As filed with the Securities and Exchange Commission on November 26, 2008.
File Nos. 333-155653
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Pre-Effective Amendment No. 1
to
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
MANULIFE FINANCIAL JOHN HANCOCK VARIABLE LIFE
CORPORATION (EXACT NAME OF EACH REGISTRANT AS INSURANCE COMPANY
SPECIFIED IN ITS CHARTER)
CANADA (STATE OR OTHER JURISDICTION OF MASSACHUSETTS
INCORPORATION OR ORGANIZATION)
98-0361647 (I.R.S. EMPLOYER IDENTIFICATION 04-2664016
NUMBER)
200 BLOOR STREET EAST (ADDRESS AND TELEPHONE NUMBER OF EACH 601 CONGRESS STREET
TORONTO, ONTARIO REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) BOSTON, MASSACHUSETTS 02110-2805
CANADA, M4W 1E5 (617) 663-3000
(416) 926-3000
RICHARD A. LOCOCO, ESQ. ARNOLD R. BERGMAN, ESQ.
MANULIFE FINANCIAL CORPORATION THOMAS J. LOFTUS, ESQ.
200 BLOOR STREET EAST (NAME, ADDRESS AND TELEPHONE JOHN HANCOCK VARIABLE LIFE
TORONTO, ONTARIO NUMBER OF AGENT FOR SERVICE) INSURANCE COMPANY
CANADA M4W 1E5 601 CONGRESS STREET
(416) 926-3000 BOSTON, MASSACHUSETTS 02210-2805
(617) 663-3000
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COPIES TO:
ANDREW J. BECK STEPHEN E. ROTH
TORYS LLP SUTHERLAND, ASBILL & BRENNAN, LLP
237 PARK AVENUE 1275 PENNSYLVANIA AVENUE, NW
NEW YORK, NEW YORK 10017 WASHINGTON, DC 20004-2415
(212) 880-6000 (202) 383-0100
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
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If 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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SECURITY (2) PRICE (2) REGISTRATION FEE
------------------------------------ -------------- ---------------- ------------------ ----------------
Market value adjustment interests
under deferred annuity contracts $50,000,000 100% 100% (3)
Subordinated guarantee relating to
market value adjustment interests
under deferred annuity contracts None
(1) An indeterminate number or amount of market value adjustment interests
under deferred annuity contracts of John Hancock Variable Life Insurance
Company that may from time to time be issued at indeterminate prices, in
U.S. dollars. In no event will the aggregate maximum offering price of all
securities issued pursuant to this registration statement exceed
$50,000,000.
(2) Estimated solely for the purpose of determining the amount of the
registration fee.
(3) Pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended
(the "Securities Act"), the securities registered hereunder represent
unsold securities previously registered in such issuer's Registration
Statement on Form F-3 (File Nos. 333-124224 and 333-124224-01), filed
on April 21, 2005 (the "Prior Registration Statement"). In connection with
such Prior Registration Statement, the issuers paid a filing fee of
$5,885 with respect to such unsold securities. The filing fee paid in
connection with such Prior Registration Statement shall continue to apply
to the unsold securities and no filing fee in respect to such unsold
securities is due hereunder. Pursuant to Rule 457(n) under the Securities
Act, no separate fee for the subordinated guarantees is payable.
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.
EXPLANATORY NOTE
The purpose of this Pre-Effective Amendment No. 1 is to amend the fee
table of the previously filed registration statement to conform to the "Filing
Guidance for Companies Replacing Expiring Shelf Registration Statements in
Accordance with Securities Act Rules 415(a)(5) and (6)" issued by the
Securities and Exchange Commission on November 21, 2008.
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 to 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; and
- any actions which were in breach of compliance with MFC policy.
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.
II-1
John Hancock Variable Life Insurance Company
Pursuant to Article X of the By-Laws of John Hancock Variable Life Insurance
Company (JHVLICO) and Section 67 of the Massachusetts Business Corporation Law,
JHVLICO indemnifies each director, former director, officer, and former officer,
and his or her heirs and legal representatives from liability incurred or
imposed in connection with any legal action in which he or she may be involved
or threatened by reason of any alleged act or omission as an officer or a
director of JHVLICO. No indemnification shall be paid if a director or officer
is finally adjudicated not to have acted in good faith in the reasonable belief
that his or her action was in the best interest of JHVLICO. JHVLICO may pay
expenses incurred in defending an action or claim in advance of its final
disposition, but only upon receipt of an undertaking by the person indemnified
to repay such amounts if he or she should be determined not to be entitled to
indemnification.
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 JHVLICO.
ITEM 9. EXHIBITS
Exhibit Description
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1 (a) Form of Distribution Agreement by and among Signator Investors
Inc. (previously known as "John Hancock Distributors, Inc."),
John Hancock Life Insurance Company (formerly known as "John
Hancock Mutual Life Insurance Company"), and John Hancock
Variable Life Insurance Company, incorporated by reference from
Exhibit 1.A(3)(a) to Pre-Effective Amendment No. 2 to Form S-6
Registration Statement of John Hancock Variable Life Account S
(File No. 333-15075), filed April 22, 1997.
1 (b) Specimen Variable Contracts Selling Agreement between Signator
Investors, Inc., and selling broker- dealers, incorporated by
reference from Exhibit 1.A(3)(b) to Pre-Effective Amendment No. 2
to Form S-6 Registration Statement of John Hancock Variable Life
Account S (File No. 333-15075), filed April 22, 1997.
4 (a) Form of group deferred combination fixed and variable annuity
contract, incorporated by reference from Exhibit 4(a) to Form N-4
Registration Statement of John Hancock Variable Annuity Account
JF (File No. 333-84769), filed August 9, 1999.
4 (b) Form of group deferred combination fixed and variable annuity
certificate, incorporated by reference from Exhibit 4(b) to Form
N-4 Registration Statement of John Hancock Variable Annuity
Account JF (File No. 333-84769), filed August 9, 1999.
4 (c) Form of Waiver of Withdrawal Charge Rider, incorporated by
reference from Exhibit 4(d) to Pre-Effective Amendment No. 1 to
Form N-4 Registration Statement of John Hancock Variable Annuity
Account JF (File No. 333-81127), filed August 9, 1999.
4 (d) Form of Guaranteed Retirement Income Benefit Rider, incorporated
by reference from Exhibit 4(e) to Pre- Effective Amendment No. 1
to Form N-4 Registration Statement of John Hancock Variable
Annuity Account JF (File No. 333-81127), filed August 9, 1999.
4 (e) Form of Accumulated Value Enhancement Rider, incorporated by
reference from Exhibit 4(g) to Pre- Effective Amendment No. 1 to
Form N-4 Registration Statement of John Hancock Variable Annuity
Account JF (File No. 333-81127), filed August 9, 1999.
4 (f) Form of Death Benefit Enhancement Rider, incorporated by
reference from Exhibit 4(f) to Post-Effective Amendment No. 6 to
Form S-1 Registration Statement of John Hancock Variable Life
Insurance Company (File No. 33-64945), filed April 16, 2002.
4 (g) Form of Earnings Enhanced Death Benefit Rider, incorporated by
reference from Exhibit 4(g) to Post- Effective Amendment No. 6 to
Form S-1 Registration Statement of John Hancock Variable Life
Insurance Company (File No. 33-64945), filed April 16, 2002.
II-2
Exhibit Description
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4 (h) Form of contract application, incorporated by reference from
Exhibit 5 to Form N-4 Registration Statement of John Hancock
Variable Annuity Account JF (File No. 333-84769), filed August 9,
1999.
4 (i) Form of Guarantee Agreement dated as of December 30, 2002,
between John Hancock Financial Services, Inc. and John Hancock
Variable Life Insurance Company, incorporated by reference from
Form S-3 Registration Statement of John Hancock Variable Life
Insurance Company and John Hancock Financial Services, Inc. (File
No. 333-102743), filed January 27, 2003.
4 (j) Form of Subordinated Guarantee by Manulife Financial Corporation
in favor of certain holders of market value adjustment interests
under deferred annuity contracts issued by John Hancock Variable
Life Insurance Company, incorporated by reference from Exhibit
4(j) of combined MFC/JHVLICO Form F-3 Registration Statement
(File Nos. 333-124224 and 333-124224-01), filed April 21, 2005.
4 (k) Form of nursing home waiver of CDSL rider, incorporated by
reference from Exhibit 4(d) of Form N-4 Registration Statement of
John Hancock Variable Annuity Account JF (File No. 33-64947),
filed December 12, 1995.
4 (l) Form of one year stepped-up death benefit rider, incorporated by
reference from Exhibit 4(e) of Form N-4 Registration Statement of
John Hancock Variable Annuity Account JF (File No. 33-64947),
filed December 12, 1995.
4 (m) Form of accidental death benefit rider, incorporated by reference
from Exhibit 4(f) of Form N-4 Registration Statement of John
Hancock Variable Annuity Account JF (File No. 33-64947), filed
December 12, 1995.
*5 (a) Opinion of Chief Counsel regarding legality of the market value
adjustment interests under deferred annuity contracts being
registered.
*5 (b) Opinion of Chief Counsel regarding validity of the subordinated
guarantee.
*5 (c) Opinion of Torys LLP regarding validity under Canadian law of the
subordinated guarantee and enforceability of judgments.
*23 (a) Consent of independent auditors for Manulife Financial
Corporation.
*23 (b) Consent of independent auditors for John Hancock Variable Life
Insurance Company and John Hancock Variable Annuity Account JF.
*23 (c) Consent of Chief Counsel (included as part of its opinion filed
as Exhibit 5(a) and incorporated herein by reference).
*23 (d) Consent of Chief Counsel (included as part of its opinion filed
as Exhibit 5(b) and incorporated herein by reference).
*23 (e) Consent of Torys LLP (included as part of its opinion filed as
Exhibit 5(c) and incorporated herein by reference).
*24 (a) Powers of Attorney.
-----------
* Previously filed.
II-3
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) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic 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 purposes 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
II-4
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.
II-5
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 November 26, 2008.
MANULIFE FINANCIAL CORPORATION
By: /s/ Dominic D'Alessandro
------------------------------------
Name: Dominic D'Alessandro
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 November 26, 2008.
SIGNATURE TITLE
------------------------------------ ------------------------------------------
/s/ Dominic D'Alessandro President, Chief Executive Officer and
------------------------------------ Director (Principal Executive Officer)
Dominic D'Alessandro
/s/ Peter H. Rubenovitch Senior Executive Vice President and Chief
------------------------------------ Financial Officer (Principal Financial and
Peter H. Rubenovitch Accounting Officer)
* 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.
SIGNATURE TITLE
------------------------------------ ------------------------------------------
* Director
------------------------------------
Pierre Y. Ducros
* Director
------------------------------------
Scott M. Hand
* Director
------------------------------------
Robert J. Harding
* Director
------------------------------------
Luther S. Helms
* 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 H. Rubenovitch
-------------------------
Peter H. Rubenovitch
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, John Hancock
Variable Life Insurance Company 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 Boston, Commonwealth of
Massachusetts, on November 26, 2008.
JOHN HANCOCK VARIABLE LIFE INSURANCE
COMPANY
By: /s/ Lynne Patterson
------------------------------------
Name: Lynne Patterson
Title: VP and Chief Financial 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 November 26, 2008.
Signature Title
----------------------------------- ----------------------------------------
*
----------------------------------- Director and President
James R. Boyle (Principal Executive Officer)
/s/ Lynne Patterson
----------------------------------- Director, VP and Chief Financial Officer
Lynne Patterson (Principal Financial Officer)
*
----------------------------------- Vice President and Controller
Jeffery Whitehead (Principal Accounting Officer)
*
----------------------------------- Chairman
John D. DesPrez III
*
----------------------------------- Director
Jonathan Chiel
*
----------------------------------- Director
Scott Hartz
*
----------------------------------- Director
Hugh McHaffie
*
----------------------------------- Director
Warren A. Thomson
* By the signature set forth below, the undersigned, pursuant to the duly
authorized powers 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 November 26, 2008.
JOHN HANCOCK VARIABLE LIFE INSURANCE
COMPANY.
By: /s/ Jonathan Chiel
------------------------------------
Name: JONATHAN CHIEL
Title: EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL--JOHN HANCOCK
EXHIBIT INDEX
Exhibit Description
------- ----------------------------------------------------------------
1 (a) Form of Distribution Agreement by and among Signator Investors
Inc. (previously known as "John Hancock Distributors, Inc."),
John Hancock Life Insurance Company (formerly known as "John
Hancock Mutual Life Insurance Company"), and John Hancock
Variable Life Insurance Company, incorporated by reference from
Exhibit 1.A(3)(a) to Pre-Effective Amendment No. 2 to Form S-6
Registration Statement of John Hancock Variable Life Account S
(File No. 333-15075), filed April 22, 1997.
1 (b) Specimen Variable Contracts Selling Agreement between Signator
Investors, Inc., and selling broker-dealers, incorporated by
reference from Exhibit 1.A(3)(b) to Pre-Effective Amendment No.
2 to Form S-6 Registration Statement of John Hancock Variable
Life Account S (File No. 333-15075), filed April 22, 1997.
4 (a) Form of group deferred combination fixed and variable annuity
contract, incorporated by reference from Exhibit 4(a) to Form
N-4 Registration Statement of John Hancock Variable Annuity
Account JF (File No. 333-84769), filed August 9, 1999.
4 (b) Form of group deferred combination fixed and variable annuity
certificate, incorporated by reference from Exhibit 4(b) to Form
N-4 Registration Statement of John Hancock Variable Annuity
Account JF (File No. 333-84769), filed August 9, 1999.
4 (c) Form of Waiver of Withdrawal Charge Rider, incorporated by
reference from Exhibit 4(d) to Pre-Effective Amendment No. 1 to
Form N-4 Registration Statement of John Hancock Variable Annuity
Account JF (File No. 333-81127), filed August 9, 1999.
4 (d) Form of Guaranteed Retirement Income Benefit Rider, incorporated
by reference from Exhibit 4(e) to Pre-Effective Amendment No. 1
to Form N-4 Registration Statement of John Hancock Variable
Annuity Account JF (File No. 333-81127), filed August 9, 1999.
4 (e) Form of Accumulated Value Enhancement Rider, incorporated by
reference from Exhibit 4(g) to Pre-Effective Amendment No. 1 to
Form N-4 Registration Statement of John Hancock Variable Annuity
Account JF (File No. 333-81127), filed August 9, 1999.
4 (f) Form of Death Benefit Enhancement Rider, incorporated by
reference from Exhibit 4(f) to Post-Effective Amendment No. 6 to
Form S-1 Registration Statement of John Hancock Variable Life
Insurance Company (File No. 33-64945), filed April 16, 2002.
4 (g) Form of Earnings Enhanced Death Benefit Rider, incorporated by
reference from Exhibit 4(g) to Post-Effective Amendment No. 6 to
Form S-1 Registration Statement of John Hancock Variable Life
Insurance Company (File No. 33-64945), filed April 16, 2002.
4 (h) Form of contract application, incorporated by reference from
Exhibit 5 to Form N-4 Registration Statement of John Hancock
Variable Annuity Account JF (File No. 333-84769), filed August
9, 1999.
4 (i) Form of Guarantee Agreement dated as of December 30, 2002,
between John Hancock Financial Services, Inc. and John Hancock
Variable Life Insurance Company, incorporated by reference from
Form S-3 Registration Statement of John Hancock Variable Life
Insurance Company and John Hancock Financial Services, Inc.
(File No. 333-102743) filed January 27, 2003.
4 (j) Form of Subordinated Guarantee by Manulife Financial Corporation
in favor of certain holders of market value adjustment interests
under deferred annuity contracts issued by John Hancock Variable
Life Insurance Company, incorporated by reference from Exhibit
4(j) of combined MFC/JHVLICO Form F-3 Registration Statement
(File Nos. 333-124224 and 333-124224-01), filed April 21,2005.
Exhibit Description
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4 (k) Form of nursing home waiver of CDSL rider, incorporated by
reference from Exhibit 4(d) of Form N-4 Registration Statement
of John Hancock Variable Annuity Account JF (File No. 33-64947),
filed December 12, 1995.
4 (l) Form of one year stepped-up death benefit rider, incorporated by
reference from Exhibit 4(e) of Form N-4 Registration Statement
of John Hancock Variable Annuity Account JF (File No. 33-64947),
filed December 12, 1995.
4 (m) Form of accidental death benefit rider, incorporated by
reference from Exhibit 4(f) of Form N-4 Registration Statement
of John Hancock Variable Annuity Account JF (File No. 33-64947),
filed December 12, 1995.
*5 (a) Opinion of Chief Counsel regarding legality of the market value
adjustment interests under deferred annuity contracts being
registered.
*5 (b) Opinion of Chief Counsel regarding validity of the subordinated
guarantee.
*5 (c) Opinion of Torys LLP regarding validity under Canadian law of
the subordinated guarantee and enforceability of judgments.
*23 (a) Consent of independent auditors for Manulife Financial
Corporation.
*23 (b) Consent of independent auditors for John Hancock Variable Life
Insurance Company and John Hancock Variable Annuity Account JF.
*23 (c) Consent of Chief Counsel (included as part of its opinion filed
as Exhibit 5(a) and incorporated herein by reference).
*23 (d) Consent of Chief Counsel (included as part of its opinion filed
as Exhibit 5(b) and incorporated herein by reference).
*23 (e) Consent of Torys LLP (included as part of its opinion filed as
Exhibit 5(c) and incorporated herein by reference).
*24 (a) Powers of Attorney.
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* Previously filed.