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	We need your input on an important proposal that affects your investment
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	Please vote today
	PROXYWe need your input on an important proposal that affects your investment
		MID CAP STOCK FUND PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 6, 2021 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF JOHN HANCOCK FUNDS IIOnline
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Your action is required

John Hancock Bond Trust

John Hancock California Tax-Free Income Fund

John Hancock Capital Series

John Hancock Collateral Trust

John Hancock Current Interest

John Hancock Funds III

John Hancock Investment Trust

John Hancock Investment Trust II

John Hancock Municipal Securities Trust

John Hancock Sovereign Bond Fund

John Hancock Strategic Series

(each, a “Trust” and collectively, the “Trusts”)

July 21, 2022

Please vote today

Dear Shareholder:

I am writing to ask for your assistance with an important matter involving your investment in one or more of the investment portfolios (the “Funds”) of the Trusts listed above. You are being asked to vote on several proposed changes affecting the Funds. To consider and vote on these proposed changes, a Special Joint Meeting of Shareholders of the Trusts (the “meeting”) will be held at via telephone only in light of the COVID-19 pandemic, on September 9, 2022 at 2:30PM, Eastern Time. We encourage you to read the attached materials in their entirety.

The enclosed proxy statement sets forth three proposals on which you are being asked to vote. The first proposal, a routine item, concerns the election of trustees. Routine items make no fundamental or material changes to a Fund’s investment objectives, policies, or restrictions, or to the investment management contract. The other proposals are not considered routine items. All three proposals are summarized below.

The following is an overview of the proposals on which you are being asked to vote. Please note that none of these proposals is expected to have any material effect on the manner in which any Fund is managed or on its current investment objective, nor are they related to the current state of the financial markets. You will find a detailed explanation of each proposal in the enclosed proxy materials.

You are being asked to approve three proposals:

(1)       Election of Trustees

You are being asked to elect eight Trustees as members of the Board of Trustees of each Trust (the “Board”).

(2)       New Form of Advisory Agreement

Shareholders of certain Funds are being asked to approve a new form of Advisory Agreement between their Funds and John Hancock Investment Management LLC (“JHIM” or the “Advisor”). The purpose of this proposal is to streamline the advisory agreements across the John Hancock Fund Complex, primarily to provide more explicitly for a “manager of managers” structure, to clarify that the new form of Advisory Agreement covers only investment advisory services and to provide consistency in operational procedures across the John Hancock Fund Complex. These benefits contribute to a goal of maintaining, and even potentially reducing, operational costs. In addition, restricting the new form of Advisory Agreement to investment advisory services will facilitate the Advisor’s ability to manage those services that are “non-investment” in nature.

The new form of Advisory Agreement will not result in any change in advisory fee rates or the level, nature or quality of advisory services provided to the Funds, and will not increase the Funds’ overall expense ratios. Other details and impacts of this proposal are described in the accompanying proxy statement.

(3)       Proposal adopting a Manager of Managers Structure

Shareholders of certain Funds are being asked to approve a “manager of managers” structure for their Funds. This structure would allow JHIM, subject to the approval of the Board, to replace a Fund’s subadvisor with an unaffiliated subadvisor or materially amend a Fund’s investment subadvisory agreement with an unaffiliated subadvisor without first obtaining shareholder approval, subject to certain conditions. This effectively would allow JHIM to hire and replace unaffiliated subadvisors to the Funds, subject to Board approval but without a Fund having to incur the cost and delay of holding a shareholder meeting to approve a new (or materially amend a current) investment subadvisory agreement. Shareholders would, however, be notified of any changes to a Fund’s subadvisor or subadvisors. This order does not extend to a subadvisor that is an “affiliated person,” as defined in Section 2(a)(3) of the Investment Company Act of 1940, of a Trust or the Advisor, other than by reason of serving as subadvisor to one or more of the Funds, which means that JHIM would not be permitted to replace an unaffiliated subadvisor with an affiliated subadvisor, or materially amend a subadvisory agreement with an affiliated subadvisor, without both Board and shareholder approval.

We Need Your Vote of Approval

After careful consideration, the Board has unanimously approved each of the applicable proposals and recommends that shareholders vote “FOR” their approval, but the final approval requires your vote. The enclosed proxy statement, which I strongly encourage you to read before voting, contains further explanation and important details of the proposals.

How to Vote

Attending the meeting via telephone

To participate in the meeting, shareholders of the Fund must call 1-855-643-7451 no later than 5:00 p.m. Eastern Time on September 8, 2022 and provide your full name and address. You will then be provided with the conference call dial-in information to attend the shareholder meeting. Access to the meeting is limited to shareholders of the Funds or each Fund.

Please read the enclosed proxy statement, and vote your shares as described below. Voting today will save on the potential cost of future mailings to obtain shareholder votes. You may vote your respective shares by proxy in one of three ways:

Online: by visiting the website on your proxy card(s) and entering your control number

Phone: by calling the number listed on your proxy card(s)

Mail: by returning the enclosed proxy card(s)

The undersigned revoking previous proxies, hereby appoint(s) Andrew G. Arnott, Jay Aronowitz, Ariel Ayanna, John J. Danello, Thomas Dee, Philip Fontana, Kinga Kapuscinski, Nicholas J. Kolokithas, Harsha Pulluru, Sarah Coutu, Charles A. Rizzo, Salvatore Schiavone, Christopher Sechler, Betsy Anne Seel and Gina Goldych-Waters, with full power of substitution in each, to vote all the shares of beneficial interest of Mid Cap StockHancock Investment Management Distributors LLC, 200 Berkeley Street, Boston, Massachusetts 02116, Member FINRA, SIPC • John Hancock Investment Management LLC • John Hancock Signature Services, Inc.

Your action is required

John Hancock Bond Trust

John Hancock California Tax-Free Income Fund (“Mid Cap Stock Fund”), a series of

John Hancock Capital Series

John Hancock Collateral Trust

John Hancock Current Interest

John Hancock Funds III

John Hancock Investment Trust

John Hancock Investment Trust II (“JHF II”

John Hancock Municipal Securities Trust

John Hancock Sovereign Bond Fund

John Hancock Strategic Series

(each, a “Trust” and collectively, the “Trusts”)

July 21, 2022

Please vote today

Dear Shareholder:

I am writing to ask for your assistance with an important matter involving your investment in one or more of the investment portfolios (the “Funds”) of the Trusts listed above. You are being asked to vote on several proposed changes affecting the Funds. To consider and vote on these proposed changes, a Special Joint Meeting of Shareholders of the Trusts (the “meeting”) will be held at via telephone only in light of the COVID-19 pandemic, on September 9, 2022 at 2:30PM, Eastern Time. We encourage you to read the attached materials in their entirety.

The enclosed proxy statement sets forth three proposals on which you are being asked to vote. The first proposal, a routine item, concerns the undersignedelection of trustees. Routine items make no fundamental or material changes to a Fund’s investment objectives, policies, or restrictions, or to the investment management contract. The other proposals are not considered routine items. All three proposals are summarized below.

The following is (are) entitledan overview of the proposals on which you are being asked to vote. Please note that none of these proposals is expected to have any material effect on the manner in which any Fund is managed or on its current investment objective, nor are they related to the current state of the financial markets. You will find a detailed explanation of each proposal in the enclosed proxy materials.

You are being asked to approve three proposals:

(1)       Election of Trustees

You are being asked to elect eight Trustees as members of the Board of Trustees of each Trust (the “Board”).

(2)       New Form of Advisory Agreement

Shareholders of certain Funds are being asked to approve a new form of Advisory Agreement between their Funds and John Hancock Investment Management LLC (“JHIM” or the “Advisor”). The purpose of this proposal is to streamline the advisory agreements across the John Hancock Fund Complex, primarily to provide more explicitly for a “manager of managers” structure, to clarify that the new form of Advisory Agreement covers only investment advisory services and to provide consistency in operational procedures across the John Hancock Fund Complex. These benefits contribute to a goal of maintaining, and even potentially reducing, operational costs. In addition, restricting the new form of Advisory Agreement to investment advisory services will facilitate the Advisor’s ability to manage those services that are “non-investment” in nature.

The new form of Advisory Agreement will not result in any change in advisory fee rates or the level, nature or quality of advisory services provided to the Funds, and will not increase the Funds’ overall expense ratios. Other details and impacts of this proposal are described in the accompanying proxy statement.

(3)       Proposal adopting a Manager of Managers Structure

Shareholders of certain Funds are being asked to approve a “manager of managers” structure for their Funds. This structure would allow JHIM, subject to the approval of the Board, to replace a Fund’s subadvisor with an unaffiliated subadvisor or materially amend a Fund’s investment subadvisory agreement with an unaffiliated subadvisor without first obtaining shareholder approval, subject to certain conditions. This effectively would allow JHIM to hire and replace unaffiliated subadvisors to the Funds, subject to Board approval but without a Fund having to incur the cost and delay of holding a shareholder meeting to approve a new (or materially amend a current) investment subadvisory agreement. Shareholders would, however, be notified of any changes to a Fund’s subadvisor or subadvisors. This order does not extend to a subadvisor that is an “affiliated person,” as defined in Section 2(a)(3) of the Investment Company Act of 1940, of a Trust or the Advisor, other than by reason of serving as subadvisor to one or more of the Funds, which means that JHIM would not be permitted to replace an unaffiliated subadvisor with an affiliated subadvisor, or materially amend a subadvisory agreement with an affiliated subadvisor, without both Board and shareholder approval.

We Need Your Vote of Approval

After careful consideration, the Board has unanimously approved each of the applicable proposals and recommends that shareholders vote at“FOR” their approval, but the final approval requires your vote. The enclosed proxy statement, which I strongly encourage you to read before voting, contains further explanation and important details of the proposals.

How to Vote

Attending the meeting via telephone

To participate in the meeting, shareholders of the Fund must call 1-855-643-7451 no later than 5:00 p.m. Eastern Time on September 8, 2022 and provide your full name and address. You will then be provided with the conference call dial-in information to attend the shareholder meeting. Access to the meeting is limited to shareholders of the Funds or each Fund.

Please read the enclosed proxy statement, and vote your shares as described below. Voting today will save on the potential cost of future mailings to obtain shareholder votes. You may vote your respective shares by proxy in one of three ways:

Online: www.proxyvote.com

Phone: 1-855-643-7451

Mail: by returning the enclosed proxy card(s)

John Hancock Investment Management Distributors LLC, 200 Berkeley Street, Boston, Massachusetts 02116, Member FINRA, SIPC • John Hancock Investment Management LLC • John Hancock Signature Services, Inc.

JOHN HANCOCK BOND TRUST

JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND

JOHN HANCOCK CAPITAL SERIES

JOHN HANCOCK COLLATERAL TRUST

JOHN HANCOCK CURRENT INTEREST

JOHN HANCOCK FUNDS III

JOHN HANCOCK INVESTMENT TRUST

JOHN HANCOCK INVESTMENT TRUST II

JOHN HANCOCK MUNICIPAL SECURITIES TRUST

JOHN HANCOCK SOVEREIGN BOND FUND

JOHN HANCOCK STRATEGIC SERIES

(each, a “Trust” and collectively, the “Trusts”)

200 Berkeley Street
Boston, Massachusetts 02116

Notice of special joint meeting of shareholders

To the Shareholders of the Trusts:

Notice is hereby given that a Special Joint Meeting of Shareholders of JHF IIall of the investment portfolios (the “Funds”) of the Trusts (the “Meeting”) towill be held telephonicallyvia telephone only in light of the COVID-19 pandemic, on Wednesday, October 6, 2021, September 9, 2022 at 2:00 p.m.30PM, Eastern Time and at any adjournment(s). A Proxy Statement, which provides information about the purposes of the Meeting. All powers may be exercised by a majority of all proxy holders or substitutes voting or acting, or, if only one votes and acts, then by that one. ReceiptMeeting, is included with this Notice. The Funds involved in the Meeting are listed on the front cover of the Proxy Statement and Prospectus dated August 26, 2021, is hereby acknowledged. If not revoked, this proxy shallStatement. As a registered shareholder, you would be votedvoting on behalf of the Fund shares you own. The Meeting will be held for the proposals included in the Proxy Statement and Prospectus.

following purposes:

Any other business that may properly come before the Meeting.

The Board of Trustees of the Trusts recommends that shareholders vote “FOR” all of the Proposals.

Each shareholder of record at the close of business on June 13, 2022 is entitled to receive notice of and to vote at the Meeting.

The Funds are sensitive to the health and travel concerns that shareholders may have and the protocols that federal, state, and local governments may impose at the time of the Meeting. Due to the difficulties arising from the COVID-19 pandemic, the date, time, location or means of conducting the Meeting may change. In the event of such a change, the funds will announce alternative arrangements for the Meeting as soon as possible. If there are any such changes to the Meeting, the Funds may not deliver additional soliciting materials to shareholders or otherwise amend the funds’ proxy materials. Instead, the Funds plan to announce these changes, if any, by: (i) issuing a press release at jhinvestments.com/about-us/press-releases.com and encourage you to check this website before the meeting; and (ii) filing the announcement with the Securities and Exchange Commission. We are urging all shareholders to take advantage of voting by mail, the internet, or telephone, as provided on the attached proxy card.

Important Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting to be Held on September 9, 2022:

The proxy statement is available at jhinvestments.com/proxy-information

July 21, 2022

Boston, Massachusetts

Your vote is important - Please vote your shares promptly.

Shareholders are invited to attend the Meeting by phone. Any shareholder who does not expect to attend the Meeting is urged to vote by:

In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be.

INSTRUCTIONS FOR EXECUTING PROXY CARD

The following general rules for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card properly.

Individual Accounts: Your name should be signed exactly as it appears on the proxy card(s).

Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown on the proxy card(s).

All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card.

INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE

Read the enclosed Proxy Statement, and have your proxy card(s) handy.

Call the toll-free number indicated on your proxy card(s).

Enter the control number found on the front of your proxy card(s).

Follow the recorded instructions to cast your vote.

INSTRUCTIONS FOR VOTING BY INTERNET

Read the enclosed Proxy Statement, and have your proxy card(s) handy.

Go to the Web site on the proxy card(s).

Enter the “control number” found on your proxy card(s).

Follow the instructions on the Web site.

JOHN HANCOCK BOND TRUST

JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND

JOHN HANCOCK CAPITAL SERIES

JOHN HANCOCK COLLATERAL TRUST

JOHN HANCOCK CURRENT INTEREST

JOHN HANCOCK FUNDS III

JOHN HANCOCK INVESTMENT TRUST

JOHN HANCOCK INVESTMENT TRUST II

JOHN HANCOCK MUNICIPAL SECURITIES TRUST

JOHN HANCOCK SOVEREIGN BOND FUND

JOHN HANCOCK STRATEGIC SERIES

(each, a “Trust” and, collectively, the “Trusts”)

PROXY STATEMENT
SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 9, 2022

The following table summarizes which Funds (and share classes) are being asked to vote on a particular Proposal.

Table of Contents

JOHN HANCOCK BOND TRUST

JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND

JOHN HANCOCK CAPITAL SERIES

JOHN HANCOCK COLLATERAL TRUST

JOHN HANCOCK CURRENT INTEREST

JOHN HANCOCK FUNDS III

JOHN HANCOCK INVESTMENT TRUST

JOHN HANCOCK INVESTMENT TRUST II

JOHN HANCOCK MUNICIPAL SECURITIES TRUST

JOHN HANCOCK SOVEREIGN BOND FUND

JOHN HANCOCK STRATEGIC SERIES

(each, a “Trust” and collectively, the “Trusts”)

200 Berkeley Street
Boston, Massachusetts 02116

PROXY STATEMENT
SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 9, 2022

Introduction

This Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (the “Board” or “Trustees”) of each Trust of proxies to be used at a Special Joint Meeting of shareholders of the Trusts (the “Meeting”) to be held via telephone only, on September 9, 2022 at 2:30PM Eastern Time. Pursuant to the Agreement and Declaration of Trust of each Trust (the “Declaration of Trust”), the Board has designated June 13, 2022 as the record date for determining shareholders eligible to vote at the Meeting (the “Record Date”). All shareholders of record at the close of business on the Record Date are entitled to one vote for each share of beneficial interest of Funds held. This Proxy Statement is first being sent to shareholders on or about July 21, 2022.

The Funds are sensitive to the health and travel concerns that shareholders may have and the protocols that federal, state, and local governments may impose at the time of the Meeting. Due to the difficulties arising from the COVID-19 pandemic, the date, time, location or means of conducting the Meeting may change. In the event of such a change, the funds will announce alternative arrangements for the Meeting as soon as possible. If there are any such changes to the Meeting, the Funds may not deliver additional soliciting materials to shareholders or otherwise amend the funds’ proxy materials. Instead, the Funds plan to announce these changes, if any, by: (i) issuing a press release at jhinvestments.com/about-us/press-releases.com and encourage you to check this website before the meeting; and (ii) filing the announcement with the Securities and Exchange Commission. We are urging all shareholders to take advantage of voting by mail, the internet, or telephone, as provided on the attached proxy card.

Each Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The shares of each of the 11 Trusts offered as of the Record Date were divided into series corresponding to a combined total of 40 portfolios (each, a “Fund”). The respective Funds are named on the cover of this Proxy Statement.

Investment Advisor and Administrator. John Hancock Investment Management LLC (“JHIM” or the “Advisor”) serves as investment advisor and administrator for each Trust and each Fund. Pursuant to an investment advisory agreement with each Trust, the Advisor is responsible for, among other things, administering the business and affairs of the Funds and selecting, contracting with, compensating and monitoring the performance of the investment subadvisors that manage the investment and reinvestment of the assets of the Funds pursuant to subadvisory agreements with the Advisor. JHIM is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Each of the subadvisors to the Funds is also registered as an investment advisor under the Advisers Act.

The Distributor. John Hancock Investment Management Distributors LLC (the “Distributor”) serves as each Fund’s distributor.

The offices of JHIM and the Distributor are located at 200 Berkeley Street, Boston, Massachusetts 02116, and their ultimate parent entity is Manulife Financial Corporation (“MFC”), a publicly traded company based in Toronto, Canada. MFC and its subsidiaries operate as “Manulife Financial” in Canada and Asia and primarily as “John Hancock” in the United States.

Each Fund will furnish, without charge, a copy of its most recent annual report and semi-annual report to any shareholder upon request. To obtain a report, please contact the relevant Fund by calling 800-225-5291. These reports are also available on the Internet at www.jhinvestments.com.

Proposal 1 — Election of Eight Trustees as Members of the Board of Trustees of Each Trust

(All Funds)

The Board of Trustees of the Trusts (the “Board” and, each member thereof, a “Trustee”) currently includes eleven (11) Trustees, including nine (9) independent Trustees (“Independent Trustees”) and two (2) non-independent Trustees (“Non-Independent Trustees”). Seven (7) of the Trustees (Peter Burgess, William Cunningham, Grace Fey, Deborah Jackson, Hassell McClellan, Steven Pruchansky, and Gregory Russo) were elected to serve on the Board at a shareholder meeting held on November 15, 2012, each as an Independent Trustee, and four (4) Trustees (Andrew G. Arnott, James R. Boyle, Marianne Harrison, and Frances G. Rathke) were appointed. The Board appointed Mr. Arnott and Ms. Harrison to serve as Non-Independent Trustees on June 20, 2017 and June 19, 2018, respectively, and Ms. Rathke to serve as Independent Trustee on September 15, 2020. In addition, although James R. Boyle initially was designated a Non-Independent Trustee, as of March 22, 2018, he is considered an Independent Trustee.

Four additional Trustees are being presented for election at the Meeting: Noni L. Ellison, Dean Garfield, Patricia Lizarraga and Paul Lorentz. If elected by the shareholders at the Meeting, Ms. Ellison, Mr. Garfield and Ms. Lizarraga will join the Board as Independent Trustees and Mr. Lorentz will join the Board as a Non-Independent Trustee. Following the shareholder election, fifteen Trustees would comprise the Board (three Non-Independent Trustees and twelve Independent Trustees), each of whom would have been elected by shareholders.

At the Meeting, only current Trustees that have not been elected by shareholders and nominated Trustees will be presented for election. If approved by shareholders, this would result in all of the Trustees being elected by shareholders and would allow the Board to appoint Trustees to fill future vacancies without requiring a shareholder vote until the number of elected Trustees drops below two-thirds of all Trustees. At that time, the Board would be required to proxy shareholders to add an additional Trustee.

Current Trustees that are not nominated for election will continue to serve as members of the Board. No current Trustees are proposed to be replaced.

Shareholders are being asked to elect each individual nominated by the Board listed below (each, a “Nominee” and collectively, the “Nominees”) as a member of the Board of Trustees of the Trusts. Four of the Nominees currently are Trustees of each Trust and have served in that capacity continuously since originally being appointed. Four of the Nominees, Ms. Ellison, Mr. Garfield, Ms. Lizarraga, and Mr. Lorentz have not served as Trustees of any Trust. Because each Trust is not required to, and does not, hold regular annual shareholder meetings, each Nominee, if elected, will hold office until his or her successor is elected and qualified or until he or she dies, retires, resigns, is removed or becomes disqualified. Trustees may be removed from a Trust (provided the aggregate number of Trustees after such removal shall not be less than one) with cause or without cause, by the action of two-thirds of the remaining Trustees or by action of two-thirds of the outstanding shares of a Trust.

At videoconference meetings held on May 24-25, 2022, the Nominating and Governance Committee of the Board considered the proposed Trustee candidates and determined to recommend the election of the Nominees to the full Board of the Trusts. Acting on that recommendation, at videoconference meetings held on June 21-23, 2022, the Board approved those nominations and called a meeting of shareholders to allow shareholders of the Trusts to vote on the election of the Nominees to the Board.

The persons named as proxies intend, in the absence of contrary instructions, to vote all proxies for the election of the Nominees. If, prior to the Meeting, any Nominee becomes unable to serve for any reason or for good cause will not serve, the persons named as proxies reserve the right to substitute another person or persons of their choice as nominee or nominees. All of the Nominees have consented to being named in this Proxy Statement and to serve if elected. The Trusts know of no reason why any Nominee would be unable or unwilling to serve if elected.

The business and affairs of the Trusts, including those of the Funds, are managed under the direction of the Board. As stated above, the 11 Trusts have a combined total of 40 separate Funds, and each Trustee oversees all Funds. In addition to the Funds, some Trustees also oversee other funds advised by JHIM or JHIM’s affiliates.

Information Concerning Nominees

The following tables set forth certain information regarding the Nominees: Andrew G. Arnott, James R. Boyle, Marianne Harrison, Frances G. Rathke, Noni L. Ellison, Dean Garfield, Patricia Lizarraga, and Paul Lorentz. The tables present information regarding the Nominees’ principal occupations which, unless specific dates are shown, are of at least five years’ duration. In addition, the tables include information concerning other directorships held by each Nominee in other registered investment companies or publicly traded companies. Information is listed separately for each Nominee who is an “interested person” (as defined in the 1940 Act) of the Trust (each a “Non-Independent Trustee”) and the Independent Trustees. As of December 31, 2021, the “John Hancock Fund Complex” consisted of 191 funds (including separate series of series mutual funds). The address of each Nominee is 200 Berkeley Street, Boston, Massachusetts 02116.

Eight Nominees Standing For Election

Correspondence intended for any of the Nominees may be sent to the attention of the individual Nominee or to the Board at 200 Berkeley Street, Boston, Massachusetts 02116. All communications addressed to the Board or individual Nominee will be logged and sent to the Board or individual Nominee.

Information Concerning Other Trustees

The following table sets forth information concerning the Trustees of the Trusts who are not standing for election at the Meeting. All of these Trustees are Independent Trustees. The address of each Independent Trustee who is not a Nominee is 200 Berkeley Street, Boston, Massachusetts 02116.

Trustees Not Standing For Election

Principal Officers Who Are Not Trustees or Nominees

The following table presents information regarding the current principal officers of the Trusts who are neither current Trustees nor Nominees, including their principal occupations which, unless specific dates are shown, are of at least five years’ duration. Each of the officers is an affiliated person of the Advisor. Each such officer’s business address is 200 Berkeley Street, Boston, Massachusetts 02116.

Additional Information about the Trustees and Nominees

In addition to the description of each Trustee’s or Nominee’s Principal Occupation(s) and Other Directorships set forth above, the following provides further information about each Trustee’s or Nominee’s specific experience, qualifications, attributes or skills with respect to each Trust. The information in this section should not be understood to mean that any of the Trustees or Nominees is an “expert” within the meaning of the federal securities laws.

The Board believes that the different perspectives, viewpoints, professional experience, education, and individual qualities of each Trustee or Nominee represent a diversity of experiences and a variety of complementary skills and expertise. Each Trustee and four of the Nominees have experience as board members. Mr. Arnott, Mr. Boyle, Ms. Harrison, and Ms. Rathke have experience as a Trustees of John Hancock funds. It is the Trustees’ belief that this allows the Board, as a whole, to oversee the business of the Funds and the other funds in the John Hancock Fund Complex in a manner consistent with the best interests of the Funds’ shareholders. When considering potential nominees to fill vacancies on the Board, and as part of its annual self-evaluation, the Board reviews the mix of skills and other relevant experiences of the Trustees.

Independent Trustees Standing for Election and Nominees

James R. Boyle – Mr. Boyle has high-level executive, financial, operational, governance, regulatory and leadership experience in the financial services industry, including in the development and management of registered investment companies, variable annuities, retirement and insurance products. Mr. Boyle is the former President and CEO of a large international fraternal life insurance company

and is the former President and CEO of multi-line life insurance and financial services companies. Mr. Boyle began his career as a Certified Public Accountant with Coopers & Lybrand.

Frances G. Rathke – Through her former positions in senior financial roles, as a former Certified Public Accountant, and as a consultant on strategic and financial matters, Ms. Rathke has experience as a leader overseeing, conceiving, implementing, and analyzing strategic and financial growth plans, and financial statements. Ms. Rathke also has experience in the auditing of financial statements and related materials. In addition, she has experience as a director of various organizations, including a publicly traded company and a non-profit entity.

Noni L. Ellison – As a senior vice president, general counsel, and corporate secretary with over 25 years of executive leadership experience, Ms. Ellison has extensive management and business expertise in legal, regulatory, compliance, operational, quality assurance, international, finance and governance matters.

Dean Garfield – As a former president and chief executive officer of a leading industry organization and current vice-president of a leading international company, Mr. Garfield has significant global executive operational, governance, regulatory, and leadership experience. He also has experience as a leader overseeing and implementing global public policy matters including strategic initiatives.

Patricia Lizarraga – Through her current positions as an independent board director, audit committee chair, and chief executive officer of an investment advisory firm, Ms. Lizarraga has expertise in financial services and investment matters, and operational and risk oversight. As former governance committee chair, Ms. Lizarraga has a strong understanding of corporate governance and the regulatory frameworks of the investment management industry.

Independent Trustees Not Standing for Election

Peter S. Burgess – As a financial consultant, Certified Public Accountant, and former partner in a major international public accounting firm, Mr. Burgess has experience in the auditing of financial services companies and mutual funds. He also has experience as a director of publicly traded operating companies.

William H. Cunningham – Mr. Cunningham has management and operational oversight experience as a former Chancellor and President of a major university. Mr. Cunningham regularly teaches a graduate course in corporate governance at the law school and at the Red McCombs School of Business at The University of Texas at Austin. He also has oversight and corporate governance experience as a current and former director of a number of operating companies, including an insurance company.

Grace K. Fey – Ms. Fey has significant governance, financial services, and asset management industry expertise based on her extensive non-profit board experience, as well as her experience as a consultant to non-profit and corporate boards, and as a former director and executive of an investment management firm.

Deborah C. Jackson – Ms. Jackson has leadership, governance, management, and operational oversight experience as the lead director of a large bank, president of a college, and as the former chief executive officer of a major charitable organization. She also has expertise in financial services matters and oversight and corporate governance experience as a current and former director of various other corporate organizations, including an insurance company, a regional stock exchange, a telemedicine company, and non-profit entities.

Hassell H. McClellan – As a former professor of finance and policy in the graduate management department of a major university, a director of a public company, and as a former director of several privately held companies, Mr. McClellan has experience in corporate and financial matters. He also has experience as a director of other investment companies not affiliated with the Trust.

Steven R. Pruchansky – Mr. Pruchansky has entrepreneurial, executive and financial experience as a senior officer and chief executive of business in the retail, service and distribution companies and a current and former director of real estate and banking companies.

Gregory A. Russo – As a retired Certified Public Accountant, Mr. Russo served as a partner and Global Vice Chairman in a major independent registered public accounting firm, as well as a member of its geographic boards of directors and International Executive Team. As a result of Mr. Russo’s diverse global responsibilities, he possesses accounting, finance and executive operating experience.

Non-Independent Trustees Standing for Election and Nominee

Andrew G. Arnott – Through his positions as Executive Vice President of John Hancock Financial Services; Director and Executive Vice President of John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC; President of John Hancock Investment Management Distributors LLC; and President of the John Hancock Fund Complex, Mr. Arnott has experience in the

management of investments, registered investment companies, variable annuities and retirement products, enabling him to provide management input to the Board.

Marianne Harrison – Through her position as President and CEO, John Hancock, and previous experience as President and CEO, Manulife Canadian Division, President and General Manager for John Hancock Long-Term Care Insurance, and Executive Vice President and Controller for Manulife, Ms. Harrison has experience as a strategic business builder expanding product offerings and distribution, enabling her to provide management input to the Board.

Paul Lorentz - Through his position as the Global Head of Manulife Wealth and Asset Management, Mr. Lorentz has experience with retirement, retail and asset management solutions offered by Manulife worldwide, enabling him to provide management input to the Board.

Duties of Trustees; Committee Structure

Each Trust is organized as a Massachusetts business trust. Under each Trust’s Declaration of Trust, the Trustees are responsible for managing the affairs of the Trust, including the appointment of advisors and subadvisors. Each Trustee and Nominee has the experience, skills, attributes or qualifications described above (see “Principal Occupation(s) and Other Directorships” and “Additional Information about the Trustees and Nominees” above). The Board appoints officers who assist in managing the day-to-day affairs of the Trust. The Board met five times during the fiscal years ended May 31, 2022 and March 31, 2022. The Board met six times during the fiscal years ended December 31, 2021 and October 31, 2021.

The Board has appointed an Independent Trustee as Chairperson. The Chairperson presides at meetings of the Trustees and may call meetings of the Board and any Board committee whenever he deems it necessary. The Chairperson participates in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairperson also acts as a liaison with the Funds’ management, officers, attorneys, and other Trustees generally between meetings. The Chairperson may perform such other functions as may be requested by the Board from time to time. The Board also has designated a Vice Chairperson to serve in the absence of the Chairperson. Except for any duties specified in each Trust’s Statement of Additional Information or pursuant to each Trust’s Declaration of Trust or By-laws, or as assigned by the Board, the designation of a Trustee as Chairperson or Vice Chairperson does not impose on that Trustee any duties, obligations or liability that are greater than the duties, obligations or liability imposed on any other Trustee, generally. The Board has designated a number of standing committees as further described below, each of which has a Chairperson. The Board also may designate working groups or ad hoc committees as it deems appropriate.

The Board believes that this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees or working groups of Trustees and the full Board in a manner that enhances effective oversight. The Board considers leadership by an Independent Trustee as Chairperson to be integral to promoting effective independent oversight of the Funds’ operations and meaningful representation of the shareholders’ interests, given the specific characteristics and circumstances of the Funds. The Board also believes that having a super-majority of Independent Trustees is appropriate and in the best interest of the Funds’ shareholders. Nevertheless, the Board also believes that having interested persons serve on the Board brings corporate and financial viewpoints that are, in the Board’s view, helpful elements in its decision-making process. In addition, the Board believes that Ms. Harrison and Messrs. Arnott and Boyle, as current or former senior executives of the Advisor and the Distributor (or of their parent company, MFC), and of other affiliates of the Advisor and the Distributor, provide the Board with the perspective of the Advisor and the Distributor in managing and sponsoring all of the Trust’s series. The leadership structure of the Board may be changed, at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of each Trust.

Board Committees

The Board has established an Audit Committee; Compliance Committee; Contracts, Legal & Risk Committee; Investment Committee; and Nominating and Governance Committee. The current membership of each committee is set forth below.

Audit Committee. The Board has a standing Audit Committee composed solely of Independent Trustees (Messrs. Burgess and Cunningham and Ms. Rathke). Ms. Rathke serves as Chairperson of this Committee. This Committee reviews the internal and external accounting and auditing procedures of the Trusts and, among other things, considers the selection of an independent registered public accounting firm for the Trusts, approves all significant services proposed to be performed by their independent registered public accounting firm(s) and considers the possible effect of such services on their independence. Mr. Burgess has been designated by the Board as an “audit committee financial expert”, as defined in the SEC Rules. This Committee met four times during the fiscal years ended October 31, 2021, December 31, 2021, March 31, 2022, and May 31, 2022, respectively.

Compliance Committee. The Board also has a standing Compliance Committee (Mses. Fey and Jackson). Ms. Fey serves as Chairperson of this Committee. This Committee reviews and makes recommendations to the full Board regarding certain compliance matters relating to the Trusts. This Committee met four times during the fiscal years ended October 31, 2021, December 31, 2021, March 31, 2022, and May 31, 2022, respectively.

Contracts, Legal & Risk Committee. The Board also has a standing Contracts, Legal & Risk Committee (Messrs. Boyle, Pruchansky, and Russo). Mr. Russo serves as Chairperson of this Committee. This Committee oversees the initiation, operation, and renewal of the various contracts between the Trusts and other entities. These contracts include advisory and subadvisory agreements, custodial and transfer agency agreements and arrangements with other service providers. The Committee also reviews the significant legal affairs of the Funds, as well as any significant regulatory and legislative actions or proposals affecting or relating to the Funds or their service providers. The Committee also assists the Board in its oversight role with respect to the processes pursuant to which the Advisor and the subadvisors identify, manage and report the various risks that affect or could affect the Funds. This Committee met four times during the fiscal years ended October 31, 2021, December 31, 2021, March 31, 2022, and May 31, 2022, respectively.

Investment Committee. The Board also has an Investment Committee composed of all of the Trustees. The Investment Committee has four subcommittees with the Trustees divided among the four subcommittees (each an “Investment Sub-Committee”). Ms. Jackson and Messrs. Boyle, Cunningham, and Pruchansky serve as Chairpersons of the Investment Sub-Committees. Each Investment Sub-Committee reviews investment matters relating to a particular group of Funds in the John Hancock Fund Complex and coordinates with the full Board regarding investment matters. This Committee met five times during the fiscal years ended October 31, 2021, December 31, 2021, March 31, 2022 and May 31 2022, respectively.

Nominating and Governance Committee. The Board also has a Nominating and Governance Committee composed of all of the Independent Trustees. This Committee will consider nominees recommended by Trust shareholders. Nominations should be forwarded to the attention of the Secretary of the Trust at 200 Berkeley Street, Boston, Massachusetts 02116. Any shareholder nomination must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in order to be considered by this Committee. This Committee met five times during the fiscal years ended October 31, 2021, December 31, 2021, March 31, 2022, and May 31, 2022, respectively.

Shareholder nominations may be submitted to the Trust who will then forward the nominations to the Chairman of the Nominating and Governance Committee. Any shareholder nomination must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Exchange Act in order to be considered by the Nominating and Governance Committee. In evaluating a nominee recommended by a shareholder, the Nominating and Governance Committee, in addition to the criteria discussed above, may consider the objectives of the shareholder in submitting that nomination and whether such objectives are consistent with the interests of all shareholders. If the Board determines to include a shareholder’s candidate among the slate of its designated nominees, the candidate’s name will be placed on the Trust’s proxy card. If the Board determines not to include such candidate among its designated nominees, and the shareholder has satisfied the requirements of Rule 14a-8, the shareholder’s candidate will be treated as a nominee of the shareholder who originally nominated the candidate. In that case, the candidate will not be named on the proxy card distributed with the Trust’s proxy statement.

As noted in Exhibit A, while the re-nomination of existing Trustees will not be viewed as automatic, the Nominating and Governance Committee will generally favor the re-nomination of an existing Trustee rather than a new candidate if the re-nomination is consistent with the “Statement of Policy on Criteria for Selecting Independent Trustees” set forth in Annex A to Exhibit A. Consequently, while the Nominating and Governance Committee will consider nominees recommended by shareholders to serve as trustees, the Nominating and Governance Committee may only act upon such recommendations if there is a vacancy on the Board, or the Nominating and Governance Committee determines that the selection of a new or additional Trustee is in the best interests of the Trust. In the event that a vacancy arises or a change in the Board membership is determined to be advisable, the Nominating and Governance Committee will, in addition to any shareholder recommendations, consider candidates identified by other means as discussed in Exhibit A.

Annually, the Board evaluates its performance and that of its Committees, including the effectiveness of the Board’s Committee structure.

Risk Oversight

As registered investment companies, the Funds are subject to a variety of risks, including investment risks (such as, among others, market risk, credit risk and interest rate risk), financial risks (such as, among others, settlement risk, liquidity risk and valuation risk), compliance risks, and operational risks. As a part of its overall activities, the Board oversees the Funds’ risk management activities that are implemented by the Advisor, the Funds’ CCO and other service providers to the Funds. The Advisor has primary responsibility for the Funds’ risk management on a day-to-day basis as a part of its overall responsibilities. Each Fund’s subadvisor, subject to oversight of the Advisor, is primarily responsible for managing investment and financial risks as a part of its day-to-day investment responsibilities, as well as operational and compliance risks at its firm. The Advisor and the CCO also assist the Board in overseeing compliance with investment policies of the Funds and regulatory requirements and monitor the implementation of the various compliance policies and procedures approved by the Board as a part of its oversight responsibilities.

The Advisor identifies to the Board the risks that it believes may affect the Funds and develops processes and controls regarding such risks. However, risk management is a complex and dynamic undertaking and it is not always possible to comprehensively identify and/or mitigate all such risks at all times since risks are at times impacted by external events. In discharging its oversight responsibilities, the Board considers risk management issues throughout the year with the assistance of its various Committees as described below. Each Committee meets at least quarterly and presents reports to the Board, which may prompt further discussion of issues concerning the oversight of the Funds’ risk management. The Board as a whole also reviews written reports or presentations on a variety of risk issues as needed and may discuss particular risks that are not addressed in the Committee process.

The Board has established an Investment Committee, which consists of four Investment Sub-Committees. Each Investment Sub-Committee assists the Board in overseeing the significant investment policies of the relevant Funds and the performance of their subadvisors. The Advisor monitors these policies and subadvisor activities and may recommend changes in connection with the Funds to each relevant Investment Sub-Committee in response to subadvisor requests or other circumstances. On at least a quarterly basis, each Investment Sub-Committee reviews reports from the Advisor regarding the relevant Funds’ investment performance, which include information about investment and financial risks and how they are managed, and from the CCO or his/her designee regarding subadvisor compliance matters. In addition, each Investment Sub-Committee meets periodically with the portfolio managers of the Funds’ subadvisors to receive reports regarding management of the Funds, including with respect to risk management processes.

The Audit Committee assists the Board in reviewing with the independent auditors, at various times throughout the year, matters relating to the Funds’ financial reporting. In addition, this Committee oversees the process of each Fund’s valuation of its portfolio securities, assisted by the Funds’ Pricing Committee (composed of officers of the Trusts), which calculates fair value determinations pursuant to procedures adopted by the Board.

The Compliance Committee assists the Board in overseeing the activities of the Trusts’ CCO with respect to the compliance programs of the Funds, the Advisor, the subadvisors, and certain of the Funds’ other service providers (the Distributor and transfer agent). This Committee and the Board receive and consider periodic reports from the CCO throughout the year, including the CCO’s annual written report, which, among other things, summarizes material compliance issues that arose during the previous year and any remedial action taken to address these issues, as well as any material changes to the compliance programs.

The Contracts, Legal & Risk Committee assists the Board in its oversight role with respect to the processes pursuant to which the Advisor and the subadvisors identify, assess, manage and report the various risks that affect or could affect the Funds. This Committee reviews reports from the Funds’ Advisor on a periodic basis regarding the risks facing the Funds, and makes recommendations to the Board concerning risks and risk oversight matters as the Committee deems appropriate. This Committee also coordinates with the other Board Committees regarding risks relevant to the other Committees, as appropriate.

In addressing issues regarding the Funds’ risk management between meetings, appropriate representatives of the Advisor communicate with the Chairperson of the Board, the relevant Committee Chair, or the Trusts’ CCO, who is directly accountable to the Board. As appropriate, the Chairperson of the Board, the Committee Chairs and the Trustees confer among themselves, with the Trusts’ CCO, the Advisor, other service providers, external fund counsel, and counsel to the Independent Trustees, to identify and review risk management issues that may be placed on the full Board’s agenda and/or that of an appropriate Committee for review and discussion.

In addition, in its annual review of the Funds’ advisory, subadvisory and distribution agreements, the Board reviews information provided by the Advisor, the subadvisors, and the Distributor relating to their operational capabilities, financial condition, risk management processes and resources.

The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.

The Advisor also has its own, independent interest in risk management. In this regard, the Advisor has appointed a Risk and Investment Operations Committee, consisting of senior personnel from each of the Advisor’s functional departments. This Committee reports periodically to the Board and the Contracts, Legal & Risk Committee on risk management matters. The Advisor’s risk management program is part of the overall risk management program of John Hancock, the Advisor’s parent company. John Hancock’s Chief Risk Officer supports the Advisor’s risk management program, and at the Board’s request will report on risk management matters.

Compensation of Trustees

Each Trust pays fees to its Independent Trustees. Trustees are reimbursed for travel and other out-of-pocket expenses. The following tables show the compensation paid to each Independent Trustee for his or her service as a Trustee for the most recent fiscal years or periods indicated. Each Independent Trustee receives in the aggregate from the Trust and the other open-end funds in the John Hancock Fund Complex an annual retainer of $265,000, a fee of $22,000 for each regular meeting of the Trustees (in person or via videoconference or teleconference) and a fee of $5,000 for each special meeting of the Trustees (in person or via videoconference or teleconference). The Chairperson of the Board receives an additional retainer of $180,000. The Vice Chairperson of the Board receives an additional retainer of $20,000. The Chairperson of each of the Audit Committee, Compliance Committee, and Contracts, Legal & Risk Committee receives an additional $40,000 retainer. The Chairperson of each Investment Sub-Committee receives an additional $20,000 retainer.

The following tables provide information regarding the compensation paid by the Trusts and the other investment companies in the John Hancock Fund Complex to the Independent Trustees for their services during the most recent fiscal years. In these tables, the amount shown for each of Noni L. Ellison, Dean Garfield, and Patricia Lizarraga for all periods is “None” since each of these individuals is proposed to be elected to the Board of each Trust and does not currently serve as an Independent Trustee. For all periods shown below, each Trust did not pay compensation to the current Non-Independent Trustees or the Non-Independent Trustee Nominee, Paul Lorentz

Compensation for Fiscal Year Ended October 31, 2021

Compensation for Fiscal Year Ended December 31, 2021

⁽¹⁾       There were approximately 191 series in the John Hancock Fund Complex as of December 31, 2021.

⁽²⁾      Mr. Bardelis retied as Trustee effective as of December 31, 2021.

⁽²⁾      Mr. Oates retired as Trustee effective as of April 30, 2021.

Compensation for Fiscal Year Ended March 31, 2022¹

Compensation for Fiscal Year Ended May 31, 2022

⁽¹⁾       There were approximately 191 series in the John Hancock Fund Complex as of May 31, 2022.

⁽²⁾       Mr. Bardelis retired as Trustee effective as of December 31, 2021.

No Trust has a pension or retirement plan for any of its Trustees or officers.

Trustee Ownership of Shares of the Funds

The table below sets forth the dollar range of the value of the shares of each Fund, and the dollar range of the aggregate value of the shares of all funds in the John Hancock Fund Complex overseen or to be overseen by a Trustee, owned beneficially by each Trustee as of December 31, 2021. The table lists only those Funds in which one or more of the Trustees own shares. For purposes of this table, beneficial ownership is defined to mean a direct or indirect pecuniary interest.

Material Relationships of the Independent Trustees

As of December 31, 2021, none of the Independent Trustees, nor any immediate family member, owned shares of the Advisor or a principal underwriter of the Funds, nor does any such person own shares of a company controlling, controlled by or under common control with the Advisor or a principal underwriter of the Funds.

There have been no transactions by the Funds since the beginning of the Funds’ last two fiscal years, nor are there any transactions currently proposed in which the amount exceeds $120,000, and in which any Independent Trustee of the Funds or any immediate family members has or will have a direct or indirect material interest, nor have any of the foregoing persons been indebted to the Funds in an amount in excess of $120,000 at any time since that date.

No Independent Trustee, nor any immediate family member, has had in the past five years, any direct or indirect interest, the value of which exceeds $120,000, in the Advisor, a principal underwriter of the Funds or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Advisor or principal underwriter of the Funds. Moreover, no Independent Trustee or his or her immediate family member has, or has had in the last two fiscal years of the Funds, any direct or indirect relationships or material interest in any transaction or in any currently proposed transaction, in which the amount involved exceeds $120,000, in which the following persons were or are a party: the Funds, an officer of a Trust, any investment company sharing the same investment advisor or principal underwriter as the Funds or any officer of such a company, any investment advisor or principal underwriter of the Funds or any officer of such a party, any person directly or indirectly controlling, controlled by or under common control with the investment advisor or principal underwriter of the Funds, or any officer of such a person.

Within the last two completed fiscal years of the Funds, no officer of any investment advisor or principal underwriter of the Funds or of any person directly or indirectly controlling, controlled by or under common control with, the investment advisor or principal underwriter of the Funds, has served as a director on a board of a company where any of the Independent Trustees or Nominees, or immediate family members of such persons, has served as an officer.

Legal Proceedings

There are no material pending legal proceedings to which any Trustee or affiliated person is a party adverse to the Funds or any of their affiliated persons or has a material interest adverse to the Funds or any of their affiliated persons. In addition, there have been no legal proceedings that are material to an evaluation of the ability or integrity of any Trustee or executive officer of the Funds within the past five years.

Required Vote

Trustees are elected by a plurality of the votes cast by holders of shares of each Trust present by phone or represented by proxy at the Meeting. A vote of a “plurality” of shares means that a Nominee would only need to receive more “yes” votes than a competing

candidate to be elected to the Board. Since each Nominee is running unopposed, each Nominee effectively needs only one vote to be elected if a quorum is present at the Meeting.

The Board, including all the Independent Trustees of each Trust, recommends that shareholders of each Trust vote “FOR” all of the Nominees.

Proposal 2 — Approval of a New Form of Advisory Agreement

(John Hancock California Municipal Bond Fund, John Hancock Classic Value Fund, John Hancock Fundamental Large Cap Core Fund and John Hancock U.S. Global Leaders Growth Fund)

Shareholders of each of the John Hancock California Municipal Bond Fund, John Hancock Classic Value Fund, John Hancock Fundamental Large Cap Core Fund and John Hancock U.S. Global Leaders Growth Fund (the “Legacy Funds” or “Funds”) are being asked to approve a new form of advisory agreement for the Funds (the “Proposed Advisory Agreement”). Approval of the form of Proposed Advisory Agreement will not change the annual advisory fee rates payable by any Fund. Accordingly, shareholder approval of the form of Proposed Advisory Agreement would not result in any changes to the information presented in an annual operating expense table summarizing each applicable Fund’s expenses.

Introduction

At its videoconference meeting on June 21-23, 2022, the Board, including all the Independent Trustees, approved the form of Proposed Advisory Agreement between the Legacy Funds’ Trusts and the Advisor (Proposal 2). A copy of the form of Proposed Advisory Agreement for each Trust is included at Appendix B to this Proxy Statement.

The purpose of this proposal is to update the existing advisory agreement (the “Current Advisory Agreement”) with substantially similar terms as the rest of the advisory agreements across the John Hancock Fund Complex. The form of Proposed Advisory Agreement will, among other changes as further detailed below:

The 1940 Act requires that any material change in an advisory contract be approved by shareholders of a Fund.

Clarification Regarding Non-Advisory Services

The Current Advisory Agreement describes the investment advisory functions to be performed by the Advisor (or a subadvisor, under the Advisor’s supervision), including the formulation and implementation of a continuous investment program for each Fund consistent with the Fund’s investment objectives and related investment policies (“Advisory Services”). In addition, each Fund’s Current Advisory Agreement provides that the Advisor will provide certain limited Non-Advisory Services. However, a substantial number of other Non-Advisory Services, which the Funds pay for, are already provided to the Funds under a separate Accounting and Legal Services Agreement.

In order to provide clarity and to consolidate like services in a single agreement, it is proposed that all references to Non-Advisory Services in the Current Advisory Agreements be eliminated. The officers of the relevant Trusts have proposed to the Board that, if this Proposal 2 is approved, each Fund adopt a new, separate Service Agreement (replacing the existing Accounting and Legal Services Agreement) that clearly covers all Non-Advisory Services, including those eliminated from the Current Advisory Agreement. The new Service Agreement may be approved by the Board with respect to the Funds with no approvals required from shareholders but would become effective only upon shareholders’ approval of this Proposal 2.

The officers of the relevant Trusts believe that this consolidation of Non-Advisory Services under a single contract will eliminate confusion and facilitate more effective tracking of Non-Advisory Services and costs. The elimination of Non-Advisory Services provisions from the Current Advisory Agreements and consolidation of Non-Advisory Services in a separate Service Agreement will not increase the amount of expenses incurred by the Funds for Non-Advisory Services, and will not increase the Funds’ overall expense ratios. Consistency in operational procedures across the John Hancock Fund Complex will reduce the potential for transaction errors.

Frequency of Payment of Advisory Fee

As compensation for its services under the Current and form of Proposed Advisory Agreement, the Adviser receives a fee from each Trust computed separately for each Fund, determined by applying a specified annual fee rate to the net assets of the applicable

Fund. The form of Proposed Advisory Agreement will restructure the advisory fees paid by the Legacy Funds so that fees will be paid on a daily basis, rather than on a monthly basis.

Because each relevant Legacy Fund’s advisory fees have historically been accrued on a daily basis, there is no difference between the amounts that a Fund would have paid if daily payment of advisory fees were in effect in prior periods instead of monthly or quarterly payment. Nevertheless, the Adviser may benefit from the time value of advisory fee payments received on a daily, rather than a monthly basis.

This amendment would promote uniformity of advisory fee distributions across the John Hancock Fund Complex. The Board believes that this will lead to greater administrative efficiencies for the Funds.

Clarification Regarding Use of Subadvisor

While the Current Advisory Agreements allow JHIM to engage subadvisers for purposes of managing the Legacy Funds, the form of Proposed Advisory Agreement would more explicitly provide for a “manager of managers” structure whereby JHIM would have specific duties in overseeing subadvisors, as described further below. The services of JHIM being provided pursuant to the “manager of managers” structure detailed in the form of Proposed Advisory Agreement are distinct from services of the subadvisors being provided pursuant to applicable subadvisory contracts. The form of Proposed Advisory Agreement would continue to provide that, with Board approval, JHIM could take over direct management of a Legacy Fund, thereby eliminating the “manager of managers” structure.

Elimination of Blue Sky Expense Limitation

The form of Proposed Advisory Agreement does not include a provision limiting the advisory fee in accordance with state blue sky requirements, which the Current Advisory Agreement for the John Hancock Classic Value Fund and the John Hancock Fundamental Large Cap Core Fund includes. Such limitations no longer exist, as federal law supersedes state investment limitations.

Provision of Trust Officers

The Current Advisory Agreements provide that the Advisor pays for all officers and employees of the Trust. Under the form of Proposed Advisory Agreement, the Advisor expressly agrees only to permit its employees to serve as President (or Trustees) without remuneration from the Trust. The Advisor will continue to provide certain other personnel as the Trusts may require at the Trusts’ expense.

The form of Proposed Advisory Agreement will not result in any increase in the advisory fee that each Fund pays the Advisor under its Current Advisory Agreement or in any change in the level, nature or quality of advisory services provided by the Advisor to the Funds.

Key Differences

The following table summarizes key differences between the form of Proposed Advisory Agreement and the Current Advisory Agreements. The summaries of the provisions of the form of Proposed Advisory Agreement are qualified in their entirety by reference to the form of Proposed Advisory Agreement included in Appendix B to this Proxy Statement. These provisions would be changed to those in the form of Proposed Advisory Agreement if the form of Proposed Advisory Agreement is approved by shareholders of a Fund.

Key Differences between the Proposed and Current Advisory Agreements

Narrative Description of Current and Proposed Form of Advisory Agreement

The following is a summary of the terms of the Current Advisory Agreements and the form of Proposed Advisory that are substantially similar.

Duties. The Advisor oversees the investment operations of each Fund.

Compensation. The annual percentage rates for the Funds’ advisory fees are set forth in Appendix D of this Proxy Statement. The form of Proposed Advisory Agreement does not change the annual advisory fee rates for the Funds.

Expenses. Each Fund is responsible for the payment of all expenses of its organization, operations and business, except those that the Advisor has agreed to pay. Each Fund pays the expenses of:

Limitation of Liability of the Adviser. The Current and form of Proposed Advisory Agreement provide that the Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which the Current or form of Proposed Advisory Agreement relates, except a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Advisor in the performance of its duties or from reckless disregard by the Advisor of its obligations and duties under the Current or form of Proposed Advisory Agreement.

Term. With respect to each Fund, each of the Current and form of Proposed Advisory Agreement has an initial two-year term, and continuance must be specifically approved at least annually either by: (a) the Board; or (b) a Majority of the Fund’s Outstanding Voting Securities (as defined below). Any such continuance also requires the approval of a majority of the Independent Trustees.

In this Proxy Statement, the term “Majority of the Outstanding Voting Securities” means the affirmative vote of the lesser of:

Any required shareholder approval of any continuance of the Current or form of Proposed Advisory Agreement shall be effective with respect to a Fund if a Majority of the Outstanding Voting Securities of that Fund votes to approve such continuance even if such continuance may not have been approved by a Majority of the Outstanding Voting Securities of: (a) any other Fund affected by the Agreement; or (b) all of the other Funds of each Trust.

Failure of Shareholders to Approve Continuance. If the outstanding voting securities of a Fund fail to approve any continuance of the form of Proposed Advisory Agreement, the Advisor may continue to act as investment advisor with respect to the Fund pending the required approval of the continuance of such agreement, a new agreement with the Advisor or a different advisor, or other definitive action. The compensation received by the Advisor during such period will be no more than: (a) its actual costs incurred in furnishing Advisory Services; or (b) the amount it would have received under the Agreement, whichever is less.

Termination. The Current or form of Proposed Advisory Agreement may be terminated with respect to a Fund at any time without the payment of any penalty on 60 days’ written notice to the other parties. The Agreement with respect to a Fund may be terminated by:

An Advisory Agreement will automatically terminate in the event of its assignment.

Amendments. The Current or form of Proposed Advisory Agreement may be amended, provided the amendment is approved by the vote of a Majority of the Outstanding Voting Securities of each affected Fund and by the vote of a majority of the Trustees, including a majority of the Independent Trustees.

Any required shareholder approval of any amendment shall be effective with respect to a Fund if a Majority of the Outstanding Voting Securities of that Fund votes to approve the amendment, even if the amendment may not have been approved by a Majority of the Outstanding Voting Securities of another Fund.

Evaluation by the Board of Proposed Form of Advisory Agreement

At videoconference meetings held on June 21-23, 2022, the Board, including all the Independent Trustees, approved the form of Proposed Advisory Agreement for the Funds under Proposal 2.

The Board, including the Independent Trustees, is responsible for selecting a Fund’s investment advisor, approving the Advisor’s selection of Fund subadvisors and approving that Fund’s advisory and subadvisory agreements, their periodic continuation and any amendments.

Consistent with SEC rules, the Board regularly evaluates a Fund’s advisory and subadvisory arrangements, including consideration of the factors listed below. With respect to the form of Proposed Advisory Agreement, the Board noted that the form of Proposed Advisory Agreement will have identical terms to those of the current advisory agreements in place for many other funds within the John Hancock Group of Funds. These identical advisory agreements were recently reviewed in detail by the Board at its May 2022 meeting and the Board reapproved these advisory agreements for continuation at its June 2022 meeting. The Board may also consider other factors (including conditions and trends prevailing generally in the economy, the securities markets and the industry) and does not treat any single factor as determinative, and each Trustee may attribute different weights to different factors. The Board is furnished with an analysis of its fiduciary obligations in connection with its evaluation and, throughout the evaluation process, the Board is assisted by counsel for a Trust and the Independent Trustees are also separately assisted by independent legal counsel. The factors considered by the Board are:

The Board believes that information relating to all these factors is relevant to its evaluation of a Fund’s advisory agreements.

June 2022 Meeting

This section describes the evaluation by the Board of the Current Advisory Agreements. Prior to the June 21-23, 2022 videoconference^* meetings at which the Current Advisory Agreements were approved, the Board also discussed and considered information regarding

^* On June 19, 2020, as a result of health and safety measures put in place to combat the global COVID-19 pandemic, the SEC issued an exemptive order (the “Order”) pursuant to Sections 6(c) and 38(a) of the 1940 Act, that temporarily exempts registered investment management companies from the in-person voting requirements under the 1940 Act, subject to certain requirements, including that votes taken pursuant to the Order are ratified at the next in-person meeting. The Board determined that reliance on the Order was necessary or appropriate due to the circumstances related to current or potential effects of COVID-19, and therefore the Board’s May and June 2022 meetings were held via videoconference in reliance on the Order. This exemptive order supersedes, in part, a similar, earlier exemptive order issued by the SEC.

the proposed continuation of the Current Advisory Agreements at the videoconference meetings held on May 25-26, 2022. The Independent Trustees also met separately to evaluate and discuss the information presented, including with counsel to the Independent Trustees and a third-party consulting firm.

At videoconference meetings held on June 21-23, 2022, the Board, including the Trustees who are not parties to any Agreement or considered to be interested persons of the Trust under the 1940 Act, reapproved for an annual period the continuation of the Current Advisory Agreements. In considering the Current Advisory Agreements, the Board received in advance of the meetings a variety of materials relating to the Legacy Funds, the Advisor and the subadvisor, including comparative performance, fee and expense information for a peer group of similar funds prepared by an independent third-party provider of fund data, performance information for an applicable benchmark index; and other information provided by the Advisor regarding the nature, extent and quality of services provided by the Advisor under the Current Advisory Agreements, as well as information regarding the Advisor’s revenues and costs of providing services to the Legacy Funds and any compensation paid to affiliates of the Advisor. At the meetings at which the renewal of the Current Advisory Agreements is considered, particular focus is given to information concerning fund performance, comparability of fees and total expenses, and profitability. However, the Board noted that the evaluation process with respect to the Advisor is an ongoing one. In this regard, the Board also took into account discussions with management and information provided to the Board (including its various committees) at prior meetings with respect to the services provided by the Advisor to the Legacy Funds, including quarterly performance reports prepared by management containing reviews of investment results. The information received and considered by the Board in connection with the May and June meetings and throughout the year was both written and oral. The Board also considered the nature, quality, and extent of non-advisory services, if any, to be provided to the Legacy Funds by the Advisor’s affiliates, including distribution services.

Throughout the process, the Board asked questions of and requested additional information from management. The Board is assisted by counsel for the Trust and the Independent Trustees are also separately assisted by independent legal counsel throughout the process. The Independent Trustees also received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed continuation of the Current Advisory Agreements and discussed the proposed continuation of the Current Advisory Agreements in private sessions with their independent legal counsel at which no representatives of management were present.

In approving the Current Advisory Agreements with respect to the Legacy Funds, the Board, including the Independent Trustees, considered a variety of factors, including those discussed below. The Board also considered other factors (including conditions and trends prevailing generally in the economy, the securities markets, and the industry) and did not treat any single factor as determinative, and each Trustee may have attributed different weights to different factors. The Board’s conclusions may be based in part on its consideration of the advisory and subadvisory arrangements in prior years and on the Board’s ongoing regular review of fund performance and operations throughout the year.

Nature, extent, and quality of services. Among the information received by the Board from the Advisor relating to the nature, extent, and quality of services provided to the Funds, the Board reviewed information provided by the Advisor relating to its operations and personnel, descriptions of its organizational and management structure, and information regarding the Advisor’s compliance and regulatory history, including its Form ADV. The Board also noted that on a regular basis it receives and reviews information from the Trusts’ CCO regarding the Funds’ compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act. The Board observed that the scope of services provided by the Advisor, and of the undertakings required of the Advisor in connection with those services, including maintaining and monitoring its own and the fund’s compliance programs, risk management programs, liquidity management programs and cybersecurity programs, had expanded over time as a result of regulatory, market and other developments. The Board considered that the Advisor is responsible for the management of the day-to-day operations of the Funds, including, but not limited to, general supervision of and coordination of the services provided by the Subadvisors, and is also responsible for monitoring and reviewing the activities of the Subadvisors and other third-party service providers. The Board also considered the significant risks assumed by the Advisor in connection with the services provided to the fund including entrepreneurial risk in sponsoring new funds and ongoing risks including investment, operational, enterprise, litigation, regulatory and compliance risks with respect to all funds.

In considering the nature, extent, and quality of the services provided by the Advisor, the Trustees also took into account their knowledge of the Advisor’s management and the quality of the performance of the Advisor’s duties, through Board meetings, discussions and reports during the preceding year and through each Trustee’s experience as a Trustee of the Trusts and of the other trusts in the John Hancock group of funds complex (the John Hancock Fund Complex).

In the course of their deliberations regarding the Current Advisory Agreements, the Board considered, among other things:

The Board concluded that the Advisor may reasonably be expected to continue to provide a high quality of services under the Current Advisory Agreements with respect to the Funds.

Investment performance. In considering the Funds’ performance, the Board noted that it reviews at its regularly scheduled meetings information about the Funds’ performance results. In connection with the consideration of the Current Advisory Agreements, the Board:

The Board noted that while it found the data provided by the independent third-party generally useful, it recognized its limitations, including in particular that the data may vary depending on the end date selected and the results of the performance comparisons may vary depending on the selection of the peer group.

The Board noted that Classic Value Fund outperformed its benchmark index and peer group for the 1-year time period but underperformed its benchmark index and peer group for the 3-, 5-, and 10-year time periods ended December 31, 2021. The Board took into account management’s discussion of the factors that contributed to the fund’s underperformance relative to the benchmark index and peer group median for the three-, five- and ten-year periods including the impact of past and current market conditions on the fund’s strategy and management’s plans for the fund. The Board concluded that the fund’s performance is being monitored and reasonably addressed, where appropriate.

The Board noted that Fundamental Large Cap Core Fund outperformed its benchmark index for the 1- and 3-year time periods and its peer group for the 1-, 3-, and 10-year time periods ended December 31, 2021. The fund underperformed the index for the 5- and 10-year time periods and its peer group for the 5-year time period ended December 31, 2021. The Board took into account management’s discussion of the fund’s performance, including the favorable performance relative to its benchmark index and to the peer group for the one-year period. The Board concluded that the fund’s performance has generally been in line with or outperformed the historical performance of comparable funds.

The Board noted that U.S. Global Leaders Growth Fund underperformed its benchmark index for all time periods and its peer group for the 1-, 3-, and 10-year time periods, but outperformed its peer group for the 5-year time period ended December 31, 2021. The Board took into account management’s discussion of the factors that contributed to the fund’s underperformance, including the impact of the benchmark’s concentration of outperformance in a small number of portfolio companies, in which the fund is underweight due to its risk aware nature. The Board concluded that the fund’s performance is being monitored and reasonably addressed, where appropriate.

The Board noted that California Municipal Bond Fund outperformed its benchmark index for the 1- and 10-year periods and its peer group for the 1-year time periods, but underperformed its benchmark index for the 3- and 5-year time periods and its peer group for the 3-, 5- and 10-year time periods ended December 31, 2021. The Board took into account management’s discussion of the factors that contributed to the fund’s performance compare to the benchmark index and peer group median for the one-, three-, five- and ten-year periods, including the impact of past and current market conditions on the fund’s strategy and management’s outlook for the fund. The Board concluded that the fund’s performance is being monitored and reasonably addressed, where appropriate.

Fees and expenses. The Board reviewed comparative information prepared by an independent third-party provider of fund data, including, among other data, each Fund’s contractual and net management fees (and subadvisory fees, to the extent available) and total expenses as compared to similarly situated investment companies deemed to be comparable to the Funds in light of the nature, extent and quality of the management and advisory services provided by the Advisor. The Board considered each Fund’s ranking within a smaller group of peer funds chosen by the independent third-party provider, as well as the each Fund’s ranking within a broader group of funds. In comparing each Fund’s contractual and net management fees to those of comparable funds, the Board noted that such fees include both advisory and administrative costs. The Board noted that net management fees and net total expenses for the fund are higher than the peer group median for the Classic Value Fund, U.S. Global Leaders Growth Fund, and California Municipal Bond Fund, and equal to the peer group median for the Fundamental All Cap Core Fund.

The Board took into account management’s discussion of each Fund’s expenses. The Board also took into account management’s discussion with respect to the overall management fees and the fees of the Subadvisors, including the amount of the advisory fees retained by the Advisor after payment of the subadvisory fee, in each case in light of the services rendered for those amounts and the risks undertaken by the Advisor. The Board also noted that the Advisor pays the subadvisory fees, and that such fees are negotiated at arm’s length with respect to the Subadvisors. In addition, the Board took into account that management had agreed to implement an overall fee waiver across the complex, including with respect to the Legacy Funds, which is discussed further below. The Board also noted actions taken over the past several years to reduce the Funds’ operating expenses. The Board also noted that, in addition, the Advisor is currently waiving fees and/or reimbursing expenses with respect to the Funds and that the Funds have breakpoints in their contractual management fee schedules that reduce management fees as assets increase. The Board also noted that the Funds’ distributor, an affiliate of the Advisor, has agreed to waive a portion of its Rule 12b-1 fee for a share class of the Fundamental Large Cap Core Fund, Classic Value Fund, and California Municipal Bond Fund. The Board noted that each of Fund has a voluntary fee waiver and/or expense reimbursement, which reduces certain expenses of each Fund. The Board reviewed information provided by the Advisor concerning the investment advisory fees charged by the Advisor or one of its advisory affiliates to other clients (including other funds in the John Hancock Fund Complex) having similar investment mandates, if any. The Board considered any differences between the Advisor’s and Subadvisors’ services to the Legacy Funds and the services they provide to other comparable clients or Funds. The Board concluded that the advisory fees paid with respect to the Legacy Funds are reasonable in light of the nature, extent and quality of the services provided to the Legacy Funds under the Current Advisory Agreement.

Probability/Fall out benefits. In considering the costs of the services to be provided and the profits to be realized by the Advisor and its affiliates from the Advisor’s relationship with the Trusts, the Board:

Based upon its review, the Board concluded that the level of profitability, if any, of the Advisor and its affiliates from their relationship with the Funds was reasonable and not excessive.

Economies of scale. In considering the extent to which economies of scale would be realized as each Fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders, the Board:

In approving the form of Proposed Advisory Agreement at the June 21-23, 2022 meetings, the Board determined that it was appropriate to rely upon its recent consideration at its May 24-25, 2022 meeting of such factors, such as, including, for example: fund performance; the realization of economies of scale; profitability of the form of Proposed Advisory Agreement to the Adviser; and comparative advisory fee rates (as well as its conclusions with respect to those factors). The Board noted that it had, at the May 2022 meeting, considered that these factors, taken as a whole, supported the continuation of the form of Proposed Advisory Agreement with respect to the other applicable funds in the John Hancock Funds complex. At the June 21-23, 2022 meetings, the Board further considered factors relevant to the form of Proposed Advisory Agreement that were initially discussed at the May 2022 meeting, as described above. In particular, the Board noted the skill and competency of the Adviser in its past management of each applicable fund’s affairs and subadvisory relationships, the qualifications of the Adviser’s personnel who perform services for each Trust and the Funds, including those who served as officers of each Trust, and the high level and quality of services that the Adviser may reasonably be expected to continue to provide the Funds and concluded that the Adviser may reasonably be expected to perform its services ably under the form of Proposed Advisory Agreement. The Board considered with respect to Proposal 2 the differences between the Current Advisory Agreement and Proposed Advisory Agreement, as described above and agreed that the form of Proposed Advisory Agreement structure would more clearly delineate the Adviser’s duties by separating the Adviser’s non-advisory functions from its advisory functions. The enhanced delineation is expected to facilitate oversight of the Adviser’s advisory and non-advisory activities without leading to any increase in the Funds’ overall expense ratios or decrease in the nature, extent and quality of services provided.

Additional Information

For additional information about the Advisor, including: “Management and Control of the Advisor,” the amounts of advisory fees paid to the Advisor during each relevant Fund’s fiscal year, and “Payments by the Funds to Affiliates of the Advisor,” see Appendix C hereto (“Additional Information About the Advisor and the Advisory Agreements”). The advisory fee schedule for each relevant Fund is set forth in Appendix D hereto (“Advisory Fee Schedules”).

Required Vote

Shareholders of each Legacy Fund voting on the form of Proposed Advisory Agreement will vote separately with respect to Proposal 2. For each Fund, approval of Proposal 2 will require the affirmative vote of a Majority of the Outstanding Voting Securities of the Fund. If shareholders of a Fund do not approve Proposal 2, the form of Proposed Advisory Agreement will not take effect, and the terms of the Current Advisory Agreements will continue in effect as to that Fund.

If Proposal 2 is approved by the shareholders of a Fund, the form of Proposed Advisory Agreement is expected to become effective as to that Fund promptly after such approval and upon disclosure in that Fund’s prospectus.

The Board, including all the Independent Trustees, recommends that shareholders of each Fund vote “FOR” Proposal 2.

Proposal 3 — Approval of the Adoption of a Manager of Managers Structure

Introduction

(Balanced Fund, California Municipal Bond Fund, Classic Value Fund, Financial Industries Fund, Fundamental Large Cap Core Fund, High Yield Municipal Bond Fund, and Regional Bank Fund)

The Funds each have JHIM as their investment advisor, subject to the supervision of the Board, pursuant to an Advisory Agreement between JHIM and each Trust, on behalf of each Fund. JHIM is permitted under the Advisory Agreement, at its own expense, to select and contract with one or more unaffiliated investment subadvisors to perform some or all of the investment advisory services for which JHIM is responsible under the Advisory Agreement.

When JHIM delegates portfolio management duties to a subadvisor with respect to a Fund, the 1940 Act requires that the subadvisory agreement must be approved by the shareholders of that Fund. Specifically, Section 15 of the 1940 Act makes it unlawful for any person to act as an investment manager (including as a subadvisor) to a mutual fund, except pursuant to a written contract that has been approved by shareholders. Therefore, to comply with Section 15 of the 1940 Act, each Fund must obtain shareholder approval of a subadvisory agreement in order to employ a subadvisor, replace an existing subadvisor with a new subadvisor, materially change the terms of a subadvisory agreement or continue the employment of an existing subadvisor whose subadvisory agreement terminates because of an assignment (as such term is defined under the 1940 Act).

However, because of the expense and delay associated with obtaining shareholder approval of subadvisors and related subadvisory agreements, many mutual fund investment managers have requested and obtained orders from the SEC exempting them and the mutual funds they manage from certain requirements of Section 15 of the 1940 Act and the rules thereunder. Subject to the conditions delineated therein, these orders permit the covered mutual funds and their respective managers to employ a “manager of managers” structure with respect to the funds, whereby the investment managers may retain unaffiliated subadvisors for the funds and materially change the terms of subadvisory agreements without obtaining shareholder approval.

On January 27, 2000, the SEC issued such an exemptive order pursuant to Section 6(c) of 1940 Act to John Hancock that allows the Advisor to enter into and materially amend subadvisory agreements with unaffiliated subadvisors without shareholder approval. This order does not extend to a subadvisor that is an “affiliated person,” as defined in Section 2(a)(3) of the 1940 Act, of a Trust or the Advisor, other than by reason of serving as subadvisor to one or more of the Funds.

Most of the funds in the John Hancock Fund Complex currently utilize the manager of managers structure, and approval for the remaining funds noted in this Proposal 3 would align such funds with the rest of the funds in the John Hancock Fund Complex. The proposed manager of managers structure would permit JHIM, as each Fund’s investment advisor, to make changes to a Fund’s unaffiliated subadvisors and materially amend subadvisory agreements with unaffiliated subadvisers without shareholder approval. This would allow JHIM, subject to the Board’s approval, to select new or additional unaffiliated subadvisors for a Fund and terminate and replace existing unaffiliated subadvisors to a Fund. The manager of managers structure is intended to enable each Fund to operate with greater efficiency and help each Fund enhance performance by allowing the Board and JHIM to employ subadvisors best suited to the needs of the Fund without incurring the expense and delay associated with obtaining shareholder approval of a new unaffiliated subadvisor and its subadvisory agreement. The Board believes that it is in the best interests of each Fund and its shareholders to adopt a manager of managers structure. A discussion of the factors considered by the Board is set forth in the section below entitled “Board Approval of Manager of Managers Structure.”

The process of seeking shareholder approval can be administratively expensive to any Fund and may cause delays in executing changes that the Board and JHIM have determined are necessary or desirable. These costs are often borne by the Funds (and therefore indirectly by the Funds’ shareholders). Further, if a subadvisor of a Fund is involved in a corporate transaction that could be deemed to result in an assignment of its subadvisory agreement, the Fund currently must seek shareholder approval of a new subadvisory agreement, even where there will be no change in the persons managing the Fund or the subadvisory fee paid to the subadvisor by JHIM. If a Fund’s shareholders approve the policy authorizing a manager of managers structure for the Fund, the Board would be able to act more quickly, and with less expense to the Fund, to appoint an unaffiliated subadvisor, in instances in which the Board and JHIM believe that the appointment would be in the best interests of the Fund and its shareholders.

The Board, including the Independent Trustees, would continue to oversee the subadvisor selection process under the manager of managers structure to help ensure that the interests of shareholders are protected whenever JHIM would seek to select an unaffiliated subadvisor or modify a subadvisory agreement with an unaffiliated subadvisor. Specifically, the Board, including the Independent Trustees, would evaluate and approve each subadvisory agreement as well as any modification to an existing subadvisory agreement. The Board, including a majority of the Independent Trustees, will continue to be required to review and consider the continuance of each subadvisory agreement at least annually, after the expiration of the initial term. In reviewing new or existing subadvisory agreements or modifications to existing subadvisory agreements, the Board will analyze all factors that it considers to be relevant to its determination, including the subadvisory fees, the nature, quality and scope of services to be provided by the subadvisor, the investment performance of the assets managed by the unaffiliated subadvisor in the particular style for which a subadvisor is sought, as well as the subadvisor’s compliance with federal securities laws and regulations. JHIM and each unaffiliated subadvisor will continue to have a legal duty to provide the Board with information on all factors pertinent to the Board’s decision regarding the subadvisory arrangement.

Furthermore, operation of a Fund under the proposed manager of managers structure would not: (1) permit investment management fees paid by a Fund to JHIM to be increased without shareholder approval, or (2) diminish JHIM’s responsibilities to a Fund, including JHIM’s overall responsibility for the portfolio management services furnished by a subadvisor. Under the structure, JHIM would continue to supervise and oversee the activities of the subadvisor(s) to each Fund, monitor each subadvisor’s performance and make recommendations to the Board about whether its subadvisory agreement should be continued, modified or terminated.

Under the manager of managers structure, a Fund’s shareholders would receive notice of, and information pertaining to, any new subadvisory agreement or any material change to an existing subadvisory agreement for the Fund. In particular, shareholders would receive the same information about a new subadvisory agreement and a new subadvisor that they would have received in a proxy statement related to their approval of a new subadvisory agreement in the absence of a manager of managers structure except that such shareholders would not be asked to vote on the matter.

Board Approval of Manager of Managers Structure

At videoconference meetings held on June 21-23, 2022, the Board, including a separate unanimous vote by the Independent Trustees, unanimously approved the use of the manager of managers structure and determined: (1) that it would be in the best interests of each Fund and its shareholders; and (2) to obtain shareholder approval of the structure. In evaluating this structure, the Board, including the Independent Trustees, considered various factors and other information, including the following:

Required Vote

Shareholders of each of Balanced Fund, California Municipal Bond Fund, Classic Value Fund, Financial Industries Fund, Fundamental Large Cap Core Fund, High Yield Municipal Bond Fund, and Regional Bank Fund will vote separately with respect to Proposal 3. For each such Fund, approval of Proposal 3 will require the affirmative vote of a Majority of the Outstanding Voting Securities of that Fund.

If shareholders of a Fund approve the adoption of a manager of managers structure, this structure is expected to become effective immediately upon approval and upon disclosure of the structure in the Fund’s prospectus.

If shareholders of a Fund do not approve the proposed manager of managers structure, the structure will not take effect.

Each applicable Board, including all the Independent Trustees, recommends that shareholders of each such Fund vote “FOR” Proposal 3.

Independent Registered Public Accounting Firm

The firm of PricewaterhouseCoopers LLP (“PwC”), 101 Seaport Boulevard, Suite 500, Boston, Massachusetts 02210, has been selected as the independent registered public accounting firm for each Fund for its fiscal year and served as such for the prior fiscal period. PwC examines annual financial statements for each Fund, reviews regulatory filings that include those financial statements and provides other audit-related, non-audit, and tax-related services to each Fund. Representatives of PwC are not expected to be present at the Meeting but have been given the opportunity to make a statement, if they so desire, and will be available should any matter arise requiring their participation.

Audit Fees. These fees represent aggregate fees billed to a Fund for the last two 12-month fiscal years (the “Reporting Periods”) for professional services rendered by PwC for the audit of each Fund’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for such period.

Audit-Related Fees. These fees represent the aggregate fees billed for the Reporting Periods for assurance and related services by PwC that are reasonably related to the performance of the audit of each Fund’s financial statements and are not reported under “Audit Fees,” below. Such fees relate to professional services rendered by PwC for separate audit reports in connection with Rule 17f-2 (under the 1940 Act) security counts and fund merger audit services.

Tax Fees. These fees represent aggregate fees billed for the Reporting Periods for professional services rendered by PwC for tax compliance, tax advice and tax planning. The tax services provided by PwC related to the review of each Fund’s federal and state income tax returns, excise tax calculations and returns and a review of each Fund’s calculations of capital gain and income distributions.

All Other Fees. These fees for the Reporting Periods relate to products and services provided by PwC other than those reported above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees” above.

Fees Paid to PwC for the Last Two Fiscal Years Ended March 31

Fees Paid to PwC for the Last Two Fiscal Years Ended May 31

Fees Paid to PwC for the Last Two Fiscal Years Ended October 31

Fees Paid to PwC for the Last Two Fiscal Years Ended December 31

⁽¹⁾       Fund utilized Ernst and Young rather than the Fund’s current independent auditor.

The SEC’s auditor independence rules require each Trust’s Audit Committee to pre-approve: (a) all audit and permissible non-audit services provided by PwC directly to the Fund; and (b) those permissible non-audit services provided by PwC to the Advisor (not including any subadvisor whose role is primarily portfolio management and is sub-contracted with or overseen by another investment advisor) and any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the Fund (the “Affiliated Service Providers”), if the services relate directly to the operations and financial reporting of the Fund. The Audit Committee has adopted policies and procedures regarding the pre-approval of audit and non-audit services by PwC. The procedures are designed to assure that these services do not impair PwC’s independence. The procedures also require the Audit Committee to pre-approve non-audit services provided by PwC to the Trust, the Advisor or any entity controlling, controlled by or under common control with the Advisor (an “Advisor Affiliate”) where such services provided have a direct impact on the operations or financial reporting of the Fund, as further assurance that such services do not impair PwC’s independence. The procedures follow two different approaches to pre-approving services: (1) proposed services may be pre-approved (“general pre-approval”); or (2) proposed services require specific pre-approval (“specific pre-approval”). Unless a type of service provided by PwC has received general pre-approval, it will require specific pre-approval by the Audit Committee. The procedures describe the audit, audit-related, tax and other non-audit services that have been pre-approved by an Audit Committee. The Audit Committee annually reviews these services and the amount of fees for each such service that have been pre-approved. The Audit Committee may delegate pre-approval authority to a subcommittee of one or more members.

The following tables show the aggregate non-audit fees billed by PwC for non-audit services rendered to the Funds, the Advisor and the Affiliated Service Providers for the indicated fiscal year and period ends.

Non-Audit Fees for Funds

During the Reporting Periods, PwC billed no fees that an Audit Committee was required to pre-approve pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

The Audit Committee has considered whether the provision of non-audit services that were rendered to Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining PwC’s independence. For the Reporting Periods, there were no non-audit fees billed by PwC for services rendered to the Affiliated Service Providers.

Shareholders and Voting Information

Shares of the Funds, except the Collateral Trust, are offered to the public, including various institutional investors. Shares of the Collateral Trust are only offered by way of a “private placement” exempt from the registration requirements of the Securities Act of 1933 (the “1933 Act”), applicable state securities laws pursuant to Rule 506 of Regulation D under the 1933 Act and comparable state law exemptions and/or through private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. Only shares of a particular Fund are entitled to vote on matters that affect only the interests of that Fund.

As of the Record Date, the Class NAV shares of the Funds, as applicable, were held principally by other funds in the John Hancock Fund Complex (collectively, the “Funds of Funds”). No Fund of Funds holding Class NAV shares of a Fund exercises any discretion in voting such shares.

For purposes of the 1940 Act, any person who owns “beneficially” more than 25% of any class of the outstanding shares of a Fund is presumed to “control” that class of shares of the Fund. Shares are generally deemed to be beneficially owned by a person who has the power to vote or dispose of the shares. Consequently, an entity that is deemed to have the power to vote or dispose of more than 25% of the shares of any class of shares of a Fund will be presumed to control that class of shares of a Fund. As currently operated, the Funds of Funds have no power to exercise any discretion in voting the shares of underlying Funds, and the power to dispose of the shares resides not with the Funds of Funds or with the Funds but rather with the subadvisor to the Fund of Funds as a result of its advisory arrangements. Under these circumstances, the Funds do not view a Fund of Funds as being the beneficial owner of shares of underlying Funds for purposes of the 1940 Act presumption of control.

Information as to the number of shares outstanding for each Fund, and share ownership of each Fund, as of the Record Date or such other recent date as may be indicated, is set forth in Appendix E (“Outstanding Shares and Share Ownership”) to this Proxy Statement.

Each Fund will furnish, without charge, a copy of its most recent annual report and semi-annual report to any shareholder upon request. To obtain a report, please contact the relevant Fund by calling 800-225-5291. These reports are also available on the Internet at www.jhinvestments.com.

Voting Procedures

Proxies may be revoked at any time prior to the voting of the shares represented thereby by: submitting to the Trusts a written notice of revocation or a subsequently executed proxy; by calling the toll-free telephone number; or attending the Meeting and voting by phone. All valid proxies will be voted in accordance with specifications thereon, or in the absence of specifications, for approval of all applicable proposals.

Quorum. Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting or any adjournment of the Meeting. The holders of a majority of the issued and outstanding shares of a Trust at the close of business on that date present by phone or by proxy will constitute a quorum for the Meeting. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. A Majority of the Outstanding Voting Securities of a Trust or a Fund, as applicable, is required to approve a proposal, except as otherwise stated herein.

Shareholders are entitled to one vote for each share held and fractional votes for fractional shares held. No shares have cumulative voting rights.

In the event the necessary quorum to transact business or the vote required to approve a proposal is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting with respect to one or more proposals in accordance with applicable law to permit further solicitation of proxies. The chair of the Meeting may adjourn the meeting to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the date, time and place are announced at the Meeting at which the adjournment is taken. At the adjourned meeting, the Trusts may transact such business which properly may have been transacted at the Meeting. Any adjourned meeting may be held as adjourned one or more times without further notice on a date that is a reasonable time after the date of the Meeting.

Abstentions and Broker “Non-Votes.” Abstentions and broker non-votes (i.e., shares held by brokers or nominees as to which: (i) instructions have not been received from the beneficial owners or the persons entitled to vote; and (ii) the broker or nominee indicates on the proxy that it does not have discretionary voting power on a particular matter) are counted as shares entitled to vote and present at the Meeting in determining whether a quorum is present. An abstention will not be counted as a vote cast on a proposal. Broker votes will be counted on routine items as permitted under certain exchange rules. Broker non-votes will not be counted for non-routine items and will have the effect of a vote “against” a proposal. Therefore, with respect to a Proposal 2 and Proposal 3, which are each non-routine, abstentions and broker non-votes have the same effect as a vote “against” a proposal. An abstention will not be counted as a vote cast on routine Proposal 1. Broker votes will be counted for routine Proposal 1.

In this Proxy Statement, the term “Majority of the Outstanding Voting Securities” means the affirmative vote of the lesser of:

Cost of Preparation of Proxy Materials.The costs of the preparation of these proxy materials are expected to be approximately $43,212, and will be borne by the Funds, allocated among them on the basis of their relative net assets.

Solicitation and Distribution of Proxies. In addition to the preparation of these proxy materials, proxies will be mailed and may be solicited by telephone, by fax, by email, or in person by the Trustees, officers and employees of the Trusts; by personnel of the Advisor, its affiliates, or by broker-dealer firms. Broadridge Financial Solutions, Inc. has been retained to assist in the mailing and solicitation of proxies at a cost of approximately $7,789,311. The costs of the distribution of these proxy materials and any proxy solicitation will be borne by the Funds, allocated among them on the basis of their relative net assets.

Fund Voting. Shares of all Funds of each Trust will vote in the aggregate and not separately by Fund or class of shares with respect to the election of Trustees (Proposal 1). Shares of the applicable Fund or Funds will vote separately, and in the aggregate and not by class of shares, on the proposals with respect to amendments to the Advisory Agreement (Proposal 2) and to the adoption of a Manager of Managers Structure (Proposal 3).

Telephone Voting

In addition to soliciting proxies by mail, by fax or in person, the Trusts may also arrange to have votes recorded by telephone by officers and employees of the Trusts or by the personnel of the Advisor, the transfer agent or Signature Services. The telephone voting procedure is designed to verify a shareholder’s identity, to allow a shareholder to authorize the voting of shares in accordance with the shareholder’s instructions and to confirm that the voting instructions have been properly recorded.

A shareholder will be called on a recorded line at the telephone number in a Trust’s account records and will be asked to provide certain identifying information.

The shareholder will then be given an opportunity to authorize proxies to vote his or her shares at the Meeting in accordance with the shareholder’s instructions.

Alternatively, a shareholder may call to vote by taking the following steps:

To ensure that the shareholder’s instructions have been recorded correctly, the shareholder will also receive a confirmation of the voting instructions. If the shareholder decides after voting by telephone to attend the Meeting, the shareholder can revoke the proxy at that time and vote the shares at the Meeting.

Internet Voting

You will also have the opportunity to submit your voting instructions via the Internet by utilizing a program provided through a vendor. Voting via the Internet will not affect your right to vote by phone if you decide to attend the Meeting. Do not mail the proxy card(s) if you are voting via the Internet. To vote via the Internet, you will need the “control number” that appears on your proxy card(s). These Internet voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly. If you are voting via the Internet, you should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which costs you must bear.

To vote via the Internet:

To ensure that your instructions have been recorded correctly, you will receive a confirmation of your voting instructions immediately after your submission.

Other Matters

The Board does not know of any matters to be presented at the Meeting other than those described in this Proxy Statement. If any other matters properly come before the Meeting, the shares represented by proxies will be voted in accordance with the best judgment of the person or persons voting the proxies.

No Trust is required to hold annual meetings of shareholders and, therefore, it cannot be determined when the next meeting of shareholders will be held. Shareholder proposals to be presented at any future meeting of shareholders of that Trust must be received by a Trust a reasonable time before that Trust’s solicitation of proxies for that meeting in order for such proposals to be considered for inclusion in the proxy materials related to that meeting.

BY ORDER OF THE BOARD OF TRUSTEES

July 21, 2022

Boston, Massachusetts

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING BY PHONE ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD(S) IN THE ENCLOSED ENVELOPE OR, ALTERNATIVELY, TO VOTE BY TOUCH-TONE TELEPHONE OR THE INTERNET. IF SHAREHOLDERS DO NOT RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, IT MAY RESULT IN THE NEED FOR ADDITIONAL SHAREHOLDER SOLICITATION EFFORTS.

Appendices

PROXY STATEMENT OF
JOHN HANCOCK BOND TRUST
JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND
JOHN HANCOCK CAPITAL SERIES

JOHN HANCOCK COLLATERAL TRUST
JOHN HANCOCK CURRENT INTEREST

JOHN HANCOCK FUNDS III
JOHN HANCOCK INVESTMENT TRUST
JOHN HANCOCK INVESTMENT TRUST II
JOHN HANCOCK INVESTMENT TRUST III
JOHN HANCOCK MUNICIPAL SECURITIES TRUST
JOHN HANCOCK SOVEREIGN BOND FUND
JOHN HANCOCK STRATEGIC SERIES

(each, a “Trust” and collectively, the “Trusts”)

SPECIAL JOINT MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 9, 2022

Appendix A    John Hancock Funds Procedures for the Selection of Independent Trustees

Appendix B    Proposed New Form of Advisory Agreement

Appendix C    Additional Information about the Advisor and the Advisory Agreements

Appendix D    Advisory Fee Schedules

Appendix E    Outstanding Shares and Share Ownership

Exhibit A        Procedures for the Selection of New Independent Trustees

John Hancock Investment Management Distributors LLC

MEMBER FINRA / SIPC

200 Berkeley Street
Boston, Massachusetts 02116
1-800-225-5291

www.jhinvestments.com

Appendix A - John Hancock Funds Procedures for the Selection of Independent Trustees

1.       Nominees should have a reputation for integrity, honesty and adherence to high ethical standards.

2.       Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the funds and should be willing and able to contribute positively to the decision-making process of the funds.

3.       Nominees should have a commitment to understand the funds, and the responsibilities of a trustee/director of an investment company and to regularly attend and participate in meetings of the Board and its committees.

4.       Nominees should have the ability to understand the sometimes conflicting interests of the various constituencies of the funds, including shareholders and the management company, and to act in the interests of all shareholders.

5.       Nominees should not have, nor appear to have, a conflict of interest that would impair their ability to represent the interests of all the shareholders and to fulfill the responsibilities of a director/trustee.

Application of Criteria to Existing Trustees

The renomination of existing Trustees should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above. In addition, the Nominating and Governance Committee shall consider the existing Trustee’s performance on the Board and any committee.

Appendix B - Proposed New Form of Advisory Agreement

[TRUST NAME]

AMENDED AND RESTATED ADVISORY AGREEMENT

Amended and Restated Advisory Agreement dated [ ], 2022, between [Trust Name], a Massachusetts business trust (the “Trust”) and John Hancock Investment Management LLC, a Delaware limited liability company (the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

The Trust hereby appoints the Adviser, subject to the supervision of the Trustees of the Trust and the terms of this Agreement, as the investment adviser for each of the funds of the Trust specified in Appendix A to this Agreement as it shall be amended by the Adviser and the Trust from time to time (the “Funds”). The Adviser accepts such appointment and agrees to render the services and to assume the obligations set forth in this Agreement commencing on its effective date. The Adviser will be an independent contractor and will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent unless expressly authorized in this Agreement or another writing by the Trust and the Adviser.

election, the Adviser, subject always to the direction and control of the Trustees of the Trust, will manage the investments and determine the composition of the assets of the Funds in accordance with the Trust’s registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Funds, the Adviser:

The Trust will pay all expenses of its organization, operations and business not specifically assumed or agreed to be paid by the Adviser, as provided in this Agreement, or by a Subadviser, as provided in a Subadvisory Agreement. Without limiting the generality of the foregoing, in addition to certain expenses described in section 2 above, the Trust shall pay or arrange for the payment of the following:

Subject to the provisions of section 2(d) of this Agreement, the Adviser shall be entitled to a fee with respect to each Fund, accrued and paid daily, at such annual percentage rates, as specified in Appendix A to this Agreement, of the average daily net asset value of the Fund.

The services of the Adviser to the Trust are not to be deemed to be exclusive, and the Adviser shall be free to render investment advisory or other services to others (including other investment companies) and to engage in other activities. It is understood and agreed that the directors, officers and employees of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees or employees of any other firm or corporation, including other investment companies.

The Adviser may enter into arrangements with other persons affiliated with the Adviser to better enable it to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Adviser.

It is understood that Trustees, officers, agents and shareholders of the Trust are or may be interested in the Adviser as directors, officers, stockholders, or otherwise; that directors, officers, agents and stockholders of the Adviser are or may be interested in the Trust as Trustees, officers, shareholders or otherwise; that the Adviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust or the organizational documents of the Adviser or by specific provision of applicable law.

The Adviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Trust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the Funds. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not “interested persons” (as defined in the 1940 Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if a majority of the outstanding voting securities of that Fund votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Fund affected by the Agreement or (b) all the Funds of the Trust.

Following the effectiveness of the Agreement with respect to any Fund, if the Agreement terminates with respect to such Fund because the shareholders of such Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to such Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of such Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to such Fund or the amount it would have received under the Agreement in respect of such Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of any Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to such Fund and, in such event, the Agreement shall continue with respect to such Fund as previously in force and effect.

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Trust. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

The Adviser will promptly notify the Trust in writing of the occurrence of any of the following:

This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the outstanding voting securities of each of the Funds affected by the amendment and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to any Fund if a majority of the outstanding voting securities of that Fund vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Fund affected by the amendment or (b) all the Funds of the Trust.

This Agreement contains the entire understanding and agreement of the parties.

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or Adviser in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this section.

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the 1940 Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.

The Trust, on behalf of itself and with respect to any Fund, may use the name “John Hancock” or any name or names derived from or similar to the names “John Hancock Investment Management LLC,” or “John Hancock Life Insurance Company (U.S.A.),” a Michigan domiciled insurance company, only for so long as this Agreement remains in effect as to the Trust or the particular Fund. At such time as this Agreement shall no longer be in effect as to the Trust or a particular Fund, the Trust or the particular Fund, as the case may be, will (to the extent it lawfully can) cease to use such a name or any other name indicating that the Trust or the particular Fund is advised by or otherwise connected with the Adviser. The Trust acknowledges that it has adopted the name [Trust Name] through permission of John Hancock Life Insurance Company (U.S.A.), and agrees that John Hancock Life Insurance Company (U.S.A.) reserves to itself and any successor to its business the right to grant the non-exclusive right to use the name “John Hancock” or any similar name or names to any other corporation or entity, including but not limited to any investment company of which John Hancock Life Insurance Company (U.S.A.) or any subsidiary or affiliate thereof shall be the investment adviser.

The [Amended and Restated] Declaration of Trust establishing the Trust, dated [ ], a copy of which, together with all amendments thereto (the “Declaration”), is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that no Trustee, shareholder, officer, employee or agent of the Trust shall be subject to any personal liability in connection with Trust property or the affairs of the Trust and that all persons shall look solely to the Trust property or to the property of one or more specific Funds for satisfaction of claims of any nature arising in connection with the affairs of the Trust.

In the absence of (a) willful misfeasance, bad faith or gross negligence on the part of the Adviser in performance of its obligations and duties hereunder, (b) reckless disregard by the Adviser of its obligations and duties hereunder, or (c) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), the Adviser shall not be subject to any liability whatsoever to the Trust, or to any shareholder for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of a Fund.

of the particular Fund(s) involved in the claim, demand, action or suit and not against the assets of any other Fund(s) of the Trust.

This Agreement and any amendments hereto and any notices or other communications hereunder that are required to be in writing may be in electronic form (including without limitation by facsimile and, in the case of notices and other communications, email) and may be executed by means of electronic signatures.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)