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SEC Company Response from John Hancock Collateral Trust (CIK 0001631942) — Jul 13, 2022

John Hancock Collateral Trust (CIK 0001631942)
Date: July 13, 2022 · CIK: 0001631942 · Accession: 0001133228-22-004654

AI Filing Summary & Sentiment

File numbers found in text: 811-00560, 811-01677, 811-02402, 811-02485, 811-03006, 811-03999, 811-04146, 811-04651, 811-05968, 811-05979, 811-21777, 811-21779, 811-22733, 811-23027

Date
July 13, 2022
Author
Not clearly detected
Form
CORRESP
Company
John Hancock Collateral Trust (CIK 0001631942)

Letter

VIA EDGAR Division of Investment Management 100 F Street, N.E. Washington, D.C. 02549 Attention: Sonny Oh

Re: John Hancock Bond Trust - File No. 811-03006, John Hancock California Tax-Free Income Fund - File No. 811-05979, John Hancock Capital Series - File No. 811-01677, John Hancock Collateral Trust - File No. 811-23027, John Hancock Current Interest - File No. 811-02485, John Hancock Funds III - File No. 811-21777, John Hancock Investment Trust - File No. 811-00560, John Hancock Investment Trust II - File No. 811-03999, John Hancock Municipal Securities Trust - File No. 811-05968, John Hancock Sovereign Bond Fund - File No. 811-02402, and John Hancock Strategic Series - File No. 811-04651 (each, a “Trust” and collectively, the “Retail Trusts”)

Dear Mr. Oh:

This letter is in response to comments received by telephone on July 6, 2022 from the staff of the Securities and Exchange Commission (the “SEC”) with respect to the preliminary proxy statements on Schedule 14A for John Hancock Investment Trust, which were received and accepted by the SEC on June 27, 2022 and marked as filed with the SEC on June 28, 2022 (the “Proxy Statement”). I note your comments are based on your review of the preliminary proxy statement filed with respect to John Hancock Investment Trust, but that your comments are equally applicable to each preliminary proxy statement filed on behalf of each other Trust noted above, as well as to the preliminary proxy statements filed on behalf of the following registrants, each of which was filed contemporaneously with the Proxy Statement: John Hancock Exchange-Traded Fund Trust (“JHETFT) — File No. 811-22733, John Hancock Funds II (“JHF II”) — File No. 811-21779 and John Hancock Variable Insurance Trust (“JHVIT” and, together with the Retail Trusts, JHETFT and JHF II, the “Trusts”) — File No. 811-04146 (together with the Proxy Statement, the “Proxy Statements”). The purposes of the Proxy Statements are to: (1) elect eight trustees to each Trust’s board of trustees (seven trustees in the case of JHETFT): (2) solicit shareholder approval of a new form of advisory agreement for certain series of certain Retail Trusts; (3) solicit shareholder approval of a “manager of managers” structure for certain series of certain Retail Trusts; and (4) solicit shareholder approval of amendments to the Declarations of Trust of JHF II and JHVIT. Unless otherwise stated, capitalized terms have the same meaning given in the Proxy Statements.

For convenience, we have set forth each comment below, followed by each Trust’s response.

Comment 1 — In the “Notice of special joint meeting of shareholders,” please highlight the statement that that this is the notice of the special joint meeting, by bolding and centering the disclosure, for example.

Response to Comment 1 — The Trust will make the requested change.

Comment 2 — Please confirm that cross-references to Appendix A and Exhibit A are accurate throughout the Proxy Statement.

Response to Comment 2 — The Trust so confirms.

Comment 3 — With respect only to the Proxy Statement, the staff notes that the disclosure in the Introduction states that “The shares of each of the 11 Trusts offered as of the Record Date were divided into series corresponding to a combined total of 41 portfolios,” whereas disclosure elsewhere in the Proxy Statement refers to 40 portfolios. Please conform the disclosures.

Response to Comment 3 — The Trust notes that the 11 Trusts offered as of the Record Date were divided into 40 portfolios and has conformed the disclosure throughout.

Comment 4 — In the Introduction to the Proxy Statement, please disclose the name and address of the administrator to the Trusts, per Item 22 of Schedule 14A.

Response to Comment 4 — The Trust has revised the disclosure as follows:

Investment Management Advisor and Administrator. John Hancock Investment Management LLC (“JHIM” or the ”Advisor”) serves as investment advisor and administrator for each Trust and each Fund.

Comments on Proposal 1 (Comments Applicable to All Proxy Statements)

Comment 5 — Please disclose how many trustees currently serve on the Board of Trustees of the Trusts and briefly explain why only four existing trustees are being nominated (three in the case of JHETFT). Please also clarify whether any of the four or three trustee nominees, as applicable, are replacing any current Board members and, if so, why any trustees that are being replaced will no longer serve on the Board of Trustees. Please also disclose whether the trustees that are not nominated for election will continue to serve as members of the Board of Trustees.

Response to Comment 5 — In response to the staff’s comment, each Trust other than JHETFT has revised the Proxy Statement to include the following immediately below the heading “(All Funds)”:

The Board of Trustees of the Trust[s] (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.

Similarly, JHETFT has revised its Proxy Statement to include the following immediately below the heading “(All Funds)”:

The Board of Trustees of the Trust (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”). Each Trustee, other than Andrew G. Arnott, Marianne Harrison, and Frances G. Rathke, was elected to serve on the Board by the Trust’s initial shareholder. The Board appointed Mr. Arnott and Ms. Harrison each to serve as a Non-Independent Trustee of the Trust on June 20, 2017 and June 19, 2018, respectively, and Ms. Rathke to serve as an Independent Trustee on September 15, 2020.

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.

Comment 6 — The staff notes that the disclosure under the heading “(All Funds)” states that “If, prior to the Meeting, any Nominee becomes unable to serve for any reason, the persons named as proxies reserve the right to substitute another person or persons of their choice as nominee or nominees.” Please revise the disclosure to be consistent with the requirements of Regulation 14a-4(c)(5).

Response to Comment 6 — The Trust has revised the disclosure as follows:

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.

Comment 7 — Please confirm that the table under the heading “Eight Nominees Standing for Election” reflects other directorships held by each Nominee during the previous five years, if applicable.

Response to Comment 7 — The Trust so confirms.

Comment 8 — Under the heading “Additional Information About the Trustees and Nominees – Independent Trustees and Nominees,” please separate the disclosure regarding Trustees who are standing for election from the disclosure from the Trustees who are not standing for election.

Response to Comment 8 — The Trust will make the requested change.

Comment 9 — Under the heading “Duties of Trustees; Committee Structure – Risk Oversight,” the staff notes that the disclosure regarding the Investment Committee and the other Committees of the Board appears to duplicate disclosure under the heading “Duties of Trustees; Committee Structure – Board Committees.” Please consider revising the disclosure.

Response to Comment 9 — The Trust believes that the disclosure is consistent with the requirements of Schedule 14A and, furthermore, is consistent with the disclosure in the Registration Statements of all funds within the John Hancock Group of Funds. The Trust further notes that the disclosure under the heading “Duties of Trustees; Committee Structure – Board Committees” describes the committee structure generally, whereas the disclosure under the heading “Duties of Trustees; Committee Structure – Risk Oversight” focuses on how the Trusts manage risks through the utilization of the committee structure.

Comment 10 — The tables under the heading “Compensation of Trustees” include disclosure regarding compensation paid by John Hancock Investment Trust twice. Please explain supplementally or revise the disclosure.

Response to Comment 10 — The Trust has added the following footnote to the fourth column of the table entitled “Compensation for Fiscal Year Ended October 31, 2021”:

The following funds of John Hancock Investment Trust have fiscal years that end on October 31: John Hancock Balanced Fund, John Hancock Disciplined Value International Fund, John Hancock Diversified Macro Fund, John Hancock Emerging Markets Equity Fund, John Hancock ESG International Equity Fund, John Hancock ESG Large Cap Core Fund, John Hancock Fundamental Large Cap Core Fund, John Hancock Global Environmental Opportunities Fund, John Hancock Global Thematic Opportunities Fund, John Hancock Infrastructure Fund, John Hancock International Dynamic Growth Fund, John Hancock Seaport Long/Short Fund, and John Hancock Small Cap Core Fund.

Comment 11 — Please include disclosure regarding the highest paid officers of the Fund or supplementally explain why such disclosure is not included.

Response to Comment 11 — The Trust supplementally notes that Instruction to Item 22(b)(13) of Schedule 14A requires compensation disclosure “for each of the three highest-paid officers that have aggregate compensation from the Fund for the most recently completed fiscal year in excess of $60,000.” (Emphasis added.) The disclosure is, therefore, not included because the three highest-paid officers are not compensated by the Fund.

Comment 12 — Under the disclosure “Material Relationships of the Independent Trustees,” please supplementally confirm that the Independent Trustees have no “materials relationships” as defined by Item 22(b)(7) of Schedule 14A.

Response to Comment 12 — The Trust so confirms.

Comment 13 — Under the heading “Required Vote,” the disclosure states that “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.” Please clarify what it means to be “elected by a plurality of the votes cast” with respect to Trustees that are running unopposed.

Response to Comment 13 — The Trust has revised the Proxy Statements to include the following:

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.

Comments on Proposal 2 (Only Applicable to the Proxy Statement as defined above)

Comment 14 — The staff notes that the disclosures regarding the differences between the Current Advisory Agreements and the Proposed Advisory Agreement appears not to be consistent under the heading “Proposal 2.” Specifically, while there are four bullets regarding the Proposed Advisory Agreement under the heading “Introduction,” there are more than four sub-headings under this heading that do not appear to correspond directly to the four bullets.

Response to Comment 14 — The Trust supplementally notes that the sub-headings are intended to provide additional information with respect to the four primary differences between the Current Advisory Agreements and the Proposed Advisory Agreement that are identified in the four bullets. However, for purposes of clarity, the Trust will revise the sub-headings and the disclosure within the sub-headings to correspond more closely to the primary differences identified in the four bullets. In addition, with respect to the table under the heading “Key Differences” the Trust will review and revise the disclosure as appropriate to correspond more closely to the disclosure within the four bullets.

Comment 15 — The staff notes that certain non-advisory services are proposed to be removed from the Current Advisory Agreements. Please disclose or explain supplementally why there is not a corresponding decrease in fees paid pursuant to the Proposed Advisory Agreement.

Response to Comment 15 — The Trust notes supplementally that the elimination of certain non-advisory service provisions from the Current Advisory Agreements will not decrease the advisory services provided to the applicable funds by JHIM and will not increase the amount of expenses incurred by such funds or change the amount of services provided to these funds. In approving the Proposed Advisory Agreement, the Board considered this factor. In this regard, we note supplemen

Show Raw Text
CORRESP
1
filename1.htm

July 13, 2022

VIA EDGAR

Division of Investment
Management

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 02549

Attention: Sonny Oh

 Re: John Hancock Bond Trust - File No. 811-03006, John Hancock California Tax-Free Income Fund - File No.
811-05979, John Hancock Capital Series - File No. 811-01677, John Hancock Collateral Trust - File No. 811-23027, John Hancock Current
Interest - File No. 811-02485, John Hancock Funds III - File No. 811-21777, John Hancock Investment Trust - File No. 811-00560, John Hancock
Investment Trust II - File No. 811-03999, John Hancock Municipal Securities Trust - File No. 811-05968, John Hancock Sovereign Bond Fund
- File No. 811-02402, and John Hancock Strategic Series - File No. 811-04651 (each, a “Trust” and collectively, the “Retail
Trusts”)

Dear Mr. Oh:

This letter is in response to comments received
by telephone on July 6, 2022 from the staff of the Securities and Exchange Commission (the “SEC”) with respect to the preliminary
proxy statements on Schedule 14A for John Hancock Investment Trust, which were received and accepted by the SEC on June 27, 2022 and marked
as filed with the SEC on June 28, 2022 (the “Proxy Statement”). I note your comments are based on your review of the preliminary
proxy statement filed with respect to John Hancock Investment Trust, but that your comments are equally applicable to each preliminary
proxy statement filed on behalf of each other Trust noted above, as well as to the preliminary proxy statements filed on behalf of the
following registrants, each of which was filed contemporaneously with the Proxy Statement: John Hancock Exchange-Traded Fund Trust (“JHETFT)
— File No. 811-22733, John Hancock Funds II (“JHF II”) — File No. 811-21779 and John Hancock Variable Insurance
Trust (“JHVIT” and, together with the Retail Trusts, JHETFT and JHF II, the “Trusts”) — File No. 811-04146
(together with the Proxy Statement, the “Proxy Statements”). The purposes of the Proxy Statements are to: (1) elect eight
trustees to each Trust’s board of trustees (seven trustees in the case of JHETFT): (2) solicit shareholder approval of a new form
of advisory agreement for certain series of certain Retail Trusts; (3) solicit shareholder approval of a “manager of managers”
structure for certain series of certain Retail Trusts; and (4) solicit shareholder approval of amendments to the Declarations of Trust
of JHF II and JHVIT. Unless otherwise stated, capitalized terms have the same meaning given in the Proxy Statements.

For convenience, we have set forth each comment
below, followed by each Trust’s response.

Comment 1 — In the “Notice
of special joint meeting of shareholders,” please highlight the statement that that this is the notice of the special joint meeting,
by bolding and centering the disclosure, for example.

Response to Comment 1 — The
Trust will make the requested change.

Comment 2 — Please confirm that
cross-references to Appendix A and Exhibit A are accurate throughout the Proxy Statement.

Response to Comment 2 — The
Trust so confirms.

    1

Comment 3 — With respect only to
the Proxy Statement, the staff notes that the disclosure in the Introduction states that “The shares of each of the 11 Trusts offered
as of the Record Date were divided into series corresponding to a combined total of 41 portfolios,” whereas disclosure elsewhere
in the Proxy Statement refers to 40 portfolios. Please conform the disclosures.

Response to Comment 3 — The
Trust notes that the 11 Trusts offered as of the Record Date were divided into 40 portfolios and has conformed the disclosure throughout.

Comment 4 — In the Introduction
to the Proxy Statement, please disclose the name and address of the administrator to the Trusts, per Item 22 of Schedule 14A.

Response to Comment 4 — The
Trust has revised the disclosure as follows:

Investment Management
Advisor and Administrator. John Hancock Investment Management LLC (“JHIM” or the ”Advisor”) serves
as investment advisor and administrator for each Trust and each Fund.

Comments on Proposal 1 (Comments
Applicable to All Proxy Statements)

Comment 5 — Please disclose how
many trustees currently serve on the Board of Trustees of the Trusts and briefly explain why only four existing trustees are being nominated
(three in the case of JHETFT). Please also clarify whether any of the four or three trustee nominees, as applicable, are replacing any
current Board members and, if so, why any trustees that are being replaced will no longer serve on the Board of Trustees. Please also
disclose whether the trustees that are not nominated for election will continue to serve as members of the Board of Trustees.

Response to Comment 5 — In
response to the staff’s comment, each Trust other than JHETFT has revised the Proxy Statement to include the following immediately
below the heading “(All Funds)”:

The Board of Trustees of the Trust[s] (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.

    2

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.

Similarly, JHETFT has revised its Proxy Statement
to include the following immediately below the heading “(All Funds)”:

The Board of Trustees of the Trust (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”). Each Trustee, other than Andrew G. Arnott,
Marianne Harrison, and Frances G. Rathke, was elected to serve on the Board by the Trust’s initial shareholder. The
Board appointed Mr. Arnott and Ms. Harrison each to serve as a Non-Independent Trustee of the Trust on June 20, 2017 and June 19, 2018,
respectively, and Ms. Rathke to serve as an Independent Trustee on September 15, 2020.

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.

Comment 6 — The staff notes that the disclosure
under the heading “(All Funds)” states that “If, prior to the Meeting, any Nominee becomes unable to serve for any reason,
the persons named as proxies reserve the right to substitute another person or persons of their choice as nominee or nominees.”
Please revise the disclosure to be consistent with the requirements of Regulation 14a-4(c)(5).

Response to Comment 6 — The Trust
has revised the disclosure as follows:

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.

Comment 7 — Please confirm that
the table under the heading “Eight Nominees Standing for Election” reflects other directorships held by each Nominee during
the previous five years, if applicable.

Response to Comment 7 — The
Trust so confirms.

Comment 8 — Under the heading “Additional
Information About the Trustees and Nominees – Independent Trustees and Nominees,” please separate the disclosure regarding
Trustees who are standing for election from the disclosure from the Trustees who are not standing for election.

Response to Comment 8 — The
Trust will make the requested change.

    3

Comment 9 — Under the heading “Duties
of Trustees; Committee Structure – Risk Oversight,” the staff notes that the disclosure regarding the Investment Committee
and the other Committees of the Board appears to duplicate disclosure under the heading “Duties of Trustees; Committee Structure
– Board Committees.” Please consider revising the disclosure.

Response to Comment 9 — The
Trust believes that the disclosure is consistent with the requirements of Schedule 14A and, furthermore, is consistent with the disclosure
in the Registration Statements of all funds within the John Hancock Group of Funds. The Trust further notes that the disclosure under
the heading “Duties of Trustees; Committee Structure – Board Committees” describes the committee structure generally,
whereas the disclosure under the heading “Duties of Trustees; Committee Structure – Risk Oversight” focuses on how the
Trusts manage risks through the utilization of the committee structure.

Comment 10 — The tables under the
heading “Compensation of Trustees” include disclosure regarding compensation paid by John Hancock Investment Trust twice.
Please explain supplementally or revise the disclosure.

Response to Comment 10 — The
Trust has added the following footnote to the fourth column of the table entitled “Compensation for Fiscal Year Ended October 31,
2021”:

The following funds of John Hancock Investment
Trust have fiscal years that end on October 31: John Hancock Balanced Fund, John Hancock Disciplined Value International Fund, John Hancock
Diversified Macro Fund, John Hancock Emerging Markets Equity Fund, John Hancock ESG International Equity Fund, John Hancock ESG Large
Cap Core Fund, John Hancock Fundamental Large Cap Core Fund, John Hancock Global Environmental Opportunities Fund, John Hancock Global
Thematic Opportunities Fund, John Hancock Infrastructure Fund, John Hancock International Dynamic Growth Fund, John Hancock Seaport Long/Short
Fund, and John Hancock Small Cap Core Fund.

Comment 11 — Please include disclosure
regarding the highest paid officers of the Fund or supplementally explain why such disclosure is not included.

Response to Comment 11 — The
Trust supplementally notes that Instruction to Item 22(b)(13) of Schedule 14A requires compensation disclosure “for each of the
three highest-paid officers that have aggregate compensation from the Fund for the most recently completed fiscal year in
excess of $60,000.” (Emphasis added.) The disclosure is, therefore, not included because the three highest-paid officers
are not compensated by the Fund.

Comment 12 — Under the disclosure
“Material Relationships of the Independent Trustees,” please supplementally confirm that the Independent Trustees have no
“materials relationships” as defined by Item 22(b)(7) of Schedule 14A.

Response to Comment 12 — The
Trust so confirms.

Comment 13 — Under the heading
“Required Vote,” the disclosure states that “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.” Please clarify what it means to be “elected by a plurality
of the votes cast” with respect to Trustees that are running unopposed.

Response to Comment 13 — The
Trust has revised the Proxy Statements to include the following:

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.

    4

Comments on Proposal 2 (Only
Applicable to the Proxy Statement as defined above)

Comment 14 — The staff notes that
the disclosures regarding the differences between the Current Advisory Agreements and the Proposed Advisory Agreement appears not to be
consistent under the heading “Proposal 2.” Specifically, while there are four bullets regarding the Proposed Advisory Agreement
under the heading “Introduction,” there are more than four sub-headings under this heading that do not appear to correspond
directly to the four bullets.

Response to Comment 14 — The
Trust supplementally notes that the sub-headings are intended to provide additional information with respect to the four primary differences
between the Current Advisory Agreements and the Proposed Advisory Agreement that are identified in the four bullets. However, for purposes
of clarity, the Trust will revise the sub-headings and the disclosure within the sub-headings to correspond more closely to the primary
differences identified in the four bullets. In addition, with respect to the table under the heading “Key Differences” the
Trust will review and revise the disclosure as appropriate to correspond more closely to the disclosure within the four bullets.

Comment 15 — The staff notes that
certain non-advisory services are proposed to be removed from the Current Advisory Agreements. Please disclose or explain supplementally
why there is not a corresponding decrease in fees paid pursuant to the Proposed Advisory Agreement.

Response to Comment 15 — The
Trust notes supplementally that the elimination of certain non-advisory service provisions from the Current Advisory Agreements will not
decrease the advisory services provided to the applicable funds by JHIM and will not increase the amount of expenses incurred by such
funds or change the amount of services provided to these funds. In approving the Proposed Advisory Agreement, the Board considered this
factor. In this regard, we note supplemen