[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