FILE NOS. 333-04079
811-4630
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. 2 /X/
(Check appropriate box or boxes)
FREEDOM INVESTMENT TRUST II
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
101 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02199-7603
- --------------------------------------------------------------------------------
(Address of Principal Executive Office including Zip Code)
(617) 375-1700
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, including Area Code)
With a copy to:
---------------
Susan S. Newton Jeffrey N. Carp, Esq.
101 Huntington Avenue Hale and Dorr
Boston, MA 02199 60 State Street
Boston, MA 02109
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.
It is proposed that this filing will become effective immediately upon filing
pursuant to paragraph (b) of Rule 485.
<PAGE>
JOHN HANCOCK GOLD & GOVERNMENT FUND
STATEMENT OF INCORPORATION BY REFERENCE
The Cross-Reference Sheet, Part A, Part B and Part C of the registrant's
registration statement on Form N-14, File Nos. 333-04079 and 811-4630, dated May
20, 1996, are incorporated by reference in their entirety herein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements for effectiveness of this
post-effective amendment No. 2 ("PEA No. 2") to the Registration Statement
pursuant to Rule 485 (b) under the Securities Act of 1933 and has caused this
PEA No. 2 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and The Commonwealth of Massachusetts, on the
20th day of November, 1996.
FREEDOM INVESTMENT TRUST II
By: *
------------------------
Edward J. Boudreau, Jr.
Chairman and Chief Executive Officer
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 dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Edward J. Boudreau, Jr.* Chairman and Chief
- ----------------------------- Executive Officer
Edward J. Boudreau, Jr. (Principal Executive
Officer)
/s/ James B. Little Senior Vice President November 20, 1996
- ----------------------------- and Chief Financial
James B. Little Officer (Principal
Financial and Accounting
Officer)
Douglas Costle* Trustee
- -----------------------------
Douglas Costle
Leland O. Erdahl* Trustee
- -----------------------------
Leland O. Erdahl
Richard A. Farrell* Trustee
- -----------------------------
Richard A. Farrell
Dennis S. Aronowitz* Trustee
- -----------------------------
Dennis S. Aronowitz
Richard P. Chapman, Jr.* Trustee
- -----------------------------
Richard P. Chapman, Jr.
William J. Cosgrove* Trustee
- -----------------------------
William J. Cosgrove
Gail D. Fosler* Trustee
- -----------------------------
Gail D. Fosler
<PAGE>
Signature Title Date
--------- ----- ----
Anne C. Hodsdon* Trustee
- -----------------------------
Anne C. Hodsdon
Richard S. Scipion* Trustee
- -----------------------------
Richard S. Scipione
Edward J. Spellman* Trustee
- -----------------------------
Edward J. Spellman
William F. Glavin* Trustee
- -----------------------------
William F. Glavin
Dr. John A. Moore* Trustee
- -----------------------------
Dr. John A. Moore
Patti McGill Peterson* Trustee
- -----------------------------
Patti McGill Peterson
John W. Pratt* Trustee
- -----------------------------
John W. Pratt
*By: /s/ Susan S. Newton November 20, 1996
------------------------
Susan S. Newton
Attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit 12
Opinion and consent of counsel supporting the tax matters and consequences
to shareholders.
HALE AND DORR
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 * FAX 617-526-5000
September 6, 1996
Board of Trustees
Freedom Investment Trust II
101 Huntington Avenue
Boston, Massachusetts 02199
Board of Trustees
Freedom Investment Trust
101 Huntington Avenue
Boston, Massachusetts 02199
Dear Members of the Boards of Trustees:
You have requested our opinion regarding the federal income tax
consequences of the acquisition by John Hancock Special Opportunities Fund
("Acquiring Fund"), a series of Freedom Investment Trust II ("Trust II"), of all
of the assets of John Hancock Gold & Government Fund ("Acquired Fund"), a series
of Freedom Investment Trust ("Trust"), in exchange solely for (i) the assumption
by Acquiring Fund of all of the liabilities of Acquired Fund and (ii) the
issuance of Class A and Class B voting shares of beneficial interest of
Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the
distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring
Fund Shares to the shareholders of Acquired Fund and the termination of Acquired
Fund (the foregoing together constituting the "reorganization" or the
"transaction").
In rendering this opinion, we have examined and relied upon the facts
stated and representations made in (i) the prospectus for the Class A and Class
B shares of Acquired Fund, dated March 1, 1996, (ii) the statement of additional
information for the Class A and Class B shares of Acquired Fund, dated March 1,
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Boards of Trustees
Freedom Investment Trust II
Freedom Investment Trust
September 6, 1996
Page 2
1996, (iii) the prospectus for the Class A and Class B shares of Acquiring Fund,
dated July 1, 1996, (iv) the statement of additional information for the Class A
and Class B shares of Acquiring Fund, dated July 1, 1996, (v) the registration
statement on Form N-14 of Acquiring Fund relating to the transaction (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"SEC") on May 17, 1996, (vi) the proxy statement and prospectus relating to the
transaction dated July 5, 1996 (the "Proxy Statement"), (vii) the Agreement and
Plan of Reorganization, executed as of June 28, 1996, between Trust II, on
behalf of Acquiring Fund, and Trust, on behalf of Acquired Fund (the
"Agreement"), (viii) the representation letters on behalf of Acquiring Fund and
Acquired Fund referred to below and (ix) such other documents as we deemed
appropriate.
In our examination of documents, we have assumed the authenticity of
original documents, the accuracy of copies, the genuineness of signatures, and
the legal capacity of signatories. We have assumed that all parties to the
Agreement have acted and will act in accordance with the terms of the Agreement
and all other documents relating to the transaction and that the transaction
will be consummated pursuant to the terms and conditions set forth in the
Agreement without the waiver or modification of any such terms and conditions,
except for the change of the Closing Date, as defined in the Agreement, from
August 16, 1996 to the date of this letter. Furthermore, we have assumed that
all representations contained in the Agreement, as well as those representations
contained in the representation letters referred to below are, on the date
hereof, true and complete in all material respects, and that any representation
made in any of the documents referred to herein "to the best of the knowledge
and belief" (or similar qualification) of any person or party is correct without
such qualification. We have not attempted to verify independently such
representations, but in the course of our representation, nothing has come to
our attention that would cause us to question the accuracy thereof.
The conclusions expressed herein represent our judgment regarding the
proper treatment of certain aspects of the transaction affecting Acquiring Fund,
Acquired Fund and the shareholders of Acquired Fund on the basis of our analysis
of the Internal Revenue Code of 1986, as amended (the "Code"), case law,
Treasury regulations and the rulings and other pronouncements of the Internal
Revenue Service (the "Service") which exist at the time this opinion is
rendered. Such authorities are subject to prospective or retroactive change, and
we do not undertake any responsibility to advise you of any such change. Our
opinion represents our best judgment regarding how a court would decide if
presented with the issues addressed herein and is not binding upon the Service
<PAGE>
Boards of Trustees
Freedom Investment Trust II
Freedom Investment Trust
September 6, 1996
Page 3
or any court. Moreover, our opinion does not provide any assurance that a
position taken in reliance on such opinion will not be challenged by the Service
and does not constitute any representation or warranty that such position, if so
challenged, will not be rejected by a court.
This opinion addresses only the specific United States federal income
tax consequences of the transaction set forth below, and does not address any
other federal, state, local, or foreign income, estate, gift, transfer, sales,
or other tax consequences that may result from the transaction or any other
transaction.
FACTS
We understand the facts relating to the transaction to be as described
hereinafter.
Acquiring Fund is a series of a Massachusetts business trust, Trust II,
which was established under a Declaration of Trust dated March 31, 1986 and is
registered as an open-end investment company under the Investment Company Act of
1940, as amended (the "1940 Act"). Trust II has five separate series (including
Acquiring Fund), each of which is treated as a separate corporation and
regulated investment company pursuant to Section 851(h) of the Code. Acquiring
Fund commenced operations on November 1, 1993.
The investment objective of Acquiring Fund is to seek long-term capital
appreciation. Acquiring Fund seeks to achieve its objective by emphasizing
investments in equity securities of issuers in various economic sectors. The
equity securities in which Acquiring Fund invests consist primarily of common
stocks of U.S. and foreign issuers but may also include preferred stocks,
convertible debt securities and warrants. The economic sectors in which
Acquiring Fund invests include, but are not limited to, the following sectors:
automotive and housing, consumer goods and services, defense and aerospace,
energy, financial services, health care, heavy industry, leisure and
entertainment, machinery and equipment, precious metals, retailing, technology,
transportation, utilities, foreign and environmental. Acquiring Fund may also
invest in fixed-income securities, including U.S. Government securities and
corporate debt securities.
Acquired Fund is a series of a Massachusetts business trust, Trust,
which was established under a Declaration of Trust dated March 29, 1984 and is
registered as an open-end investment company under the 1940 Act. Trust has five
separate series (including Acquired Fund), each of which is treated as a
<PAGE>
Boards of Trustees
Freedom Investment Trust II
Freedom Investment Trust
September 6, 1996
Page 4
separate corporation and regulated investment company pursuant to Section 851(h)
of the Code. Acquired Fund was created on March 29, 1984.
The investment objective of Acquired Fund is to achieve capital
appreciation and preservation of the purchasing power of shareholders' capital.
Moderate income is a secondary objective. Acquired Fund seeks to achieve its
objectives by investing at least 65% of its total assets in some combination of
gold and gold mining securities and U.S. Government securities, with the
relative mix of these types of securities depending upon the investment
adviser's assessment of whether inflation or disinflation exists or is
anticipated.
The steps comprising the reorganization, as set forth in the Agreement,
are as follows:
(i) Acquired Fund will transfer to Acquiring Fund all of its assets
(consisting, without limitation, of portfolio securities and instruments,
dividend and interest receivables, cash and other assets). In exchange for the
assets transferred to it, Acquiring Fund will (A) assume all of the liabilities
of Acquired Fund (comprising all of its known and unknown liabilities and
referred to hereinafter as the "Acquired Fund Liabilities") and (B) issue
Acquiring Fund Shares to Acquired Fund that have an aggregate net asset value
equal to the value of the assets transferred to Acquiring Fund by Acquired Fund,
less the value of the Acquired Fund Liabilities assumed by Acquiring Fund.
(ii) Promptly after the transfer of its assets to Acquiring Fund,
Acquired Fund will distribute in liquidation the Acquiring Fund Shares it
receives in the exchange to Acquired Fund shareholders pro rata in exchange for
their surrender of their shares of beneficial interest of Acquired Fund
("Acquired Fund Shares"). In these exchanges, holders of Acquired Fund Shares
designated as Class A ("Class A Acquired Fund Shares") will receive Acquiring
Fund Shares designated as Class A ("Class A Acquiring Fund Shares"), and holders
of Acquired Fund Shares designated as Class B ("Class B Acquired Fund Shares")
will receive Acquiring Fund Shares designated as Class B ("Class B Acquiring
Fund Shares").
(iii) After such exchanges, liquidation and distribution, the existence
of Acquired Fund will be promptly terminated in accordance with Massachusetts
law.
The Agreement and the transactions contemplated thereby were approved
by the Board of Trustees of Trust II, on behalf of Acquiring Fund, at a meeting
<PAGE>
Boards of Trustees
Freedom Investment Trust II
Freedom Investment Trust
September 6, 1996
Page 5
held on March 5, 1996. Acquiring Fund shareholders are not required and were not
asked to approve the transaction. The Agreement and the transactions
contemplated thereby were approved by the Board of Trustees of Trust, on behalf
of Acquired Fund, at a meeting held on March 5, 1996, subject to the approval of
Acquired Fund shareholders. Acquired Fund shareholders approved the transaction
at a meeting held on August 14, 1996.
Massachusetts law does not provide dissenters' rights for Acquired Fund
shareholders in the transaction. Additionally, it is the position of the
Division of Investment Management of the SEC that appraisal rights, in contexts
such as the reorganization, are inconsistent with Rule 22c-1 under the 1940 Act
and are therefore preempted and invalidated by such rule. Consequently, Acquired
Fund shareholders will not have dissenters' or appraisal rights in the
transaction.
Our opinions set forth below are subject to the following factual
assumptions being true and correct (including statements relating to future
actions and facts represented to be to the best knowledge of management, whether
or not known). Authorized representatives of Acquiring Fund and Acquired Fund
have represented to us by letters of even date herewith that the following
assumptions are true and correct:
(a) Acquiring Fund has no plan or intention to redeem or otherwise
reacquire any of the Acquiring Fund Shares received by shareholders of Acquired
Fund in the transaction except in the ordinary course of its business in
connection with its legal obligation under Section 22(e) of the 1940 Act as a
registered open-end investment company to redeem its own shares.
(b) After the transaction, Acquiring Fund will continue the historic
business of Acquired Fund and will use all of the assets acquired from Acquired
Fund, which are Acquired Fund's historic business assets, i.e., assets not
acquired as part of or in contemplation of the transaction, in the ordinary
course of a business.
(c) Acquiring Fund has no plan or intention to sell or otherwise
dispose of any assets of Acquired Fund acquired in the transaction, except for
dispositions made in the ordinary course of its business (i.e., dispositions
resulting from investment decisions made after the reorganization on the basis
of investment considerations independent of the reorganization) or to maintain
its qualification as a regulated investment company under Subchapter M of the
Code.
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Boards of Trustees
Freedom Investment Trust II
Freedom Investment Trust
September 6, 1996
Page 6
(d) The shareholders of Acquiring Fund and the shareholders of Acquired
Fund will bear their respective expenses, if any, in connection with the
transaction.
(e) Acquiring Fund and Acquired Fund will each bear its own expenses
incurred in connection with the transaction. Any liabilities of Acquired Fund
attributable to such expenses that remain unpaid on the closing date of the
transaction and are assumed by Acquiring Fund in the transaction are
attributable to Acquired Fund's expenses that are solely and directly related to
the transaction in accordance with the guidelines established in Rev. Rul.
73-54, 1973-1 C.B. 187.
(f) There is no indebtedness between Acquiring Fund and Acquired Fund.
(g) Acquired Fund has elected to be treated as a regulated investment
company under Subchapter M of the Code, has qualified as a regulated investment
company for each taxable year since its inception, and qualifies as such for its
final taxable year ending on the closing date of the transaction.
(h) Acquiring Fund has elected to be treated as a regulated investment
company under Subchapter M of the Code, has qualified as a regulated investment
company for each taxable year since its inception, and qualifies as such as of
the date of the transaction.
(i) Neither Acquiring Fund nor Acquired Fund is under the jurisdiction
of a court in a Title 11 or similar case within the meaning of Section
368(a)(3)(A) of the Code.
(j) Acquiring Fund does not own and since its inception has not owned,
directly or indirectly, any shares of Acquired Fund.
(k) Acquiring Fund will not pay cash in lieu of fractional shares in
connection with the transaction.
(l) As of the date of the transaction, the fair market value of the
Acquiring Fund Shares issued to Acquired Fund in exchange for the assets of
Acquired Fund is approximately equal to the fair market value of the assets of
Acquired Fund received by Acquiring Fund, minus the value of the Acquired Fund
Liabilities assumed by Acquiring Fund.
(m) Acquired Fund shareholders will not be in control (within the
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Boards of Trustees
Freedom Investment Trust II
Freedom Investment Trust
September 6, 1996
Page 7
meaning of Sections 368(a)(2)(H) and 304(c) of the Code, which provide that
control means the ownership of shares possessing at least 50% of the total
combined voting power of all classes of shares that are entitled to vote or at
least 50% of the total value of shares of all classes) of Acquiring Fund after
the transaction.
(n) The principal business purposes of the transaction are to combine
the assets of Acquiring Fund and Acquired Fund in order to capitalize on
economies of scale in expenses such as the costs of accounting, legal,
insurance, custodial, and administrative services, to eliminate the potential
adverse effects on each fund's asset growth of competing with the other fund,
and to increase diversification.
(o) As of the date of the transaction, the fair market value of the
Class A Acquiring Fund Shares received by each holder of Class A Acquired Fund
Shares is approximately equal to the fair market value of the Class A Acquired
Fund Shares surrendered by such shareholder, and the fair market value of the
Class B Acquiring Fund Shares received by each holder of Class B Acquired Fund
Shares is approximately equal to the fair market value of the Class B Acquired
Fund Shares surrendered by such shareholder.
(p) There is no plan or intention on the part of any shareholder of
Acquired Fund that owns beneficially 5% or more of the Acquired Fund Shares and,
to the best knowledge of management of Acquired Fund, there is no plan or
intention on the part of the remaining shareholders of Acquired Fund to sell,
redeem, exchange or otherwise dispose of a number of the Acquiring Fund Shares
received in the transaction that would reduce the aggregate ownership of the
Acquiring Fund Shares by former Acquired Fund shareholders to a number of shares
having a value, as of the date of the transaction, of less than fifty percent
(50%) of the value of all of the formerly outstanding Acquired Fund Shares as of
the same date. Shares of Acquired Fund and Acquiring Fund held by Acquired Fund
shareholders and sold, redeemed, exchanged or otherwise disposed of prior or
subsequent to the transaction as part of the plan of reorganization are taken
into account for purposes of this representation.
(q) Acquired Fund assets transferred to Acquiring Fund comprise at
least ninety percent (90%) of the fair market value of the net assets and at
least seventy percent (70%) of the fair market value of the gross assets held by
Acquired Fund immediately prior to the transaction. For purposes of this
representation, amounts used by Acquired Fund to pay its outstanding
liabilities, including reorganization expenses, and all redemptions and
distributions (except for redemptions in the ordinary course of business upon
demand of a shareholder that Acquired Fund is required to make as an open-end
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Boards of Trustees
Freedom Investment Trust II
Freedom Investment Trust
September 6, 1996
Page 8
investment company pursuant to Section 22(e) of the 1940 Act and regular, normal
dividends, which dividends include any final distribution of previously
undistributed investment company taxable income and net capital gain for
Acquired Fund's final taxable year ending on the closing date of the
transaction) made by Acquired Fund immediately preceding the transaction are
taken into account as assets of Acquired Fund held immediately prior to the
transaction.
(r) The Acquired Fund Liabilities assumed by Acquiring Fund plus the
liabilities, if any, to which the transferred assets are subject were incurred
by Acquired Fund in the ordinary course of its business or are expenses of the
transaction.
(s) The fair market value of the Acquired Fund assets transferred to
Acquiring Fund equals or exceeds the sum of the Acquired Fund Liabilities
assumed by Acquiring Fund and the amount of liabilities, if any, to which the
transferred assets are subject.
(t) Acquired Fund does not pay compensation to any
shareholder-employee.
OPINION
On the basis of and subject to the foregoing and in reliance upon the
representations described above, we are of the opinion that
(a) The acquisition by Acquiring Fund of all of the assets of Acquired
Fund solely in exchange for the issuance of Acquiring Fund Shares to Acquired
Fund and the assumption of all of the Acquired Fund Liabilities by Acquiring
Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired
Fund, of Acquiring Fund Shares to Acquired Fund shareholders in exchange for
their Acquired Fund Shares and the termination of Acquired Fund, will constitute
a "reorganization" within the meaning of Section 368(a)(1)(C) of the Code.
Acquiring Fund and Acquired Fund will each be "a party to a reorganization"
within the meaning of Section 368(b) of the Code.
(b) No gain or loss will be recognized by Acquired Fund upon (i) the
transfer of all of its assets to Acquiring Fund solely in exchange for the
issuance of Acquiring Fund Shares to Acquired Fund and the assumption of all of
the Acquired Fund Liabilities by Acquiring Fund and (ii) the distribution by
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Boards of Trustees
Freedom Investment Trust II
Freedom Investment Trust
September 6, 1996
Page 9
Acquired Fund of such Acquiring Fund Shares to the shareholders of Acquired Fund
(Sections 361(a) and 361(c) of the Code).
(c) No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Acquired Fund solely in exchange for the issuance of
Acquiring Fund Shares to Acquired Fund and the assumption of all of the Acquired
Fund Liabilities by Acquiring Fund (Section 1032(a) of the Code).
(d) The basis of the assets of Acquired Fund acquired by Acquiring Fund
will be, in each instance, the same as the basis of such assets in the hands of
Acquired Fund immediately prior to the transfer (Section 362(b) of the Code).
(e) The tax holding period of the assets of Acquired Fund in the hands
of Acquiring Fund will, in each instance, include Acquired Fund's tax holding
period for those assets (Section 1223(2) of the Code).
(f) The shareholders of Acquired Fund will not recognize gain or loss
upon the exchange of all of their Acquired Fund Shares solely for Acquiring Fund
Shares as part of the transaction (Section 354(a)(l) of the Code).
(g) The basis of the Acquiring Fund Shares received by the Acquired
Fund shareholders in the transaction will be the same as the basis of the
Acquired Fund Shares surrendered in exchange therefor (Section 358(a)(1) of the
Code).
(h) The tax holding period of the Acquiring Fund Shares received by
Acquired Fund shareholders will include, for each shareholder, the tax holding
period for the Acquired Fund Shares surrendered in exchange therefor, provided
the Acquired Fund Shares were held as capital assets on the date of the exchange
(Section 1223(1) of the Code).
No opinion is expressed or implied regarding the federal income tax
consequences to Acquiring Fund, Acquired Fund or Acquired Fund shareholders of
any conditions existing at the time of, effects resulting from, or other aspects
<PAGE>
Boards of Trustees
Freedom Investment Trust II
Freedom Investment Trust
September 6, 1996
Page 10
of the transaction except as expressly set forth above, and this opinion may not
be relied upon except with respect to the consequences specifically discussed
herein.
Very truly yours,
/s/ Hale and Dorr
Hale and Dorr
