SecProbe.io

CORRESP
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filename1.htm

    Abigail P. Hemnes

    abigail.hemnes@klgates.com

    September 3, 2021

    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:
    Christina DiAngelo Fettig

    Sonny Oh

    Re:
    John Hancock Funds II (the “Trust”) —
    File Nos. 333-258385

    Registration Statement on Form N-14

Dear Mr. Oh and Ms. Fettig:

On behalf of the Trust, we submit this letter
in response to comments received by telephone on August 26, 2021 from Christina DiAngelo Fettig of the accounting review staff of the
Securities and Exchange Commission (the “SEC”), and on August 27, 2021, from Sonny Oh of the SEC disclosure review
staff, each with respect to the registration statement on Form N-14 (the “Registration Statement”) relating to the
registration of shares of John Hancock Opportunistic Fixed Income Fund, a series of the Trust (the “Acquiring Fund”),
in connection with the reorganization of John Hancock Short Duration Credit Opportunities Fund (the “Target Fund” and
together with the Acquiring Fund, the “Funds”), also a series of the Trust, with and into the Acquiring Fund (the “Reorganization”).
The Registration Statement was filed with the SEC on August 2, 2021, accession no. 0001133228-21-004172.

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.

Accounting Staff Comments

 1. Comment — Under “Summary Comparisons of Target Fund to Acquiring Fund – Investment
Objectives and Principal Investment Strategies,” please consider revising the disclosure stating that the Target Fund “considers
related investments to include derivatives” as it indicates the Acquiring Fund does not invest in derivatives.

Response — In response to
this comment the Trust has revised the disclosure in the paragraph to read as follows:

The primary difference in the Funds’
stated principal investment strategies is that, whereas the Target Fund has a policy to invest at least 80% of its assets in bonds and
related investments and maintain an average portfolio duration of approximately three years or less, the Acquiring Fund has a policy to
invest at least 80% of its net assets (plus any borrowings for investment

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purposes) in fixed-income instruments. The
Target Fund considers related investments to include derivatives (such as total return swaps, interest-rate swaps, credit default swaps,
credit default swap indexes, and futures), loans, and credit-linked notes, and may be used for hedging purposes or as a substitute for
investing in bonds. The Acquiring Fund also utilizes derivatives (exchange-traded or over-the-counter), which may include futures
contracts, options, credit default swaps, foreign currency swaps, interest rate swaps, total return swaps and foreign currency forward
contracts. The Acquiring Fund considers fixed income instruments to include, but not be limited to the following securities, which
may be denominated in U.S. dollars or foreign currencies: sovereign debt, inflation-linked bonds, corporate and high yield credit (also
known as “junk bonds”), securitized debt, bank loans and floating rate loans and emerging markets debt, convertible and hybrid
securities.

 2. Comment — Under “Summary Comparisons of Target Fund to Acquiring Fund – Investment
Objectives and Principal Investment Strategies,” please clarify whether the disclosure stating that the Target Fund will need to
reposition certain portfolio holdings is intended to indicate that the repositioning is a forced sale or that the repositioning is planned.

Response — Supplementally,
the Trust confirms that the Target Fund is planning to reposition certain of its portfolio holdings as part of the Reorganization. The
Trust notes that it will utilize a transition manager to assist in transitioning the Target Fund’s holdings in connection with the
Reorganization. Therefore, the Trust has revised the disclosure to read as follows:

Prior to the consummation of the Reorganization,
the Target Fund will need is planning to reposition certain of its portfolio holdings as part of the Reorganization.
The Target Fund will use a transition manager to assist in transitioning cash and portfolio securities in connection with the Reorganization.
The Advisor believes that such repositioning may be significant. The Target Fund is expected planning to
sell approximately 99.5% of its investments and invest the proceeds of such sales in treasury instruments, or hold
cash and/or cash equivalents, or in securities currently held by the Acquiring Fund.

 3. Comment — Under “Summary Comparisons of Target Fund to Acquiring Fund – Investment
Objectives and Principal Investment Strategies,” please clarify why the proceeds of the sale of 99.5% of the Target Fund’s
investments will be invested in treasury instruments or will be held as cash and/or cash equivalents.

Response — Supplementally,
the Trust has revised its disclosure to note that 99.5% of the Target Fund will be repositioned prior to the Reorganization and 72% will
be held in treasury instruments or in cash and/or cash equivalents due to differences in opinion of the two Funds’ portfolio manager
teams in selecting securities. The Trust notes that different portfolio management teams will make different investment decisions, even
if the strategies of the funds they manage are similar, given the broad universe of securities and differences in the Acquiring Fund and
Target Fund’s investment processes. Please also see the response to Comment 2 above.

 4. Comment — Under “Summary Comparisons of Target Fund to Acquiring Fund – Investment
Objectives and Principal Investment Strategies,” please clarify the timeframe for the analysis of the brokerage commissions and
capital loss that is expected to result from the sale of portfolio securities.

Response —
In response to this comment the Trust has revised the disclosure to read as follows:

       2

As of May 10,
2021, the sales Sales of portfolio securities by the Target Fund are expected to result in brokerage commissions
of approximately $437,875 (0.25%, or $0.02 per share), resulting in anticipated capital loss of $486,444 ($0.02 per share). Purchases
of portfolio securities by the Target Fund are expected to result in brokerage commissions of approximately $28,736 (0.02%, or less than
$0.01 per share). Sales of portfolio securities by the Acquiring Fund after the Reorganization are expected to result
in brokerage commissions of approximately $31,738 (0.02%, or less than $0.01 per share), resulting in anticipated capital loss of $427,696
($0.02 per share)have no cost. The actual costs and capital gains may differ due to the timing of such sales.

 5. Comment — Under “Comparison of Fund Classes,” please clarify why the Target Fund’s
Class R2, Class R4 and Class R5 shares are not involved in the Reorganization.

Response —
Supplementally, the Trust notes that the Target Fund’s Class R2, Class R4 and Class R5 shares are not involved in the Reorganization
because they are not operational share classes. In response to this comment the Trust has revised the disclosure to read as follows:

Each Fund currently offers
Class A, Class C, Class I, Class R6 and Class NAV shares, as well as Class 1 for the Acquiring Fund only, and Class R2, Class R4 and Class
R5 shares for the Target Fund only, which are not involved in the Reorganization because they are not operational share classes.

 6. Comment — Under “Comparison of Fund Classes,” please compare the differences
between the Target and the Acquiring Funds’ sales charges.

Response —
In response to this comment the Trust has revised the disclosure to read as follows:

 ▪ Class A shares of the Acquiring Fund are offered with a front-end sales charge of 5.00%. Class A
shares of the Target Fund are offered with a front-end sales charge of 2.50%.

 ▪ Class A shares of the Acquiring Fund are offered with a front-end sales charge and
there is a 1.00% contingent deferred sales charge (“CDSC”) on certain investments in Class A shares, including
those of $1 million or more that are sold within one year of purchase. Class A Shares of the Target Fund are offered with a 0.50%
CDSC on certain investments in Class A shares, including those of $250,000 or more that are sold within one year of purchase.

 7. Comment — Under “Comparison of Investment Risks,” please supplementally explain
and consider revisions to the presentation of the Funds’ risks. The Accounting staff notes that the risks attributable to the Acquiring
Fund and the Target Fund appear identical.

Response —
While “Foreign securities risk”, “Hedging, derivatives, and other strategic transactions risk” and “Sector
risk” are applicable to both the Target Fund and the Acquiring Fund, the “Hedging, derivatives, and other strategic transactions
risk” applicable to the Acquiring Fund includes disclosure noting additional derivatives that the Fund may invest in. In addition,
the “Sector risk” applicable to the Acquiring Fund includes disclosure discussing the Fund’s investment in securities
of companies in the financial services sector. Finally, while the “Foreign securities risk” is identical for both the Acquiring
and Target Fund, the Target Fund has an associated risk (“Hong Kong Bond Connect Program (Bond Connect) risk”) that is not
applicable to the Acquiring Fund and has accordingly been disclosed as differing. In response to this comment, the Trust has revised the
disclosure to remove the enumerated risks from the “Principal Risks Specific to John Hancock Short Duration Credit Opportunities
Fund” and “Principal Risks

       3

Specific to John Hancock Opportunistic
Fixed Income Fund” sections and the following risks are added under the “Principal Risks Applicable to Both Funds” section:

Hedging, derivatives,
and other strategic transactions risk. Hedging, derivatives, and other strategic transactions
may increase a fund’s volatility and could produce disproportionate losses, potentially more than the fund’s principal investment.
Risks of these transactions are different from and possibly greater than risks of investing directly in securities and other traditional
instruments. Under certain market conditions, derivatives could become harder to value or sell and may become subject to liquidity risk
(i.e., the inability to enter into closing transactions). Target Fund: Derivatives and other strategic transactions that
the fund intends to utilize include: credit default swaps, futures contracts, total return swaps, and interest-rate swaps. Futures contracts
and swaps generally are subject to counterparty risk. In addition, swaps may be subject to interest-rate and settlement risk, and the
risk of default of the underlying reference obligation. Acquiring Fund:  Derivatives and other strategic transactions that
the fund intends to utilize include: credit default swaps, foreign currency forward contracts, foreign currency swaps, total return swaps,
futures contracts, options on futures, interest-rate swaps, inverse floating-rate securities, options, reverse repurchase agreements,
and swaps. Foreign currency forward contracts, futures contracts, options, and swaps generally are subject to counterparty risk. In addition,
swaps may be subject to interest-rate and settlement risk, and the risk of default of the underlying reference obligation. Derivatives
associated with foreign currency transactions are subject to currency risk. An event of default or insolvency of the counterparty to a
reverse repurchase agreement could result in delays or restrictions with respect to the fund’s ability to dispose of the underlying
securities. In addition, a reverse repurchase agreement may be considered a form of leverage and may, therefore, increase fluctuations
in the fund’s net asset value per share (NAV).

Sector risk. When
a fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector performance and could
fluctuate more widely than if the fund were invested more evenly across sectors. Acquiring Fund: To the extent that a fund
invests in securities of companies in the financial services sector, the fund may be significantly affected by economic, market, and business
developments, borrowing costs, interest-rate fluctuations, competition, and government regulation, among other factors, impacting that
sector.

 8. Comment — Under “Comparison of Expenses,” please update to include the pro
forma total annual operating expenses of the shares of the Acquiring Fund as opposed to the total annual operating expenses of the
shares of the Acquiring Fund.

Response —
In response to this comment the Trust has revised the disclosure in the paragraph to read as follows:

As shown in the
table below, theThe pro forma total annual operating expenses of the Class C, Class I, Class
R6 and Class NAV shares of the combined Acquiring Fund to be issued in the Reorganization are expected to be higher than
the expenses of the Class C, Class I, Class R6 and Class NAV shares of the Target Fund to be exchanged, respectively, before expense waivers,
and to be lower than the expenses of the Class A, Class C, Class I, Class R6 and Class NAV shares of the Target Fund to be exchanged,
respectively, after expense waivers. Specifically, the pro forma net expense ratios of the combined
Acquiring Fund’s Class A, Class C, Class I, Class R6 and Class NAV shares as of February 28, 2021 were 1.21%, 1.96%, 0.96%, 0.85%
and 0.84%, respectively, after current expense waivers, whereas the expense ratios of the Target Fund’s Class A, Class C, Class
I, Class R6 and Class NAV shares as of May 10, 2021 were 1.35%, 2.05%, 1.05%, 0.94% and 0.93%, respectively, after current expense waivers.

       4

As shown in the
table belowAdditionally, the pro forma gross expense ratios of the classes of shares of
the combined Acquiring Fund are expected to be higher than the respective operating expense ratios for the corresponding
share class of the Target Fundyour fund before expense waivers for Class C, Class I, Class R6 and Class
NAV shares. Specifically, the pro forma gross expense ratios of the combined Acquiring Fund’s
Class A, Class C, Class I, Class R6 and Class NAV shares as of February 28, 2021 were 1.352.07%, 2.102.82%,
1.101.82%, 0.991.71% and 0.981.70%, respectively,
before current expense waivers, whereas the expense ratios of the Target Fund’s Class A, Class C, Class I, Class R6 and Class NAV
shares as of May 10, 2021 were 1.36%, 2.06%, 1.06%, 0.95% and 0.94%, respectively, before current expense waivers. On a pro forma
basis, for the 12-month period ended February 28, 2021, the Reorganization would result in a $228,400 decrease in combined other operating
expenses (including audit fees), due to the combined fund eliminating duplicative expenses and achieving other operating economies of
scale, resulting in $0.01 per share expense decrease. After the expiration of the current expense waivers, if the expense waivers
are not continued past their expiration date, the expenses borne by shareholders of the Acquiring Fund would increase.

    John Hancock Short

Duration Credit

Opportunities Fund

(Target Fund)

(12-month period ended

January 31, 2021, adjusted

for Target Fund assets as of

May 10, 2021)
    John Hancock

Opportunistic Fixed

Income Fund

(Acquiring Fund)

(12-month period ended

February 28, 2021)
    John Hancock Opportunistic

Fixed Income Fund

(Acquiring Fund)

(Pro Forma combining Target

Fund and Acquiring Fund)

(12-month period ended

February 28, 2021)

    Class A

(Gross Expense Ratio)
    1.36%
    2.07%
    1.35%

    Class A

(Net Expense Ratio)
    1.35