Exhibit 4
AGREEMENT AND PLAN OF REORGANIZATION
THIS
AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made this 8th day of December, 2016, among John Hancock Variable
Insurance Trust (“JHVIT”), a Massachusetts business trust, on behalf of each “Acquired Fund” and its “Acquiring
Fund” listed below, each of which are separate series or funds of JHVIT, and, solely with respect to Section 9, John Hancock
Investment Management Services, LLC (“JHIMS”).
| Acquired
Fund |
Corresponding
Acquiring Fund |
| All
Cap Core Trust |
Total
Stock Market Index Trust |
| Alpha
Opportunities Trust |
Blue
Chip Growth Trust |
This
Plan shall be deemed to be a separate agreement by JHVIT on behalf of each Acquired Fund and each Acquiring Fund. As used herein,
unless otherwise stated or the context otherwise requires, each Acquired Fund, each Acquiring Fund, and each Reorganization are,
respectively, the “Acquired Fund,” the “Acquiring Fund,” and the “Reorganization.”
WHEREAS,
JHVIT intends to provide for the reorganization of the Acquired Fund through the acquisition by the Acquiring Fund of all assets,
known or unknown, fixed or contingent, subject to all of the liabilities, known or unknown, fixed or contingent, of the Acquired
Fund in exchange for Series I, Series II, and Series NAV voting shares of beneficial interest, par value $.01 per share, of the
Acquiring Fund (the “Acquiring Fund Shares”), the liquidation of the Acquired Fund and the distribution to Acquired
Fund shareholders of the Acquiring Fund Shares; and
WHEREAS,
the Board of Trustees of JHVIT (the “Board”) has determined that the transfer of all or substantially all of the assets
and all of the liabilities of the Acquired Fund to the Acquiring Fund is in the best interests of each such series, as well as
the best interests of shareholders and owners of variable life and annuity contracts funded by shares of such series (“contract
owners”), and that the interests of existing shareholders and contract owners will not be diluted as a result of the Reorganization;
NOW,
THEREFORE, in consideration of the mutual promises herein contained, JHVIT on behalf of, respectively, the Acquired Fund and
the Acquiring Fund, and JHIMS with respect to Section 9 of the Plan only, hereto agree as follows:
1. Transfer
of Assets of the Acquired Fund in Exchange for Acquiring Fund Shares and Liquidation of the Acquired Fund
(a) Plan
of Reorganization.
(i) JHVIT
on behalf of the Acquired Fund, will convey, transfer and deliver to the Acquiring Fund all known or unknown, fixed or contingent
assets of the Acquired Fund (consisting, without limitation, of portfolio securities and instruments, dividend and interest receivables,
cash, claims (whether absolute or contingent, known or unknown, accrued or unaccrued) and other assets). In consideration thereof,
JHVIT on behalf of the Acquiring Fund will (A) assume and pay, all of the known or unknown, fixed or contingent obligations and
liabilities of the Acquired Fund and (B) issue and deliver to the Acquired Fund that number of full and fractional Series I, Series
II, and Series NAV shares of beneficial interest of the Acquiring Fund as determined in Section 1(c) hereof. Any Series I, Series
II, and Series NAV shares of beneficial interest, par value $.01 per share, of the Acquired Fund (“Acquired Fund Shares”)
held in the treasury of JHVIT at the Effective Time of the Reorganization (as defined in Section 1(b)(i) hereof) shall thereupon
be retired. Such transactions shall take place on the date provided for in Section 1(b)(i) hereof (the “Exchange Date”).
All computations for the Acquired Fund and the Acquiring Fund shall be performed by State Street Bank and Trust Company (the “Custodian”),
as custodian and pricing agent for the Acquired Fund and the Acquiring Fund. The determination of the Custodian shall be conclusive
and binding on all parties in interest.
(ii) As
of the Effective Time of the Reorganization, the Acquired Fund will liquidate and distribute pro rata to its shareholders of record
(“Acquired Fund shareholders”) as of the Effective Time of the Reorganization the Acquiring Fund Shares received by
the Acquired Fund pursuant to Section 1(a)(i) in actual or constructive exchange for the shares of the Acquired Fund held by the
Acquired Fund shareholders. The holders of Series I, Series II, and Series NAV shares of the Acquired Fund will receive Series
I, Series II, and Series NAV shares of the Acquiring Fund, respectively. Such liquidation and distribution will be accomplished
by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund
to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund shareholders and representing the
respective pro-rata number of the Acquiring Fund Shares due such shareholders. The Acquiring Fund will not issue certificates
representing the Acquiring Fund Shares in connection with such exchange. The exchange of the Acquired Fund’s shares for
the Acquiring Fund’s shares shall constitute a full cancellation of those shares and shall terminate any continuing rights
of the holders of such Acquired Fund shares as such.
(iii) With
respect to the Reorganization, as soon as practicable after the Effective Time of the Reorganization, JHVIT shall take all the
necessary steps under Massachusetts law, JHVIT’s Agreement and Declaration of Trust (the “Declaration of Trust”)
and any other applicable law to effect a complete dissolution of the Acquired Fund.
(b) Exchange
Date and Effective Time of the Reorganization.
(i) Subject
to the satisfaction of the conditions to the Reorganization specified in this Plan, the Reorganization shall occur as of the close
of regularly scheduled trading on the New York Stock Exchange (the “NYSE”) (the “Effective Time of the Reorganization”)
on the day (the “Exchange Date”) which is the later of: (A) the final adjournment of the meeting of the holders
of Acquired Fund shares at which this Plan will be considered; (B) April 28, 2017; or (C) such later day as any one or more of
the officers of JHVIT may determine.
(ii) All
acts taking place on the Exchange Date shall be deemed to take place simultaneously as of the Effective Time of the Reorganization,
unless otherwise provided.
(iii) In
the event that on the proposed Exchange Date: (A) the NYSE shall be closed to trading or trading thereon shall be restricted;
or (B) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate valuation of the
net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Exchange Date shall be postponed until the first business
day after the day when trading shall have been fully resumed and reporting shall have been restored.
(iv) On
the Exchange Date, portfolio securities of the Acquired Fund shall be transferred by the Custodian to the account of the Acquiring
Fund duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the
custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate
purchase price thereof.
(c) Valuation.
(i) The
net asset value per share of Series I, Series II, and Series NAV shares of the Acquiring Fund and the net value of the assets
of the Acquired Fund to be transferred in exchange for such Series I, Series II, and Series NAV shares shall be determined as
of the Effective Time of the Reorganization. The net asset value per share of Series I, Series II, and Series NAV shares of the
Acquiring Fund shall be computed by the Custodian in the manner set forth in the Declaration of Trust or JHVIT’s By-laws
(the “By-laws”) and then-current prospectus and statement of additional information and shall be computed to not less
than two decimal places. The net value of the assets of the Acquired Fund to be transferred shall be computed by the Custodian
by calculating the value of the assets of the Acquired Fund and by subtracting therefrom the amount of the liabilities assigned
and transferred to the Acquiring Fund, said assets and liabilities to be valued in the manner set forth in the Declaration of
Trust or By-laws and then-current prospectus and statement of additional information.
(ii) The
number of Series I, Series II, and Series NAV shares of the Acquiring Fund to be issued (including fractional shares, if any)
by the Acquiring Fund in exchange for the Acquired Fund’s assets shall be determined by dividing the net value of the assets
of the Acquired Fund attributable to shares of each class to be transferred by the net asset value per share of the shares of
the Acquiring Fund to be exchanged for each such class of shares of the Acquired Fund, in each case as determined in accordance
with Section 1(c)(i).
(iii) All
computations of value shall be made by the Custodian in accordance with its regular practice as pricing agent for the Acquiring
Fund and the Acquired Fund.
2. Representations
and Warranties of JHVIT on Behalf of the Acquiring Fund
JHVIT
on behalf of the Acquiring Fund represents and warrants as follows:
(a) Organization,
Existence, etc. JHVIT is a business trust that is duly organized, validly existing under the laws of the Commonwealth of Massachusetts
and has the power to carry on its business as it is now being conducted. The Acquiring Fund is a validly existing series of shares
of such business trust representing interests in a separate portfolio thereof under the laws of Massachusetts. Each of the Acquiring
Fund and JHVIT has all necessary federal, state and local authorization to own all of its properties and assets and to carry on
its business as now being conducted.
(b) Registration
as Investment Company. JHVIT is registered under the Investment Company Act of 1940, as amended (the “1940 Act”),
as an open-end management investment company; such registration has not been revoked or rescinded and is in full force and effect.
(c) Current
Offering Documents. The current prospectus of JHVIT dated May 1, 2016, as supplemented, and the current statement of additional
information of JHVIT dated May 1, 2016, as it relates to the Acquiring Fund, as supplemented, and as it may be further supplemented
or amended, included in JHVIT’s registration statement on Form N-1A filed with the Securities and Exchange Commission (the
“Commission”), comply in all material respects with the requirements of the Securities Act of 1933, as amended (the
“Securities Act”), and the 1940 Act and do not contain an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) Capitalization.
JHVIT has an unlimited number of authorized shares of beneficial interest, par value $.01 per share. All of the outstanding shares
of JHVIT have been duly authorized and are validly issued, fully paid and non-assessable (except as disclosed in JHVIT’s
prospectus and recognizing that under Massachusetts law, shareholders of a series of JHVIT could, under certain circumstances,
be held personally liable for the obligations of such series). All of the issued and outstanding shares of the Acquiring Fund
have been offered and sold in compliance in all material respects with applicable registration requirements of the Securities
Act and applicable state securities laws.
(e) Financial
Statements. The financial statements of the Acquiring Fund for the fiscal year ended December 31, 2015, which have been audited
by the independent registered public accounting firm retained by JHVIT, and the financial statements for the six months ended
June 30, 2016, which have not been audited, in each case fairly present the financial position of the Acquiring Fund as of the
date thereof and its results of operations and changes in net assets for each of the periods indicated in accordance with generally
accepted accounting principles (“GAAP”).
(f) Shares
to be Issued Upon Reorganization. The Acquiring Fund Shares to be issued in connection with the Reorganization will be duly
authorized and upon consummation of the Reorganization will be validly issued, fully paid and non-assessable (except as disclosed
in the Acquiring Fund’s prospectus and recognizing that under Massachusetts law, shareholders of a series of JHVIT could,
under certain circumstances, be held personally liable for the obligations of such series).
(g) Authority
Relative to this Plan. JHVIT, on behalf of the Acquiring Fund, has the power to enter into this Plan and to carry out its
obligations hereunder. The execution and delivery of this Plan and the consummation of the transactions contemplated hereby have
been duly authorized by the Board and no other proceedings by JHVIT other than those contemplated under this Plan are necessary
to authorize its officers to effectuate this Plan and the transactions contemplated hereby. JHVIT is not a party to or obligated
under any provision of its Declaration of Trust or By-laws, or under any indenture or contract provision or any other commitment
or obligation, or subject to any order or decree, that would be violated by or that would prevent its execution and performance
of this Plan in accordance with its terms.
(h) Liabilities.
There are no known liabilities of the Acquiring Fund, whether actual or contingent and whether or not determined or determinable,
other than liabilities disclosed or provided for in the Acquiring Fund’s Financial Statements and liabilities incurred in
the ordinary course of business subsequent to June 30, 2016 or otherwise previously disclosed to the Acquiring Fund, none of which
has been materially adverse to the business, assets or results of operations of the Acquiring Fund.
(i) No
Material Adverse Change. Since June 30, 2016, there has been no material adverse change in the financial condition, results
of operations, business, properties or assets of the Acquiring Fund, other than those occurring in the ordinary course of business
(for these purposes, a decline in net asset value and a decline in net assets due to redemptions do not constitute a material
adverse change).
(j) Litigation.
There are no claims, actions, suits or proceedings pending or, to the knowledge of JHVIT, threatened that, if adversely determined,
would materially and adversely affect the Acquiring Fund’s assets or business or that would prevent or hinder consummation
of the transactions contemplated hereby, there are no facts that would form the basis for the institution of administrative proceedings
against the Acquiring Fund and, to the knowledge of JHVIT, there are no regulatory investigations of the Acquiring Fund, pending
or threatened, other than routine inspections and audits.
(k) Contracts.
No default exists under any material contract or other commitment on behalf of the Acquiring Fund to which JHVIT is subject.
(l) Taxes.
All federal and other income tax returns of the Acquiring Fund required to be filed by JHVIT have been filed for all taxable years
to and including December 31, 2015, and all taxes payable pursuant to such returns have been paid. To the knowledge of JHVIT,
no such return is under audit and no assessment has been asserted in respect of any such return. All federal and other taxes owed
by the Acquiring Fund have been paid so far as due. The Acquiring Fund currently is, at all times since its inception has been,
and will continue to be up until and at the Exchange Date, in compliance with Section 817(h)(1) of the Internal Revenue Code of
1986, as amended (the “Code”), and Treas. Reg. Section 1.817-5, as if those provisions applied directly to the Acquiring
Fund, relating to the diversification requirements for variable annuity, endowment and life insurance contracts. The Acquiring
Fund’s shares are (and since its inception have been) held only by (a) insurance company “segregated asset accounts”
within the meaning of Treas. Reg. Section 1.817-5(e) and (b) other purchasers of the kind specified in Treas. Reg. Section 1.817-5(f)(3)
as from time to time in effect. The Acquiring Fund is, and at all times since its inception has been, qualified as a “regulated
investment company” under subchapter M of the Code.
(m) No
Approvals Required. Except for the effectiveness of the Registration Statement (as defined in Section 4(a) hereof) and the
approval of the Acquired Fund’s shareholders (referred to in Section 6(a) hereof), no consents, approvals, authorizations,
registrations or exemptions under federal or state laws are necessary for the consummation by the Acquiring Fund of the Reorganization,
except such as have been obtained as of the date hereof.
3. Representations
and Warranties of JHVIT on Behalf of the Acquired Fund
JHVIT
on behalf of the Acquired Fund represents and warrants as follows:
(a) Organization,
Existence, etc. JHVIT is a business trust that is duly organized, validly existing under the laws of the Commonwealth of Massachusetts
and has the power to carry on its business as it is now being conducted. The Acquired Fund is a validly existing series of shares
of such business trust representing interests in a separate portfolio thereof under the laws of Massachusetts. Each of the Acquired
Fund and JHVIT has all necessary federal, state and local authorization to own all of its properties and assets and to carry on
its business as now being conducted.
(b) Registration
as Investment Company. JHVIT is registered under the 1940 Act as an open-end management investment company; such registration
has not been revoked or rescinded and is in full force and effect.
(c) Current
Offering Documents. The current prospectus of JHVIT dated May 1, 2016, as supplemented, and the current statement of additional
information of JHVIT dated May 1, 2016, as it relates to the Acquired Fund, as supplemented, and as each may be further supplemented
or amended, included in JHVIT’s registration statement on Form N-1A filed with the Commission, comply in all material respects
with the requirements of the Securities Act and the 1940 Act and do not contain an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading.
(d) Capitalization.
JHVIT has an unlimited number of authorized shares of beneficial interest, par value $.01 per share. All of the outstanding shares
of JHVIT have been duly authorized and are validly issued, fully paid and non-assessable (except as disclosed in JHVIT’s
prospectus and recognizing that under Massachusetts law, shareholders of a series of JHVIT could, under certain circumstances,
be held personally liable for the obligations of such series). All such shares of the Acquired Fund will, at the Effective Time
of the Reorganization, be held by the shareholders of record of the Acquired Fund as set forth on the books and records of JHVIT
in the amounts set forth therein, and as set forth in any list of shareholders of record provided to the Acquiring Fund for purposes
of the Reorganization, and no such shareholders of record will have any preemptive rights to purchase any Acquired Fund shares,
and the Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquired
Fund shares (other than any existing dividend reinvestment plans of the Acquired Fund or as set forth in this Plan), nor are there
outstanding any securities convertible by their terms into any shares of the Acquired Fund (except pursuant to any existing exchange
privileges described in the current prospectus and statement of additional information of JHVIT). All of the Acquired Fund’s
issued and outstanding shares have been offered and sold in compliance in all material respects with applicable registration requirements
of the Securities Act and applicable state securities laws.
(e) Financial
Statements. The financial statements of the Acquired Fund for the fiscal year ended December 31, 2015, which have been audited
by the independent registered public accounting firm retained by JHVIT, and the financial statements for the six months ended
June 30, 2016, which have not been audited, in each case fairly present the financial position of the Acquired Fund as of the
date thereof and its results of operations and changes in net assets for each of the periods indicated in accordance with GAAP.
(f) Authority
Relative to this Plan. JHVIT, on behalf of the Acquired Fund, has the power to enter into this Plan and to carry out its obligations
hereunder. The execution and delivery of this Plan and the consummation of the transactions contemplated hereby have been duly
authorized by the Board and no other proceedings by JHVIT other than those contemplated under this Plan are necessary to authorize
its officers to effectuate this Plan and the transactions contemplated hereby. JHVIT is not a party to or obligated under any
provision of its Declaration of Trust or By-laws, or under any indenture or contract provision or any other commitment or obligation,
or subject to any order or decree, that would be violated by or that would prevent its execution and performance of this Plan
in accordance with its terms.
(g) Liabilities.
There are no known liabilities of the Acquired Fund, whether actual or contingent and whether or not determined or determinable,
other than liabilities disclosed or provided for in the Acquired Fund’s financial statements and liabilities incurred in
the ordinary course of business subsequent to June 30, 2016 or otherwise previously disclosed to the Acquired Fund, none of which
has been materially adverse to the business, assets or results of operations of the Acquired Fund.
(h) No
Material Adverse Change. Since June 30, 2016, there has been no material adverse change in the financial condition, results
of operations, business, properties or assets of the Acquired Fund, other than those occurring in the ordinary course of business
(for these purposes, a decline in net asset value and a decline in net assets due to redemptions do not constitute a material
adverse change).
(i) Litigation.
There are no claims, actions, suits or proceedings pending or, to the knowledge of JHVIT, threatened that, if adversely determined,
would materially and adversely affect the Acquired Fund’s assets or business or that would prevent or hinder consummation
of the transactions contemplated hereby, there are no facts that would form the basis for the institution of administrative proceedings
against the Acquired Fund and, to the knowledge of JHVIT, there are no regulatory investigations of the Acquired Fund, pending
or threatened, other than routine inspections and audits.
(j) Contracts.
JHVIT is not subject to any contracts or other commitments on behalf of the Acquired Fund (other than this Plan) that will not
be terminated with respect to the Acquired Fund without liability to JHVIT or the Acquired Fund as of or prior to the Effective
Time of the Reorganization.
(k) Taxes.
All federal and other income tax returns of the Acquired Fund required to be filed by JHVIT with respect to the Acquired Fund
have been filed for all taxable years to and including December 31, 2015, and all taxes payable pursuant to such returns have
been paid. To the knowledge of JHVIT, no such return is under audit and no assessment has been asserted in respect of any such
return. All federal and other taxes owed by the Acquired Fund have been paid so far as due. The Acquired Fund currently is, at
all times since its inception has been, and will continue to be up until and at the Exchange Date, in compliance with Section
817(h)(1) of the Code and Treas. Reg. Section 1.817-5, as if those provisions applied directly to the Acquired Fund, relating
to the diversification requirements for variable annuity, endowment and life insurance contracts. The Acquired Fund’s shares
are (and since its inception have been) held only by (a) insurance company “segregated asset accounts” within the
meaning of Treas. Reg. Section 1.817-5(e) and (b) other purchasers of the kind specified in Treas. Reg. Section 1.817-5(f)(3)
as from time to time in effect. The Acquired Fund is, and at all times since its inception has been, qualified as a “regulated
investment company” under subchapter M of the Code.
(l) No
Approvals Required. Except for the effectiveness of the Registration Statement (as defined in Section 4(a) hereof) and the
approval of the Acquired Fund’s shareholders referred to in Section 6(a) hereof, no consents, approvals, authorizations,
registrations or exemptions under federal or state laws are necessary for the consummation by the Acquired Fund of the Reorganization,
except such as have been obtained as of the date hereof.
4. Covenants
of JHVIT on Behalf of the Acquiring Fund
JHVIT
on behalf of the Acquiring Fund covenants to the following:
(a) Registration
Statement. On behalf of the Acquiring Fund, JHVIT shall file with the Commission a Registration Statement on Form N-14 (the
“Registration Statement”) under the Securities Act relating to the Acquiring Fund Shares issuable hereunder and the
proxy statement of the Acquired Fund relating to the meeting of the Acquired Fund’s shareholders referred to in Section
5(a) herein. At the time the Registration Statement becomes effective, the Registration Statement: (i) will comply in all material
respects with the provisions of the Securities Act and the rules and regulations of the Commission thereunder (the “Regulations”);
and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and at the time the Registration Statement becomes effective, at the
time of the Acquired Fund’s shareholders meeting referred to in Section 5(a) hereof, and at the Effective Time of the Reorganization,
the proxy statement/prospectus (the “Prospectus”) and statement of additional information (the “SAI”)
included therein, as amended or supplemented by any amendments or supplements filed by JHVIT, will not contain an untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(b) Cooperation
in Effecting Reorganization. JHVIT on behalf of the Acquiring Fund agrees to use all reasonable efforts to effectuate the
Reorganization, to continue in operation thereafter, and to obtain any necessary regulatory approvals for the Reorganization.
(c) Operations
in the Ordinary Course. Except as otherwise contemplated by this Plan, and, in particular, any actions necessary as a result
of the circumstances identified in Section 1(a)(ii) of this Plan, JHVIT with respect to the Acquiring Fund shall conduct its business
in the ordinary course until the consummation of the Reorganization, it being understood that such ordinary course of business
will include the declaration and payment of customary dividends and distributions.
5. Covenants
of JHVIT on Behalf of the Acquired Fund
JHVIT
on behalf of the Acquired Fund covenants to the following:
(a) Meeting
of the Acquired Fund’s Shareholders. JHVIT shall call and hold a meeting of the shareholders of the Acquired Fund for
the purpose of acting upon this Plan and the transactions contemplated herein.
(b) Portfolio
Securities. With respect to the assets to be transferred in accordance with Section 1(a), the Acquired Fund’s assets
shall consist of all property and assets of any nature whatsoever, including, without limitation, all cash, cash equivalents,
securities, claims and receivables (including dividend and interest receivables) owned, and any deferred or prepaid expenses shown
as an asset on the Acquired Fund’s books. At least five (5) business days prior to the Exchange Date, the Acquired Fund
will provide the Acquiring Fund with a list of its assets and a list of its stated liabilities. The Acquired Fund shall have the
right to sell any of the securities or other assets shown on the list of assets prior to the Exchange Date but will not, without
the prior approval of JHVIT, on behalf of the Acquiring Fund, acquire any additional securities other than securities that the
Acquiring Fund is permitted to purchase, pursuant to its investment objective and policies or otherwise (taking into consideration
its own portfolio composition as of such date). In the event that the Acquired Fund holds any investments that the Acquiring Fund
would not be permitted to hold, the Acquired Fund will dispose of such securities prior to the Exchange Date to the extent practicable
and to the extent that its shareholders would not be materially affected in an adverse manner by such a disposition. In addition,
JHVIT will prepare and deliver, on the Exchange Date, immediately prior to the Effective Time of the Reorganization, a Statement
of Assets and Liabilities of the Acquired Fund as of the Effective Time of the Reorganization and prepared in accordance with
GAAP (the “Schedule”). All securities to be listed in the Schedule for the Acquired Fund as of the Effective Time
of the Reorganization will be owned by the Acquired Fund free and clear of any liens, claims, charges, options and encumbrances,
except as indicated in the Schedule, and, except as so indicated, none of such securities is or, after the Reorganization as contemplated
hereby, will be subject to any restrictions, legal or contractual, on the disposition thereof (including restrictions as to the
public offering or sale thereof under the Securities Act) and, except as so indicated, all such securities are or will be readily
marketable.
(c) Registration
Statement. In connection with the preparation of the Registration Statement, JHVIT on behalf of the Acquired Fund will furnish
the information relating to the Acquired Fund required by the Securities Act and the Regulations to be set forth in the Registration
Statement (including the Prospectus and SAI). At the time the Registration Statement becomes effective, the Registration Statement,
insofar as it relates to the Acquired Fund: (i) will comply in all material respects with the provisions of the Securities Act
and the Regulations; and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; and at the time the Registration Statement becomes
effective, at the time of the Acquired Fund’s shareholders meeting referred to in Section 5(a) and at the Effective Time
of the Reorganization, the Prospectus and SAI, as amended or supplemented by any amendments or supplements filed by JHVIT, insofar
as they relate to the Acquired Fund, will not contain an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that the representations and warranties in this subsection shall apply only to statements in or omissions from the Registration
Statement, Prospectus or SAI made in reliance upon and in conformity with information furnished by JHVIT with respect to the Acquired
Fund for use in the Registration Statement, Prospectus or SAI as provided in this Section 5(c).
(d) Cooperation
in Effecting Reorganization. JHVIT on behalf of the Acquired Fund agrees to use all reasonable efforts to effectuate the Reorganization
and to obtain any necessary regulatory approvals for the Reorganization.
(e) Operations
in the Ordinary Course. Except as otherwise contemplated by this Plan, and, in particular, any actions necessary as a result
of the circumstances identified in Section 1(a)(ii) of this Plan, JHVIT with respect to the Acquired Fund shall conduct its business
in the ordinary course until the consummation of the Reorganization, it being understood that such ordinary course of business
will include the declaration and payment of customary dividends and distributions.
(f) Statement
of Earnings and Profits. As promptly as practicable, but in any case within 60 days after the Exchange Date, JHVIT on behalf
of the Acquired Fund shall prepare a statement of the earnings and profits of the Acquired Fund for federal income tax purposes,
and of any capital loss carryovers and other items that the Acquiring Fund will succeed to and take into account as a result of
Section 381 of the Code (if any).
6. Conditions
Precedent to Obligations of JHVIT on Behalf of the Acquired Fund
The
obligations of JHVIT on behalf of the Acquired Fund with respect to the consummation of the Reorganization are subject to the
satisfaction of the following conditions:
(a) Approval
by the Acquired Fund’s Shareholders. This Plan and the transactions contemplated by the Reorganization shall have been
approved by the requisite vote of the shares of the Acquired Fund entitled to vote on the matter (“Acquired Shareholder
Approval”).
(b) Covenants,
Warranties and Representations. With respect to the Acquiring Fund, JHVIT shall have complied with each of its covenants contained
herein, each of the representations and warranties contained herein shall be true in all material respects as of the Effective
Time of the Reorganization (except as otherwise contemplated herein), and there shall have been no material adverse change (as
described in Section 2(i)) in the financial condition, results of operations, business, properties or assets of the Acquiring
Fund since December 31, 2015.
(c) Regulatory
Approval. The Registration Statement shall have been declared effective by the Commission and no stop orders under the Securities
Act pertaining thereto shall have been issued and all other approvals, registrations, and exemptions under federal and state laws
considered to be necessary shall have been obtained (collectively, the “Regulatory Approvals”).
(d) Tax
Opinions. JHVIT shall have received one or more opinions of K&L Gates LLP, dated on or before the Effective Time of the
Reorganization, addressed to and in form and substance satisfactory to JHVIT, that, assuming the variable contracts and the insurance
companies issuing them are properly structured under the insurance company provisions of the Code, the Reorganization will not
be a taxable event for contract owners whose contract values are determined by investment in shares of the Acquired Fund (the
“Tax Opinions”). For purposes of rendering its opinion, K&L Gates LLP may rely exclusively and without independent
verification, as to factual matters, on the statements made in the Plan, the Prospectus and SAI, and on such other written representations
verified as of the Effective Time of the Reorganization.
7. Conditions
Precedent to Obligations of JHVIT on Behalf of the Acquiring Fund
The
obligations of JHVIT on behalf of the Acquiring Fund with respect to the consummation of the Reorganization are subject to the
satisfaction of the following conditions:
(a) Approval
by the Acquired Fund’s Shareholders. The Acquired Shareholder Approval shall have been obtained with respect to the
Acquired Fund.
(b) Covenants,
Warranties and Representations. With respect to the Acquired Fund, JHVIT shall have complied with each of its covenants contained
herein, each of the representations and warranties contained herein shall be true in all material respects as of the Effective
Time of the Reorganization (except as otherwise contemplated herein), and there shall have been no material adverse change (as
described in Section 3(h)) in the financial condition, results of operations, business, properties or assets of the Acquired Fund
since December 31, 2015.
(c) Portfolio
Securities. All securities to be acquired by the Acquiring Fund in the Reorganization shall have been approved for acquisition
by JHIMS (or, at its discretion, by a subadvisor for the Acquiring Fund) as consistent with the investment policies of the Acquiring
Fund.
(d) Regulatory
Approval. The Regulatory Approvals shall have been obtained.
(e) Distribution
of Income and Gains. JHVIT on behalf of the Acquired Fund shall have distributed to the shareholders of the Acquired Fund
all of the Acquired Fund’s investment company taxable income (without regard to the deductions for dividends paid) as defined
in Section 852(b)(2) of the Code for its taxable year ending on the Exchange Date and all of its net capital gain as such term
is used in Section 852(b)(3) of the Code, after reduction by any capital loss carry forward, for its taxable year ending on the
Exchange Date.
(f) Tax
Opinions. JHVIT shall have received the Tax Opinions.
(g) Financial
Statements. The financial statements of JHVIT for the fiscal year ended December 31, 2015 shall have been audited by the independent
registered public accounting firm retained by JHVIT. In addition, as of the Exchange Date and except as may be affected by the
transactions contemplated by this Plan: (i) the representations and warranties of JHVIT on behalf of the Acquired Fund set forth
in Sections 3(e) and (g) of this Plan are true and correct as to the financial statements referred to in the first sentence of
this Section 7(g); and (ii) the representation and warranty set forth in the first sentence of Section 3(k) of this Plan are true
and correct as to all taxable years to and including December 31, 2015.
8. Amendments;
Terminations; No Survival of Covenants, Warranties and Representations
(a) Amendments.
JHVIT may, by an instrument in writing authorized by the Board, amend this Plan at any time before or after approval hereof by
the shareholders of the Acquired Fund, but after such approval, no amendment shall be made that substantially changes the terms
hereof.
(b) Waivers.
At any time prior to the Effective Time of the Reorganization, JHVIT, on behalf of either or both of the Acquired and Acquiring
Funds, may by written instrument signed by it; (i) waive any inaccuracies in the representations and warranties made to it or
such Fund or series contained herein; and (ii) waive compliance with any of the covenants or conditions made for its benefit or
the benefit of such Fund or series contained herein, except that conditions set forth in Sections 6(c) and 7(d) may not be waived.
(c) Termination.
This Plan may be terminated by JHVIT at any time prior to the Effective Time of the Reorganization, whether before or after approval
of this Plan by the shareholders of the Acquired Fund, without liability on the part of any party hereto, its Trustees, officers
or shareholders, in the event that either the Board or one or more of the officers of JHVIT determine that proceeding with this
Plan is not in the best interests of the shareholders or contract owners of either or both of the Acquired and Acquiring Funds,
or for any other reason.
(d) Unless
JHVIT shall otherwise determine by written instrument, this Plan shall terminate without liability as of the close of business
on May 1, 2018 if the Effective Time of the Reorganization is not on or prior to such date.
(e) Survival.
No representations, warranties or covenants in or pursuant to this Plan, except for the provisions of Section 5(f) and Section
9 of this Plan, shall survive the Reorganization.
9. Expenses
The
expenses of each Reorganization will be borne as follows: each Acquired Fund will bear 100% of the expenses of its corresponding
Reorganization. If the Reorganization is not consummated as to the Acquired Fund or the Acquiring Fund, the expenses of the Reorganization
as to that Acquired Fund or the Acquiring Fund, as applicable, will be paid by JHIMS. Such expenses include, without limitation:
(i) expenses incurred in connection with the entering into and the carrying out of the provisions of this Plan; (ii) expenses
associated with the preparation and filing of the Registration Statement (other than registration fees payable to the Commission
in respect of the registration of the Acquiring Fund shares registered thereby, which shall be payable by the Acquiring Fund);
(iii) fees and expenses of preparing and filing such forms as are necessary under any applicable state securities laws in connection
with the Reorganization; (iv) postage; (v) printing; (vi) accounting fees; (vii) legal fees; and (viii) solicitation costs relating
to the Reorganization.
10. Reliance
All
covenants and agreements made under this Plan shall be deemed to have been material and relied upon by the Acquired Fund, the
Acquiring Fund and JHVIT notwithstanding any investigation made by such party or on its behalf.
11. Headings;
Counterparts; Governing Law; Assignment
(a) The
section and paragraph headings contained in this Plan are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Plan.
(b) This
Plan may be executed in any number of counterparts, each of which shall be deemed an original.
(c) This
Plan shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.
(d) This
Plan shall bind and inure to the benefit of JHVIT, the Acquired Fund and the Acquiring Fund and their respective successors and
assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the
written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or
give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or
remedies under or by reason of this Plan.
(e) The
name “John Hancock Variable Insurance Trust” is the designation of the Trustees under an Agreement and Declaration
of Trust dated January 22, 2016, as amended, and all persons dealing with JHVIT must look solely to JHVIT’s property for
the enforcement of any claims against JHVIT, as neither the Trustees, officers, agents or shareholders assume any personal liability
for obligations entered into on behalf of JHVIT. No series of JHVIT shall be liable for claims against any other series of JHVIT.
IN
WITNESS WHEREOF, the undersigned have executed this Plan as of the date first above written.
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JOHN HANCOCK VARIABLE INSURANCE TRUST, |
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on behalf of each Acquired Fund |
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/s/ Andy Arnott |
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BY: |
Name: Andy Arnott |
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Title: President |
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JOHN HANCOCK VARIABLE INSURANCE TRUST, |
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on behalf of each Acquiring Fund |
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/s/ Charles A. Rizzo |
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BY: |
Name: Charles A. Rizzo |
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Title: Chief Financial Officer |
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For purposes of Section 9 only: |
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JOHN HANCOCK INVESTMENT MANAGEMENT |
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SERVICES, LLC |
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/s/ Philip Fontana |
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BY: |
Name: Philip Fontana |
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Title: Vice President |
