SEC Company Response from JOHN HANCOCK MUNICIPAL SECURITIES TRUST (CIK 0000857769) — Dec 29, 2004
JOHN HANCOCK MUNICIPAL SECURITIES TRUST (CIK 0000857769)
Date: Dec. 29, 2004 · CIK: 0000857769 · Accession: 0001010521-04-000315
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JOHN HANCOCK CALIFORNIA TAX-FREE INCOME
JOHN HANCOCK TAX-EXEMPT SERIES
JOHN HANCOCK TAX-FREE BOND TRUST
101 Huntington Avenue
Boston, Massachusetts 02199
December 27, 2004
VIA EDGAR
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: John Hancock California Tax-Free Income - File # 33-31675
John Hancock Tax-Exempt Series - File # 33-12947
John Hancock Tax-Free Bond Trust - File # 33-32246 (the "Registrants")
Rule 485(a) Filings of October 27, 2004 and December 13, 2004 correspondence
Dear Brion: The following is in response to our telephone conversation regarding
your comments on the filings and correspondence referenced above.
Comment 1- All Funds - Prospectus and SAI - Valuation of Shares
Make the prospectus and SAI disclosure regarding valuation procedures more
specific to the type of fund and address specific circumstances requiring fair
valuation. Response - Valuation of Shares section of the prospectus has been
rewritten (see attached). Non applicable language in the Net Asset Value section
of the SAIs has been deleted (see attached).
Comment 2 - All Funds - Prospectus - Excessive Trading
Please provide support for a) right to cancel or reject a purchase order under
Section 22(e) and Rule 22c-1 and b) right to delay exchange. Response - Right to
reject an order: Section 22(e) of the Investment Company Act prohibits an
investment company from suspending the right to redeem shares, except in
circumstances prescribed by the Commission. Rule 22c-1 does not address the
question of the right to restrict, reject or terminate any order, it merely
governs the price at which purchase and redemption orders are processed.
The fund is not suspending under any circumstances the right to redeem shares. A
shareholder has the right to redeem shares at any time. Section 22(e) does not
prohibit an investment company from suspending the right to purchase shares. In
fact, there is nothing in the Investment Company Act, which requires an
investment company to accept any purchase order. The Act establishes
requirements on how an investment company treats accepted purchase orders, that
is they must be priced on the basis of the next determined net asset value;
however, an investment company is free to reject any order or to cancel an order
if subsequent to its processing it is determined to be contrary to the fund's
policies. To suggest otherwise would be to deny an investment company
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any means of combating market timing or excessive trading in the funds,
preventing the use of funds for money laundering or implementing, where
required, any suitability analysis. Since an exchange order entails in effect a
simultaneous purchase and redemption request, the issue arises whether the
rejection or cancellation of an exchange order is equivalent to the suspension
of a redemption right. We believe that the better position is that the rejection
or cancellation of an exchange order does not have that effect; rather, in order
for the exchange order to be in good order and capable of acceptance, both parts
of the transaction must be appropriate for processing. The opposite conclusion,
that the redemption must be processed although the purchase is rejected, may
result in consequences that are disadvantageous to the investor. With this
approach an investor always has the ability to require a redemption by placing a
redemption order. If an investor is more concerned with the redemption portion
of the transaction than the reinvestment, an investor may instead of an exchange
order place concurrent purchase requests for the new fund and redemption request
for the current fund. To clarify the investors rights, appropriate language has
been added (See attached).
Right to delay Exchange: In a no-action letter to the Investment Company
Institute, dated November 13, 2002, the staff of the Commission agreed that an
investment company may effectuate exchanges on a delayed basis in order to seek
to prevent market timing in the fund. Section 11(a) generally makes it unlawful
for any fund or its principal underwriter to make an exchange offer for the
shares of another fund on any basis other than the relative net asset value of
the respective securities to be exchanged. Under Section 11(a), the net asset
value used must be the price used for public sale of the shares either (i) at
the time of receipt of the exchange offer or (ii) at such later time specified
in the offer. The staff in the ICI letter agreed that a fund could, consistent
with Section 11(a) make an exchange offer on a specified delayed basis, so long
as the terms are fully and clearly described in the prospectus.
The ICI no-action letter provided two examples of delayed exchanges but did not
suggest that such arrangements were those exclusively available in compliance
with Section 11(a). We also respectively suggest that, as the Commission has
indicated that it is incumbent upon investment companies to implement procedures
to seek to effectively prevent market timing, the staff of the Commission must
likewise be flexible in applying its interpretive positions in order to permit
the investment company to fulfill that preventative mandate, particularly where
the proposed action does not benefit the management company and is being
implemented in the best interests of shareholders of the fund.
The prospectus is clear as to the terms of the exchange offer. Under normal
circumstances, the exchange is affected at the net asset value next determined
following receipt of the exchange order. However, the fund can implement the
exchange at the relative net assets value one the following business day if that
would be in the best interests of the fund. In the context of the discussion of
excessive trading and market timing, the circumstances in which the fund may
exercise this right is clear. The prospectus has been modified to make this
context clearer (See attached).
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We believe that the prospectus disclosure regarding the exchange privilege meets
the standards of Section 11(a) and the ICI no action letter and represents a
reasonable compromise in providing the individual investor with a clear
statement of that investor's rights while seeking to protect the collective
interests of shareholders of the fund.
Comment 3 - All Funds - Prospectus - Limitations on exchange activity Provide
explanation for exceptions to the exchange limitation policy. Response -
Appropriate language has been added (See attached).
Comment 4 - All Funds - Prospectus - Excessive trading risk
Since these are tax-free funds, the inclusion of disclosure regarding foreign
securities or small cap equity securities is inappropriate. Revise and include
disclosure appropriate to the nature of the fund's investments. Response -
Appropriate changes have been made (See attached).
Comment 5 - All Funds - Prospectus - Reference to SAI disclosure
Provide the statement called for by Item 4(d) of Form N-1A. Response -
Appropriate language has been added to the back cover of Prospectus in the "For
more Information section" (See attached).
Comment 6 - All Funds - SAI - Portfolio Holdings Disclosure Issue A - For all of
these disclosures, must address (a) frequency and time lag, (b) monitoring, (c)
manner of oversight and (d) why in best interest of fund. Issue B - Disclose,
pursuant to Item 11(f)(1)(v) the persons authorized to release the disclosure
(CCO) Issue C - Disclose whether each category of disclosure is ongoing, and if
so add the disclosure required by Item 11(f)(2) Issue D - Affiliated persons-
Provide disclosure regarding the procedures relating to provision of portfolio
holdings information to affiliate. Response - Disclosure has been redone to
accommodate all comments (See attached)
Comment # 7: High Yield Municipal Bond Fund
Please address our concern that having the High Yield Municipal Bond Fund as a
series of the Tax-Free Bond Trust is misleading to the shareholders. Response -
We do not feel that this is misleading to the shareholders. The investment
policy of the High Yield Municipal Bond Fund is clearly spelled out in both the
prospectus and the Statement of Additional Information. Please note that the
fact that the Fund is a series of the Tax-Free Bond Trust is only mentioned in
the introduction to the SAI.
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TRANSACTION POLICIES
Valuation of shares The net asset value (NAV) per share for each fund and class
is determined each business day at the close of regular trading on the New York
Stock Exchange (typically 4. P.M. Eastern time). Each fund generally values its
portfolio of municipal securities and other investments using closing market
prices or readily available market quotations. When closing market prices or
market quotations are not available or are considered by the Adviser to be
unreliable, a fund uses a security's fair value. Fair value is the valuation of
a security determined on the basis of factors other than market value in
accordance with procedures approved by the Board of Trustees. All methods of
determining the value of a security, including those discussed below, on a basis
other than market value, are forms of fair value. The use of fair value pricing
by a fund may cause the net asset value of its shares to differ from the net
asset value that would be calculated only using market prices. For market prices
and quotations, as well as some fair value methods, the fund relies upon
securities prices provided by pricing services. Certain types of securities,
including many municipal securities, are regularly priced using fair value
rather than market prices. The funds' pricing service may use a pricing matrix
to determine the value of municipal securities that do not trade daily. A
pricing matrix is a means of valuing a municipal or other debt security on the
basis of current market prices for other debt securities and historical trading
patterns in the market for fixed income securities. Portfolio securities may
trade on days when the New York Stock Exchange is closed, even though the funds'
shares will not be priced on those days. The fund values debt securities with
remaining maturities of 60 days or less at amortized cost. For more information
on the valuation of shares, please see the Statement of Additional Information.
Buy and sell prices When you buy shares, you pay the NAV plus any applicable
sales charges, as described earlier. When you sell shares, you receive the NAV
minus any applicable deferred sales charges.
Execution of requests Each fund is open on those days when the New York Stock
Exchange is open, typically Monday through Friday. Buy and sell requests are
executed at the next NAV to be calculated after Signature Services receives your
request in good order.
At times of peak activity, it may be difficult to place requests by phone.
During these times, consider using EASI-Line, accessing www.jhfunds.com, or
sending your request in writing.
In unusual circumstances, any fund may temporarily suspend the processing of
sell requests, or may postpone payment of proceeds for up to three business days
or longer, as allowed by federal securities laws.
Telephone transactions For your protection, telephone requests may be recorded
in order to verify their accuracy. Also for your protection, telephone
redemption transactions are not permitted on accounts whose names or addresses
have changed within the past 30 days. Proceeds from telephone transactions can
only be mailed to the address of record.
Exchanges You may exchange shares of one John Hancock fund for shares of the
same class of any other, generally without paying any additional sales charges.
The registration for both accounts involved must be identical.
Class B and Class C shares will continue to age from the original date and will
retain the same CDSC rate. A CDSC rate that has increased will drop again with a
future exchange into a fund with a lower rate. A fund may change or cancel its
exchange policies at any time, upon 60 days' notice to its shareholders. For
further details, see "Additional Services and Programs" in the SAI (see the back
cover of this prospectus).
Excessive trading The funds are intended for long-term investment purposes only
and do not knowingly accept shareholders who engage in "market timing" or other
types of excessive short-term trading. Short-term trading into and out of a fund
can disrupt portfolio investment strategies and may increase fund expenses for
all shareholders, including long-term shareholders who do not generate these
costs.
Right to reject or restrict purchase and exchange orders Purchases and exchanges
should be made primarily for investment purposes. The funds reserve the right to
restrict, reject or cancel, for any reason and without any prior notice, any
purchase or exchange order, including transactions representing excessive
trading and transactions accepted by any shareholder's financial intermediary.
For example, the funds may in their discretion restrict, reject or cancel a
purchase or exchange order even if the transaction is not subject to the
specific "Limitations on Exchange Activity" described below if the funds or
their agents determine that accepting the order could interfere with the
efficient management of a fund's portfolio or otherwise not be in the fund's
best interest in light of unusual trading activity related to your account. In
the event that the funds reject or cancel an exchange request, neither the
redemption nor the purchase side of the exchange will be processed. If you would
like the redemption request to be processed even if the purchase order is
rejected, you should submit separate redemption and purchase orders rather than
placing an exchange order. The funds reserve the right to delay for up to one
business day the processing of exchange requests in the event that, in the
funds' judgment, such delay would be in the funds' best interest, in which case
both the redemption and purchase side of the exchange will receive the funds'
net asset values at the conclusion of the delay period. The funds, through their
agents in their sole discretion, may impose these remedial actions at the
account holder level or the underlying shareholder level.
Exchange limitation policies The funds' Boards of Trustees have adopted the
following policies and procedures by which the funds, subject to the limitations
described below, take steps reasonably designed to curtail excessive trading
practices.
Limitations on exchange activity The funds, through their agents, undertake to
use their best efforts to exercise the
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funds' right to restrict, reject or cancel purchase and exchange orders, as
described above, if an account holder, who purchases or exchanges into a fund
account in an amount of $5,000 or more, exchanges $1,000 or more out of that
fund account within 30 calendar days on three occasions during any 12-month
period. Nothing in this paragraph limits the right of the funds to refuse any
purchase or exchange order, as in the preceding paragraph.
Exchanges made on the same day in the same account are aggregated for purposes
of counting the number and dollar amount of exchanges made by the accountholder.
These exchange limits may be modified for accounts held by certain retirement
plans to conform to plan exchange limits, ERISA considerations or Department of
Labor regulations. Certain automated or pre-established exchange, asset
allocation and dollar cost averaging programs are not subject to these exchange
limits. These programs are excluded from the exchange limitation since the fund
believes that they are advantageous to shareholders and do not offer an
effective means for market timing excessive trading str