As filed with the U.S. Securities and Exchange Commission on April 29, 2021
File No. 333-252099
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| PRE-EFFECTIVE AMENDMENT NO. | ☐ | |
| POST-EFFECTIVE AMENDMENT NO. 1 | ☒ |
JOHN HANCOCK INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
200 Berkeley Street
Boston, Massachusetts 02116
(Address of Principal Executive Offices)
800-225-5291
(Registrant’s Area Code and Telephone Number)
Christopher Sechler, Esq.
200 Berkeley Street
Boston, Massachusetts 02116
(Name and Address of Agent for Service)
Copy to:
Mark Goshko, Esq.
K&L GATES LLP
ONE LINCOLN STREET
BOSTON, MASSACHUSETTS 02111
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:
Cover Sheet
Contents of Registration Statement
Part A – Proxy Statement/Prospectus – Incorporated herein by reference to the definitive form of Proxy Statement/Prospectus filed pursuant to Rule 497 under the Securities Act of 1933, as amended (the “Securities Act”), on February 19, 2021, SEC accession number 0001140361-21-005391.
Part B – Statement of Additional Information – Incorporated herein by reference to the definitive form of Statement of Additional Information filed pursuant to Rule 497 under the Securities Act on February 19, 2021, SEC accession number 0001140361-21-005391.
Part C – Other Information
Signature Pages
Exhibits – The sole purpose of this filing is to file as exhibits, with respect to the reorganization described in the Registrant’s Registration Statement on Form N-14, filed on January 14, 2021: (i) the executed Agreement and Plan of Reorganization, as required by Item 16(4) of Form N-14; (ii) the opinion of counsel supporting the tax matters and consequences to shareholders of the reorganization, as required by Item 16(12) of Form N-14; and (iii) the consent of counsel with respect to the filing of such tax opinion.
JOHN HANCOCK INVESTMENT TRUST
PART C
OTHER INFORMATION
Item 15. Indemnification
No change from the information set forth in Item 30 of the most recently filed amendment to the Registration Statement of John Hancock Investment Trust (“Registrant”) on Form N-1A under the 1933 Act and the 1940 Act (File Nos. 002-10156 and 811-00560) as filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2021 (accession number 0001133228-21-002028), which information is incorporated herein by reference.
Item 16. Exhibits
| 1(a) | Amended and Restated Declaration of Trust dated January 22, 2016. – previously filed as exhibit 99.(a) to post-effective amendment no. 154 filed on February 25, 2016, accession number 0001133228-16-007639. |
| 1(a)(1) | Amendment dated December 13, 2018 to the Amended and Restated Declaration of Trust dated January 22, 2016 – previously filed as exhibit 99.(a).1 to post-effective amendment no. 189 filed on February 28, 2019, accession number 0001133228-19-000768. |
| 2(a) | Amended and Restated By-Laws dated March 8, 2005. – previously filed as exhibit 99.(b) to post-effective amendment no. 98 filed on May 2, 2005, accession number 0001010521-05-000151. |
| 2(a)(1) | Amendment dated March 11, 2008 to the Amended and Restated By-Laws dated March 8, 2005. – previously filed as exhibit 99.(b).1 to post-effective amendment no. 111 filed on February 27, 2009, accession number 0000950135-09-001332. |
| 2(a)(2) | Amendment dated June 9, 2009 to the Amended and Restated By-Laws dated March 8, 2005. – previously filed as exhibit 99.(b).2 to post-effective amendment no. 113 filed on December 17, 2009, accession number 0000950123-09-071584. |
| 2(a)(3) | Amendment dated August 31, 2010 to the Amended and Restated By-Laws dated March 8, 2005. – previously filed as exhibit 99.(b).4 to post-effective amendment no. 115 filed on February 25, 2011, accession number 0000950123-11-017991. |
| 2(a)(4) | Amendment dated March 10, 2016 to the Amended and Restated By-Laws dated March 8, 2005. – previously filed as exhibit 99.(b).4 to post-effective amendment no. 156 filed on March 14, 2016 accession number No. 0001133228-16-008195. |
| 3 | Not applicable. |
| 4 | Agreement and Plan of Reorganization – FILED HEREWITH. |
| 5 | See Exhibits 1 and 2. |
| 6(a) | Amended and Restated Advisory Agreement dated June 30, 2020 (the “Investment Management Contract”) between the Registrant and John Hancock Investment Management LLC. – previously filed as exhibit 99.(d) to post-effective amendment no. 205 filed on July 27, 2020, accession number 0001133228-20-004475. |
| 6(a)(1) | Sub-Advisory Agreement dated May 31, 2016 between John Hancock Investment Management LLC and Trillium Asset Management, LLC relating to John Hancock ESG All Cap Core Fund and John Hancock ESG Large Cap Core Fund – previously filed as exhibit 99.(d).21 to post-effective amendment no. 171 filed on February 28, 2017, accession number 0001133228-17-001091. |
| 7(a) | Amended and Restated Distribution Agreement dated June 30, 2020 between the Registrant and John Hancock Investment Management Distributors LLC (the "Distributor"). – previously filed as exhibit 99.(e) to post-effective amendment no. 205 filed on July 27, 2020, accession number 0001133228-20-004475. |
| 8 | Not applicable. |
| 9(a) | Master Global Custodial Services Agreement dated March 3, 2014 among John Hancock Mutual Funds and Citibank. N.A. – previously filed as exhibit 99.(g).1 to post-effective amendment no. 142 filed on June 15, 2015, accession number 0001133228-15-002717. |
| 9(a)(1) | Amendment dated August 1, 2019 to Master Global Custodial Services Agreement dated March 3, 2014 among John Hancock Mutual Funds and Citibank. N.A. – previously filed as exhibit 99.(g).3 to post-effective amendment no. 205 filed on July 27, 2020, accession number 0001133228-20-004475. |
| 10(a) | Amended and Restated Plan of Distribution pursuant to Rule 12b-1 dated June 30, 2020 relating to Class A Shares. – previously filed as exhibit 99.(m) to post-effective amendment no. 205 filed on July 27, 2020, accession number 0001133228-20-004475. |
| 10(a)(1) | Amended and Restated Plan of Distribution pursuant to Rule 12b-1 dated June 30, 2020 relating to Class C Shares. – previously filed as exhibit 99.(m).4 to post-effective amendment no. 205 filed on July 27, 2020, accession number 0001133228-20-004475. |
| 10(a)(2) | Amended and Restated Multiple Class Plan pursuant to Rule 18f-3 dated December 17, 2014, as amended June 22, 2017 ("18f-3 Plan"), for certain John Hancock Mutual Funds advised by John Hancock Investment Management LLC. – previously filed as exhibit 99.(n) to post-effective amendment no. 179 filed on February 28, 2018, accession number 0001133228-18-001177. |
| 11 | Opinion and Consent of K&L Gates LLP regarding legality of issuance of shares and other matters. – previously filed as exhibit 11 to the registration statement on Form N-14 filed on January 14, 2021, accession number 0001133228-21-000118. |
| 12(a) | Opinion of K&L Gates LLP on tax matters. – FILED HEREWITH. |
| 12(a)(1) | Consent of K&L Gates LLP. – FILED HEREWITH. |
| 13(a) | Amended and Restated Transfer Agency and Service Agreement dated July 1, 2013 (“Restated Transfer Agency Agreement”) between John Hancock Mutual Funds advised by John Hancock Investment Management LLC and John Hancock Signature Services, Inc. – previously filed as exhibit 99.(h).5 to post-effective amendment no. 124 filed on December 19, 2013, accession number 0001133228-13-005026. |
| 13(a)(1) | Amendment dated October 1, 2013 to the Restated Transfer Agency Agreement. – previously filed as exhibit 99.(h).6 to post-effective amendment no. 124 filed on December 19, 2013, accession number 0001133228-13-005026. |
| 13(a)(2) | Amendment dated August 26, 2019 to the Restated Transfer Agency Agreement. – previously filed as exhibit 99.(h).5 to post-effective amendment no. 205 filed on July 27, 2020, accession number 0001133228-20-004475. |
| 13(a)(3) | Amended and Restated Service Agreement dated June 30, 2020 between the Registrant and John Hancock Investment Management LLC. – previously filed as exhibit 99.(h).6 to post-effective amendment no. 205 filed on July 27, 2020, accession number 0001133228-20-004475. |
| 13(a)(4) | Service Agreement dated June 30, 2020 among the Registrant, John Hancock Investment Management LLC, and the Registrant's Chief Compliance Officer. – previously filed as exhibit 99.(h).7 to post-effective amendment no. 205 filed on July 27, 2020, accession number 0001133228-20-004475. |
| 13(a)(5) | Services Agreement dated March 3, 2014 among John Hancock Mutual Funds and Citi Fund Services Ohio, Inc. – previously filed as exhibit 99.(h).9 to post-effective amendment no. 142 filed on June 15, 2015, accession number 0001133228-15-002717. |
| 13(a)(6) | Amendment dated February 1, 2015 to Services Agreement dated March 3, 2014 among John Hancock Mutual Funds and Citi Fund Services Ohio, Inc. – previously filed as exhibit 99.(h).10 to post-effective amendment no. 142 filed on June 15, 2015, accession number 0001133228-15-002717. |
| 13(a)(7) | Amendment dated September 1, 2019 to Services Agreement dated March 3, 2014 among John Hancock Mutual Funds and Citi Fund Services Ohio, Inc. – previously filed as exhibit 99.(h).10 to post-effective amendment no. 205 filed on July 27, 2020, accession number 0001133228-20-004475. |
| 13(a)(8) | Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice dated December 10, 2020 by and between the Registrant and John Hancock Investment Management LLC. – previously filed as exhibit 99.(h).11 to post-effective amendment no. 207 filed on February 24, 2021, accession number 0001133228-21-000881. |
| 13(a)(9) | Agreement to Waive Advisory Fees and Reimburse Expenses dated June 25, 2020 between the Registrant and John Hancock Investment Management LLC. – previously filed as exhibit 13(a)(10) to the registration statement on Form N-14 filed on January 14, 2021, accession number 0001133228-21-000118. |
| 14 | Consent of PricewaterhouseCoopers LLP – previously filed as exhibit 14 to the registration statement on Form N-14 filed on January 14, 2021, accession number 0001133228-21-000118. |
| 15 | Not applicable. |
| 16 | Power of Attorney. – previously filed as exhibit 16 to the registration statement on Form N-14 filed on January 14, 2021, accession number 0001133228-21-000118. |
| 17 | Form of Proxy Card. – previously filed as exhibit 17 to the registration statement on Form N-14 filed on January 14, 2021, accession number 0001133228-21-000118. |
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, John Hancock Investment Trust, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 29th day of April, 2021.
| John Hancock Investment Trust | ||
| By: | /s/ Andrew G. Arnott | |
| Name: | Andrew G. Arnott | |
| Title: | President and Trustee | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date(s) indicated.
| Signature | Title | Date | ||
| /s/ Andrew G. Arnott | President and Trustee | April 29, 2021 | ||
| Andrew G. Arnott | ||||
| /s/ Charles A. Rizzo | Chief Financial Officer | April 29, 2021 | ||
| Charles A. Rizzo | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Charles L. Bardelis * | Trustee | April 29, 2021 | ||
| Charles L. Bardelis | ||||
| /s/ James R. Boyle * | Trustee | April 29, 2021 | ||
| James R. Boyle | ||||
| /s/ Peter S. Burgess * | Trustee | April 29, 2021 | ||
| Peter S. Burgess | ||||
| /s/ William H. Cunningham * | Trustee | April 29, 2021 | ||
| William H. Cunningham | ||||
| /s/ Grace K. Fey * | Trustee | April 29, 2021 | ||
| Grace K. Fey | ||||
| /s/ Marianne Harrison* | Trustee | April 29, 2021 | ||
| Marianne Harrison | ||||
| /s/ Deborah C. Jackson * | Trustee | April 29, 2021 | ||
| Deborah C. Jackson | ||||
| /s/ Hassell H. McClellan * | Trustee | April 29, 2021 | ||
| Hassell H. McClellan | ||||
| /s/ James M. Oates * | Trustee | April 29, 2021 | ||
| James M. Oates |
| Signature | Title | Date | ||
| /s/ Steven R. Pruchansky * | Trustee | April 29, 2021 | ||
| Steven R. Pruchansky | ||||
| /s/ Frances G. Rathke * | Trustee | April 29, 2021 | ||
| Frances G. Rathke | ||||
| /s/ Gregory A. Russo * | Trustee | April 29, 2021 | ||
| Gregory A. Russo | ||||
| *By: Power of Attorney |
| *By: | /s/ Sarah M. Coutu | |
| Sarah M. Coutu | ||
| Attorney-in-Fact |
* Pursuant to Power of Attorney previously filed with the registration statement on January 14, 2021.
Exhibit Index
| 4 | Agreement and Plan of Reorganization. |
| 12(a) | Opinion of K&L Gates LLP on tax matters. |
| 12(a)(1) | Consent of K&L Gates LLP. |
