E6-5245. 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.

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.

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 [phone], or Stacy L. Fuller, Branch Chief, at [phone] (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 [phone]).

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]

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 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.

Footnotes

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.