERNATIVE ANNUITY OPTIONS Instead of settlement in accordance with the Annuity Options described above, you may choose an alternate form of settlement acceptable to us. Once Annuity Payments commence, the form of settlement may not be changed. ANNUITY PAYMENT INTERVALS You may elect to receive your Annuity Payments monthly, quarterly, semi-annually or annually. 09MVA ed. HC Page 11 TABLE OF PAYMENT RATES The rates shown below are guaranteed minimum rates. The actual rates that we will apply will be the greater of these guaranteed minimum rates and the current rates in effect at the time Annuity Payments begin. Information regarding our current rates will be available to any Owner upon request. MONTHLY ANNUITY PAYMENT RATE TABLE
AGE OF MEASURING LIFE ANNUITY WITH GUARANTEED PERSON ON BIRTHDAY PERIOD NEAREST DATE -------------------------------------------- OF FIRST PAYMENT 5 YEARS 10 YEARS 20 YEARS LIFE ANNUITY - ------------------ ------- -------- -------- ------------ 55 3.07 3.05 3.00 3.07 56 3.14 3.13 3.07 3.14 57 3.21 3.20 3.13 3.22 58 3.29 3.28 3.20 3.30 59 3.38 3.36 3.27 3.39 60 3.47 3.45 3.34 3.48 61 3.57 3.54 3.42 3.58 62 3.67 3.64 3.50 3.68 63 3.78 3.74 3.58 3.79 64 3.89 3.85 3.66 3.91 65 4.02 3.97 3.74 4.03 66 4.15 4.09 3.83 4.17 67 4.29 4.22 3.91 4.31 68 4.44 4.36 4.00 4.46 69 4.60 4.50 4.08 4.63 70 4.78 4.66 4.17 4.81 71 4.96 4.82 4.25 5.00 72 5.16 4.99 4.32 5.21 73 5.38 5.17 4.40 5.44 74 5.61 5.36 4.47 5.69 75 5.83 5.56 4.53 5.95 76 6.13 5.76 4.59 6.24 77 6.41 5.97 4.64 6.55 78 6.71 6.18 4.69 6.89 79 7.03 6.40 4.73 7.25 80 7.38 6.62 4.77 7.65 81 7.74 6.83 4.80 8.08 82 8.13 7.04 4.82 8.55 83 8.54 7.25 4.84 9.06 84 8.97 7.45 4.86 9.61 85 9.41 7.63 4.87 10.21 86 9.87 7.80 4.88 10.86 87 10.33 7.96 4.89 11.57 88 10.80 8.10 4.90 12.32 89 11.26 8.23 4.90 13.12 90 11.71 8.35 4.91 13.96 91 12.15 8.45 4.91 14.84 92 12.57 8.54 4.91 15.75 93 12.97 8.62 4.91 16.69 94 13.35 8.69 4.91 17.66 95 and over 13.73 8.75 4.91 18.67
These rates are based on the Annuity 2000 mortality table for Females projected for improvement using projection scale G. Interest is at an annual effective rate of 1.5%. 09MVA ed. HC Page 12 Communications about this annuity contract may be sent to the Company at its Servicing Office. Single Payment Modified Guarantee Deferred Annuity Non-Participating Amounts withdrawn under this contract may be subject to a Withdrawal Charge and a Market Value Adjustment JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK (JOHN HANCOCK(R) LOGO) A STOCK LIFE INSURANCE COMPANY 09MVA ed. HC NY Printed in the U.S.A. EX-99.4(A)(II) 3 b76342a1exv99w4xayxiiy.txt SPECIMEN SINGLE PAYMENT MODIFIED GUARANTEED GROUP DEFERRED ANNUITY CERTIFICATE . . . EXHIBIT 4(a)(ii) JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK (JOHN HANCOCK(R) LOGO) A STOCK LIFE INSURANCE COMPANY OVERNIGHT MAILING ADDRESS: ANNUITY SERVICE OFFICE: HOME OFFICE: [164 Corporate Drive [P.O. Box 9506 [100 Summit Lake Drive Portsmouth, NH 03801-6815] Portsmouth, NH 03802-9506 Valhalla, New York 10595] For Inquiries or Assistance in Resolving Complaints: 1-800-344-1029]
THIS IS A LEGAL CERTIFICATE - READ IT CAREFULLY. WE AGREE to pay the benefits of this Certificate in accordance with its terms. THIS CERTIFICATE is issued in consideration of the Payment. John Hancock Life Insurance Company of New York ("the Company") will pay an annuity benefit commencing on the Maturity Date to the Payee as directed by the Owner, in accordance with the Annuity Payments provision of this Certificate. Unless another available option under this Certificate is elected, annuity benefit payments will be payable for a guaranteed period of 10 years and as long thereafter as the Annuitant lives. If the Owner dies while this Certificate is in effect prior to the Maturity Date, we will pay a Death Benefit to the Beneficiary upon receipt of all required claim forms and proof of death of the Owner at the Annuity Service Office. This contract is incontestable from its Effective Date. FIFTEEN DAY RIGHT TO REVIEW THE OWNER MAY CANCEL THE CERTIFICATE BY RETURNING IT TO OUR ANNUITY SERVICE OFFICE OR AGENT AT ANY TIME WITHIN 15 DAYS AFTER RECEIPT OF THE CERTIFICATE. WITHIN 7 DAYS OF RECEIPT OF THE CERTIFICATE BY US, WE WILL PAY THE ACCOUNT VALUE, ADJUSTED BY ANY MARKET VALUE ADJUSTMENT COMPUTED ON THE DATE THE CERTIFICATE IS RECEIVED BY US, TO THE OWNER. WHEN THE CERTIFICATE IS ISSUED AS AN INDIVIDUAL RETIREMENT ANNUITY, DURING THE FIRST 7 DAYS OF THIS 15 DAY PERIOD, WE WILL RETURN THE GREATER OF (I) ACCOUNT VALUE, ADJUSTED BY ANY MARKET VALUE ADJUSTMENT OR (II) AN AMOUNT EQUAL TO THE PAYMENT. We hold reserves for our guarantees under this Certificate in a non-unitized MVA Separate Account established within the General Account. The assets of the MVA Separate Account are subject to the liabilities that arise out of the other business that we conduct. General Account assets are also available to meet the guarantees under this Certificate as well as our other general obligations. SIGNED FOR US at Boston, Massachusetts, on the Certificate Date. /s/ James W. Gallagher /s/ Emanuel Alves President Secretary Single Payment Modified Guarantee Deferred Annuity Non-Participating AMOUNTS PAYABLE UNDER THIS CERTIFICATE MAY BE SUBJECT TO AN UPWARD OR DOWNWARD MARKET VALUE ADJUSTMENT. AMOUNTS WITHDRAWN UNDER THIS CERTIFICATE MAY BE SUBJECT TO AN EARLY WITHDRAWAL CHARGE.THE ACCOUNT VALUE IS AVAILABLE WITHOUT A MARKET VALUE ADJUSTMENT; (I) DURING THE 30 DAY PERIOD AFTER THE EXPIRATION OF THE GUARANTEE PERIOD; (II) UPON THE DEATH OF THE OWNER WHEN THE BENEFICIARY ELECTS PAYMENT OVER THE LIFE OF THE BENEFICIARY, THE ENTIRE INTEREST IN THE CONTRACT IS DISTRIBUTED IN FIVE YEARS, OR IN ONE LUMP SUM; AND (III) THE FREE WITHDRAWAL AMOUNT. 09MVAGRP NY INTRODUCTION This is a Single Payment Modified Guarantee Deferred Annuity. It is effective when we receive your Payment and apply the Net Payment to the Account Value. We determine Account Value during the Initial Guarantee Period shown on the Specifications Page based on the Net Payment and the Initial Guaranteed Interest Rate. After that, and prior to the Maturity Date while you are still living, the Account Value will accumulate based on the interest rate we guarantee for each Subsequent Guarantee Period selected. Amounts withdrawn prior to the end of any Guarantee Period are subject to a Market Value Adjustment and possible Withdrawal Charges, which could reduce the withdrawal amount and any remaining Account Value below the Payment. You must allocate the Payment to one Initial Guarantee Period. On the Maturity Date, if the Annuitant and Owner are still living, the CERTIFICATE will provide for Annuity Payments to the Payee based upon the Annuity Option selected. Fixed annuity dollar amounts are guaranteed by the Company.
TABLE OF CONTENTS PAGE - ----------------- ---- PART 1 - DEFINITIONS ................................................... 3 PART 2 - GENERAL PROVISIONS ............................................ 4 PART 3 - OWNER, BENEFICIARY ............................................ 6 PART 4 - PAYMENT ....................................................... 6 PART 5 - GUARANTEE PERIOD, SUBSEQUENT GUARANTEE PERIODS ................ 6 PART 6 - MARKET VALUE ADJUSTMENT (MVA) FORMULA ......................... 7 PART 7 - INTEREST ON ACCOUNT VALUE ..................................... 7 PART 8 - WITHDRAWAL(S) ................................................. 8 PART 9 - FEES AND DEDUCTIONS ........................................... 9 PART 10 - DEATH BENEFITS ................................................ 9 PART 11 - ANNUITY PAYMENTS .............................................. 10
09MVAGRP PART 1: DEFINITIONS WE AND YOU "We", "us" and "our" means the Company. "You" or "your" means the Owner of this Certificate. ACCOUNT VALUE The amount we hold under this Certificate for you at any given time. On the Certificate Date, the Account Value is equal to the Net Payment. Thereafter, we determine the Account Value as specified in the Certificate, "Part 7: Interest on Account Value." ANNUITANT Any individual person or persons whose life is used to determine the duration of Annuity Payments involving life contingencies. The Annuitant is as designated on the Specifications Page, unless changed prior to the Maturity Date. ANNUITY OPTION The method selected by you for Annuity Payments made by us. ANNUITY PAYMENT(S) Payment(s) by us to you or your designated Payee, which commence on or after the Maturity Date and are in accordance with the Annuity Option elected under the terms of this Certificate. ANNUITY SERVICE OFFICE Any office designated by us for the receipt of Payment and processing of Owner requests. The Annuity Service Office is shown on the Certificate Cover Page. BENEFICIARY The person, persons or entity to whom certain benefits are payable following the death of an Owner, or if the Owner is a non natural person, an Annuitant. CERTIFICATE ANNIVERSARY The anniversary of the Certificate beginning twelve consecutive months from the Certificate Date and each year thereafter. CERTIFICATE DATE The date of issue of this Certificate as designated on the Specifications Page. CERTIFICATE YEAR The period of time measured twelve consecutive months from the Certificate Date or any Certificate Anniversary thereafter. CONTINGENT BENEFICIARY The person, persons or entity, who becomes the Beneficiary if the Beneficiary is not alive when a benefit is due and payable. ENDORSEMENT An Endorsement modifies the Certificate to which it is attached. Endorsements must be signed by an officer of the Company in order to be effective. GENERAL ACCOUNT All of the Company's assets other than the assets in segregated asset accounts which are maintained as "insulated" separate accounts under applicable law. GROSS WITHDRAWAL AMOUNT The amount deducted from the Account Value for a full or partial withdrawal. For a full withdrawal such amount is the Account Value. For a partial withdrawal, the Gross Withdrawal Amount is the amount you request plus any applicable Withdrawal Charge and adjusted by any applicable Market Value Adjustment. IN WRITING Unless otherwise stated, means a notice provided in a format acceptable to us based on the type of request, which is received at our Annuity Servicing Office. INTERNAL REVENUE CODE (IRC) The Internal Revenue Code of 1986, as amended from time to time, and any successor statute of similar purposes. INITIAL GUARANTEE PERIOD The period of time beginning on the Certificate Date that the Initial Guaranteed Interest Rate is in effect. The Initial Guarantee Period continues for the period shown on the Specifications Page.
09MVAGRP Page 3 INITIAL GUARANTEED INTEREST RATE The compound annual rate, shown on the Specifications Page of the Certificate, credited to the Account Value during the Initial Guarantee Period under the terms of the Certificate. MATURITY DATE The date on which Annuity Payments are scheduled to commence. It is the date specified on the Specifications Page, unless changed. NET PAYMENT The Payment less the amount of premium tax, if any, deducted from the Payment. OWNER(S) The person, persons or entity entitled to the ownership rights under this Certificate. The Owner is as designated on the Specifications Page, unless changed. PAYEE Any of the person(s) or entity to whom Annuity Payments are to be made. PAYMENT An amount paid to us by you that we accept as consideration for the benefits provided by this Certificate. QUALIFIED CERTIFICATE A Certificate issued under a Qualified Plan. QUALIFIED PLANS Retirement plans, which receive favorable tax treatment under sections 401, 403, 408, 408A, 414 or 457, of the Internal Revenue Code of 1986, as amended. MVA SEPARATE ACCOUNT A non-registered separate account that we established within the General Account and in which we hold reserves for our guarantees under the Certificate. Our other General Account assets are also available to meet the guarantees under the Certificate and our other general obligations. The assets of the MVA Separate Account are subject to the liabilities that arise out of the other business that we conduct. SUBSEQUENT GUARANTEE PERIOD A period of time beginning on the day following expiry of the immediately preceding Guarantee Period.
PART 2: GENERAL PROVISIONS ENTIRE CERTIFICATE This Certificate is an agreement between the Owner(s) and the Company. The entire Certificate consists of this Certificate, any Riders, Endorsements, Specifications Pages and application, if one is attached. The benefits and values available under this Certificate are not less than the minimum required by any statute of the state in which this Certificate is delivered. We have filed a detailed statement of the method used to calculate the benefits and values with the Department of Insurance in the state in which this Certificate is delivered, if required by law. You may also have access to (i) information for you or a member of your family, regarding elder care needs and questions, either directly or through a third party arrangement, and (ii) assistance that may help you identify various elder care service agencies available in your community. MODIFICATION Only the President, a Vice President, or the Secretary of the Company has authority to agree on our behalf to any alteration of the Certificate or to any waiver of our rights or requirements. The alteration or waiver must be in writing. We will not change or modify this Certificate without your consent except as may be required to make it conform to any applicable law or regulation or any ruling issued by a government agency; or unless we have reserved the right to change the terms herein. CHANGE IN MATURITY DATE Prior to the Maturity Date, an Owner may request in writing a change of the Maturity Date. Any extension of the Maturity Date will be subject to our approval. 09MVAGRP Page 4 ASSIGNMENT You may assign this Certificate, except as otherwise provided, at any time prior to the Maturity Date. Your interest, any interest of the Annuitant and of any revocable Beneficiary shall be subject to the terms of the assignment. We will not be on notice of any assignment unless it is in writing. We will not be liable for any payments made or actions we take before the assignment is accepted by us. An absolute assignment will revoke the interest of any revocable Beneficiary. We assume no responsibility for the validity or sufficiency of any assignment. If this Certificate is issued in a tax qualified plan, this Certificate is subject to assignment restrictions for Federal Income Tax purposes. In such event, this Certificate shall not be sold, assigned, discounted, or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose, to any person other than us. CLAIMS OF CREDITORS All benefits and payments under this Certificate shall be exempt from the claims of creditors of the Certificate Owner to the extent permitted by law. MISSTATEMENT AND PROOF OF AGE, SEX OR SURVIVAL We may require proof of age, sex or survival of any person upon whose age, sex or survival an Annuity Payment depends. If the age or sex of the Annuitant has been misstated, the benefits will be those which the Annuity Payment would have provided for the correct age and sex. If we have made incorrect Annuity Payments, the amount of any underpayment will be paid immediately. The amount of any overpayment will be deducted from future Annuity Payments. We will uniformly charge or credit interest in accordance with state law, as applicable. NON-PARTICIPATING Your Certificate is non-participating and will not share in our profits or surplus earnings. We will pay no dividends on your Certificate. CANCELLATION FOR MINIMUM ACCOUNT VALUE If, as a result of any partial withdrawal, the Account Value would be reduced to less than the Minimum Account Value, indicated on the Specifications Page, we may cancel this Certificate and pay you the amount equal to that which would be paid as a result of a Total Withdrawal, as described in Part 8, "Withdrawals". REPORTS We will send you any reports required by law. CURRENCY AND PLACE OF PAYMENTS All payments made to or by us shall be made in the lawful currency of the United States of America at the Annuity Service Office or elsewhere if we consent. NOTICES AND ELECTIONS To be effective, all notices and elections you make under this Certificate must be in writing, signed by you and received by us at the Annuity Service Office. Unless otherwise provided in this Certificate, all notices, requests and elections will be effective when received by us at our Annuity Service Office, complete with all necessary information and your signature. ISSUE STATE This Certificate will be governed by the laws of the jurisdiction indicated on the Specifications Page. SECTION 72(s) The provisions of this Certificate shall be interpreted so as to comply with the requirements of Section 72(s) of the Internal Revenue Code. 09MVAGRP Page 5 PART 3: OWNER, BENEFICIARY OWNER The Owner of this Certificate shall be the person, persons or entity designated on the Specifications Page unless otherwise changed by you in writing. If amounts become payable to the Beneficiary under this Certificate, the Beneficiary becomes the Owner of this Certificate. BENEFICIARY Upon the death of the Owner, any surviving Owner will become the Beneficiary. If there is no surviving Owner, the Beneficiary will be as designated on the Specifications Page, unless otherwise changed during the Owner's lifetime. If no such Beneficiary is living, the Beneficiary is the "Contingent Beneficiary". If no Beneficiary or Contingent Beneficiary is living, the Beneficiary is the estate of the deceased Owner. CHANGE OF OWNER, ANNUITANT, BENEFICIARY Subject to the rights of an irrevocable Beneficiary, you may request to change the Owner, Annuitant, or Beneficiary by sending us notice in writing. Any such request must be received at our Annuity Service Office and approved by us. If we approved a change of Beneficiary, it will take effect on the date the request is signed. If we approve a change of Owner or Annuitant, it will take effect on the date we received the request at the Annuity Service Office. The Annuitant may not be changed after the Maturity Date. You need not send us the Certificate unless we request it. We will not be liable for any payments or actions we take before we approve the change. If any Annuitant is changed and any Owner is not an individual, the entire interest in the Certificate must be distributed to the Owner within five years of the change. PART 4: PAYMENT The Certificate is not effective until Payment is received by us at our Annuity Service Office or such other place as we may designate. The Payment deposited into the Certificate can not exceed the Maximum Payment shown on the Specifications Page. Upon request we will consider, applying nondiscriminatory financial factors, waiving any of the above conditions. ALLOCATION OF NET PAYMENT When we receive the Payment, the Net Payment will be allocated to the Initial Guarantee Period as shown on the Specifications Page. PART 5: GUARANTEE PERIOD, SUBSEQUENT GUARANTEE PERIODS GUARANTEE PERIOD The Guarantee Period may be either the Initial Guarantee Period or a Subsequent Guarantee Period. We allocate the Payment to the Initial Guarantee Period elected and shown on the Specifications Page. Thereafter, any allocation of your Account Value will be in a Subsequent Guarantee Period then available under this Certificate. The Initial Guarantee Period is measured from the Certificate Date. All Subsequent Guarantee Periods are measured from the first day following the last day of the immediately preceding Guarantee Period. 09MVAGRP Page 6 SUBSEQUENT GUARANTEE PERIODS At least 15 days, but not more than 45 days prior to the expiration of the initial Guarantee Period and any Subsequent Guarantee Period, we will provide you with a written notice of the expiry of the Guarantee Period and notice of the Subsequent Guarantee Periods available. Unless we receive written instructions from You selecting a Subsequent Guarantee Period from those then available, upon expiration of any Guarantee Period, a Subsequent Guarantee Period of one year will commence. If a one year Guarantee Period is not available, you will be placed in the next shortest available Guarantee Period. Any Subsequent Guarantee Period will begin the day after the expiration of the immediately proceeding Guarantee Period. We do not subject an amount to a Market Value Adjustment when it is applied to a Subsequent Guarantee Period. If your Subsequent Guarantee Period extends beyond the Maturity Date shown on the Specifications Page, your Maturity Date will be extended to the last day of that Subsequent Guarantee Period. In no event will you be permitted to elect a Subsequent Guarantee Period longer than the shortest Guarantee Period ending on or after the Maximum Maturity Date shown on the Specifications Page. PART 6: MARKET VALUE ADJUSTMENT (MVA) FORMULA Any amounts withdrawn or converted to Annuity Payments on any date other than the period 30 days after the expiration of the Guarantee Period may be adjusted upward or downward by the application of a Market Value Adjustment Factor described below. The Market Value Adjustment Factor is determined by the following formula: [(1+i)/(1+j+k)]/(n/12) Where i, j, k and n are defined as follows: i = guaranteed rate in effect for the current Guarantee Period for this Certificate j = rate offered on a Guarantee Period equal to number of months remaining in the current Guarantee Period, as of the date your request is processed. For purposes of this calculation, months remaining will be rounded up to the next nearest whole number. If a rate for this duration is not available (for new purchases), the Company will declare a rate solely for this purpose that is consistent with rates for durations that are currently available k = Adjustment Factor, as indicated on the Specifications Page n = number of months from date that any amounts withdrawn or converted to Annuity Payments are processed to the end of your current Guarantee Period. In the case of partial months, n is rounded up to the next month. The amount of Market Value Adjustment, if any, upon withdrawal is specified in Part 8, "Withdrawals." The Market Value Adjustment is equal to A x (B-1) where A is the amount subject to adjustment, and B is the Market Value Adjustment factor above. The Market Value Adjustment may be positive or negative. The detailed description of the Market Value Adjustment has been filed with the Superintendent. PART 7: INTEREST ON ACCOUNT VALUE The Account Value is the value of the amount allocated to the Guarantee Period, reduced by any Gross Withdrawal Amounts and reduced by any other applicable charges described in the Certificate and accumulated with interest. The Account Value will accumulate at a rate of interest determined by us and in effect on the date the amount is allocated to the Guarantee Period. The Initial Guaranteed Interest Rate is shown on the Specification Page. The Initial 09MVAGRP Page 7NY Guaranteed Interest Rate may vary based on the amount of the Payment allocated to the Guarantee Period and will apply throughout the Initial Guarantee Period. At the commencement of any Subsequent Guarantee Period, the interest rate credited will be at least equal to our declared interest rate then in effect for new policies of the same size with Guarantee Periods of the same duration commencing at the beginning of the Subsequent Guarantee Period. All such declared interest rates will be expressed on an annual effective basis and will never be less than the guaranteed minimum interest rate required by law, if any. The interest credited on any given day will be a rate which, if compounded daily for one year, would equal the applicable declared interest rate. PART 8: WITHDRAWALS You may withdraw part or all of the Account Value at any time before the earlier of the death of an Owner or Annuitant if the Owner is a non natural person or the Maturity Date by sending us a notice in writing. We will not defer payment more than six months beyond the date we receive such notice. If we defer payment for more than 10 days, the amount deferred will earn interest at a rate not less than the minimum required by law. FREE WITHDRAWAL AMOUNT The Free Withdrawal Amount will equal the greater of a) the annual Required Minimum Distribution amount for Owners of Qualified Certificates aged 70 1/2 or more or b) the amount of any interest credited to the Account Value during the 12 months prior to the date of your request, less any Gross Withdrawal Amount(s) taken during this 12 month period. TOTAL WITHDRAWAL Upon receipt of your request to withdraw all of your Account Value, we will terminate the Certificate and we will pay you the following amount: F + [(A-F) x M] -W, WHERE: F = the Free Withdrawal Amount; A = the Account Value, reduced by any applicable Annual Fee; M = the Market Value Adjustment Factor; W = the Withdrawal Charge. PARTIAL WITHDRAWAL(S) You may withdraw less than your entire Account Value. However, requests for amounts in excess of the Free Withdrawal Amount are subject to a Withdrawal Charge, a Market Value Adjustment and will be determined using the following calculation: F + [(G -F) x M] -W, WHERE: F = the Free Withdrawal Amount; G = the Gross Withdrawal Amount; M = the Market Value Adjustment Factor; W = the Withdrawal Charge. We do not restrict the frequency of withdrawals. However, the Gross Withdrawal Amount withdrawn must be no less than the Minimum Partial Withdrawal Amount shown on the Certificate's Specifications Pages. Any withdrawal which would reduce the Account Value to less than the Minimum Account Value, indicated on the Specifications Page, may be treated as a request for a Total Withdrawal of your Account Value. 09MVAGRP Page 8NY WITHDRAWAL CHARGE If a withdrawal is made from the Certificate prior to the Maturity Date, a Withdrawal Charge may be assessed against the portion of the Account Value being withdrawn. The amount of the Withdrawal Charge and when it is assessed is discussed below 1) The Free Withdrawal Amount is defined above and may be withdrawn free of a Withdrawal Charge and is not subject to a Market Value Adjustment. 2) Any amounts withdrawn in excess of the Free Withdrawal Amount will be subject to a Withdrawal Charge, if any. The Withdrawal Charge is determined by multiplying the Gross Withdrawal Amount less any annual administration fee and Free Withdrawal Amount by the applicable Withdrawal Charge percentage shown on the Specifications Page. 3) No Withdrawal Charge will apply to withdrawals made at the end of a Guarantee Period as described in "Part 5: Guarantee Period, Subsequent Guarantee Period". A request for withdrawal at the end of a Guarantee Period must be received in writing during the 30 day period immediately following the end of that Guarantee Period. PART 9: FEES AND DEDUCTIONS ANNUAL FEE To compensate us for assuming certain administrative expenses, we may charge an Annual Fee as set forth on the Specifications Page. Prior to the Maturity Date, the Annual Fee is deducted from the Account Value on each Certificate Anniversary. If the Account Value is totally withdrawn on any date other than the Certificate Anniversary, we will deduct the total amount of the Annual Fee from the amount paid. After the Maturity Date, the Annual Fee is deducted on a pro rata basis from each Annuity Payment. TAXES We may charge certain taxes against your Payment, Account Value, payment of Death Benefit, or Annuity Payments (either at the time of Payment, full withdrawal, or when Annuity Payments commence), as appropriate. Such taxes may include premium taxes or other taxes levied by any government entity which we determine have resulted from the establishment or maintenance of the MVA Separate Account, or from the receipt by us of Payments, or from the issuance of this Certificate, or from the commencement or continuance of Annuity Payments under this Certificate. PART 10: DEATH BENEFITS DEATH BEFORE MATURITY DATE If any Owner dies prior to the Maturity Date (or date Annuity Payments begin, if earlier) the Death Benefit will be equal to the Account Value, as of the date on which written notice and proof of death and all required claim forms are received in good order at the Company's Annuity Service Office. On the death of the last surviving Annuitant, the Owner becomes the new Annuitant, if the Owner is an individual. If any Owner is a non natural person, the death of an Annuitant is treated as the death of an Owner. If the co-Owner predeceases the Owner, the Owner will be treated as the Beneficiary. The Beneficiary may continue the Certificate as the Owner, subject to the requirements of Section 72(s) of the Internal Revenue Code. If the Certificate cannot continue under Section 72(s), or if the Beneficiary elects not to continue the Certificate, the Death Benefit will be distributed under one of the following provisions: (i) as an Annuity Option as described within Part 11: "Annuity Payments"; or (ii) over the life of the Beneficiary, or over a period not to extend beyond the life expectancy of the Beneficiary, with all such distributions beginning within one year from the date of the Owner's Death; or 09MVAGRP Page 9NY (iii) the entire interest in the Certificate must be distributed within five (5) years of the Owner's Death; or 09MVAGRP Page 10NY (iv) in one lump sum. Withdrawal Charges will be waived on any withdrawals under (ii), (iii) or (iv). If the Beneficiary dies before distributions under (ii) or (iii) are complete, the remaining Death Benefit must be distributed in a lump sum immediately. If there is more than one Beneficiary, the foregoing provisions will independently apply to each Beneficiary. The Certificate will terminate if the Death Benefit is taken in one sum. If the Beneficiary decides to continue the Certificate as the Owner, subject to Section 72(s), the new Owner must carry out the current Guarantee Period and thereafter, applicable Market Value Adjustments will apply to amounts withdrawn as described under the Certificate. Such amounts may be adjusted upward or downward by the application of a Market Value Adjustment Factor. Subject to the rights of an irrevocable Beneficiary, the new Owner in such instance may name a new Beneficiary and, if no Beneficiary is so named, the decedent Beneficiary's estate will be the Beneficiary. If the Certificate is held as part of a Qualified Plan, the terms of your Qualified Plan Endorsement form will control. We will permit the Owner to limit the Death Benefit option(s) to be offered to any named Beneficiary, if the Owner provides notice in writing to the Company prior to death and the desired option(s) is one provided for in this Certificate. DEATH BENEFIT ON OR AFTER MATURITY DATE On or after the date Annuity Payments begin, if the Annuitant dies, the Death Benefit will depend on the Annuity Option selected in accordance with Part 11: "Annuity Payments". PROOF OF DEATH Proof of death is required upon the death of the Annuitant or the Owner. Proof of death is one of the following received at the Annuity Service Office: a) A certified copy of a death certificate. b) A certified copy of a decree of a court of competent jurisdiction as to the finding of death. c) Any other proof satisfactory to us. PART 11: ANNUITY PAYMENTS GENERAL Any amounts payable under this Certificate may be converted to Annuity Payments in accordance with one or more of the Annuity Options described below, subject to any restrictions of Internal Revenue Code section 72(s). Once Annuity Payments commence, the Annuity Option and the Annuitant may not be changed. We will pay annuity benefits in the form of Annuity Payment(s) on the life of the Annuitant, to the Payee, if living, on the Maturity Date. Annuity Payments will commence on or after the Maturity Date and continue for the period of time provided for under the Annuity Option you elect. MATURITY DATE On the Maturity Date or other date elected to commence Annuity Payments, we will convert the Account Value adjusted by any Market Value Adjustment as described in Part 6 of this Certificate, into Annuity Payments. The amount used to determine the first Annuity Payment will be measured as of a date not more than 10 business days prior to the Maturity Date. Only a Certificate Value of $5,000 or more may be applied to one of the annuity payment options offered. If the amount of the first annuity payment would be less than our minimum requirements then in effect, we may make a single payment, adjusted by any Market Value Adjustment as described in Part 6 of this Certificate, on the date the first payment is payable. This single payment is in place of all other benefits provided by this Certificate. 09MVAGRP Page 11 CALCULATION USED TO DETERMINE ANNUITY PAYMENT(S) The amount of each Annuity Payment is determined by applying the amounts which will be converted to Annuity Payment(s) to the appropriate table(s) identified by this Certificate. We guarantee the dollar amount of each Annuity Payment. Annuity Payments will never be less than that available by applying the Account Value adjusted by any Market Value Adjustment as described in Part 6 of this Certificate, to buy a single premium immediate annuity then offered by us, or by one of our affiliated companies if we do not offer a single premium immediate annuity. DESCRIPTION OF ANNUITY OPTIONS The following annuity payment options are available under this Certificate for a single life: a. Life Annuity with a Guaranteed Period of 5, 10, or 20 Years. Under this option we will make payments for the guaranteed period elected, and as long thereafter as the Annuitant lives. b. Life Annuity. Under this option, we will make payments throughout the lifetime of the Annuitant. No further payments will be made after the death of the Annuitant. c. A single sum or any other option which we may make available including joint lives. ALTERNATIVE ANNUITY OPTIONS Instead of settlement in accordance with the Annuity Options described above, you may choose an alternate form of settlement acceptable to us. Once Annuity Payments commence, the form of settlement may not be changed. ANNUITY PAYMENT INTERVALS You may elect to receive your Annuity Payments monthly, quarterly, semi-annually or annually. 09MVAGRP Page 12 TABLE OF PAYMENT RATES The rates shown below are guaranteed minimum rates. The actual rates that we will apply will be the greater of these guaranteed minimum rates and the current rates in effect at the time Annuity Payments begin. Information regarding our current rates will be available to any Owner upon request. MONTHLY ANNUITY PAYMENT RATE TABLE
AGE OF MEASURING LIFE ANNUITY WITH GUARANTEED PERSON ON BIRTHDAY PERIOD NEAREST DATE -------------------------------------------- OF FIRST PAYMENT 5 YEARS 10 YEARS 20 YEARS LIFE ANNUITY - ------------------ ------- -------- -------- ------------ 55 3.07 3.05 3.00 3.07 56 3.14 3.13 3.07 3.14 57 3.21 3.20 3.13 3.22 58 3.29 3.28 3.20 3.30 59 3.38 3.36 3.27 3.39 60 3.47 3.45 3.34 3.48 61 3.57 3.54 3.42 3.58 62 3.67 3.64 3.50 3.68 63 3.78 3.74 3.58 3.79 64 3.89 3.85 3.66 3.91 65 4.02 3.97 3.74 4.03 66 4.15 4.09 3.83 4.17 67 4.29 4.22 3.91 4.31 68 4.44 4.36 4.00 4.46 69 4.60 4.50 4.08 4.63 70 4.78 4.66 4.17 4.81 71 4.96 4.82 4.25 5.00 72 5.16 4.99 4.32 5.21 73 5.38 5.17 4.40 5.44 74 5.61 5.36 4.47 5.69 75 5.83 5.56 4.53 5.95 76 6.13 5.76 4.59 6.24 77 6.41 5.97 4.64 6.55 78 6.71 6.18 4.69 6.89 79 7.03 6.40 4.73 7.25 80 7.38 6.62 4.77 7.65 81 7.74 6.83 4.80 8.08 82 8.13 7.04 4.82 8.55 83 8.54 7.25 4.84 9.06 84 8.97 7.45 4.86 9.61 85 9.41 7.63 4.87 10.21 86 9.87 7.80 4.88 10.86 87 10.33 7.96 4.89 11.57 88 10.80 8.10 4.90 12.32 89 11.26 8.23 4.90 13.12 90 11.71 8.35 4.91 13.96 91 12.15 8.45 4.91 14.84 92 12.57 8.54 4.91 15.75 93 12.97 8.62 4.91 16.69 94 13.35 8.69 4.91 17.66 95 and over 13.73 8.75 4.91 18.67
These rates are based on the Annuity 2000 mortality table for Females projected for improvement using projection scale G. Interest is at an annual effective rate of 1.5%. 09MVAGRP Page 13 Communications about this annuity Certificate may be sent to the Company at its Servicing Office. Single Payment Modified Guarantee Deferred Annuity Non-Participating Amounts withdrawn under this Certificate may be subject to a Withdrawal Charge and a Market Value Adjustment JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK (JOHN HANCOCK(R) LOGO) A STOCK LIFE INSURANCE COMPANY 09MVAGRP Printed in the U.S.A. EX-99.4(B)(I) 4 b76342a1exv99w4xbyxiy.txt SPECIMEN SINGLE PAYMENT MODIFIED GUARANTEED DEFERRED ANNUITY APPLICATION . . . Exhibit 4(b)(i) (JOHN HANCOCK(R) LOGO) FOR USE IN NEW YORK ONLY JOHN HANCOCK ANNUITIES JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK [P.O. Box 9506, Portsmouth, NH 03802-9506] (1) [Overnight mail: 164 Corporate Drive, Portsmouth, NH 03801-6815] (2) [800-551-2078 www.jhannuitiesnewyork.com] (3) Home Office: Valhalla, NY [MVA Product Application] (4) SINGLE PAYMENT MODIFIED GUARANTEED DEFERRED ANNUITY 1 EXPECTED INITIAL PREMIUM Expected Initial Premium Expected initial premium includes any assets coming from another financial institution (i.e., 1035 $ ______________________ exchange, qualified plan rollover, etc.) Amount of actual premium received will appear in the delivered contract/certificate. 2 OWNER (oldest) ____________________________________________________________________________________ [ ] Male [ ] Female [ ] Trust/Entity Name (First, Middle, Last or Name of Trust/Entity) __________________________ _______________________________________________________ ________________________________________ Date of Birth (mm/dd/yyyy) Social Security Number/Tax Identification Number Email Address ____________________________________________________________________________________ ________________________________________ Mailing Address City, State, Zip ____________________________________________________________________________________ ________________________________________ Residential Address (required if different from mailing or address is PO Box) Client Brokerage Account Number CO-OWNER ____________________________________________________________________________________ [ ] Male [ ] Female [ ] Trust/Entity Name (First, Middle, Last or Name of Trust/Entity) __________________________ _______________________________________________________ ________________________________________ Date of Birth (mm/dd/yyyy) Social Security Number/Tax Identification Number Email Address ____________________________________________________________________________________ ________________________________________ Mailing Address City, State, Zip ____________________________________________________________________________________ Residential Address (required if different from mailing or address is PO Box) 3 ANNUITANT (Applicable for Nonnatural Owners and Nonqualified plans if different from Owner) ____________________________________________________________________________________ [ ] Male [ ] Female [ ] Trust/Entity Name (First, Middle, Last or Name of Trust/Entity) __________________________ _______________________________________________________ ________________________________________ Date of Birth (mm/dd/yyyy) Social Security Number/Tax Identification Number Email Address ____________________________________________________________________________________ ________________________________________ Mailing Address City, State, Zip ____________________________________________________________________________________ Residential Address (required if different from mailing or address is PO Box) CO-ANNUITANT (if different from co-owner) ____________________________________________________________________________________ [ ] Male [ ] Female [ ] Trust/Entity Name (First, Middle, Last or Name of Trust/Entity) __________________________ _______________________________________________________ ________________________________________ Date of Birth (mm/dd/yyyy) Social Security Number/Tax Identification Number Email Address ____________________________________________________________________________________ ________________________________________ Mailing Address City, State, Zip ____________________________________________________________________________________ Residential Address (required if different from mailing or address is PO Box)
156-MVA-09 Page 1 of 4 MVAAPPEXNY 8/09 [MVA Product Application] 4 BENEFICIARIES If a co-owner was selected in Section 2, the surviving owner will be the primary beneficiary. THE PRIMARY Contingent beneficiaries receive proceeds only if all primary beneficiaries pre-decease the BENEFICIARIES AND CONTINGENT owner. If you wish to restrict the death payment options for any of the beneficiaries listed BENEFICIARIES MUST EACH EQUAL below, please complete the Restricted Beneficiary Payout form located on www.jhannuities.com 100% OF PROCEEDS. PLEASE USE WHOLE PERCENTAGES ONLY. Beneficiary will be the Owner's estate if left blank. PRIMARY BENEFICIARY CONTINGENT BENEFICIARY (optional) 1 Name: Name: Relationship: Relationship: Percentage allocated: _____________ % Percentage allocated: _____________ % 2 Name: Name: Relationship: Relationship: Percentage allocated: _____________ % Percentage allocated: _____________ % NOTE: TO NAME ADDITIONAL BENEFICIARIES, PLEASE USE THE SPACE IN SPECIAL INSTRUCTIONS (SECTION 7). 5 TYPE OF ANNUITY PLAN TYPE: TAX-QUALIFIED PLANS: [ ] Qualified [ ] Nonqualified [ ] IRA ________ (Tax Year) [ ] Roth IRA ________ (Tax Year) [ ] IRA Rollover [ ] IRA Transfer [ ] Other ___________________________________________________ 6 GUARANTEED PERIOD (PLEASE CHECK ONE. CHECK AVAILABILITY, NOT ALL GUARANTEE PERIODS MAY BE AVAILABLE.) [[ ] 3-Year [ ] 5-Year [ ] 7-Year [ ] 10-Year] (5) 7 SPECIAL INSTRUCTIONS (WRITE IN) OR OPTIONAL RIDERS
Page 2 of 4 MVAAPPEXNY 8/09 [MVA Product Application] 8 ADDITIONAL STATE DISCLOSURES [FOR APPLICANTS IN ALL STATES EXCEPT AK, AZ, CO, DE, DC, FL, ID, IN, KY, MD, ME, NE, NJ, NM, OH, OK, OR, PA, TN, VA, VT, WA: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. FOR AK APPLICANTS: A person who knowingly and with intent to injure, defraud, or deceive an insurance company files a claim containing false, incomplete, or misleading information may be prosecuted under state law. FOR AZ APPLICANTS: On written request, the Company is required to provide you, within a reasonable time, factual information regarding the benefits and provisions of your annuity contract. If, for any reason you are not satisfied with your annuity contract, you may return it within ten days, OR WITHIN THIRTY DAYS IF YOU ARE SIXTY-FIVE YEARS OF AGE OR OLDER ON THE DATE OF THE APPLICATION FOR YOUR ANNUITY CONTRACT, after the contract is delivered and receive a refund of all monies paid. For your protection, state law required the following statements to appear on this form. Any person who knowingly presents a false or fraudulent claim for payment of a loss is subject to criminal and civil penalties. FOR CO APPLICANTS: It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. FOR DE, ID, IN, OK APPLICANTS: Any person who knowingly and with intent to injure, defraud, or deceive an insurance company files a statement of claim containing false, incomplete, or misleading information is guilty of a felony. FOR DC APPLICANTS: WARNING: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant. FOR FL APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO INJURE, DEFRAUD, OR DECEIVE ANY ISSUER FILES A STATEMENT OF CLAIM OR AN APPLICATION CONTAINING ANY FALSE, INCOMPLETE, OR MISLEADING INFORMATION IS GUILTY OF A FELONY OF THE THIRD DEGREE. FOR KY, NE, PA APPLICANTS: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. FOR MD APPLICANTS: Any person who knowingly and willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly and willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. FOR ME, TN, VA, WA APPLICANTS: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines or a denial of insurance benefits. FOR NJ APPLICANTS: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties. FOR NM APPLICANTS: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to civil fines and criminal penalties. FOR OH RESIDENTS: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. (6) FOR OR, VT RESIDENTS: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance may be guilty of a crime and may be subject to fines and confinement in prison.] 9 MILITARY SALES Is the annuitant or owner an active member of the U.S. Armed Forces? [ ] Yes* [X] No (default) * If you answered "Yes", please complete and attach a "Military Personnel Financial Services Disclosure" form (available on www.jhannuities.com). This product is not specifically designed for or marketed to active duty military personnel. Applications not complying with our military sales procedures will not be accepted.
Page 3 of 4 MVAAPPEXNY 8/09 [MVA Product Application] 10 ACKNOWLEDGMENTS/SIGNATURES STATEMENT OF APPLICANT: I/We agree that the contract/certificate I/we have applied for shall not take effect until the later of: (1) the issuance of the contract/certificate, or (2) receipt by the company at its Annuity Service Office of the first payment required under the contract/certificate. The information herein is true and complete to the best of my/our knowledge and belief and is correctly recorded. [ ] YES* [ ] NO Does the annuitant or owner have existing individual life insurance policies or annuity contracts? [ ] YES* [ ] NO Will this contract replace or change any existing life insurance or annuity in this or any other company? * If you answered "YES" to either question, please complete below and attach a state replacement form (if applicable). Please see reference guide in the forms booklet. ____________________________________________ ______________________ [ ] Annuity [ ] Life Insurance Issuing Company Contract Number I/WE UNDERSTAND THAT UNLESS I/WE ELECT OTHERWISE, THE MATURITY DATE WILL BE THE ANNUITANT'S 95TH BIRTHDAY ALTERNATE MATURITY DATE_____________________________. I/WE ACKNOWLEDGE RECEIPT OF THE CURRENT PROSPECTUS AND UNDERSTAND THAT BECAUSE OF THE MARKET VALUE ADJUSTMENT PROVISION OF THE CONTRACT/CERTIFICATE THE AMOUNT I RECEIVE UPON WITHDRAWAL OR ANNUITIZATION MAY VARY FROM THE REPORTED ACCOUNT VALUE. I/WE CONFIRM A REVIEW OF MY/OUR INVESTMENT OBJECTIVES, TAX, LIQUIDITY, AND FINANCIAL STATUSES WAS OFFERED TO ME/US. I/WE HAVE READ THE APPLICABLE FRAUD STATEMENT CONTAINED IN THE STATE DISCLOSURES SECTION. TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE STATEMENTS IN THIS APPLICATION ARE TRUE AND COMPLETE. I/WE AM/ARE EITHER A CITIZEN OR RESIDENT ALIEN OF THE UNITED STATES OF AMERICA. SIGN HERE OWNER: -------------------------------------------- ____________________________________ __________ Signature City, State (signed in) Date SIGN HERE CO-OWNER: -------------------------------------------- ____________________________________ __________ Signature City, State (signed in) Date SIGN ANNUITANT: -------------------------------------------- ____________________________________ __________ HERE (If different from owner) Signature City, State (signed in) Date SIGN CO-ANNUITANT: -------------------------------------------- ____________________________________ __________ HERE (If different from co-owner) Signature City, State (signed in) Date 11 FINANCIAL ADVISOR INFORMATION A. CERTIFICATION: I HAVE TRULY AND ACCURATELY RECORDED THE INFORMATION PROVIDED BY THE APPLICANT AND I HAVE DETERMINED THAT THE ANNUITY CONTRACT/CERTIFICATE APPLIED FOR IS A SUITABLE INVESTMENT FOR THE APPLICANT. [ ] YES [ ] NO Does the annuitant or owner have existing individual life insurance policies or annuity contracts? [ ] YES [ ] NO Will this contract/certificate replace or change any existing life insurance or annuity in this or any other company? [B. OPTION [ ] A [ ] B [ ] C (If left blank, option will default to your firm's Selling Agreement.)] (7) IF YES, COMPLETE APPLICABLE STATE REPLACEMENT FORMS. __________________________________________________ ________________________________________ _______________________________ Printed name Telephone Number State License ID __________________________________________________ ________________________________________ _______________________________ SIGN Broker/Dealer Firm Broker/Dealer Rep Number Email Address HERE -------------------------------------------------- Signature
Page 4 of 4 MVAAPPEXNY 8/09 EX-99.4(D) 5 b76342a1exv99w4xdy.txt SUBORDINATED MVA GUARANTEE SUBORDINATED MVA GUARANTEE SUBORDINATED MVA GUARANTEE (the "Subordinated Guarantee") dated as of July 15, 2009, by MANULIFE FINANCIAL CORPORATION, a corporation organized under the laws of Canada (the "Guarantor"), in connection with certain deferred fixed annuity contracts (hereinafter, the "Contracts") issued by JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK, a corporation existing under the laws of the State of New York ("JHNY"). WITNESSETH: WHEREAS, JHNY will be the issuer of Contracts that will offer holders thereof the option to earn a guaranteed fixed return for specified periods, which would result in such holders receiving certain guarantee period interests; and WHEREAS, the offer and sale of certain of such guarantee period interests by JHNY will be registered under the Securities Act of 1933 by JHNY and the issuance of this Subordinated Guarantee will be registered under the Securities Act of 1933 by the Guarantor; and WHEREAS, this Subordinated Guarantee uses the term "Guarantee Period" to refer to any of the aforementioned specified periods that are applicable to guarantee period interests that are sold pursuant to such a registered offering and commence on or after the date hereof; and WHEREAS, this Subordinated Guarantee is intended to enable JHNY to be exempt from filing certain periodic reports under the Securities Exchange Act of 1934, which will relieve JHNY of costs and inconvenience; and WHEREAS, as the indirect owner of all of JHNY's outstanding stock, the Guarantor also will indirectly benefit from JHNY's exemption from reporting; NOW, THEREFORE, in consideration of the premises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor hereby agrees as follows: SECTION 1. Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees, as a principal and not merely as a surety, the full and punctual payment when due of all amounts payable by JHNY from a Guarantee Period to any holder, owner, annuitant or beneficiary under any Contract creating such interest, to any successor, legatee, heir, or assignee of any such person, to any other account or option under the Contract, or to any other account of any such person (all of the foregoing persons, accounts and options being referred to herein as "Payees"). For this purpose, amounts payable by JHNY to a Payee from a Guarantee Period (a) upon a full or partial transfer, withdrawal, surrender, annuitization, loan or other similar removal of assets prior to maturity of a Guaranty Period will be the net amount of assets so removed, after (i) increase for any interest or positive market value adjustment that would be credited to a Payee under the terms of the Contract for the transaction in question and (ii) reduction for any interest, fees, charges, outstanding loans, and negative market value adjustments that would be charged against a Payee under the terms of the Contract for the transaction in question; or (b) upon payment of any other amount as a consequence of the death of any owner, holder, or annuitant under a Contract, will be an amount equal to the Contract's account value then allocated to one or more Guarantee Periods, increased by any accrued but uncredited interest attributable thereto. SECTION 2. Gross Up. All payments made by the Guarantor to any Payee under this Subordinated Guarantee shall be made in full, free of and without withholding or deduction for, or on account of, any present or future Canadian Taxes (as defined below) (other than Excluded Taxes, as defined below) unless the withholding or deduction of such taxes by the Guarantor is required by law or by the administration or interpretation of such law and provided that, if the Guarantor shall be required by law to deduct or withhold any Canadian Taxes (other than Excluded Taxes) from or in respect of any payment or sum payable to the Payees, the payment or sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts payable under this Section) the Payee receives an amount equal to the sum it would have received if no deduction or withholding had been made (the "Guarantor Additional Amounts"), and the Guarantor shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. For the purposes of this Section, "Canadian Taxes" means "any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Canada, or any province, territory or political subdivision thereof, or any authority therein or thereof having power to tax" and "Excluded Taxes" means any Canadian Taxes which are imposed on a Payee with respect to any Contract: (a) by or on behalf of a Payee who is liable for such taxes, duties, assessments or governmental charges in respect of such Contract (i) by reason of his being a person with whom JHNY or the Guarantor is not dealing at arm's length for the purposes of the Income Tax Act (Canada), or (ii) by reason of his having a connection with Canada or any province or territory thereof other than the mere holding, use or ownership or deemed holding, use or ownership of such Contract; (b) by or on behalf of a Payee who would not be liable for or subject to such withholding or deduction by making a claim for exemption to the relevant tax authority; or (c) more than 10 days after the Relevant Date (as defined below) except to the extent that the Payee thereof would have been entitled to Guarantor Additional Amounts on presenting the same for payment on the last day of such period of 10 days. For the purposes of this Section, "Relevant Date" means the date on which such payment first becomes due. 2 SECTION 3. Guarantee Absolute. The Guarantor agrees that this Subordinated Guarantee is a guarantee of payment and not of collection or collectibility, and that the obligations of the Guarantor hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of JHNY under the Contracts, or by operation of law or otherwise; (ii) any modification, amendment, supplement, endorsement or rider to the Contracts; (iii) any change in the corporate existence, structure or ownership of JHNY, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting JHNY or its assets or any resulting release or discharge of any obligation of JHNY contained in the Contracts; (iv) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against JHNY, or any other person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim or with respect to obligations of the Guarantor other than obligations hereunder; (v) any invalidity or unenforceability relating to or against JHNY for any reason under the Contracts, or any provision of applicable law or regulation purporting to prohibit the payment by JHNY of any amount payable by JHNY under the Contracts; or (vi) any other act or omission to act or delay of any kind by JHNY or any other person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder. SECTION 4. Representations and Warranties. The Guarantor hereby represents and warrants that: (a) Authorization; No Contravention. The execution, delivery and performance by the Guarantor of this Subordinated Guarantee is within the Guarantor's powers, has been duly authorized by all necessary action, requires no action by or in respect of, or filing with, any governmental body, agency or official to be effective and does not contravene, or constitute a default under, any provision of applicable law or regulation, as amended from time to time, or the Letters Patent of Incorporation or by-laws of the Guarantor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Guarantor or result in or require the creation or imposition of any lien on any asset of the Guarantor. 3 (b) Binding Effect. This Subordinated Guarantee constitutes a valid and binding agreement of the Guarantor, enforceable against the Guarantor in accordance with its terms. SECTION 5. Enforcement of Guarantee. Without limiting any other provision of this Subordinated Guarantee, in no event shall any Payee have any obligation to proceed against JHNY or any other person or property before seeking satisfaction from the Guarantor. Any Payee may enforce the Subordinated Guarantee directly against the Guarantor, subject to no preconditions other than failure by JHNY to pay when due any guaranteed amount. SECTION 6. Waiver. Without limiting any other provision of this Subordinated Guarantee, the Guarantor hereby irrevocably waives promptness, diligence, or notice of acceptance hereof, presentment, demand, protest and any and all other notice not provided for herein and any requirement that at any time a Payee or any other person exhaust any right or take any action against JHNY and any other circumstances whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of the Guarantor or that might otherwise limit recourse against the Guarantor. SECTION 7. Compliance with Regulation S-X. This Subordinated Guarantee shall be interpreted in such a manner that the Subordinated Guarantee will be "full and unconditional" as those words are used in Rule 3-10 of Regulation S-X of the United States Securities and Exchange Commission, as currently in effect, and as they may be amended from time to time. Payees shall automatically have any additional rights and remedies against the Guarantor that may be necessary to yield that result. SECTION 8. No Waiver; Remedies. No failure on the part of a Payee to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 9. Continuing Guarantee; Reinstatement in Certain Circumstances. This Subordinated Guarantee is a continuing guarantee and the Guarantor's obligations hereunder shall (i) remain in full force and effect until the indefeasible payment in full of all amounts payable by JHNY from all Guarantee Periods and (ii) be binding upon the Guarantor and its successors and assigns. If at any time any payment by JHNY of any amounts payable by JHNY from any Guarantee Period is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of JHNY or otherwise, the Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. SECTION 10. Termination. The Guarantor may terminate this Subordinated Guarantee as it would apply to any Guarantee Period commencing after the effective termination date (the "Termination Date") by giving written notice to JHNY and the holders of outstanding Contracts at least 14 days prior to the effective Termination Date 4 specified in such notice. The termination of this Subordinated Guarantee with respect to Guarantee Periods commencing after the effective Termination Date shall not in any way affect, modify, alter or amend the Guarantor's continuing obligations with respect to Guarantee Periods commencing prior to the effective Termination Date. SECTION 11. Successor Guarantor. In the event of any amalgamation or consolidation by the Guarantor with or merger by the Guarantor into any other corporation or any transaction involving the transfer of all or substantially all of the Guarantor's assets to any corporation or other entity and which as a matter of law or contract results in the successor corporation or entity becoming bound by or assuming the Guarantor's obligations under this Subordinated Guarantee, such successor corporation or other entity formed by such amalgamation or consolidation or into which the Guarantor is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Subordinated Guarantee, with the same effect as if it had been named herein as the Guarantor, and thereafter, the predecessor corporation or entity shall be relieved of all obligations and covenants under this Subordinated Guarantee. SECTION 12. Stay of Time Of Payment. Without limiting any other provision of this Subordinated Guarantee, if the time for payment of any amount payable by JHNY under a Contract is stayed upon the insolvency, bankruptcy or reorganization of JHNY, all such amounts otherwise subject to payment under the terms of this Subordinated Guarantee shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Payee. SECTION 13. Subordination. The obligations under this Subordinated Guarantee shall be unsecured obligations of the Guarantor, and shall be subordinated in right of payment in the event of bankruptcy, liquidation, dissolution, winding up or reorganization, or upon the acceleration of any senior indebtedness of the Guarantor and shall be subordinate in right of payment to the prior payment in full of all other obligations of the Guarantor except for other guarantees or obligations of the Guarantor which by their terms are designated as ranking equally in right of payment with or subordinate to this Subordinated Guarantee. SECTION 14. Governing Law. This Subordinated Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 15. Agent for Service; Submission to Jurisdiction: Waiver of Immunities. The Guarantor: (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed John Hancock Life Insurance Company of New York, 100 Summit Lake Drive, 2nd Floor, Valhalla, New York 10595, as authorized agent for service (the "Agent for Service") upon whom process may be served in any legal action or proceeding against it arising out of or in connection with this Subordinated Guarantee that may be instituted in any state or federal court located in the Borough of Manhattan, The City of New York, the State of New York (a "New York Court"); (ii) acknowledges that the Agent for Service has accepted such designation; and (iii) agrees 5 that service of process upon the Agent for Service shall be deemed in every respect effective service of process upon the Guarantor in any such action or proceeding. The Guarantor irrevocably: (i) agrees that any legal action or proceeding against it arising out of or in connection with this Subordinated Guarantee or for recognition or enforcement of any judgment rendered against it in connection with this Subordinated Guarantee may be brought in any New York Court; (ii) agrees that by execution and delivery of this Subordinated Guarantee, the Guarantor hereby irrevocably accepts and submits to the non-exclusive jurisdiction of any New York Court in personam, generally and unconditionally with respect to any such action or proceeding for itself and in respect of its property, assets and revenues; (iii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding brought in any New York Court and any claim that any such action or proceeding has been brought in an inconvenient forum. SECTION 16. Severability. Any provision of this Subordinated Guarantee which is illegal, invalid, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability without invalidating the remaining provisions hereof and any such illegality, invalidity, prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 17. Entire Agreement. This Subordinated Guarantee embodies the entire undertaking of the Guarantor with respect to the subject matter hereof and supersedes any prior written or oral agreements and understandings relating to the subject matter hereof. 6 IN WITNESS WHEREOF, the Guarantor has caused this Subordinated Guarantee to be duly executed and delivered by its officer thereunto duly authorized as an instrument under seal as of the date first above written. MANULIFE FINANCIAL CORPORATION By: /S/ Peter Levitt ------------------------------------ Name: Peter Levitt Title: SVP & Treasurer IN WITNESS WHEREOF, the Guarantor has caused this Subordinated Guarantee to be duly executed and delivered by its officer thereunto duly authorized as an instrument under seal as of the date first above written. MANULIFE FINANCIAL CORPORATION By: /S/ Peter Rubenovitch ------------------------------------ Name: Peter Rubenovitch Title: SEVP & CFO EX-99.5(A)(I) 6 b76342a1exv99w5xayxiy.txt OPINION OF DYKEMA GOSSETT REGARDING THE VALIDITY OF THE SUBORDINATED GUARANTEE (DYKEMA LOGO) Dykema Gossett PLLC Franklin Square, Third Floor West 1300 I Street N.W. Washington, DC 20005 WWW.DYKEMA.COM Tel: (202) 906-8600 Fax: (202) 906-8669 July 16, 2009 Manulife Financial Corporation 200 Bloor Street East Toronto, Ontario Canada M4W 1E5 Re: Subordinated Guarantee of Market Value Adjustment Interests Contained in Modified Annuity Contracts Ladies and Gentlemen: We have acted as special United States legal counsel to Manulife Financial Corporation, a Canadian corporation ("MFC") and indirect parent of John Hancock Life Insurance Company of New York, a New York stock life insurance company (the "Company"), in connection with the preparation of a joint Registration Statement on Form F-3 (the "Registration Statement") filed by MFC and the Company with the Securities and Exchange Commission (the "Commission") on May 8, 2009, as amended through the date of this opinion. The Registration Statement relates to (i) the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"), of the Company's modified guaranteed annuity contracts (the "Contracts") that contain market value adjustment interests (the "MVAIs") in an aggregate amount not to exceed U.S. $500 million, and (ii) the full and unconditional subordinated guarantee by MFC of the Company's payment obligations with respect to the MVAIs. The MVAIs are to be issued under the forms of Contracts between the Company and its customers and guaranteed by MFC pursuant to the terms of a Subordinated Guarantee dated July 15, 2009 (the "Subordinated Guarantee"). A form of the Contracts and the Subordinated Guarantee have been filed as exhibits to the Registration Statement. In rendering the opinion set forth in this opinion letter, we have reviewed such questions of law as we have considered necessary and appropriate and have examined and relied upon originals or copies of the following: (a) the Registration Statement; (b) a form of the Contracts; and California | Illinois | Michigan | Texas | Washington D.C. (DYKEMA LOGO) Manulife Financial Corporation July 16, 2009 Page 2 (c) a form of the Subordinated Guarantee. We have been furnished with and examined originals or copies, certified or otherwise identified to our satisfaction, of such records of MFC, agreements and other instruments, certificates of officers and representatives of MFC, certificates of public officials and other documents as we have deemed relevant under the circumstances as a basis for the opinions hereinafter expressed. For purposes of this opinion letter, we have assumed, without independent verification: (i) the genuineness of all signatures on all documents; (ii) the legal capacity of each natural person signing any document reviewed by us, (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such copies; (v) the correctness and accuracy of all facts set forth in all certificates, reports and agreements; (vi) that all parties to the documents reviewed by us (other than MFC) have full power and authority to execute, to deliver and to perform their obligations under such documents and under the documents required or permitted to be delivered and performed thereunder; and (viii) that all such documents have been duly authorized by all necessary action, have been duly executed by such parties, have been duly delivered by such parties and are valid, binding and enforceable obligations of the parties thereto. We do not express any opinion as to the laws of any jurisdictions other than the United States and the State of New York. Insofar as the opinion expressed herein relates to matters governed by the laws of Canada, we have relied upon the opinion of Torys LLP, special legal counsel in Canada for MFC, dated July 16, 2009, filed as Exhibit 5(b) to the Registration Statement. No opinion is expressed with respect to the qualification of the Subordinated Guarantee under the securities or "blue-sky" laws of any state, including the State of New York, or any foreign jurisdiction. This opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. We express no opinion with respect to any question of choice of law. Based upon and subject to the foregoing and the other qualifications and limitations stated in this opinion letter, we are of the opinion that, when the MVAIs have been issued and sold in accordance with the terms of Contracts and the Subordinated Guarantee, MFC's obligations under the Subordinated Guarantee with respect to such MVAIs will be legal, valid and binding obligations of MFC. The opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the enforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a California | Illinois | Michigan | Texas | Washington D.C. (DYKEMA LOGO) Manulife Financial Corporation July 16, 2009 Page 3 party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws. For purposes of the opinion rendered above, we have assumed at or prior to the time of the delivery of the Contracts: (i) the Board of Directors (or the relevant equivalent) of MFC shall have duly approved, authorized and executed the Subordinated Guarantee, and such authorization shall not have been modified or rescinded; (ii) the Registration Statement shall have been declared effective, and such effectiveness shall not have been terminated or rescinded; and (iii) there shall not have occurred any change in law affecting the validity or enforceability of the Subordinated Guarantee. We have also assumed that none of the terms of the Subordinated Guarantee, nor the issuance and delivery of such security, nor the compliance of MFC with the terms of the Subordinated Guarantee will violate any applicable law or result in a violation of any provision of any instrument or agreement then biding upon MFC or any restriction imposed by any court or governmental body having jurisdiction over MFC. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this opinion under the caption "Legal Opinions" in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. The opinion set forth herein has been furnished by us, as special United States legal counsel to MFC, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and, except as provided in the immediately preceding paragraph, may not be used, circulated or quoted for any purpose or otherwise referred to or relied upon by any person without our prior written consent, provided that Torys LLP may rely upon this opinion in connection with its opinion filed as Exhibit 5(b) of the Registration Statement. This opinion is as of the date hereof, and we undertake no obligation to revise or supplement this opinion should any law in effect be changed by legislative action, judicial decision or otherwise or should any status on the date hereof change with the lapse of time. Very truly yours, /s/ Dykema Gossett PLLC California | Illinois | Michigan | Texas | Washington D.C. EX-99.5(A)(II) 7 b76342a1exv99w5xayxiiy.txt OPINION OF DYKEMA GOSSETT PLLC REGARDING THE LEGALITY OF THE MVA (DYKEMA LOGO) Dykema Gossett PLLC Franklin Square, Third Floor West 1300 I Street N.W. Washington, DC 20005 WWW.DYKEMA.COM Tel: (202) 906-8600 Fax: (202) 906-8669 July 16, 2009 John Hancock Life Insurance Company of New York 100 Summit Lake Drive Second Floor Valhalla, NY 10595 Re: Offering of Modified Guaranteed Annuity Contracts Containing Market Value Adjustment Interests Ladies and Gentlemen: We have acted as special counsel to John Hancock Life Insurance Company of New York, a New York stock insurance company (the "Company"), in connection with the preparation of a joint Registration Statement on Form F-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") on May 8, 2009, as amended through the date of this opinion, by Manulife Financial Corporation, a Canadian corporation and indirect parent of the Company ("MFC"), and the Company. The Registration Statement relates to (i) the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"), of modified guaranteed annuity contracts (the "Contracts") that contain market value adjustment interests (the "MVAIs") in an aggregate amount not to exceed $500 million, and (ii) the full and unconditional subordinated guarantee by MFC of the Company's payment obligations with respect to the MVAIs. The MVAIs are to be issued under the forms of Contracts between the Company and its customers and guaranteed by MFC pursuant to the terms of a Subordinated Guarantee dated July 15, 2009 (the "Subordinated Guarantee"). A form of the Contracts and the Subordinated Guarantee have been filed as exhibits to the Registration Statement. In rendering the opinion set forth in this opinion letter, we have reviewed such questions of law as we have considered necessary and appropriate and have examined and relied upon originals or copies of the following: (a) the Registration Statement; (b) a form of the Contracts; (c) a form of the Subordinated Guarantee; California | Illinois | Michigan | Texas | Washington D.C. (DYKEMA LOGO) John Hancock Life Insurance Company of New York July 16, 2009 Page 2 (d) the Company's Articles of Incorporation, as currently in effect; (e) the Company's Bylaws, as currently in effect; (f) the Certificate of Incorporation of the Company executed by the Superintendent of Insurance of the State of New York (the "Superintendent") pursuant to Section 1201(a)(6) of the New York Insurance Law, as amended, as currently in effect; (g) the Company's License to do an insurance business in the state of New York, issued by the Superintendent, as currently in effect; (h) Certificates of Good Standing and Compliance with respect to the Company, issued by the Superintendent; and (i) resolutions adopted by the Executive Committee of the Board of Directors of the Company (the "Board"), and ratified by the Board, relating to the issuance of the Contracts, the filing of the Registration Statement and related matters. We have been furnished with and examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, agreements and other instruments, certificates of officers and representatives of the Company, certificates of public officials and other documents as we have deemed relevant under the circumstances as a basis for the opinions hereinafter expressed. For purposes of this opinion letter, we have assumed, without independent verification: (i) the genuineness of all signatures on all documents; (ii) the legal capacity of each natural person signing any document reviewed by us; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such copies; (v) the correctness and accuracy of all facts set forth in all certificates, reports and agreements; (vi) that all parties to the documents reviewed by us (other than the Company) have full power and authority to execute, to deliver and to perform their obligations under such documents and under the documents required or permitted to be delivered and performed thereunder; and (vii) that all such documents have been duly authorized by all necessary action, have been duly executed by such parties, have been duly delivered by such parties and are valid, binding and enforceable obligations of the parties thereto. We do not express any opinions as to the laws of any jurisdictions other than the United States and the State of New York. No opinion is expressed with respect to the qualification of the Contracts under the securities or "blue-sky" laws of any state, including the State of New York, or any foreign jurisdiction. The Contracts may be issued from time to time on a delayed or continuous basis, but this opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. We express no opinion with respect to any question of choice of law. California | Illinois | Michigan | Texas | Washington D.C. (DYKEMA LOGO) John Hancock Life Insurance Company of New York July 16, 2009 Page 3 Based upon and subject to the foregoing and the other qualifications and limitations stated in this opinion letter, we are of the opinion that: the MVAIs, when issued and sold in accordance with the terms of Contracts, will be legal, valid and binding obligations of the Company. The opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the enforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to the opinion set forth herein under the caption "Legal Opinions" in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. The opinion set forth herein has been furnished by us, as special counsel to the Company, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and, except as provided in the immediately preceding paragraph, may not be used, circulated or quoted for any purpose or otherwise referred to or relied upon by any person without our prior written consent. This opinion is as of the date hereof, and we undertake no obligation to revise or supplement this opinion should any law in effect be changed by legislative action, judicial decision or otherwise or should any status on the date hereof change with the lapse of time. Very truly yours, /s/ Dykema Gossett PLLC California | Illinois | Michigan | Texas | Washington D.C. EX-99.5(B) 8 b76342a1exv99w5xby.txt OPINION OF TORYS LLP EXHIBIT 5(b) July 16, 2009 Manulife Financial Corporation 200 Bloor Street East Toronto, Ontario Canada M4W 1E5 Dear Sirs/Mesdames: RE: GUARANTEE OF JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK MVAIS We act in Canada for Manulife Financial Corporation, a Canadian corporation ("MFC") and indirect parent of John Hancock Life Insurance Company of New York, a New York corporation (the "Company"). This opinion is being delivered to you in connection with the joint Registration Statement on Form F-3 (the "Registration Statement") filed by MFC and the Company with the Securities and Exchange Commission (the "Commission") on July 16, 2009. The Registration Statement relates to (a) the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"), of up to an aggregate of $500,000,000 of the Company's market value adjustment interests (the "MVAIs") under deferred annuity contracts (the "Contracts"), and (b) the full and unconditional subordinated guarantee by MFC of the Company's payment obligations with respect to the portion of the Contracts selected by the holders to earn a guaranteed fixed return for a specified period. The MVAIs are to be (i) issued under forms of the Contracts between the Company and its customers; and (ii) guaranteed by MFC pursuant to the terms of a Subordinated Guarantee dated July 15, 2009 by MFC (the "Subordinated Guarantee"). A form of the Contracts and the Subordinated Guarantee are being filed as exhibits to the Registration Statement. As such counsel, we have participated in the preparation of (i) the portions of the Registration Statement relating to MFC and the Subordinated Guarantee, and (ii) the Subordinated Guarantee, and, where applicable, have examined executed copies of such documents. We have made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we have considered necessary or relevant for the purposes of the opinions hereinafter expressed, including, (i) MFC's letters patent, as currently in effect, (ii) MFC's by-laws, as currently in effect, (iii) resolutions adopted by the Board of Directors of MFC relating to the filing of the Registration Statement, authorization of the Subordinated Guarantee and related matters, (iv) a certificate of an officer of MFC as to certain factual matters (the "MFC Officer's Certificate"), and (v) a certificate of confirmation dated July 15, 2009 (the "Certificate of Confirmation") in respect of MFC pursuant to the Insurance Companies Act (Canada) (the "ICA"). -2- For the purposes of this opinion, we have assumed, with respect to all documents examined by us, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, telecopied or photostatic copies. We have also assumed that the Certificate of Confirmation continues to be accurate as of the date hereof. We have relied upon the certificates referred to above with respect to the accuracy of the factual matters contained therein; while we have not performed any independent check or verification of such factual matters, nothing has come to our attention during our participation with respect to the Registration Statement which leads us to believe such certificates are incorrect. We have also assumed that the Subordinated Guarantee is enforceable by holders, owners, annuitants and beneficiaries under the Contracts despite the fact that such persons are not party to the Subordinated Guarantee. The Subordinated Guarantee is expressed to be governed by the laws of the State of New York ("New York Law"). We have not considered the legal effect of the terms of the Subordinated Guarantee under New York Law, we have made no investigation into such law as a basis for the opinions expressed herein and we do not express any opinion relating to the Subordinated Guarantee under New York Law. This opinion is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein, including the rules and regulations thereunder, as in effect on the date hereof. Insofar as the opinions expressed herein relate to matters governed by the laws of the United States of America or the State of New York, we have relied upon the opinion of Dykema Gossett PLLC, counsel in the United States for MFC and the Company, dated July 16, 2009, filed as Exhibit 5(a) to the Registration Statement. In giving the opinion in paragraph 1 as to the corporate existence of MFC, we have relied exclusively on the Certificate of Confirmation and MFC Officer's Certificate. The opinions set forth in paragraphs 4 and 5 below are subject to the following exceptions, limitations and qualifications, as applicable: (i) the effect of bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws of general application affecting the enforcement of the rights and remedies of creditors generally; (ii) the availability of equitable remedies is in the discretion of a court of competent jurisdiction; (iii) the unenforceability under certain circumstances, under applicable law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iv) we express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws; (v) we express no opinion as to the enforceability in any particular circumstance, of any provisions of the Subordinated Guarantee which provide for the severability of illegal or unenforceable provisions; (vi) we express no opinion as to the enforceability of, nor as to the manner in which an Ontario court would interpret and apply, any provision of the Subordinated Guarantee which refers to, incorporates by reference, or requires compliance with, any law, statute, rule or regulation of New York Law or of the United States of America; and (vii) under the Currency Act (Canada), an Ontario Court may only award judgment in Canadian dollars. Such judgment may be based on a rate of exchange determined in accordance with section 121 of the Courts of Justice Act (Ontario), which rate of exchange may be the rate in existence on a day other than the day of payment of such judgment. Where an opinion is expressed to be to our knowledge, it is based solely on our current actual knowledge acquired after a review of our active files relating to MFC and consideration by those partners and associates of our firm who have been directly involved in this transaction or who are involved in other active files for MFC, but without further independent investigation or inquiry. -3- Based on and subject to the foregoing, we are of the opinion that: 1. MFC has been incorporated and is existing under the ICA. 2. MFC has the corporate power and capacity to enter into and perform its obligations under the Subordinated Guarantee. 3. The Subordinated Guarantee has been duly authorized by MFC. 4. If an action or proceeding were brought in a court of competent jurisdiction in the Province of Ontario (an "Ontario Court") to enforce the Subordinated Guarantee and the Ontario Court were to apply the laws of Ontario to govern and interpret the Subordinated Guarantee (either because the Ontario Court finds that Ontario law is the proper law of the Subordinated Guarantee contrary to its express provisions which stipulate that it will be governed and interpreted by New York Law or because New York Law is not proven to the Ontario Court in such action), when each of the Contracts has been issued and sold in accordance with the terms of the Contracts and the Subordinated Guarantee, MFC's obligations under the Subordinated Guarantee with respect to such Contracts would constitute legal, valid and binding obligations of MFC, enforceable against MFC in accordance with the terms of the Subordinated Guarantee. 5. The laws of the Province of Ontario and the federal laws of Canada applicable therein permit an action to be brought in an Ontario Court on a final and conclusive judgment in personam for a fixed sum of money of a State or Federal Court in the Borough of Manhattan, City and State of New York (a "New York Court") that is subsisting and unsatisfied respecting the enforcement of the Subordinated Guarantee and that is not impeachable as void or voidable under New York Law if: (a) such judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcement thereof would not be inconsistent with public policy as such term is applied by an Ontario Court, or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments, laws and directives having effect on competition in Canada; (b) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue or penal laws; (c) the action to enforce such judgment is commenced within the applicable limitation period; and (d) a court rendering such judgment had jurisdiction over MFC as recognized by the courts of the Province of Ontario (in our opinion, submission under the provisions of the Subordinated Guarantee to the non-exclusive jurisdiction of a New York Court will be sufficient for this purpose). Based on the facts of which we have knowledge, in our opinion, there are no reasons under the laws of the Province of Ontario or the federal laws of Canada applicable therein for avoiding recognition of judgments of a New York Court under the Subordinated Guarantee based on public policy, as that term is applied by an Ontario Court. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the reference to this opinion under the captions "Legal Opinions" and "Enforcement of Judgments" and to the reference to our firm name under the caption "Enforcement of Judgments" in the prospectus filed as part of the Registration Statement for the registration of the MVAIs and the Subordinated Guarantee. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required by the Securities Act. -4- Yours truly, /s/ TORYS LLP DAS//RJC//JR EX-99.23(A) 9 b76342a1exv99w23xay.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR MANULIFE FINANCIAL CORP EXHIBIT 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the caption "Experts" and to the incorporation by reference in Pre-Effective Amendment No. 1 to the Registration Statement on Form F-3 of Manulife Financial Corporation and John Hancock Life Insurance Company of New York pertaining to John Hancock Life Insurance Company of New York's market value adjustment interests under deferred annuity contracts and Manulife Financial Corporation's subordinated guarantee relating thereto of our reports (a) dated March 17, 2009 (except as to Note 22 (e) which is as of May 8, 2009), with respect to the consolidated financial statements of Manulife Financial Corporation as at December 31, 2008 and 2007 and for the years then ended and the effectiveness of internal control over financial reporting of Manulife Financial Corporation as at December 31, 2008; and (b) dated March 18, 2008 (except as to Note 23 (e) which is as of May 8, 2009), with respect to the consolidated financial statements of Manulife Financial Corporation as at December 31, 2007 and 2006 and for the years then ended and the effectiveness of internal control over financial reporting of Manulife Financial Corporation as at December 31, 2007, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ---------------------------------------- Toronto, Canada Chartered Accountants July 16, 2009 Licensed Public Accountants EX-99.24(B) 10 b76342a1exv99w24xby.txt POWERS OF ATTORNEY EXHIBIT 24(b) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Lynne Patterson, Emanuel Alves, John Danello, Scott A. Lively, Arnold R. Bergman, Thomas J. Loftus and David S. Pickett, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, placed and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Date: ------------ /s/ Marianne Harrison Director May 30, 2009 - ------------------------------------- MARIANNE HARRISON /s/ Neil M. Merkl Director May 30, 2009 - ------------------------------------- NEIL M. MERKL /s/ Bradford J. Race, Jr. Director May 30, 2009 - ------------------------------------- BRADFORD J. RACE, JR.
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