[Federal Register Volume 61, Number 208 (Friday, October 25, 1996)]
[Notices]
[Pages 55330-55331]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-27437]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-22292; 811-2712]
John Hancock Tax-Exempt Income Fund; Notice of Application
October 21, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of application for exemption under the Investment
Company Act of 1940 (the ``Act'').
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APPLICANT: John Hancock Tax-Exempt Income Fund.
RELEVANT ACT SECTION: Section 8(f).
SUMMARY OF APPLICATION: Applicant requests an order declaring that it
has ceased to be an investment company.
FILING DATES: The application was filed on July 9, 1996 and amended on
October 1, 1996.
HEARING OR NOTIFICATION OF HEARING: An order granting the application
will be issued unless the SEC orders a hearing. Interested persons may
request a hearing by writing to the SEC's Secretary and serving
applicants with a copy of the request, personally or by mail. Hearing
requests should be received by the SEC by 5:30 p.m. on November 15,
1996, and should be accompanied by proof of service on
[[Page 55331]]
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 SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, DC 20549.
Applicant, 101 Huntington Avenue, Boston, MA 02199-7603.
FOR FURTHER INFORMATION CONTACT:
Diane L. Titus, Paralegal Specialist, at (202) 942-0584, or Alison E.
Baur, Branch Chief, (202) 942-0564 (Office of Investment Company
Regulation, Division of Investment Management).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
SEC's Public Reference Branch
Applicant's Representations
1. Applicant, a registered open-end investment company, was
organized as a Massachusetts business trust. On December 1, 1976,
applicant registered under section 8(a) of the Act and filed a
registration statement on Form N-1A pursuant to section 8(b) of the Act
and the Securities Act of 1933. The registration statement was declared
effective on January 28, 1977 and applicant commenced its public
offering of shares soon thereafter
2. At a meeting held on December 11, 1995, applicant's Board of
Trustees (the ``Board'') approved unanimously the agreement and plan of
reorganization (the ``Agreement'') (the transactions contemplated by
the Agreement are referred to as the ``Reorganization'') and
recommended that applicant's shareholders approve the Agreement. The
Agreement provided that applicant would transfer all of its assets and
liabilities to John Hancock Tax-Free Bond Fund (``Tax-Free Bond Fund'')
in exchange for shares of beneficial interest of the Tax-Free Bond Fund
with an aggregate net asset value equal to the net asset value of
applicant's assets transferred pursuant to the Reorganization. The
Board considered the following reasons, among others, in determining
that the Reorganization would benefit applicant and its shareholders:
that both funds' investment objectives and policies are substantially
similar and that simultaneous offerings of both impedes both funds'
growth; and that the larger asset base may give opportunities for
economies of scale.
3. Applicant and the Tax-Free Bond Fund may be deemed to be
affiliated persons of each other solely by reason of having a common
investment adviser, common directors and/or common officers. In order
to comply with rule 17a-8, which governs mergers of certain affiliated
investment companies, the Board determined that the reorganization was
in the best interests of applicant and applicant's shareholders.\1\ In
compliance with rule 17a-8, the Board found that (1) participation in
the Reorganization was in the best interests of applicant and that (2)
the interests of the existing shareholders of applicant would not be
diluted.
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\1\ Although purchases and sales between affiliated persons
generally are prohibited by section 17(a) of the Act, rule 17a-8
provides an exemption for certain purchases and sales among
investment companies that are affiliated persons of each other
solely by reason of having a common investment adviser, common
directors, and/or common officers.
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4. A proxy statement was filed with the Commission and mailed to
shareholders in connection with the solicitation by the Board of
proxies for the purpose of voting on the Reorganization. At a meeting
held on May 2, 1996, the shareholders approved the agreement and the
transactions contemplated thereby.
5. On May 3, 1996, applicant transferred all of its assets and
liabilities to Tax-Free Bond Fund in exchange for shares of beneficial
interest of Tax-Free Bond Fund with an aggregate net asset value equal
to the net asset value of the assets transferred by applicant.
Immediately thereafter, applicant distributed to its shareholders the
shares of Tax-Free Bond Fund received. Upon completion of the
Reorganization, each shareholder of applicant owned shares of Tax-Free
Bond with the same aggregate net asset value as the shares of applicant
owned by the shareholder immediately prior to the Reorganization.
6. Applicant and Tax-Free Bond Fund each assumed its own expenses
in connection with the Reorganization. Legal, accounting and other
expenses in the approximate amount of $82,500 relating to the
Reorganization were borne by applicant. Reorganization expenses (legal,
printing and mailing and registration fees) of $39,000 were incurred by
Tax-Free Bond Fund.
7. Applicant has no assets, liabilities, outstanding debts or
shareholders as of the time of filing the application, and is not a
party to any litigation or administrative proceeding application.
Applicant is not engaged, nor does it propose to engage, in any
business activities other than those necessary for the winding-up of
its affairs.
8. Applicant was terminated as a Massachusetts business trust on
May 3, 1996 pursuant to the termination of trust filed with the
Secretary of State of the Commonwealth of Massachusetts.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-27437 Filed 10-24-96; 8:45 am]
BILLING CODE 8010-01-M
