As filed with the Securities and Exchange Commission on August 13, 1999.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-0560
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK INVESTMENT TRUST
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or
14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission).
[ ] Fee paid previously with preliminary materials.
[X] No fee required.
<PAGE>
Dear Fellow Shareholder:
I am writing to ask for your vote on a proposal that the Real Estate Fund's
Trustees believe will benefit you and your fund over the long term.
As you know, your fund has historically sought long-term growth of capital with
income as a secondary consideration. To pursue this objective, your fund's
management team has focused on investment opportunities in securities of real
estate companies.
Due to your fund's real estate company focus, it is more accurately classified
as a sector fund. Consequently, your Trustees believe it is in shareholders'
best interests to move your fund from the John Hancock Growth and Income Funds
category, where the fund is currently classified, to the John Hancock Sector
Funds category. This move entails a reorganization of your fund's underlying
legal trust to match that of the other sector funds. This will have no federal
income tax consequences to you and is intended to increase efficiency while
reducing printing, registration, accounting, legal and other fees.
No Cost to Your Fund or Change in Investment Strategy
Though this proposal requires your vote, please be assured that your fund will
not bear the cost for either the voting process or making the changes. In
addition, this proposal does not in any way signal a change in your fund's
investment strategy. Your fund's portfolio management team will continue to seek
long-term growth of capital by investing in securities of real estate companies.
This proposal has been unanimously approved by your fund's Board of Trustees,
who believe it will benefit you and your fellow shareholders. It is detailed in
the enclosed proxy statement which I urge you to read thoroughly before voting.
Your Vote Makes a Difference!
No matter what size your investment may be, your vote is critical. I urge you to
review the enclosed materials and to complete, sign and return the enclosed
proxy ballot to us immediately. Your prompt response will help avoid the need
for additional mailings. For your convenience, we have enclosed a postage-paid
envelope.
If you have any questions or need additional information, please contact your
investment professional or your Customer Service Representative at
1-800-225-5291, Monday through Friday between 8:00 a.m. and 8:00 p.m. Eastern
Time. I thank you for your prompt vote on this matter.
Sincerely,
/s/Edward J. Boudreau, Jr.
--------------------------
Edward J. Boudreau, Jr.
Chairman and CEO
<PAGE>
JOHN HANCOCK REAL ESTATE FUND
(a series of John Hancock Investment Trust)
101 Huntington Avenue
Boston, MA 02199
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 13, 1999
This is the formal agenda for your fund's special meeting. It tells you what
matters will be voted on and the time and place of the meeting, in case you want
to attend in person.
To the shareholders of John Hancock Real Estate Fund (the "fund"):
A special meeting of shareholders of your fund will be held at 101 Huntington
Avenue, Boston, Massachusetts on Wednesday, October 13, 1999 at 9:00 a.m.,
Eastern Time, to consider the following:
1. A proposal to approve an agreement and plan of reorganization providing
for the reorganization of your fund from a series of John Hancock
Investment Trust (Investment Trust) into a series of John Hancock
Series Trust (Series Trust). Your Board of Trustees recommends that you
vote FOR this proposal.
2. Any other business that may properly come before the meeting.
Shareholders of record as of the close of business on September 14, 1999 are
entitled to vote at the meeting and any related follow-up meetings. Fund
shareholders will not pay the costs associated with the special meeting.
Whether or not you expect to attend the meeting, please complete and return the
enclosed proxy card. Please take a few minutes to vote now.
By order of the Board of Trustees,
/s/Susan S. Newton
------------------
Secretary
September 20, 1999
370PX 9/99
<PAGE>
PROXY STATEMENT OF
JOHN HANCOCK REAL ESTATE FUND
(a series of John Hancock Investment Trust)
This proxy statement contains the information you should know before voting on
the proposals summarized below.
Real Estate Fund will furnish without charge a copy of its Annual Report and
most recent Semiannual Report to any shareholder upon request. If you would like
a copy of your fund's report(s), please send a written request to the attention
of the fund at 101 Huntington Avenue, Boston, Massachusetts 02199 or call John
Hancock Funds at 1-800-225-5291.
INTRODUCTION
This proxy statement is being used by your fund's Trustees to solicit proxies to
be voted at a special meeting of your fund's shareholders. This meeting will be
held at 101 Huntington Avenue, Boston, Massachusetts on Wednesday, October 13,
1999 at 9:00 a.m., Eastern Time. The purpose of the meeting is to consider:
1. A proposal to approve an agreement and plan of reorganization providing
for the reorganization of your fund from a series of John Hancock
Investment Trust (Investment Trust) into a new series of John Hancock
Series Trust (Series Trust).
2. Any other business that may properly come before the meeting.
This proxy statement and the proxy card are being mailed to your fund's
shareholders on or about September 20, 1999.
Who is Eligible to Vote?
Shareholders of record on September 14, 1999 are entitled to attend and vote on
each proposal at the meeting or any adjourned meeting. Each share is entitled to
one vote. Shares represented by properly executed proxies, unless revoked before
or at the meeting, will be voted according to shareholders' instructions. If you
sign a proxy but do not fill in a vote, your shares will be voted to approve the
proposals. If any other business comes before the meeting, your shares will be
voted at the discretion of the persons named as proxies.
<PAGE>
PROPOSAL 1
TO APPROVE THE AGREEMENT
AND PLAN OF REORGANIZATION
Purpose of the Reorganization
Your fund has historically focused its investments on securities of real estate
companies. As a result, your fund typically appeals to investors seeking sector
concentration. John Hancock has several other sector funds which also
concentrate their investments in one or more sectors. The fund's management
believes that your fund would sell better if it were offered with other John
Hancock sector funds in the soon to be developed John Hancock Sector Funds'
consolidated prospectus.
The fund's management expects that shareholders will ultimately benefit from an
increase in the fund's asset size. An increase in asset size may increase the
number of investments in the portfolio, which can mean reduced volatility
through increased diversification of the fund's holdings. The portfolio manager
may also be better able to meet redemption requests if the fund has more cash
flow so that desirable portfolio investments do not have to be reduced to meet
redemptions. An increase in your fund's asset size may also result, over time,
in lower annual fund operating expenses.
All John Hancock sector funds will be offered in the same consolidated
prospectus and have an October 31 fiscal year end. In order to administer and
operate the funds in the consolidated prospectus efficiently, each fund must
have the same fiscal year end. Therefore, before your fund is offered in the
sector fund consolidated prospectus, its fiscal year end must be changed to
October 31. Currently, your fund is a series of Investment Trust with a December
31 fiscal year end. To move into the sector funds' prospectus, your fund must be
moved out of Investment Trust and relocated as a series of a trust that has an
October 31 fiscal year end, Series Trust. The most efficient way to move your
fund is by a tax-free reorganization of the type described in this proxy
statement.
Based on information provided by the fund's adviser and distributor, your Board
of Trustees believes that repositioning the fund as a sector fund may increase
its asset size. Because it believes that a repositioned fund would operate more
efficiently as a series of a different trust, your Board of Trustees has
determined that the proposed reorganization will be in the best interest of your
fund and its shareholders.
<PAGE>
Description of Reorganization
You are being asked to approve an agreement and plan of reorganization, a copy
of which is attached as Exhibit A. The agreement provides for the reorganization
of your fund on the following terms:
o The reorganization is scheduled to occur at 5:00 p.m. on October 29, 1999.
At that time, your fund will transfer all of its assets to a new series of
Series Trust and the new series will assume all of your fund's liabilities.
o The new series will issue to your fund a number of Class A and Class B
shares identical to the number of, and with the same net asset value per
share as, your fund's Class A and Class B shares, respectively. As part of
the liquidation of your fund, these shares will be distributed to Class A
and Class B shareholders of record of your fund on the reorganization date
after the vote described below. As a result, Class A and Class B
shareholders of your fund will end up as Class A and Class B shareholders,
respectively, of the new series.
o Your fund, as the only shareholder of the new series will vote to approve
the investment management contract between the new series and John Hancock
Advisers, Inc. (JHA) and the new series' Rule 12b-1 plans.
These will be identical to the existing contract and Rule 12b-1 plans.
o After the reorganization, your fund will be terminated, and its business
will be carried on by the new series in the same manner as it had been
carried on by your fund.
o Your fund's Board of Trustees may terminate the Agreement (even if the
shareholders of your fund have already approved it) at any time before the
reorganization date, if the Trustees believe that proceeding with the
reorganization would no longer be advisable.
The following diagram shows how the reorganization would be carried out:
- --------------------------------------------------------------------------------
- --------------------- --------------------------
Real Estate Fund Real Estate Fund's New Real Estate Fund
transfers assets and assets and liabilities receives assets and
liabilities to New assumes liabilities of
Real Estate Fund -------------------> Real Estate Fund
- --------------------- --------------------------
- ---------------------------------- -----------------------------------
Class A Class B Issue Class B Issue Class A
shareholders shareholders shares shares
- ---------------------------------- -----------------------------------
-------- <----------------
Your Fund receives New Real Estate Fund Class B shares and
distributes them to your Fund's Class B Shareholders
---------------------------------<---------------------------------------
Your Fund receives New Real Estate Fund Class B shares and
distributes them to your Fund's Class A Shareholders
- --------------------------------------------------------------------------------
<PAGE>
Governance of the Fund
If shareholders approve this proposal, the fund will be governed by Series
Trust's Declaration of Trust rather than Investment Trust's Declaration of
Trust. The Series Trust Declaration is substantially similar to the Investment
Trust Declaration.
Since the Boards of Trustees of Investment Trust and Series Trust are comprised
of the same persons, your Board of Trustees will not change as a result of the
reorganization. Deloitte & Touche LLP will continue to serve as the fund's
independent auditor. Brown Brothers Harriman & Co. and John Hancock Funds, Inc.
(John Hancock Funds) will continue to provide custody and distribution services
to the fund. The fee schedules for services provided to the new series under the
contracts described above will be identical to those in effect before the
reorganization.
The terms of the fund's investment management contract, Rule 12b-1 distribution
plans and Rule 18f-3 multiple class plan will not change.
Your fund's investment policies and investment strategies will not change.
Shareholder Accounts and Elections
Your fund's transfer agent, John Hancock Signature Services, Inc., will
establish accounts for all fund shareholders containing the appropriate number
of shares of the new series received by each shareholder as a part of the
reorganization. Each account will be identical in all material respects to those
currently maintained by your fund for its shareholders.
Expenses of the Reorganization
JHA has agreed to bear the costs related to the reorganization for your fund and
the new series.
Tax Consequences of the Reorganization
o The reorganization will be tax-free for federal income tax purposes and
will not take place unless both funds receive a satisfactory opinion from
Hale and Dorr LLP, counsel to the funds, substantially to the effect that:
o The reorganization will be a "reorganization" within the meaning of Section
368(a)(1) of the Internal Revenue Code of 1986 (Code), and each fund will
be "a party to a reorganization" within the meaning of Section 368(b) of
the Code;
o No gain or loss will be recognized by your fund upon (1) the transfer of
all of its assets and liabilities to the new series as described above or
(2) the distribution by your fund of shares of the new series to your
fund's shareholders;
o No gain or loss will be recognized by the new series upon the receipt of
your fund's assets solely in exchange for the issuance of shares of the new
series and the assumption of all of your fund's liabilities by the new
series;
o The tax basis of the assets of your fund acquired by the new series will be
the same as the basis of those assets in the hands of your fund immediately
before the transfer;
o The tax holding period of the assets of your fund in the hands of the new
series will include your fund's tax holding period for those assets;
o The shareholders of your fund will not recognize gain or loss upon the
exchange of all their shares of your fund solely for shares of the new
series as part of the reorganization;
<PAGE>
o The tax basis of shares of the new series received by your fund's
shareholders in the reorganization will be the same as the tax basis of the
shares of your fund surrendered in exchange; and
o The tax holding period of the shares of the new series received by your
fund's shareholders will include the tax holding period of your fund's
shares surrendered in the exchange, provided that the shares of your fund
were held as capital assets on the date of exchange.
BOARD EVALUATION AND RECOMMENDATION
For the reasons described above, the Board of Trustees, including the Trustees
who are not "interested persons" of the fund, the new series or JHA (the
"Independent Trustees"), approved the reorganization. In particular, the
Trustees determined that the reorganization was in the best interests of your
fund and that the interests of your fund's shareholders would not be diluted as
a result of the reorganization.
If the required approval of shareholders is not obtained, the fund will remain
as a series of Investment Trust.
The Trustees of your fund recommend that the shareholders of your fund vote for
the proposal to approve the agreement and plan of reorganization.
VOTING RIGHTS AND REQUIRED VOTE
Each share of your fund is entitled to one vote. Approval of each proposal
requires the affirmative vote of a majority of the shares of your fund
outstanding and entitled to vote. For this purpose, a majority of the
outstanding shares of your fund means with respect to each proposal the vote of
the lesser of
(1) 67% or more of the shares present at the meeting, if the holders of
more than 50% of the shares of the fund are present or represented by
proxy, or
(2) more than 50% of the outstanding shares of the fund.
Shares of your fund represented in person or by proxy, including shares which
abstain or do not vote with respect to a proposal, will be counted for purposes
of determining whether there is a quorum at the meeting. Accordingly, an
abstention from voting has the same effect as a vote against a proposal.
However, if a broker or nominee holding shares in "street name" indicates on the
proxy card that it does not have discretionary authority to vote on a proposal,
those shares will not be considered present and entitled to vote on that
proposal. Thus, a "broker non-vote" has no effect on the voting in determining
whether a proposal has been adopted in accordance with clause (1) above, if more
than 50% of the outstanding shares (excluding the "broker non-votes") are
present or represented. However, for purposes of determining whether a proposal
has been adopted in accordance with clause (2) above, a "broker non-vote" has
the same effect as a vote against that proposal because shares represented by a
"broker non-vote" are considered to be outstanding shares.
<PAGE>
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be solicited by
telephone, by fax or in person by the Trustees, officers and employees of your
fund; by personnel of JHA, the fund's principal distributor, John Hancock Funds,
and the fund's transfer agent, John Hancock Signature Services, Inc. or by
broker-dealer firms. Signature Services, together with a third-party
solicitation firm, has agreed to provide proxy solicitation services at a cost
of approximately $ 750 which will be paid by JHA.
The mailing address of the fund, JHA and John Hancock Funds is 101 Huntington
Avenue, Boston, Massachusetts 02199.
Revoking Proxies
If you have signed and returned your proxy, you may revoke it at any time before
it is exercised:
o By filing a written notice of revocation with your fund's transfer agent,
John Hancock Signature Services, Inc., 1 John Hancock Way, Suite 1000,
Boston, Massachusetts 02217-1000,
o By returning a duly executed proxy with a later date before the time of the
meeting, or
o If you have executed a proxy but are present at the meeting and wish to
vote in person, you may notify the secretary of the fund (without complying
with any formalities) at any time before it is voted.
Outstanding Shares and Quorum
As of September 14, 1999, __________ Class A shares and no Class B shares of
beneficial interest of the fund were outstanding. Only shareholders of record on
September 14, 1999 (record date) are entitled to notice of and to vote at the
meeting. A majority of the outstanding shares of the fund that are entitled to
vote will be considered a quorum for the transaction of business.
Other Business
The fund's Board of Trustees knows of no business to be presented for
consideration at the meeting other than the proposals described in this proxy.
If other business is properly brought before the meeting, proxies will be voted
according to the best judgment of the persons named as proxies.
<PAGE>
Adjournments
If a quorum is not present in person or by proxy at the time any session of the
meeting is called to order, the persons named as proxies may vote those proxies
that have been received to adjourn the meeting to a later date. If a quorum is
present but there are not sufficient votes in favor of a proposal, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies concerning that proposal. Any adjournment will
require the affirmative vote of a majority of the fund's shares at the session
of the meeting to be adjourned. If an adjournment of the meeting is proposed
because there are not sufficient votes in favor of a proposal, the persons named
as proxies will vote those proxies favoring that proposal in favor of
adjournment, and will vote those proxies against the proposal against
adjournment.
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the fund may
also arrange to have votes recorded by telephone by officers and employees of
the fund or by personnel of the adviser, the transfer agent or a third party
solicitation firm. 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. If these procedures were subject to a
successful legal challenge, these telephone votes would not be counted at the
meeting. The fund has not obtained an opinion of counsel about telephone voting,
but is currently not aware of any challenge.
o A shareholder will be called on a recorded line at the telephone number in
the fund's account records and will be asked to provide the shareholder's
social security number or other identifying information.
o 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.
o To ensure that the shareholders instructions have been recorded correctly,
the shareholder will also receive a confirmation of the voting instructions
by mail.
o A toll-free number will be available in case the voting information
contained in the confirmation is incorrect.
o 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.
<PAGE>
OWNERSHIP OF SHARES IN THE FUNDS
To the knowledge of the fund, as of September 14, 1999, the following persons
owned of record or beneficially 5% or more of the outstanding Class A and Class
B shares of your fund.
Percentage of
Total Outstanding
Shares of the
Name and Address of Shareholders Class of Shares Class of the fund
- --------------------------------------------------------------------------------
As of September 14, 1999, the Trustees and Officers of the fund owned in the
aggregate less than 1% of the outstanding shares of the fund.
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made
this 9th day of August, 1999, between John Hancock Investment Trust, a
Massachusetts business trust (the "Existing Trust"), on behalf of John Hancock
Real Estate Fund (the "Fund"), and John Hancock Series Trust, a Massachusetts
business trust (the "Successor Trust"), each with principal offices at 101
Huntington Avenue, Boston, Massachusetts 02199.
1. Plan of Reorganization and Liquidation
(a) The Existing Trust, on behalf of the Fund, shall assign,
sell, convey, transfer and deliver to a new series of the
Successor Trust (the "Successor Fund") at the Closing provided
for in Section 2 (hereinafter called the "Closing") all of its
then existing assets of every kind and nature. In
consideration therefor, the Successor Trust, on behalf of the
Successor Fund, agrees that at the Closing (i) the Successor
Fund shall assume all of the Fund's obligations and
liabilities then existing, whether absolute, accrued,
contingent or otherwise, including all unpaid fees and
expenses of the Fund in connection with the transactions
contemplated hereby and (ii) the Successor Trust shall issue
and deliver to the Fund a number of full and fractional shares
of each class of shares of beneficial interest of the
Successor Fund (the "Successor Fund Shares"), which is equal
to the number of full and fractional shares of the
corresponding class of shares of the Fund then outstanding.
(b) Upon consummation of the transactions described in
paragraph (a) of this Section 1, the Existing Trust, on behalf
of the Fund, shall distribute in complete liquidation pro rata
to its shareholders of record as of the Closing Date the
Successor Fund Shares received by the Fund. This distribution
shall be accomplished by establishing an account on the share
record books of the Successor Fund in the name of each
shareholder of each class of shares of the Fund, representing
with respect to each class of shares of the Successor Fund the
number of full and fractional Successor Fund Shares equal to
the number of shares of the corresponding class of shares of
the Fund owned of record by the shareholder at the Closing
Date.
(c) As promptly as practicable after the above liquidation of the
Fund, the legal existence of the Fund shall be terminated.
2. Closing and Closing Date. The Closing shall occur at the end of the day on
October 29, 1999 or at such later time and date as the parties may mutually
agree (the "Closing Date").
3. Conditions Precedent. The obligations of the Existing Trust, the Fund, the
Successor Trust and the Successor Fund to effect the transactions contemplated
hereunder (the "Reorganization") shall be subject to the satisfaction of each of
the following conditions:
(a) All such filings shall have been made with, and all such
authorizations and orders shall have been received from, the
Securities and Exchange Commission (the "SEC") and state
securities commissions as may be necessary to permit the
parties to carry out the transactions contemplated by this
Agreement.
(b) Each party shall have received an opinion of counsel
substantially to the effect that for federal income tax
purposes: (1) the acquisition of the assets and assumption of
the liabilities of the Fund by the Successor Fund in return
for Successor Fund Shares, the distribution of such Successor
Fund Shares to the shareholders of the Fund in complete
liquidation of the Fund, and the termination of the Fund will
constitute a "reorganization" within the meaning of Section
368(a)(1) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the Successor Fund and the Fund will each be
"a party to a reorganization" within the meaning of Section
368(b) of the Code; (2) no gain or loss will be recognized by
the Fund upon the transfer of all of its assets to the
Successor Fund solely in exchange for the Successor Fund
Shares and the assumption by the Successor
1
<PAGE>
Fund of the liabilities of the Fund and the distribution by
the Fund of such Successor Fund Shares to the shareholders of
the Fund; (3) no gain or loss will be recognized by the
Successor Fund upon the receipt of all of the assets of the
Fund in exchange solely for Successor Fund Shares and the
assumption by the Successor Fund of the liabilities of the
Fund; (4) the tax basis of the Successor Fund in assets
received from the Fund will be the same as the tax basis of
such assets in the hands of the Fund immediately prior to the
transfer of such assets to the Successor Fund; (5) the
Successor Fund's tax holding period for the assets acquired
from the Fund will include, in each instance, the Fund's tax
holding period for those assets; (6) no gain or loss will be
recognized by the Fund's shareholders upon the exchange of
their shares of the Fund solely for Successor Fund Shares as
part of the reorganization; (7) the tax basis of the Successor
Fund Shares received by the Fund's shareholders in the
transaction will be, for each shareholder, the same as the tax
basis of the shares of the Fund exchanged therefor; and (8)
the tax holding period of the Successor Fund Shares received
by the Fund's shareholders will include, for each shareholder,
the shareholder's tax holding period for the shares of the
Fund surrendered therefor, provided that the surrendered
shares were held as capital assets in the hands of the Fund's
shareholders on the date of the exchange. The opinion may
cover any additional matters deemed material by such counsel.
(c) This Agreement and the Reorganization shall have been adopted
and approved by the affirmative vote of the holders of a
majority of the shares of the Fund outstanding and entitled to
vote (as defined by the Investment Company Act of 1940, as
amended (the "1940 Act")). All shares of the Fund will be
voted together as a single class.
(d) The Successor Trust, on behalf of the Successor Fund, shall
have entered into an Investment Management Contract with John
Hancock Advisers, Inc. which shall be substantially identical
in form and substance to the Investment Management Contract in
effect at the Closing Date between the Fund and John Hancock
Advisers, Inc. The Investment Management Contract shall have
been approved by the Trustees of the Successor Trust,
including, to the extent required by law, the Trustees of the
Successor Trust who are not "interested persons" of the Trust
as defined in the 1940 Act.
(e) The Successor Trust, on behalf of the Successor Fund, shall
have entered into a Transfer Agency Agreement with John
Hancock Signature Services, Inc. and a Distribution Agreement
with John Hancock Funds, Inc. These agreements shall be in
each case substantially identical in form and substance to
those respective agreements in effect at the Closing Date
between the Fund and said other parties. These agreements
shall have been approved by the Trustees of the Successor
Trust and, to the extent required by law, by the Trustees of
the Successor Trust who are not "interested persons" of the
Trust as defined in the 1940 Act.
2
<PAGE>
(f) The Trustees of the Successor Trust, including those Trustees
of the Successor Trust who are not "interested persons" of the
Successor Trust as defined in the 1940 Act, shall have
selected as auditors for the Successor Fund such auditors as
shall have been selected and ratified for the Fund. This
selection shall have been ratified by the Fund as the sole
shareholder of the Successor Fund prior to the consummation of
the Reorganization.
(g) The Successor Trust, on behalf of the Successor Fund, shall
have adopted a Class A Shares Distribution Plan and a Class B
Shares Distribution Plan pursuant to Rule 12b-1 under the 1940
Act substantially identical in form and substance to the
Fund's Class A Shares Distribution Plan and Class B Shares
Distribution Plan, respectively, in effect on the Closing
Date. Each of the Successor Fund's Distribution Plans shall be
approved by the Trustees of the Successor Trust in accordance
with Rule 12b-1 and by the Fund, as the sole shareholder of
the Successor Fund, prior to the consummation of the
Reorganization.
At any time prior to the Closing, any of the foregoing conditions except 3(c)
may be waived by the Board of Trustees of the Existing Trust or the Board of
Trustees of the Successor Trust if, in their judgment, the waiver will not have
a material adverse effect on the interests of the shareholders of the Fund.
4. Amendment. This Agreement may be amended at any time by action of the
Trustees of the Existing Trust and the Trustees of the Successor Trust,
notwithstanding approval thereof by the shareholders of the Fund, provided that
no amendment shall have a material adverse effect on the interests of the
shareholders of the Fund.
5. Termination. The Board of Trustees of the Existing Trust or the Board of
Trustees of the Successor Trust may terminate this Agreement and abandon the
Reorganization, notwithstanding approval thereof by the shareholders of the
Fund, at any time prior to the Closing, if circumstances should develop that, in
their judgment, make proceeding with the Reorganization inadvisable.
6. Limitation of Liability of the Trustees and the Shareholders. Copies of the
Declaration of Trust of the Existing Trust and the Successor Trust, as each may
be amended from time to time, are on file with the Secretary of State of the
Commonwealth of Massachusetts, and notice is hereby given of the limitation of
shareholder liability as set forth in each instrument. The obligations assumed
by the Existing Trust on behalf of the Fund and the Successor Trust on behalf of
the Successor Fund pursuant to this Agreement shall be limited in all cases to
the Existing Trust on behalf of the Fund and the Successor Trust on behalf of
the Successor Fund and their respective assets. None of the other series of the
Existing Trust or the Successor Trust shall be liable for any obligations
assumed by the Fund or the Successor Fund hereunder. No party named herein shall
seek satisfaction of any obligation hereunder from the shareholders or any
shareholder of the Existing Trust, the Fund, the Successor Trust or the
Successor Fund. No party named herein shall seek satisfaction of any such
obligation from the Trustees of the Successor Trust or the Trustees of the
Existing Trust or any individual Trustee.
This Agreement shall be executed in any number of counterparts each of which
shall be deemed to be an original, but all counterparts together shall
constitute only one instrument.
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to
be executed and delivered by their duly authorized officers as of the day and
year first above written.
3
<PAGE>
JOHN HANCOCK INVESTMENT TRUST, on behalf of
its series John Hancock Real Estate Fund
Attest: ----------------------- By: -----------------------
Secretary President
JOHN HANCOCK SERIES TRUST,
on behalf of its series John Hancock Real Estate Fund
Attest: ----------------------- By: ------------------------
Secretary President
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[LOGO] JOHN HANCOCK FUNDS VOTE THIS PROXY CARD TODAY!
A Global Investment Management Firm YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
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JOHN HANCOCK REAL ESTATE FUND THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
A SERIES OF JOHN HANCOCK INVESTMENT TRUST
The undersigned holder of shares of beneficial interest of John Hancock
Real Estate Fund hereby constitutes and appoints Edward J. Boudreau, Anne C.
Hodsdon, James J. Stokowski and Susan S. Newton, and each of them singly,
proxies and attorneys of the undersigned, with full power of substitution to
each, for and in the name of the undersigned, to vote and act upon all matters
at the special meeting of shareholders of the Fund to be held on Wednesday,
October 13, 1999 at the offices of the Fund, 101 Huntington Avenue, Boston,
Massachusetts, at 9:00 a.m., Eastern time, and at any and all adjournments
thereof, relating to all shares of the Fund held by the undersigned which the
undersigned would be entitled to vote or act, with all the powers the
undersigned would possess if personally present. All proxies previously given by
the undersigned relating to the meeting are hereby revoked.
Date: ____________________________, 1999
o Please complete, sign, date and return this proxy in the
enclosed envelope as soon as possible.
o Please sign exactly as your name or names appear at
left. When signing as attorney, executor, administrator,
trustee or gaurdian, please give your full title as such.
o If a corporation, please sign in full corporate name by
president or other authorized officer.
o If a partnership, please sign in partnership name by
authorized person.
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Signature(s) 037,137
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[LOGO] JOHN HANCOCK FUNDS VOTE THIS PROXY CARD TODAY!
A Global Investment Management Firm YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
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\/ Please detach card at perforation \/
Specify your desired action by check marks in the appropriate space. This proxy
will be voted as specified. If no specification is made, the proxy will be
voted in favor of each item. The persons named as proxies have discretionary
authority,which they intend to exercise in favor of the proposals referred to
and according to their best judgement as to any other matters which properly
come before the meeting.
Please vote by filling in the appropriate box(es) below.
FOR AGAINST ABSTAIN
ITEM 1: A proposal to approve an agreement and plan of reorganization providing
for the reorganization of John Hancock Real Estate Fund from a series of [ ] [ ] [ ]
John Hancock Investment Trust into a new series of John Hancock Series
Trust.
037,137
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