SEC Division of Corporation Finance no-action letter: Manulife Financial Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
June 26,2007 DIVISION OF
CORPORATION FINANCE
Peter N. McIsaac
Kirkpatrick & Lockhart, Preston, Gates, Ellis, LLP State Street Financial Center One Lincoln Street Boston, MA 02i 11-2950 Re: In the matter of John Hancock Investment Management Services, LLC, John Hancock Distributors, LLC, John Hancock Advisers, LLC and John Hancock Funds, LLC - Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. McIsaac:
This is in response to your letter dated June 13,2007, written on behalf of your client Manulife Financial Corporation (Company) and constituting an application for relief from the Company being considered an "ineligible issuer" under Rule 405(l)(vi) of the Securities Act of 1933 (Securities Act). The Company requests relief from being considered an ineligible issuer under Rule 405, due to the entry on June 25,2007, of a Commission Order (Order) pursuant to Section 15(b) the Securities Exchange Act of 1934, Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, and Sections 9(b) and 9(f) of the Investment Company Act of 1940, naming as respondents John Hancock Investment Management Services, LLC; John Hancock Distributors, LLC; John Hancock Advisers, LLC; and John Hancock Funds, LLC (Respondents), all of which are subsidiaries of the Company. Based on the facts and representations in your letter, and assuming the Company and the Respondents comply with the Order, the Commission, pursuant to delegated authority has determined that the Company has made a showing of good cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts fiom those represented or non-compliance with the Order might require us to reach a different conclusion. Sincerely, hag .' ' Zl%rlitz, chief office of Enforcement Liaison Division of Corporation Finance