EX-99.11 6 d129678dex9911.htm OPINION OF DECHERT LLP REGARDING LEGALITY OF ISSUANCE OF SHARES AND OTHER MATTER Opinion of Dechert LLP regarding legality of issuance of shares and other matter
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June 28, 2024

John Hancock Investment Trust

200 Berkeley Street

Boston, MA 02116

Re: John Hancock Investment Trust

Dear Ladies and Gentlemen:

We have acted as counsel for John Hancock Investment Trust (the “Trust”), an unincorporated voluntary association organized under the laws of the Commonwealth of Massachusetts, and its series, John Hancock Disciplined Value Global Long/Short Fund (the “Acquiring Fund”), in connection with the Trust’s Registration Statement on Form N-14 (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission on or about the date hereof, under the Securities Act of 1933, as amended (the “1933 Act”), registering Class A and Class I shares of beneficial interest of the Acquiring Fund (the “Shares”) to be issued pursuant to an Agreement and Plan of Reorganization (the “Agreement”).

The Agreement provides for the transfer of all of the eligible assets of Boston Partners Global Long/Short Fund (the “Acquired Fund”), a series of The RBB Fund, Inc., in exchange for the Shares and the assumption by the Acquiring Fund of all of the known liabilities of the Acquired Fund (the Reorganization”), as described in the Registration Statement and its accompanying form of Agreement. Specifically, the Agreement provides that Class A shares of beneficial interest of the Acquiring Fund shall be distributed to holders of Investor Class shares of the Acquired Fund and Class I shares of beneficial interest of the Acquiring Fund shall be distributed to holders of Institutional Class shares of the Acquired Fund, in each case, in proportion to such shareholders’ holdings on the date of the Reorganization.

This opinion is limited to the laws of the Commonwealth of Massachusetts, and we express no opinion with respect to the laws of any other jurisdiction. Further, we express no opinion as to compliance with any state or federal securities laws, including the securities laws of the Commonwealth of Massachusetts.

In connection with the opinions set forth herein, we have examined the following documents: the Agreement, the Trust’s Amended and Restated Agreement and Declaration of Trust dated January 22, 2016, the Trust’s By-Laws, the actions of the Trust’s Board of Trustees, and such other Trust records, certificates, resolutions, and documents, as each may be amended from time to time, that we have deemed relevant in order to render the opinions expressed herein. In addition, we have reviewed and relied upon the certificate referred to below issued by the Secretary of the Commonwealth of Massachusetts.


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John Hancock Disciplined Value

Global Long/Short Fund

June 28, 2024

Page 2

 

In rendering this opinion we have assumed, without independent verification, (i) the due authority of all individuals signing in representative capacities and the genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that the facts contained in the instruments and certificates or statements of public officials, officers and representatives of the Trust on which we have relied for the purposes of this opinion are true and correct; and (iv) that no amendments, agreements, resolutions or actions have been approved, executed or adopted which would limit, supersede or modify any items described above. Where documents are referred to in resolutions approved by the Board of Trustees, or in the Registration Statement, we have assumed such documents are the same as in the most recent form provided to us, whether as an exhibit to the Registration Statement or otherwise.

Based upon the foregoing, we are of the opinion that the Shares to be registered under the 1933 Act have been duly authorized for issuance and, when issued in accordance with the terms described in the Registration Statement and the Agreement, will be validly issued, fully paid and non-assessable beneficial interests in the Acquiring Fund.

The Trust is an entity commonly known as a Massachusetts business trust. Our opinion above, as it relates to the non-assessability of the shares of the Trust, is, therefore, qualified to the extent that under Massachusetts law, shareholders of a Massachusetts business trust may be held personally liable for the obligations of the business trust under certain circumstances. In this regard, however, please be advised that the Amended and Restated Agreement and Declaration of Trust disclaims shareholder liability for acts, obligations or affairs of the Trust or any series thereof. Also, the Amended and Restated Agreement and Declaration of Trust provides for indemnification out of Trust property of the relevant series for all claims and liabilities to which any shareholder may become subject by reason of his being or having been a shareholder. Thus, the risk of a shareholder incurring a financial loss on account of shareholder liability is limited to circumstances in which the relevant series itself would be unable to meet its obligations.

In rendering the opinion above, insofar as it relates to the valid existence of the Trust, we have relied solely on a certificate of the Secretary of State of the Commonwealth of Massachusetts, dated as of June 24, 2024, and such opinion is limited accordingly and is rendered as of the date of such certificate.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Securities and Exchange Commission, and to the use of our name in the Registration Statement. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act or the rules and regulations thereunder.


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John Hancock Disciplined Value

Global Long/Short Fund

June 28, 2024

Page 3

 

Very truly yours,

/s/ Dechert LLP

Dechert LLP