SecProbe.io

CORRESP
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filename1.htm

        May 12, 2020

        Abigail P. Hemnes

        abigail.hemnes@klgates.com

        T +1 617 951 9053

        F +1 617 261 3175

VIA EDGAR

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 02549

Attention: Sonny Oh

    Re:
    John Hancock Funds II (the “Trust”) — File Nos. 333-126293 and 811-21779

    Registration Statement on Form N-1A

Dear Mr. Oh:

On behalf of the Trust, we submit this
letter in response to comments received by telephone on May 5, 2020, from the staff (“Staff”) of the Securities and
Exchange Commission (the “SEC”) with respect to Post-effective Amendment No. 222 under the Securities Act of 1933,
as amended, and Amendment No. 224 under the Investment Company Act of 1940, as amended (the “1940 Act”), to the Trust’s
Registration Statement on Form N-1A, filed with the SEC on March 17, 2020, accession no. 0001133228-20-001066 (the “Amendment”).
The Amendment relates to Multi-Asset High Income Fund (formerly Income Allocation Fund), a series of the Trust (the “Fund”).

For convenience, we have set forth each
comment below, followed by the Trust’s response. Unless otherwise stated, capitalized terms have the same meaning as in the
Amendment.

Prospectus Comments

    1.
    Comment — The Staff notes that the Fund recently changed its name. Please update the Fund’s series and class identifiers on EDGAR to reflect the Fund’s new name.

   Response — The Trust
will make the requested change.

    2.
    Comment — Please include the exchange ticker symbol for each class of shares of the Fund on the front covers of the prospectus and the Statement of Additional Information (the “SAI”).

  Response
                                         — The exchange ticker symbol of Class NAV shares of the Fund will be included
                                         on the front cover of the prospectus and the SAI when such class is offered to the general
                                         public.

    K&L
        Gates LLP

        State
        Street Financial Center   One Lincoln Street   Boston   MA 02111

        T +1 617 261 3100
        F +1 617 261 3175   klgates.com

    3.
    Comment — Please confirm that the commission legend required by Rule 481(b) will be included.

    Response — The Trust so confirms.

    4.
    Comment —Please provide for the Staff’s review completed fee tables under “Fund summary — Fees and expenses” as part of this letter.

    Response — The fee tables for the Fund and the share class described in the Amendment are included in Appendix A to this letter.

    5.
    Comment — Under “Fund Summary — Fees and expenses,” please confirm whether the Trust intends to designate Class NAV shares of the Fund as “Clean Shares” for purposes of the relief provided by the SEC staff in its no action letter to Capital Group (publicly available January 11, 2017) (“Capital Group”). If so, please confirm that the conditions of, and disclosure required by, that letter have been satisfied.

    Response — The Trust does not intend to designate Class NAV shares of the Fund as “Clean Shares” for purposes of the relief provided by the Capital Group letter. Accordingly, the Trust respectfully notes that no further confirmation is necessary in response to this comment.

    6.
    Comment — Regarding the disclosure under “Fund summary — Expense example,” please disclose in the narrative introduction that the contractual waivers, if any, are reflected for only one year or the duration of the waiver.

    Response — The Trust confirms that the expense examples reflect the effect of any contractual fee waivers only for the periods described in the fee table, as permitted by Instruction 4(a) to Item 3 of Form N-1A. However, as Form N-1A does not require disclosure related to this approach, the Trust respectfully declines to make any changes in response to this comment.

    7.
    Comment — Under “Fund summary — Principal investment strategies,” please consider whether the expected discontinuation of the London Inter-Bank Offered Rate (“LIBOR”) would constitute a principal risk of the Fund. If the Trust believes that the discontinuation of LIBOR is not a principal risk of the Fund, please explain supplementally how the Trust reached this conclusion. If the Trust does conclude that the discontinuation of LIBOR is a principal risk of investing in the Fund, please include appropriate risk disclosure that is tailored to how the Trust expects the discontinuation of LIBOR to impact the Fund, including how any transition to any successor rate could impact the liquidity and value of the Fund’s investments that reference LIBOR. Please refer to the SEC Staff’s Statement Highlighting the Risks for Market Participants to Consider As They Transition Away from LIBOR, dated July 12, 2019.

    Response — In response to the Staff’s comment, the Trust has added “LIBOR discontinuation risk” to the Fund’s prospectus.

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    8.
    Comment — The Fund states under “Fund summary — Principal investment strategies” that it may invest in emerging markets. Please disclose the method the Fund uses to determine whether a country is an emerging markets country.

    Response — With respect to the methodology used to determine whether a country is an emerging market, the Fund does not formally distinguish between foreign and emerging market securities and respectfully declines to make any changes in response to this comment. With respect to risk disclosure, the Trust notes that “Emerging-market risk” is included as a sub-risk of “Foreign securities risk” in the Fund’s prospectus.

    9.
    Comment — The Fund states under “Fund summary — Principal investment strategies” that the Fund may focus its investments in a single country. Given that the principal risks of the Fund include reference to the risks of investing in Chinese bonds, consider updating the disclosure in the principal investment strategies to refer specifically to China, rather than to a single country.

    Response — The Trust respectfully notes that the Fund may focus its investments in any single country, not just in China. Therefore, the Trust respectfully declines to make any changes in response to this comment.

    10.
    Comment — The Fund states under “Fund summary — Principal investment strategies” that Fund may invest up to 100% of its assets in fixed-income securities. Please confirm supplementally how this is consistent with the term “multi-asset” in the Fund’s name.

    Response — In response to the Staff’s comment, the Trust has revised the Fund’s principal investment strategies, in pertinent part, as follows:

    “Under normal market conditions, the fund invests in a broad range of income-producing securities across asset classes as market conditions warrant, but the fund may invest up to 100% of its assets in fixed-income securities and may invest up to 70% of its assets in equity securities from time to time to adjust to prevailing market conditions.”

    11.
    Comment — Given the variety of securities and underlying funds in which the Fund can invest, please consider providing allocation percentages as much as possible.

    Response — The Trust respectfully declines to make any changes in response to this comment to maintain appropriate flexibility in the Fund’s investment strategies.

    12.
    Comment — The Fund states under “Fund summary — Principal investment strategies” that Fund may invest up to 70% of its assets in equity securities. Please consider disclosing whether the Fund will be investing up to this limit directly, or indirectly through an underlying fund or through the use of derivatives.

    Response — In response to the Staff’s comment, the Trust notes that it generally intends such investments to be direct investments. With respect to derivatives, the Trust notes that the Fund reserves the right to use derivatives to count towards its investment policies. Derivative

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  instruments are valued based upon their market value taking into account the terms of the
                                                                            instrument in connection with the Fund’s investment policies. However, although the Fund may utilize derivatives
                                                                            investments and may include them in its investment policies, the Trust respectfully declines to revise its disclosure, as it
                                                                            believes the disclosure is sufficient. The Trust also notes that it has taken this approach with respect to a number of funds
                                                                            in its complex and that this approach is therefore consistent on a complex-wide basis.

    13.
    Comment — The Fund states under “Fund summary — Principal investment strategies” that Fund may invest up to 70% of its assets in equity securities. Please clarify whether this reference should refer to income producing equity securities.

    Response — The Trust respectfully declines to make any changes in response to this comment to maintain appropriate flexibility in the Fund’s investment strategies.

    14.
    Comment — The Fund states under “Fund summary — Principal investment strategies” that Fund may invest in individual fixed-income securities to an unlimited extent. Please confirm whether there is, in fact, a percentage limitation on the Fund’s investments in individual fixed-income securities. If so, please disclose that percentage.

    Response — In response to the Staff’s comment, the Trust has revised the Fund’s principal investment strategies, in pertinent part, as follows:

    “The fund may invest in individual fixed-income securities to the fullest extent permissible.”

    15.
    Comment — The Fund states under “Fund summary — Principal investment strategies” that the Fund may invest significantly in below-investment-grade bonds (e.g., high yield bonds, junk bonds, or arbitrage and distressed securities), below-investment-grade bank loans, foreign currency denominated bonds and bonds of emerging market issuers. Please revise this disclosure to clarify that below-investment-grade bonds specifically are commonly known as “junk bonds”

    Response — In response to the staff’s comment, the Trust has revised the disclosure as follows:

    “The fund may also invest significantly in below-investment-grade bonds (also known as junk bonds), (e.g., high yield bonds, junk bonds, or arbitrage and distressed securities), below-investment-grade bank loans, foreign currency denominated bonds and bonds of emerging market issuers.”

    16.
    Comment — The Fund states under “Fund summary — Principal investment strategies” that “direct investments in loans may be illiquid and holding a loan could expose the Fund to the risks of being a direct lender.”  Given the liquidity profile of these investments, please explain how the Fund determined that its investment strategy is appropriate for the open-end structure. The Staff notes that the response should include general market data on these types of investments and information concerning the relevant factors referenced in the release adopting Rule 22e-4 under

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  the 1940 Act. See Investment Company Liquidity Risk Management Program, 1940 Act Rel. No.
                                                                            32315, dated October 13, 2016, pages 154-155

    Response — As a general matter, the Trust believes that these types of investments do not present an inherently high degree of liquidity risk. The Trust notes that there are many open-end funds in the industry that invest in bank loans. Additionally, the Trust confirms that, pursuant to Rule 22e-4(iv), the Fund will not acquire any illiquid investment, if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments.

    John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC (together, “John Hancock”), as administrator of the Fund’s Liquidity Risk Management Program (the “Program”), assess and manage the liquidity risk of the Fund in accordance with Rule 22e-4 under the 1940 Act and the Program. In administering the Program, John Hancock considers a number of factors, including whether the Fund’s investment strategy is appropriate for an open-end fund. John Hancock believes the Fund’s investment strategy is appropriate for an open-end fund and, in making that assessment, considered several factors. The following factors are taken into consideration in our assessment of the appropriateness of an investment strategy for an open-end fund structure: 1) Fund’s ability to meet redemption requests without diluting remaining investors’ interest, 2) portfolio liquidity during normal and reasonably foreseeable stressed conditions, 3) portfolio concentration and holdings of large positions in a particular issue or issuer, including consideration of exposures to securities with extended settlement periods, 4) use of borrowing for investment purposes and derivatives, 5) holdings of cash and cash equivalents, and 6) borrowing arrangements and other funding sources.

    Pursuant to the Program, John Hancock assesses the liquidity of each of the Fund’s proposed holdings at different asset levels and classifies them in accordance with the requirements of Rule 22e-4, using a vendor provided model. The asset classification model requires four key parameters in order to conduct the analysis and assign the proper asset classification: 1) Percent of the portfolio to be disposed (i.e., RATS), 2) Transaction cost limits, 3) Liquidity surface assignments for each position, 4) Time it takes to settle the trade. The asset classification model offered by our vendor uses market data sourced from a number of different providers in order to model and calibrate their universe of liquidity surfaces, which are maintained at the security, issuer or market segment level.

    17.
    Comment — The Fund states under “Fund summary — Principal investment strategies” that below-investment-grade bonds (also known as junk bonds) acquired by the fund directly or through investing in exchange-traded funds (ETFs) and other underlying funds will generally be in the lower categories of the major rating agencies (BB or lower by Standard & Poor’s Ratings Services (S&P) or Ba or lower by Moody’s Investors Service, Inc. (Moody’s)) or will be determined by the management team to be of similar quality. Please consider clarifying whether the management team may make independent determinations with respect unrated bonds.

    Response — In response to the Staff’s comment, the Trust has revised the disclosure as-follows:

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    “Below-investment-grade bonds (also known as junk bonds) acquired by the fund directly or through investing in exchange-traded funds (ETFs) and other underlying funds will generally be in the lower categories of the major rating agencies (BB or lower by Standard & Poor’s Ratings Services (S&P) or Ba or lower by Moody’s Investors Service, Inc. (Moody’s)) or if unrated, will be determined by the management team to be of similar quality.”

    18.
    Comment — The Fund states under “Fund summary — Principal investment strategies” that the Fund may invest in securities of both U.S. or foreign issuers without limit, which can be U.S. dollar-based or foreign currency-based and may be currency hedged or unhedged. Please confirm that there is corresponding risk disclosure relating foreign currency.

    Response — In response to the Staff’s comment, the Trust notes that the following disclosure is included within “Foreign securities risk:”

    “Currency fluctuations and political and economic developments may adversely impact the value of foreign securities.”

    Therefore, the Trust respectfu