[Federal Register Volume 61, Number 45 (Wednesday, March 6, 1996)]
[Notices]
[Pages 8986-8987]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-5157]



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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-21791; 811-3961]


John Hancock Capital Growth Fund; Notice of Application

February 28, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: John Hancock Capital Growth Fund.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has 
ceased to be an investment company.

FILING DATE: The application was filed on January 5, 1996 and amended 
on February 26, 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 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on March 25, 1996, 
and should be accompanied by proof of service on applicant, 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 may request 
notification of a hearing by writing to the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, D.C. 
20549. Applicant, 101 Huntington Avenue, Boston, Massachusetts 02199-
7603.

FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Staff Attorney, at 
(202) 942-0574, or Alison E. Baur, Branch Chief, at (202) 942-0564 
(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 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is an open-end management investment company. On 
February 3, 1984, applicant filed a registration statement under the 
name Criterion Technology Fund, Inc., a Texas corporation, pursuant to 
section 8(b) of the Act. Applicant reorganized as a Massachusetts 
business trust on December 17, 1984, and registered an indefinite 
number of shares under the Securities Act of 1933 on December 31, 1984. 
The registration statement was declared effective on September 26, 
1985, and applicant's initial public offering commenced thereafter. 
Applicant underwent several name changes, and as of December 22, 1994, 
was known as the Transamerica Capital Growth Fund. On December 22, 
1994, The Berkeley Financial Group, a John Hancock subsidiary, acquired 
the Transamerica group of funds and applicant became known as the John 
Hancock Capital Growth Fund.
    2. On May 16, 1995, applicant's Board of Trustees (``Trustees''), 
including a majority of Trustees who were not interested persons of 
applicant, approved an agreement and plan of reorganization (the 
``Agreement''), and recommended that applicant's shareholders approve 
the Agreement. Under the Agreement, applicant would transfer all of its 
assets and liabilities to John Hancock Growth Fund (``Growth Fund''), a 
portfolio of John Hancock Capital Series, for shares of Growth Fund. 
Pursuant to rule 17a-8 of the Act, applicant's Trustees found that 
participation in the reorganization was in the best interest of 
applicant and that the interests of applicant's existing shareholders 
would not be diluted.\1\ Proxy materials were filed with the SEC and 
were distributed to shareholders on July 21, 1995. A meeting held on 
September 8, 1995, applicant's shareholders approved the Agreement.

    \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 one another 
solely by reason of having a common investment adviser, common 
directors, and/or common officers. Applicant and John Hancock 
Capital Series may deemed to be affiliated persons of each other by 
reason of having a common investment adviser, common directors, and/
or common officers.
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    3. Pursuant to the Agreement, on September 15, 1995, applicant 
transferred all of its assets and liabilities to Growth Fund in 
exchange for shares of Growth Fund. Immediately thereafter, applicant 
distributed the shares of Growth Fund to applicant's shareholders in 
complete liquidation. Upon completion of the reorganization, each 
shareholder of applicant owned shares of Growth Fund with the same net 
asset value as the shares of applicant owned by the shareholder 
immediately prior to the reorganization.
    4. Applicant and Growth Fund each assumed its own expenses in 
connection with the reorganization. No brokerage commissions were 
incurred in connection with the reorganization.

[[Page 8987]]

    5. At the time of the application, applicant had no shareholders, 
assets, or liabilities. Applicant is not a party to any litigation or 
administrative proceeding.
    6. Applicant is not now engaged, nor does it propose to engage, in 
any business activities other than those necessary for the winding up 
of its affairs. Applicant was terminated as a business trust under the 
laws of Massachusetts as of September 15, 1995.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-5157 Filed 3-5-96; 8:45 am]
BILLING CODE 8010-01-M