```

[Federal Register Volume 72, Number 56 (Friday, March 23, 2007)]
[Notices]
[Pages 13829-13837]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E7-5315]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27752; File No. 812-13318]

John Hancock Life Insurance Company, et al.

March 19, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order of approval pursuant to 
Section 26(c) of the Investment Company Act of 1940, as amended (the 
``Act'').

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    Applicants: John Hancock Life Insurance Company (U.S.A.) (``John 
Hancock USA''), John Hancock Life Insurance Company (U.S.A.) Separate 
Account H (``Account H''), John Hancock Life Insurance Company of New 
York (``John Hancock New York'') and John Hancock Life Insurance 
Company of New York Separate Account A (``Account A'') (collectively 
the ``Applicants'').
SUMMARY: Applicants seek an order approving the substitution of shares 
of certain series of John Hancock Trust (``JHT'') for shares of certain 
series of other, unaffiliated, registered investment companies as 
described herein.
    Filing Date: The application was filed on July 31, 2006, and an 
amended and restated application was filed on March 8, 2007.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Secretary of 
the Commission and serving Applicants with a copy of the request 
personally or by mail. Hearing requests must be received by the 
Commission by 5:30 p.m. on April 13, 2007, and should be accompanied by 
proof of service on Applicants in the form of an affidavit or, for 
lawyers, a certificate of service. Hearing requests should state the 
nature of the requester's interest, the reason for the request, and the 
issues contested. Persons who wish to be notified of a hearing may 
request notification by writing to the Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549. Applicants, c/o Raymond A. O'Hara III, 
Blazzard & Hasenauer, P.C., 1375 Kings Highway East, Suite 220, 
Fairfield, CT 06824.

FOR FURTHER INFORMATION CONTACT: Alison T. White, Senior Counsel, or 
Joyce M. Pickholz, Branch Chief, Office of Insurance Products, Division 
of Investment Management, at (202) 551-6795.

SUPPLEMENTARY INFORMATION: The following is a summary of the amended 
and restated application. The complete application is available for a 
fee from the Public Reference Branch of the Commission, 100 F Street, 
NE., Washington, DC 20549 (202-551-8090).

Applicants' Representations

    1. 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.
    2. Account H is registered under the Act as a unit investment trust 
(File No. 811-4113). The variable annuity contracts funded by Account H 
that are affected by this application are Scudder Wealthmark Annuity 
(File Nos. 333-70728 and 333-70730) and Scudder Wealthmark ML3 Annuity 
(File No. 333-70850).
    3. John Hancock New York, 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.
    4. Account A is registered under the Act as a unit investment trust 
(File No. 811-6584). It is used to fund variable annuity contracts of 
John Hancock New York. The variable annuity contracts funded by Account 
A that are affected by this application are Scudder Wealthmark Annuity 
for New York (File Nos. 33-79112 and 33-46217) and Scudder Wealthmark 
ML3 Annuity for New York (File No. 333-83558).
    5. The individual and group variable annuity contracts affected by 
this application are collectively referred to as the ``Contracts.''
    6. Each of the Contracts permits its owners to allocate the 
Contract's accumulated value among numerous available Subaccounts, each 
of which invests in a different investment portfolio (``Fund'') of an 
underlying mutual fund.
    7. Each Contract permits its owner to transfer the Contract's 
accumulated value from one Subaccount to another Subaccount of the 
issuing Separate Account at any time, subject to certain potential 
restrictions and charges described in the Contracts and Prospectuses 
relating to the Contracts. To the extent that the Contracts contain 
restrictions or limitations on an owner's

[[Page 13830]]

right to transfer, such restrictions and limitations will be suspended 
in connection with the transfers as described in further detail 
elsewhere herein.
    8. Each Insurance Company reserves the right to make certain 
changes, including the right to substitute, for the shares held in any 
Subaccount, the shares of another Fund or the shares of another 
underlying mutual fund, as stated in each prospectus for the Contracts.
    9. Shares of JHT are sold exclusively to insurance company separate 
accounts to fund benefits under variable annuity contracts and variable 
life insurance policies sponsored by the Insurance Companies or their 
affiliates, and to employer pension and profit sharing plans. JHT is 
registered under the Act as an open-end management investment company 
of the series type, and its securities are registered under the 1933 
Act, File Nos. 002-94157/811-04146 and 33-02081/811-04490. John Hancock 
Investment Management Services, LLC (formerly, Manufacturers Securities 
Services, LLC) (``JHIMS''), is the investment adviser to JHT, and each 
series has its own subadviser.
    10. Each Insurance Company, on its behalf and on behalf of the 
Separate Accounts, proposes to make certain substitutions of shares of 
thirty-five funds (the ``Existing Funds'') held in the Subaccounts of 
its respective Separate Accounts with certain Series (the ``Replacement 
Funds'') of JHT as follows:

------------------------------------------------------------------------
             Existing funds                     Replacement funds
------------------------------------------------------------------------
AIM V.I. Utilities Fund--Series II.....  JHT Total Stock Market Index
                                          Trust--Series II.
DWS Blue Chip VIP--Series II, Class B
DWS Health Care VIP--Series I, Class B
DWS Technology VIP--Series II, Class B
The Dreyfus Socially Responsible Growth  JHT Quantitative All Cap Trust--
 Fund, Inc.--Service Class.               Series II.
DWS Dreman High Return Equity VIP--
 Series II, Class B
DWS Janus Growth and Income VIP--Series
 II, Class B
Alger American Leveraged AllCap          JHT All Cap Core Trust--Series
 Portfolio--Class S.                      II.
DWS Large Cap Value VIP--Series II,      JHT Quantitative Value Trust--
 Class B.                                 Series II.
DWS Davis Venture Value VIP--Series II,  JHT Fundamental Value Trust--
 Class B.                                 Series II.
DWS Dreman Small Cap Value VIP--Series   JHT Small Cap Index Trust--
 II, Class B.                             Series II.
DWS Small Cap Growth VIP--Series II,
 Class B
Alger American Balanced Portfolio--      JHT Index Allocation Trust--
 Class S.                                 Series II.
DWS Balanced VIP--Series II, Class B
DWS RREEF Real Estate Securities VIP--   JHT Real Estate Securities
 Class B.                                 Trust--Series II.
DWS International VIP--Series I, Class   JHT International Value Trust--
 B.                                       Series II.
DWS Global Thematic VIP--Series II,      JHT Global Trust--Series II.
 Class B.
DWS Global Opportunities VIP--Series I,
 Class B
DWS Bond VIP--Series I, Class B........  JHT Bond Index Trust--Series
                                          II.
DWS High Income VIP--Series II, Class B  JHT Active Bond Trust--Series
                                          II.
DWS Strategic Income VIP--Series II,
 Class B
DWS Core Fixed Income VIP--Series II,    JHT Investment Quality Bond
 Class B.                                 Trust--Series II.
DWS Growth Allocation VIP--Series II,    JHT Lifestyle Growth Trust--
 Class B.                                 Series II.
DWS Moderate Allocation VIP--Series II,  JHT Lifestyle Balanced Trust--
 Class B.                                 Series II.
DWS Conservative Allocation VIP--Series  JHT Lifestyle Moderate Trust--
 II, Class B.                             Series II.
Dreyfus MidCap Stock Portfolio--Service  JHT Mid Cap Index Trust--Series
 Class.                                   II.
DWS Mid Cap Growth VIP--Series II,       JHT Quantitative Mid Cap Trust--
 Class B.                                 Series II.
DWS Turner Mid Cap Growth VIP--Series
 II, Class B
DWS Capital Growth VIP--Series I, Class  JHT 500 Index Trust B.
 B.
DWS Growth and Income VIP--Series I,
 Class B
DWS International Select Equity VIP--    JHT International Equity Index
 Series II, Class B.                      Trust B.
Credit Suisse Trust Emerging Markets
 Portfolio
Credit Suisse Trust Global Small Cap
 Portfolio
DWS Government & Agency Securities VIP-- JHT Money Market Trust B.
 Series II, Class B.
DWS Money Market VIP--Series II, Class
 B
------------------------------------------------------------------------

    11. With respect to each substitution, the investment objectives 
and comparative fund expenses for each Existing Fund and each 
Replacement Fund are below. Asset sizes and comparative performance 
history for each Existing Fund and each Replacement Fund can be found 
in the application filed with the Commission.
    12. AIM V.I. Utilities Fund--JHT Total Stock Market Index Trust: 
The AIM V.I. Utilities Fund seeks capital growth and current income. 
The Fund normally invests at least 80% of its net assets in the equity 
securities and equity-related instruments of companies engaged in 
utilities-related industries. The JHT Total Stock Market Index Trust 
seeks to approximate the aggregate total return of the Dow Jones 
Wilshire 5000 Index (``Wilshire 5000 Index''). The Trust invests, under 
normal market conditions, at least 80% of its net assets (plus any 
borrowings for investment purposes) in the common stocks that are 
included in the Wilshire 5000 Index, and securities (which may or may 
not be included in the Wilshire 5000 Index) that the sub-adviser 
believes as a group will behave in a manner similar to the Wilshire 
5000 Index.
    13. DWS Blue Chip VIP--JHT Total Stock Market Index Trust: DWS Blue 
Chip VIP seeks growth of capital and income. Under normal 
circumstances, the portfolio invests at least 80% of net assets, plus 
the amount of any borrowings for investment purposes, in common stocks 
of large U.S. companies that are similar in size to the companies in 
the S&P 500 Index and that the portfolio managers consider to be ``blue 
chip'' companies. The JHT Total Stock Market Index Trust seeks to 
approximate the aggregate total return of the Wilshire 5000 Index. The 
Trust invests, under normal market conditions, at least 80% of its net 
assets (plus any borrowings for investment purposes) in the common 
stocks that are included in the Wilshire 5000 Index, and securities 
(which may or may not be included in the Wilshire 5000 Index)

[[Page 13831]]

that the sub-adviser believes as a group will behave in a manner 
similar to the Wilshire 5000 Index.
    14. DWS Health Care VIP--JHT Total Stock Market Index Trust: DWS 
Health Care VIP seeks long-term growth of capital by investing at least 
80% of total assets, plus the amount of any borrowings for investment 
purposes, in common stocks of companies in the health care sector. The 
JHT Total Stock Market Index Trust seeks to approximate the aggregate 
total return of the Wilshire 5000 Index. The Trust invests, under 
normal market conditions, at least 80% of its net assets (plus any 
borrowings for investment purposes) in the common stocks that are 
included in the Wilshire 5000 Index, and securities (which may or may 
not be included in the Wilshire 5000 Index) that the sub-adviser 
believes as a group will behave in a manner similar to the Wilshire 
5000 Index.
    15. DWS Technology VIP--JHT Total Stock Market Index Trust: DWS 
Technology VIP seeks growth of capital by, under normal circumstances, 
investing at least 80% of net assets, plus the amount of any borrowings 
for investment purposes, in common stocks of U.S. companies in the 
technology sector. The JHT Total Stock Market Index Trust seeks to 
approximate the aggregate total return of the Wilshire 5000 Index. The 
Trust invests, under normal market conditions, at least 80% of its net 
assets (plus any borrowings for investment purposes) in the common 
stocks that are included in the Wilshire 5000 Index, and securities 
(which may or may not be included in the Wilshire 5000 Index) that the 
sub-adviser believes as a group will behave in a manner similar to the 
Wilshire 5000 Index.
    16. The Dreyfus Socially Responsible Growth Fund, Inc.--JHT 
Quantitative All Cap Trust: The Dreyfus Socially Responsible Growth 
Fund, Inc. seeks to provide capital growth, with current income as a 
secondary goal by investing, under normal circumstances, at least 80% 
of its assets in the common stocks of companies that, in the opinion of 
the fund's management, meet traditional investment standards and 
conduct their business in a manner that contributes to the enhancement 
of the quality of life in America. The JHT Quantitative All Cap Trust 
seeks long-term growth of capital. The portfolio seeks to achieve its 
objective by investing, under normal circumstances, primarily in equity 
securities of U.S. companies.
    17. DWS Dreman High Return Equity VIP--The JHT Quantitative All Cap 
Trust: DWS Dreman High Return Equity VIP seeks to achieve a high rate 
of total return. Under normal circumstances, the portfolio invests at 
least 80% of net assets, plus the amount of any borrowings for 
investment purposes, in common stocks and other equity securities. The 
JHT Quantitative All Cap Trust seeks long-term growth of capital by 
investing, under normal circumstances, primarily in equity securities 
of U.S. companies.
    18. DWS Janus Growth and Income VIP--JHT Quantitative All Cap 
Trust: DWS Janus Growth and Income VIP seeks long-term capital growth 
and current income. The portfolio normally emphasizes investments in 
equity securities. The JHT Quantitative All Cap Trust seeks long-term 
growth of capital. Under normal circumstances, the portfolio primarily 
invests in equity securities of U.S. companies.
    19. Alger American Leveraged AllCap Portfolio--JHT All Cap Core 
Trust: The Alger American Leveraged AllCap Portfolio seeks long-term 
capital appreciation. The portfolio invests primarily in equity 
securities, such as common or preferred stocks, which are listed on 
U.S. exchanges or in the over-the-counter market. The JHT All Cap Core 
Trust seeks long-term growth of capital. The portfolio invests in 
common stocks and other equity securities within all asset classes 
(small, mid and large cap) and primarily within the Russell 3000 Index.
    20. DWS Large Cap Value VIP--JHT Quantitative Value Trust: DWS 
Large Cap Value VIP seeks to achieve a high rate of total return. Under 
normal circumstances, the portfolio invests at least 80% of net assets, 
plus the amount of any borrowings for investment purposes, in common 
stocks and other equity securities, of large U.S. companies that are 
similar in size to the companies in the Russell 1000 Value Index and 
that the portfolio managers believe are undervalued. The JHT 
Quantitative Value Trust seeks long-term capital appreciation. The 
portfolio invests primarily in large-cap U.S. securities with the 
potential for long-term growth of capital.
    21. DWS Davis Venture Value VIP--JHT Fundamental Value Trust: Both 
DWS Davis Venture Value VIP and JHT Fundamental Value Trust seek growth 
of capital. The DWS Davis Venture Value VIP invests primarily in common 
stocks of U.S. companies with market capitalizations of at least $5 
billion. The JHT Fundamental Value Trust invests, under normal market 
conditions, primarily in common stocks of U.S. companies with market 
capitalizations of at least $10 billion.
    22. DWS Dreman Small Cap Value VIP-JHT Small Cap Index Trust: DWS 
Dreman Small Cap Value VIP seeks long-term capital appreciation. Under 
normal circumstances, the portfolio invests at least 80% of net assets, 
plus the amount of any borrowings for investment purposes, in 
undervalued common stocks of small U.S. companies, which the portfolio 
defines as companies that are similar in market value to those in the 
Russell 2000 Value Index. The JHT Small Cap Index Trust seeks to 
approximate the aggregate total return of the Russell 2000 Index. The 
Trust invests, under normal market conditions, at least 80% of its net 
assets, plus any borrowings for investment purposes, in the common 
stocks that are included in the Russell 2000 Index, and securities 
(which may or may not be included in the Russell 2000 Index) that the 
sub-adviser believes as a group will behave in a manner similar to the 
Russell 2000 Index.
    23. DWS Small Cap Growth VIP--JHT Small Cap Index Trust: DWS Small 
Cap Growth VIP seeks maximum appreciation of investors' capital. Under 
normal circumstances, the portfolio invests at least 80% of net assets, 
plus the amount of any borrowings for investment purposes, in small 
capitalization stocks similar in size to those comprising the Russell 
2000 Growth Index. The JHT Small Cap Index Trust seeks to approximate 
the aggregate total return of the Russell 2000 Index. The Trust 
invests, under normal market conditions, at least 80% of its net 
assets, plus any borrowings for investment purposes, in the common 
stocks that are included in the Russell 2000 Index, and securities 
(which may or may not be included in the Russell 2000 Index) that the 
sub-adviser believes as a group will behave in a manner similar to the 
Russell 2000 Index.
    24. Alger American Balanced Portfolio--JHT Index Allocation Trust: 
The Alger American Balanced Portfolio seeks current income and long-
term capital appreciation. Under normal circumstances, the portfolio 
will invest at least 25% of its net assets in fixed-income securities 
and at least 25% of its net assets in equity securities. The JHT Index 
Allocation Trust seeks long-term growth of capital by investing 
approximately 30% of the portfolio's assets in fixed income index funds 
and approximately 70% of its assets in equity index funds. Current 
income is also a consideration.
    25. DWS Balanced VIP--JHT Index Allocation Trust: The DWS Balanced 
VIP seeks high total return, a combination of income and capital 
appreciation. The portfolio normally invests approximately 60% of its 
net assets in common stocks and other

[[Page 13832]]

equity securities and approximately 40% of its net assets in fixed 
income securities. The JHT Index Allocation Trust seeks long-term 
growth of capital by investing approximately 30% of the portfolio's 
assets in fixed income index funds and approximately 70% of its assets 
in equity index funds. Current income is also a consideration.
    26. DWS RREEF Real Estate Securities VIP--JHT Real Estate 
Securities Trust: Both DWS RREEF Real Estate Securities VIP and the JHT 
Real Estate Securities Trust seek to achieve long-term capital 
appreciation and current income through investing, under normal market 
conditions, at least 80% of net assets (plus any borrowings for 
investment purposes) in equity securities of real estate investment 
trusts and real estate companies.
    27. DWS International VIP--JHT International Value Trust: DWS 
International VIP seeks long-term growth of capital primarily through 
diversified holdings of marketable foreign equity investments. Although 
it may invest in companies of any size and from any country, it invests 
mainly in common stocks of established companies in countries with 
developed economies. The JHT International Value Trust seeks long-term 
growth of capital by investing, under normal market conditions, 
primarily in equity securities of companies located outside the U.S., 
including in emerging markets.
    28. DWS Global Thematic VIP--JHT Global Trust: DWS Global Thematic 
VIP seeks long-term capital growth by investing, under normal 
circumstances, at least 80% of net assets, plus the amount of any 
borrowings for investment purposes, in common stocks and other equities 
of companies throughout the world that the portfolio managers consider 
to be ``blue chip'' companies. The JHT Global Trust seeks long-term 
capital appreciation by investing, under normal market conditions, at 
least 80% of its net assets (plus any borrowings for investment 
purposes) in the equity securities of companies located anywhere in the 
world, including emerging markets.
    29. DWS Global Opportunities VIP--JHT Global Trust: DWS Global 
Opportunities VIP seeks above-average capital appreciation over the 
long term by investing at least 65% of total assets in common stocks 
and other equities of small companies throughout the world. The JHT 
Global Trust seeks long-term capital appreciation by investing, under 
normal market conditions, at least 80% of its net assets (plus any 
borrowings for investment purposes) in the equity securities of 
companies located anywhere in the world, including emerging markets.
    30. DWS Bond VIP--JHT Bond Index Trust A: DWS Bond VIP seeks to 
provide a high level of income consistent with a high quality portfolio 
of debt securities by investing, under normal circumstances, at least 
80% of net assets, plus the amount of any borrowings for investment 
purposes, in bonds of any maturity. The JHT Bond Index Trust A seeks to 
track the performance of the Lehman Brothers Aggregate Bond Index 
(``Lehman Index''). The Lehman Index consists of dollar denominated, 
fixed rate, investment grade debt securities with maturities generally 
greater than one year and outstanding par values of at least $200 
million. Under normal market conditions will invest at least 80% of its 
assets in securities listed in the Lehman Index.
    31. DWS High Income VIP--JHT Active Bond Trust: DWS High Income VIP 
seeks to provide a high level of current income by investing, under 
normal circumstances, at least 65% of net assets, plus the amount of 
any borrowings for investment purposes, in junk bonds, which are those 
rated below the fourth highest credit rating category (i.e., grade BB/
Ba and below). The JHT Active Bond Trust seeks income and capital 
appreciation by investing, normally, at least 80% of its assets in a 
diversified mix of debt securities and instruments, including but not 
limited to: U.S. Treasury and agency securities; asset-backed 
securities and mortgage-backed securities; corporate bonds, both U.S. 
and foreign; and foreign government and agency securities.
    32. DWS Strategic Income VIP--JHT Active Bond Trust: DWS Strategic 
Income VIP seeks a high current return by investing mainly in bonds 
issued by U.S. and foreign corporations and governments. The JHT Active 
Bond Trust seeks income and capital appreciation by investing, 
normally, at least 80% of its assets in a diversified mix of debt 
securities and instruments, including but not limited to: U.S. Treasury 
and agency securities; asset-backed securities and mortgage-backed 
securities; corporate bonds, both U.S. and foreign; and foreign 
government and agency securities.
    33. DWS Core Fixed Income VIP--JHT Investment Quality Bond Trust: 
DWS Core Fixed Income VIP seeks high current income by investing, under 
normal circumstances, at least 80% of its assets, plus the amount of 
any borrowings for investment purposes, in fixed income securities. The 
fixed income securities are primarily investment grade and within the 
top three rating catoegories. The JHT Investment Quality Bond Trust 
seeks to provide a high level of current income consistent with the 
maintenance of principal and liquidity by investing, under normal 
market conditions, at least 80% of the portfolio's net assets (plus any 
borrowings for investment purposes) in investment-grade bonds.
    34. DWS Growth Allocation VIP--JHT Lifestyle Growth Trust: DWS 
Growth Allocation VIP seeks long-term growth of capital by investing in 
a portfolio of other portfolios (``underlying portfolios''). The 
portfolio managers will generally allocate the portfolio's assets in 
the following ranges: 20-40% in underlying portfolios which invest 
primarily in fixed income securities of all credit qualities and 
maturities; and 60-80% in underlying portfolios which invest primarily 
in equity securities of all capitalization levels. The JHT Lifestyle 
Growth Trust seeks long-term growth of capital by investing in 
underlying portfolios of JHT. The portfolio invests approximately 20% 
of its assets in underlying portfolios of JHT which invest primarily in 
fixed income securities and approximately 80% in underlying portfolios 
of JHT which invest primarily in equity securities.
    35. DWS Moderate Allocation VIP--JHT Lifestyle Balanced Trust: DWS 
Moderate Allocation VIP seeks a balance of long-term growth of capital 
and current income with an emphasis on growth of capital by investing 
in a portfolio of other portfolios. The portfolio managers will 
generally allocate the portfolio's assets in the following ranges: 25-
55% in underlying portfolios which invest primarily in fixed income 
securities of all credit qualities and maturities; and 45-75% in 
underlying portfolios which invest primarily in equity securities of 
all capitalization levels. The JHT Lifestyle Balanced Trust seeks a 
balance between a high level of current income and growth of capital, 
with a greater emphasis on growth of capital by investing in underlying 
portfolios of JHT. The portfolio invests approximately 40% of its 
assets in underlying portfolios of JHT which invest primarily in fixed 
income securities and approximately 60% in underlying portfolios of JHT 
which invest primarily in equity securities.
    36. DWS Conservative Allocation VIP--JHT Lifestyle Moderate Trust: 
DWS Conservative Allocation VIP seeks a balance of current income and 
long-term growth of capital with an emphasis on current income by 
investing in a portfolio of other portfolios. The portfolio managers 
will generally allocate the portfolio's assets in the

[[Page 13833]]

following ranges: 45-75% in underlying portfolios which invest 
primarily in fixed income securities of all credit qualities and 
maturities; and 25-55% in underlying portfolios which invest primarily 
in equity securities of all capitalization levels. The JHT Lifestyle 
Moderate Trust seeks a balance between a high level of current income 
and growth of capital, with a greater emphasis on income, by investing 
in underlying portfolios of JHT. The portfolio invests approximately 
60% of its assets in underlying portfolios of JHT which invest 
primarily in fixed income securities and approximately 40% in 
underlying portfolios of JHT which invest primarily in equity 
securities.
    37. Dreyfus MidCap Stock Portfolio--JHT Mid Cap Index Trust: The 
Dreyfus MidCap Stock Portfolio seeks investment results that are 
greater than the total return performance of publicly traded common 
stocks of medium-size domestic companies in the aggregate, as 
represented by the Standard & Poor's MidCap 400 Index (``S&P 400 
Index''). To pursue this goal, the portfolio normally invests at least 
80% of its assets in stocks of midsize companies. The JHT Mid Cap Index 
Trust seeks to approximate the aggregate total return of the S&P 400 
Index. The Trust invests, under normal market conditions, at least 80% 
of its net assets (plus any borrowings for investment purposes) in the 
common stocks that are included in the S&P 400 Index, and securities 
(which may or may not be included in the S&P 400 Index) that the sub-
adviser believes as a group will behave in a manner similar to the S&P 
400 Index.
    38. DWS Mid Cap Growth VIP--JHT Quantitative Mid Cap Trust: DWS Mid 
Cap Growth VIP seeks long-term capital growth by investing, under 
normal circumstances, at least 80% of its assets in companies with 
market caps within the market capitalization range of the Russell 
MidCap Growth Index. The JHT Quantitative Mid Cap Trust seeks long-term 
capital growth by investing, under normal market conditions, at least 
80% of its net assets (plus any borrowings for investment purposes) in 
U.S. mid-cap stocks.
    39. DWS Turner Mid Cap Growth VIP--JHT Quantitative Mid Cap Trust: 
DWS Turner Mid Cap Growth VIP seeks capital appreciation by investing 
in common stocks and other equity securities of U.S. companies with 
medium market capitalizations. The JHT Quantitative Mid Cap Trust seeks 
long-term capital growth by investing, under normal market conditions, 
at least 80% of its net assets (plus any borrowings for investment 
purposes) in U.S. mid-cap stocks.
    40. DWS Capital Growth VIP--JHT 500 Index Trust B: DWS Capital 
Growth VIP seeks to maximize long-term capital growth by investing at 
least 65% of total assets in common stocks of U.S. companies. The 
portfolio generally focuses on companies similar in size to the 
companies in the Standard & Poor's 500 Composite Stock Price Index or 
the Russell 1000 Growth Index. The JHT 500 Index Trust B seeks to 
approximate the aggregate total return of the Standard & Poor's 500 
Index (``S&P 500 Index''). The Trust invests, under normal market 
conditions, at least 80% of its net assets (plus any borrowings for 
investment purposes) in the common stocks that are included in the S&P 
500, and securities (which may or may not be included in the S&P 500 
Index) that the sub-adviser believes as a group will behave in a manner 
similar to the S&P 500 Index.
    41. DWS Growth and Income VIP--JHT 500 Index Trust B: DWS Growth 
and Income VIP seeks long-term growth of capital, current income and 
growth of income. The portfolio invests primarily in large U.S. 
companies. The JHT 500 Index Trust B seeks to approximate the aggregate 
total return of the S&P 500 Index. The Trust invests, under normal 
market conditions, at least 80% of its net assets (plus any borrowings 
for investment purposes) in the common stocks that are included in the 
S&P 500, and securities (which may or may not be included in the S&P 
500 Index) that the sub-adviser believes as a group will behave in a 
manner similar to the S&P 500 Index.
    42. DWS International Select Equity VIP--JHT International Equity 
Index Trust B: DWS International Select Equity VIP seeks capital 
appreciation by investing at least 50% of its assets in securities 
represented in the MSCI EAFE Index. The JHT International Equity Index 
Trust B seeks to track the performance of Morgan Stanley Capital 
International All Country World Excluding U.S. Index by investing, 
under normal market conditions, at least 80% of its assets in 
securities listed on this index.
    43. Credit Suisse Trust Emerging Markets Portfolio--JHT 
International Equity Index Trust B: Credit Suisse Trust Emerging 
Markets Portfolio seeks long-term growth of capital by investing at 
least 80% of its net assets, plus any borrowings for investment 
purposes, in foreign equity securities, with a focus on the world's 
less developed countries. The JHT International Equity Index Trust B 
seeks to track the performance of Morgan Stanley Capital International 
All Country World Excluding U.S. Index by investing, under normal 
market conditions, at least 80% of its assets in securities listed on 
this index.
    44. Credit Suisse Trust Global Small Cap Portfolio--JHT 
International Equity Index Trust B: Credit Suisse Trust Global Small 
Cap Portfolio seeks long-term growth of capital by investing at least 
80% of its net assets, plus any borrowings for investment purposes, in 
equity securities of post-venture-capital companies from at least three 
countries, including the U.S. The JHT International Equity Index Trust 
B seeks to track the performance of Morgan Stanley Capital 
International All Country World Excluding U.S. Index by investing, 
under normal market conditions, at least 80% of its assets in 
securities listed on this index.
    45. DWS Government & Agency Securities VIP--JHT Money Market Trust 
B: DWS Government & Agency Securities VIP seeks high current income 
consistent with preservation of capital by investing, under normal 
circumstances, at least 80% of net assets, plus the amount of any 
borrowings for investment purposes, in U.S. government securities and 
repurchase agreements of U.S. government securities. The JHT Money 
Market Trust B seeks maximum current income that is consistent with 
maintaining liquidity and preserving capital. The trust intends to 
maintain a stable $1 share price and invests only in U.S. dollar-
denominated securities rated within the two highest short-term credit 
categories and their unrated equivalents.
    46. DWS Money Market VIP--JHT Money Market Trust B: DWS Money 
Market VIP seeks maximum current income to the extent consistent with 
stability of principal. The portfolio pursues its goal by investing 
exclusively in high quality short-term securities, as well as certain 
repurchase agreements that are backed by high-quality securities. The 
JHT Money Market Trust B seeks maximum current income that is 
consistent with maintaining liquidity and preserving capital. The trust 
intends to maintain a stable $1 share price and invests only in U.S. 
dollar-denominated securities rated within the two highest short-term 
credit categories and their unrated equivalents.
    47. The management fees, 12b-1 fees (if applicable), other expenses 
and total operating expenses for each Existing and Replacement Fund are 
as follows:

[[Page 13834]]

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                           Distribution        Other       Total annual       Expense       Net annual
                                                            Management     (12b-1) fees      expenses        expenses         waivers        expenses
                                                          fees (percent)     (percent)       (percent)       (percent)       (percent)       (percent)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Existing Funds:
     AIM V.I. Utilities Fund--Series II.........            0.60            0.25            0.36            1.21            0.03            1.18
     DWS Blue Chip VIP Series II, Class B.......            0.65            0.25            0.19            1.09             N/A            1.09
     DWS Health Care VIP--Series I, Class B.....            0.75            0.25            0.27            1.27             N/A            1.27
     DWS Technology VIP--Series II, Class B.....            0.75            0.25            0.26            1.26             N/A            1.26
Replacement Fund:
     JHT Total Stock Market Index Trust--Series             0.49            0.25            0.04            0.78             N/A            0.78
     II.................................................
Existing Funds:
     The Dreyfus Socially Responsible Growth                0.75            0.25            0.06            1.06             N/A            1.06
     Fund, Inc.--Service Class..........................
     DWS Dreman High Return Equity VIP--Series              0.73            0.25            0.19            1.17             N/A            1.17
     II, Class B........................................
     DWS Janus Growth and Income VIP--Series II,            0.75            0.25            0.26            1.26             N/A            1.26
     Class B............................................
Replacement Fund:
     JHT Quantitative All Cap Trust--Series II..            0.71            0.25            0.06            1.02             N/A            1.02
Existing Fund:
     Alger American Leveraged AllCap Portfolio--            0.85            0.25            0.06            1.16             N/A            1.16
     Class S............................................
Replacement Fund:
     JHT All Cap Core Trust--Series II..........            0.80            0.25            0.07            1.12             N/A            1.12
Existing Fund:
     DWS Large Cap Value VIP-Series II, Class B.            0.75            0.25            0.21            1.21             N/A            1.21
Replacement Fund:
     JHT Quantitative Value Trust--Series II....            0.70            0.25            0.06            1.01             N/A            1.01
Existing Fund:
     DWS Davis Venture Value VIP-Series II,                 0.94            0.25            0.22            1.41            0.16            1.25
     Class B............................................
Replacement Fund:
     JHT Fundamental Value Trust--Series II.....            0.77            0.25            0.05            1.07             N/A            1.07
Existing Funds:
     DWS Dreman Small Cap Value--Series II,                 0.75            0.25            0.19            1.19             N/A            1.19
     Class B............................................
     DWS Small Cap Growth VIP--Series II, Class             0.65            0.25            0.22            1.12            0.03            1.09
     B..................................................
Replacement Fund:
     JHT Small Cap Index Trust--Series II.......            0.49            0.25            0.04            0.78             N/A            0.78
Existing Funds:
     Alger American Balanced Portfolio--Class S.            0.75            0.25            0.06            1.06             N/A            1.06
     DWS Balanced VIP--Series II, Class B.......            0.45            0.25            0.21            0.91            0.02            0.89
Replacement Fund:
     JHT Index Allocation Trust--Series II......            0.05            0.25            0.50            0.80             N/A            0.80
Existing Fund:
     DWS RREEF Real Estate Securities VIP--Class            0.90            0.25            0.68            1.83            0.33            1.50
     B..................................................
Replacement Fund:
     JHT Real Estate Securities Trust--Series II            0.70            0.25            0.06            1.01             N/A            1.01
Existing Fund:
     DWS International VIP Series I, Class B....            0.86            0.25            0.30            1.41            0.04            1.37
Replacement Fund:
     JHT International Value Trust Series II....            0.82            0.25            0.19            1.26             N/A            1.26
Existing Funds:
     DWS Global Thematic VIP Series II, Class B.            1.00            0.25            0.54            1.79            0.35            1.44
     DWS Global Opportunities VIP--Series I,                0.98            0.25            0.31            1.54            0.30            1.24
     Class B............................................
Replacement Fund:

[[Page 13835]]

 
     JHT Global Trust--Series II................            0.82            0.25            0.16            1.23             N/A            1.23
Existing Fund:
     DWS Bond VIP--Series I, Class B............            0.48            0.25            0.31            1.04             N/A            1.04
Replacement Fund:
     JHT Bond Index Trust--Series II............            0.47            0.25            0.05            0.77             N/A            0.77
Existing Funds:
     DWS High Income--Series II, Class B........            0.60            0.25            0.25            1.10             N/A            1.10
     DWS Strategic Income--Series II, Class B...            0.65            0.25            0.35            1.25           0.051           1.199
Replacement Fund:
     JHT Active Bond Trust--Series II...........            0.60            0.25            0.07            0.92             N/A            0.92
Existing Fund:
     DWS Core Fixed Income VIP--Series II, Class            0.60            0.25            0.22            1.07             N/A            1.07
     B..................................................
Replacement Fund:
     JHT Investment Quality Bond Trust--Series              0.60            0.25            0.09            0.94             N/A            0.94
     II.................................................
Existing Fund:
     DWS Growth Allocation VIP--Series II, Class            0.15            0.25            0.94            1.34             N/A            1.34
     B..................................................
Replacement Fund:
     JHT Lifestyle Growth Trust--Series II......            0.05            0.25            0.89            1.19             N/A            1.19
Existing Fund:
     DWS Moderate Allocation VIP--Series II,                0.15            0.25            0.91            1.31             N/A            1.31
     Class B............................................
Replacement Fund:
     JHT Lifestyle Balanced Trust--Series II....            0.05            0.25            0.86            1.16             N/A            1.16
Existing Fund:
     DWS Conservative Allocation VIP--Series II,            0.15            0.25            1.20            1.60             N/A            1.60
     Class B............................................
Replacement Fund:
     JHT Lifestyle Moderate Trust--Series II....            0.05            0.25            0.81            1.11             N/A            1.11
Existing Fund:
     Dreyfus MidCap Stock Portfolio--Service                0.75            0.25            0.04            1.04             N/A            1.04
     Class..............................................
Replacement Fund:
     JHT MidCap Index Trust--Series II..........            0.49            0.25            0.04            0.78             N/A            0.78
Existing Funds:
     DWS Mid Cap Growth VIP--Series II, Class B.            0.75            0.25            0.40            1.40           0.092           1.308
     DWS Turner Mid Cap Growth VIP--Series II,              0.80            0.25            0.31            1.36           0.023           1.337
     Class B............................................
Replacement Fund:
     JHT Quantitative Mid Cap Trust--Series II..            0.74            0.25            0.10            1.09             N/A            1.09
Existing Funds:
     DWS Capital Growth VIP--Series I, Class B..            0.45            0.25            0.19            0.89            0.03            0.86
     DWS Growth and Income VIP--Series I, Class             0.47            0.25            0.24            0.96            0.07            0.89
     B..................................................
Replacement Fund:
     JHT 500 Index Trust B......................            0.47            0.00            0.03            0.50            0.25            0.25
Existing Funds:
     DWS International Select Equity VIP--Series            0.75            0.25            0.26            1.26             N/A            1.26
     II, Class B........................................
     Credit Suisse Trust Emerging Markets                   1.25            0.00            0.40            1.65             N/A            1.65
     Portfolio..........................................
     Credit Suisse Trust Global Small Cap                   1.25            0.00            0.34            1.59             N/A            1.59
     Portfolio..........................................
Replacement Fund:
     JHT International Equity Index Trust B.....            0.55            0.00            0.04            0.59            0.25            0.34
Existing Funds:
     DWS Government & Agency Securities VIP--               0.55            0.25            0.22            1.02             N/A            1.02
     Series II, Class B.................................
     DWS Money Market VIP--Series II, Class B...            0.46            0.25            0.18            0.89             N/A            0.89

[[Page 13836]]

 
Replacement Fund:
     JHT Money Market Trust B...................            0.49            0.00            0.04            0.53            0.25            0.28
--------------------------------------------------------------------------------------------------------------------------------------------------------

    48. The substitutions are expected to provide significant benefits 
to Contract owners, including improved selection of portfolio managers 
and simplification of fund offerings through the elimination of 
overlapping offerings. The Applicants believe that the subadvisers to 
the Replacement Funds overall are better positioned to provide 
consistent above-average performance for their Funds than are the 
advisers or sub-advisers of the Existing Funds. At the same time, 
Contract owners will continue to be able to select among a large number 
of funds, with a full range of investment objectives, investment 
strategies, and managers.
    49. The substitutions, each of which replaces outside funds with 
funds for which JHIMS acts as investment adviser, will permit JHIMS, 
under a Multi-Manager Order to hire, monitor and replace sub-advisers 
as necessary to seek optimal performance and to ensure a consistent 
investment style. JHT has been subject to the Multi-Manager Order since 
2000.
    50. In addition, Contract owners with Subaccount balances invested 
in shares of the Replacement Funds will, in every case, have lower 
total expense ratios than they currently have in the Existing Funds. In 
each case, the Total Expenses of the Replacement Funds (even without 
applicable fee waivers) are lower than those of the Existing Funds with 
their fee waivers. For Contract owners with account balances in funds 
involved in the substitutions, the substitutions are therefore expected 
to result in decreased expense ratios. Moreover, there will be no 
increase in Contract fees and expenses, including mortality and expense 
risk fees and administration and distribution fees charged to the 
Separate Accounts as a result of the substitutions. The Applicants 
believe that the Replacement Funds have investment objectives, policies 
and risk profiles, as described herein, that are either substantially 
the same as, or sufficiently similar to, the corresponding Existing 
Funds to make those Replacement Funds appropriate candidates as 
substitutes. The Insurance Companies considered the performance history 
of the Existing Funds and the Replacement Funds and determined that 
Contract owners would not be materially adversely affected as a result 
of the substitutions.
    51. Applicants represent that relieving the Separate Accounts of 
the administrative burdens of interfacing with several unaffiliated 
investment company complexes is expected to simplify compliance, 
accounting and auditing and, generally, to allow the Insurance 
Companies to administer the Contracts more efficiently.
    52. In addition, as a result of the substitutions, neither JHIMS 
nor any of its affiliates will receive increased amounts of 
compensation from the charges to the Separate Accounts related to the 
Contracts or from Rule 12b-1 fees or revenue sharing currently received 
from the investment advisers or distributors of the Existing Funds.

Applicants' Legal Analysis and Conditions

    1. The prospectuses by which the Contracts are offered state that 
the Insurance Companies have, subject to the requirements of the Act, 
the right to substitute the shares of any underlying registered 
investment company held by the Separate Accounts with shares of another 
registered investment company.
    2. The Contracts expressly reserve to the applicable Insurance 
Company the right, subject to compliance with applicable law, to 
substitute shares of another investment company for shares of an 
investment company held by a sub-account of the Separate Accounts. The 
prospectuses for the Contracts and the Separate Accounts contain 
appropriate disclosure of this right.
    3. With respect to each proposed substitution, Contract owners with 
balances invested in the Replacement Fund will have a lower expense 
ratio in all cases.
    4. The proposed Replacement Fund for each Existing Fund has an 
investment objective that is at least substantially similar to that of 
the Existing Fund. Moreover, the principal investment policies of the 
Replacement Funds are similar to those of the corresponding Existing 
Funds.
    5. By a supplement to the prospectuses for the Contracts and the 
Separate Accounts, each Insurance Company has notified all owners of 
the Contracts of its intention to take the necessary actions, including 
seeking the order requested by this application, to substitute shares 
of the funds as described herein. The supplement advises Contract 
owners that from the date of the supplement until the date of the 
proposed substitution, owners may make transfers of Contract value (or 
annuity unit exchange) out of the Existing Fund Subaccount to another 
Subaccount permitted under their respective Contracts without the 
transfer (or exchange) being treated as one of a limited number of 
permitted transfers (or exchanges) or a limited number of transfers (or 
exchanges) permitted without a transfer charge. The supplement also 
informs Contract owners that the Insurance Company will not exercise 
any rights reserved under any Contract to impose additional 
restrictions on transfers until at least 30 days after the proposed 
substitutions, except that the Insurance Companies may impose 
restrictions on transfers to prevent or limit ``market timing'' 
activities by Contract owners or agents of Contract owners. The 
supplement also advises Contract owners that for at least 30 days 
following the proposed substitutions, the Insurance Companies will 
allow Contract owners affected by the substitutions to make transfers 
of Contract value (or annuity unit exchange) out of the Replacement 
Fund Subaccount to another Subaccount permitted under their respective 
Contracts without the transfer (or exchange) being treated as one of a 
limited number of permitted transfers (or exchanges) or a limited 
number of transfers (or exchanges) permitted without a transfer charge.
    6. The proposed substitutions will take place at relative net asset 
value in conformity with the requirements of Section 22(c) of the Act 
and Rule 22c-1 thereunder with no change in the amount of any Contract 
owner's Contract value, cash value, or death benefit or in the dollar 
value of his or her investment in the Separate Accounts.
    7. It is expected that the substitutions will be effected by 
redeeming shares of an Existing Fund for cash and using the cash to 
purchase shares of the Replacement Fund.
    8. Contract owners will not incur any fees or charges as a result 
of the proposed substitutions, nor will their rights or an Insurance 
Company's obligations under the Contracts be altered in any way. The 
substitutions will not alter in any way the annuity or

[[Page 13837]]

other insurance benefits held by Contract owners of the Contracts. All 
expenses incurred in connection with the proposed substitutions, 
including brokerage, legal, accounting, and other fees and expenses, 
will be paid by the Insurance Companies. In addition, the proposed 
substitutions will not impose any tax liability on Contract owners. The 
proposed substitutions will not cause the Contract fees and charges 
currently being paid by existing Contract owners to be greater after 
the proposed substitutions than before the proposed substitutions. No 
fees will be charged on the transfers made at the time of the proposed 
substitutions because the proposed substitutions will not be treated as 
a transfer for the purpose of assessing transfer charges or for 
determining the number of remaining permissible transfers in a Contract 
year.
    9. In addition to the prospectus supplements distributed to owners 
of Contracts, within five business days after the proposed 
substitutions, Contract owners will be sent a written notice informing 
them that the substitutions were carried out and that they may transfer 
all Contract value or cash value under a Contract invested in any one 
of the Subaccounts on the date of the notice to another Subaccount 
available under their Contract at no cost and without regard to the 
usual limit on the frequency of transfers from the variable account 
options to the fixed account options. The notice will also reiterate 
that (other than with respect to ``market timing'' activity) the 
Insurance Company will not exercise any rights reserved by it under the 
Contracts to impose additional restrictions on transfers or to impose 
any charges on transfers until at least 30 days after the proposed 
substitutions. The Insurance Companies will also send each Contract 
owner current prospectuses for the Replacement Funds involved.
    10. Each Insurance Company may also seek approval of the proposed 
substitutions from any state insurance regulators whose approval may be 
necessary or appropriate.
    11. For a two year period following the date of the Substitutions, 
the Applicants agree that the total operating expenses of each 
Replacement Fund (taking into account any expense waiver or 
reimbursement) will not exceed on an annualized basis the net expense 
level of the corresponding Existing Fund for the 2005 fiscal year.
    12. The Applicants agree that the Insurance Companies will not 
increase total separate account charges (net of any reimbursements or 
waivers) for any outstanding Contracts involved in the proposed 
substitution on the date of the substitutions for a period of two years 
from the date of the substitutions. Applicants and the Insurance 
Companies may, however, offer additional benefits through one or more 
Benefit Riders to owners of such Contracts during such two year period 
and impose additional separate account charges related to the purchase 
of any such additional benefits.
    13. Applicants represent that none of the Replacement Funds was 
established for the purpose of effecting the substitutions.

Conclusion

    For the reasons and upon the facts set forth above, Applicants 
submit that the requested order meets the standards set forth in 
Section 26(c). Applicants request an order of the Commission, pursuant 
to Section 26(c) of the Act, approving the Substitutions.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-5315 Filed 3-22-07; 8:45 am]
BILLING CODE 8010-01-P
```