SEC Company Response from JOHN HANCOCK VARIABLE INSURANCE TRUST (CIK 0000756913) — Aug 25, 2005
JOHN HANCOCK VARIABLE INSURANCE TRUST (CIK 0000756913)
Date: Aug. 25, 2005 · CIK: 0000756913 · Accession: 0000950135-05-004960
AI Filing Summary & Sentiment
Letter
DYKEMA GOSSETT PLLC 1300 I Street, N.W. Suite 300 West Washington, D.C. 20005 Tel.: (202) 906-8600 Fax: (202) 906-8694 August 25, 2005 FILED VIA EDGAR Harry Eisenstein, Esq. Division of Investment Management Securities and Exchange Commission 901 E Street, N.W. Washington, D.C. 20549
Re: John Hancock Trust Preliminary Proxy Statement on Schedule 14A Preliminary Information Statement on Schedule 14C -------------------------------------------------
Dear Mr. Eisenstein:
This letter responds to the comments of the staff of the Securities and Exchange Commission (the "Commission"), which you communicated to me by telephone on August 15, 2005, with respect to the preliminary proxy statement on Schedule 14A and preliminary information statement on Schedule 14C of John Hancock Trust (the "Trust") (formerly, Manufacturers Investment Trust), which were filed with the Commission on August 1, 2005 (although filed separately, the documents are substantially the same and are collectively referred to herein as the "Proxy Statement"). Capitalized terms have the meanings given them in the Proxy Statement; page references are to the bottom page pagination of the August 1, 2005 EDGAR filings.
COMMENT PROXY NUMBER PAGE COMMENT
1 5 In the advisory fee table footnote regarding aggregation of assets, state the asset sizes of the existing funds whose net assets will be aggregated.
Response: The requested disclosure will be made in the footnotes to both the advisory and subsadvisory fee tables.
2 6 For clearer presentation, the expense table should be re-formatted so that the column captions are the Series I, II, III and NAV shares (Current and Amended Advisory Agreements) and the row captions are the different expense items.
Response: The table of expenses under the Current and Amended Advisory Agreements will be re-formatted in the manner requested.
3 10 Under "Evaluation by the Board of Trustees," the discussion regarding the overall business arrangement between the Adviser and GMO should specify the
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conflicts of interest that are referred to and describe more explicitly the nature of the arrangement giving rise to the conflicts of interest (i.e., the termination and "lock-up" provisions).
Response: The disclosure will be revised in the manner requested.
4 20 In the table of comparable funds managed by the new subadviser, GMO, it would be helpful to note any applicable breakpoints with respect to the GMO management fee rates and to indicate, where applicable, the portion (%) of a fund's assets that are managed by GMO.
Response: The disclosure will be revised to make clear that the GMO fee rates for the named GMO funds are the same at all asset levels. The Managed Trust is the only fund listed in the table with respect to which GMO manages only a portion of the assets, and the disclosure will be revised to indicate the portion (%) that is managed by GMO.
The Trust acknowledges that the adequacy and accuracy of the disclosure in the Proxy Statement is its responsibility. The Trust also acknowledges that staff comments or changes in response to staff comments in the proposed disclosure in the Proxy Statement do not foreclose the Commission from taking any action with respect to the Proxy Statement. The Trust represents to the Commission that staff comments may not be asserted as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please call me at 202-906-8712 or John W. Blouch of this office at 202-906-8714 if you have any questions.
Very truly yours,
DYKEMA GOSSETT PLLC
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DYKEMA GOSSETT PLLC
1300 I Street, N.W.
Suite 300 West
Washington, D.C. 20005
Tel.: (202) 906-8600
Fax: (202) 906-8694
August 25, 2005
FILED VIA EDGAR
Harry Eisenstein, Esq.
Division of Investment Management
Securities and Exchange Commission
901 E Street, N.W.
Washington, D.C. 20549
Re: John Hancock Trust
Preliminary Proxy Statement on Schedule 14A
Preliminary Information Statement on Schedule 14C
-------------------------------------------------
Dear Mr. Eisenstein:
This letter responds to the comments of the staff of the Securities and
Exchange Commission (the "Commission"), which you communicated to me by
telephone on August 15, 2005, with respect to the preliminary proxy statement on
Schedule 14A and preliminary information statement on Schedule 14C of John
Hancock Trust (the "Trust") (formerly, Manufacturers Investment Trust), which
were filed with the Commission on August 1, 2005 (although filed separately, the
documents are substantially the same and are collectively referred to herein as
the "Proxy Statement"). Capitalized terms have the meanings given them in the
Proxy Statement; page references are to the bottom page pagination of the August
1, 2005 EDGAR filings.
COMMENT PROXY
NUMBER PAGE COMMENT
1 5 In the advisory fee table footnote regarding
aggregation of assets, state the asset sizes of the
existing funds whose net assets will be aggregated.
Response: The requested disclosure will be made in the
footnotes to both the advisory and subsadvisory fee
tables.
2 6 For clearer presentation, the expense table should
be re-formatted so that the column captions are the
Series I, II, III and NAV shares (Current and
Amended Advisory Agreements) and the row captions
are the different expense items.
Response: The table of expenses under the Current and Amended
Advisory Agreements will be re-formatted in the
manner requested.
3 10 Under "Evaluation by the Board of Trustees," the
discussion regarding the overall business
arrangement between the Adviser and GMO should
specify the
<PAGE>
2
conflicts of interest that are referred to and
describe more explicitly the nature of the
arrangement giving rise to the conflicts of
interest (i.e., the termination and "lock-up"
provisions).
Response: The disclosure will be revised in the manner
requested.
4 20 In the table of comparable funds managed by the new
subadviser, GMO, it would be helpful to note any
applicable breakpoints with respect to the GMO
management fee rates and to indicate, where
applicable, the portion (%) of a fund's assets that
are managed by GMO.
Response: The disclosure will be revised to make clear that
the GMO fee rates for the named GMO funds are the
same at all asset levels. The Managed Trust is the
only fund listed in the table with respect to which
GMO manages only a portion of the assets, and the
disclosure will be revised to indicate the portion
(%) that is managed by GMO.
The Trust acknowledges that the adequacy and accuracy of the disclosure
in the Proxy Statement is its responsibility. The Trust also acknowledges that
staff comments or changes in response to staff comments in the proposed
disclosure in the Proxy Statement do not foreclose the Commission from taking
any action with respect to the Proxy Statement. The Trust represents to the
Commission that staff comments may not be asserted as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please call me at 202-906-8712 or John W. Blouch of this office at
202-906-8714 if you have any questions.
Very truly yours,
DYKEMA GOSSETT PLLC
/s/ Bruce W. Dunne
Bruce W. Dunne
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