

[Federal Register: April 11, 2006 (Volume 71, Number 69)]
[Notices]               
[Page 18390-18392]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr11ap06-145]                         

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 27281; 812-13174]

 
John Hancock Trust et al.; Notice of Application

April 5, 2006.

AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 12(d)(1)(J) of the 
Investment Company Act of 1940 (``Act'') for an exemption from section 
12(d)(1)(G)(i)(II) of the Act.

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    Summary of Application: Applicants request an order to permit funds 
of funds relying on section 12(d)(1)(G) of the Act to invest in other 
securities and financial instruments.

[[Page 18391]]

    Applicants: John Hancock Trust (``JHT''), John Hancock Funds II 
(``JHF II,'' and together with JHT, the ``Trusts''), and John Hancock 
Investment Management Services, LLC. (the ``Adviser'').
    Filing Dates: The application was filed on March 11, 2005, and 
amended on March 29, 2006. Applicants have agreed to file a final 
amendment during the notice period, the substance of which is reflected 
in this notice.
    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 Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on May 1, 2006, 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 
writer'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 Commission's Secretary.

ADDRESSES: Secretary, Commission, 100 F Street, NE., Washington, DC 
20549-1090; Applicants, c/o John W. Blouch, Dykema Gossett PLLC, 1300 I 
Street, NW., Suite 300 West, Washington, DC 20005.

FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, 
at (202) 551-6990, or Stacy L. Fuller, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
Commission's Public Reference Branch, 100 F Street, NE., Washington, DC 
20549-0104 (telephone (202) 551-8090).

Applicants' Representations

    1. The Trusts, organized as Massachusetts business trusts, are 
registered under the Act as open-end management investment companies 
and offer multiple series advised by the Adviser (``Portfolios''). JHT 
currently offers 94 Portfolios, and JHF II currently offers 80 
Portfolios. Six Portfolios of JHT (the ``JHT Lifestyle Portfolios'') 
and six Portfolios of JHF II (the ``JHF II Lifestyle Portfolios,'' and 
together with the JHT Lifestyle Portfolios, the ``Lifestyle 
Portfolios'') propose to invest, respectively, in other Portfolios of 
JHT (``JHT Underlying Portfolios'') and JHF II (``JHF II Underlying 
Portfolios,'' and together with the JHT Underlying Portfolios, the 
``Underlying Portfolios'') as well as in debt and equity securities and 
other financial instruments (``Other Securities'').\1\
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    \1\ Other Securities do not include shares of any registered 
investment companies that are not part of the same ``group of 
investment companies,'' as defined in section 12(d)(1)(G)(ii) of the 
Act, as the Trusts. Applicants request that the relief also extend 
to each other existing and future Portfolio of the Trusts and to 
each other existing and future registered open-end management 
investment company, or series thereof, that is part of the same 
group of investment companies as the Trusts and is advised by the 
Adviser or an entity controlling, controlled by or under common 
control with the Adviser (included in the defined term 
``Portfolios''). The Trusts are the only registered investment 
companies currently intending to rely on the requested order. Any 
other Portfolio that relies on the order in the future will comply 
with the terms and conditions of the application.
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    2. The Adviser is registered as an investment adviser under the 
Investment Advisers Act of 1940, and is a wholly-owned subsidiary of 
The John Hancock Life Insurance Company (USA). The Adviser serves as 
investment adviser for each Portfolio of the Trusts, including the 
Lifestyle Portfolios.

Applicants' Legal Analysis

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment company (``acquiring company'') may acquire securities of 
another investment company (``acquired company'') if such securities 
represent more than 3% of the acquired company's outstanding voting 
stock or more than 5% of the acquiring company's total assets, or if 
such securities, together with the securities of other investment 
companies, represent more than 10% of the acquiring company's total 
assets. Section 12(d)(1)(B) of the Act provides that no registered 
open-end investment company may sell its securities to another 
investment company if the sale will cause the acquiring company to own 
more than 3% of the acquired company's voting stock, or cause more than 
10% of the acquired company's voting stock to be owned by investment 
companies.
    2. Section 12(d)(1)(G) of the Act provides that section 12(d)(1) 
will not apply to securities of an acquired company purchased by an 
acquiring company if: (i) the acquiring company and the acquired 
company are part of the same group of investment companies; (ii) the 
acquiring company holds only securities of acquired companies that are 
part of the same group of investment companies, government securities, 
and short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not 
excessive under rules adopted pursuant to section 22(b) or section 
22(c) of the Act by a securities association registered under section 
15A of the Securities Exchange Act of 1934 or by the Commission; and 
(iv) the acquired company has a policy that prohibits it from acquiring 
securities of registered open-end management investment companies or 
registered unit investment trusts in reliance on section 12(d)(1)(F) or 
(G). Applicants state that the proposed arrangement would comply with 
the provisions of section 12(d)(1)(G), but for the fact that each 
Lifestyle Portfolio may invest a portion of its assets in Other 
Securities not specified in section 12(d)(1)(G)(i)(II).
    3. Section 12(d)(1)(J) of the Act provides that the Commission may 
exempt persons or transactions from any provision of section 12(d)(1) 
if, and to the extent that, the exemption is consistent with the public 
interest and the protection of investors. Applicants request an order 
under section 12(d)(1)(J) exempting them from section 
12(d)(1)(G)(i)(II). Applicants assert that permitting the Lifestyle 
Portfolios to invest in Other Securities as described in the 
application would not raise any of the concerns that the requirements 
of section 12(d)(1)(G) were designed to address.

Applicants' Conditions

    Applicants agree that the order granting the requested relief will 
be subject to the following conditions:
    1. Prior to approving any investment advisory agreement under 
section 15 of the Act, the Board of a Lifestyle Portfolio, including a 
majority of the trustees who are not ``interested persons'' as defined 
in section 2(a)(19) of the Act, will find that the advisory or 
management fees charged under the agreement are based on services 
provided that are in addition to, rather than duplicative of, the 
services provided under any Underlying Portfolio's investment advisory 
agreement. The finding, and the basis upon which the finding is made, 
will be recorded fully in the minute books of the Lifestyle Portfolio.
    2. Applicants will comply with all provisions of section 
12(d)(1)(G) of the Act, except for section 12(d)(1)(G)(i)(II) to the 
extent that it restricts any Lifestyle Portfolio from investing in 
Other Securities as described in the application.
    3. The Board of each Lifestyle Portfolio will satisfy the fund 
governance standards as defined in rule

[[Page 18392]]

0-1(a)(7) under the Act by the compliance date for the rule.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Nancy M. Morris,
Secretary.
[FR Doc. E6-5245 Filed 4-10-06; 8:45 am]

BILLING CODE 8010-01-P
