Exhibit 4
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and
Plan of Reorganization (“Agreement”) is made as of September 26, 2014, by and between The RBB Fund, Inc., a Maryland
corporation (the “Company”), on behalf of its series, Robeco Boston Partners International Equity Fund (the “Acquired
Fund”), and John Hancock Investment Trust, a Massachusetts business trust (the “Trust”), on behalf of its series,
John Hancock Disciplined Value International Fund (the “Acquiring Fund” and together with the Acquired Fund, the “Funds”
or individually, each a “Fund”).
This Agreement is intended
to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 361(a) and Section 368(a)(1)(F)
of the United States Internal Revenue Code of 1986, as amended (the “Code”), and any successor provision. The reorganization
will consist of the transfer of all assets of the Acquired Fund attributable to its Institutional Class shares in exchange for
the Acquiring Fund’s Class R6 shares (the “Merger Shares”), and the assumption by the Acquiring Fund of all known
liabilities of the Acquired Fund and the distribution of the Merger Shares to the shareholders of the Acquired Fund, all upon the
terms and conditions set forth in this Agreement.
Each of the Company
and the Trust is duly organized and validly existing under, and in conformity with, the laws of jurisdiction of its organization,
and has the power to own all of its assets and to carry out its obligations under this Agreement. Each of the Company and the Trust
is qualified as a foreign association in every jurisdiction where required, except to the extent that failure to so qualify would
not have a material adverse effect on the Company or the Trust, as the case may be. Each of the Company and the Trust is duly registered
under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company
and such registration has not been revoked or rescinded and is in full force and effect. The Acquired Fund and the Acquiring Fund
are separate series of the Company and the Trust, respectively, duly established and designated in accordance with the applicable
provisions of the Company’s Articles of Incorporation dated February 7, 1988, as amended and supplemented with respect to
the Acquired Fund (the “Articles”), and the Trust’s Amended and Restated Declaration of Trust dated March 8,
2005, as may be amended (the “Declaration”), respectively, and the 1940 Act.
The Company’s
Board of Directors and the Trust’s Board of Trustees: (i) have adopted and approved this Agreement and the transactions hereby
contemplated; and (ii) have determined that participation therein is in the best interests of their respective Funds and that the
interests of the existing shareholders thereof will not be diluted as a result of the Reorganization (as defined below).
All covenants and obligations
of a Fund contained herein shall be deemed to be covenants and obligations of the Company or the Trust, as the case may be, acting
on behalf of that Fund, and all rights and benefits created hereunder in favor of a Fund shall inure to, and shall be enforceable
by, the Company or the Trust, as the case may be, acting on behalf of that Fund.
In order to consummate
the reorganization contemplated by this Agreement (the “Reorganization”) and in consideration of the promises and the
covenants and agreements hereinafter set forth, and intending to be legally bound, each party hereby agrees as follows:
| 1. | Representations and Warranties of the Acquiring Fund. |
The Trust, on behalf of the Acquiring Fund,
represents and warrants to, and agrees with, the Acquired Fund that:
(a) The Acquiring Fund is a series of
the Trust and, in conformity with the laws of The Commonwealth of Massachusetts, has the power to own all of its assets and to
carry out its obligations under this Agreement. Each of the Trust and the Acquiring Fund has all necessary federal, state and local
authorizations to carry on its business as it is now being conducted and to carry out this Agreement.
(b) The Acquiring Fund was formed for
the purpose of effecting the Reorganization, has not engaged in any business prior to the Reorganization, and does not own any
assets.
(c) The Acquiring Fund has no known
liabilities of a material nature, contingent or otherwise. As of the Valuation Time (as defined in Section 3(c), the Acquiring
Fund will advise the Acquired Fund in writing of all known liabilities, contingent or otherwise, whether or not incurred in the
ordinary course of business, existing or accrued as of such time.
(d) The Trust, on behalf of the Acquiring
Fund, has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary action of the Trust’s Board, and this Agreement constitutes
a valid and binding contract enforceable in accordance with its terms subject to approval by the Acquired Fund’s shareholders
and subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or similar
laws relating to or affecting the rights or remedies of creditors’ generally; a party’s obligations of good faith,
fair dealing, diligence, reasonableness, or due notice; equitable rights, remedies, or defenses; indemnifications from or against
liability and -court decisions with respect thereto.
(e) There are no material legal, administrative
or other proceedings pending or, to the knowledge of the Trust or the Acquiring Fund, threatened against the Trust or the Acquiring
Fund which assert liability on the part of the Trust or the Acquiring Fund, or that materially affect the financial condition of
the Trust or the Acquiring Fund or the Trust’s or the Acquiring Fund’s ability to consummate the Reorganization. Neither
the Trust nor the Acquiring Fund is charged with or, to the best of their knowledge, threatened with any violation or investigation
of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating
to any aspect of their business.
(f) Neither the Trust nor the Acquiring
Fund is obligated under any provision of the Declaration or the Trust’s By-laws dated June 28, 2005, as may be amended, and
neither is a party to any contract or other commitment or obligation, nor is subject to any order or decree, which would be violated
by its execution of or performance under this Agreement, except insofar as the Acquiring Fund and the Acquired Fund may mutually
agree that the Acquiring Fund may take such necessary action to amend such contract or other commitment or obligation to cure any
potential violation as a condition precedent to the Reorganization.
(g) There are no material contracts
outstanding to which the Acquiring Fund is a party that have not been disclosed in the N-14 Registration Statement (as defined
in sub-section (i) below) or that will not otherwise be disclosed to the Acquired Fund prior to the Valuation Time.
(h) No consent, approval, authorization
or order of any court or government authority is required for the consummation by the Acquiring Fund of the Reorganization, except
such as may be required under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act
of 1934, as amended (the “1934 Act”), the 1940 Act, or state securities laws (which term as used herein shall include
the laws of the District of Columbia and Puerto Rico).
(i) The registration statement on Form
N-14 filed with the Securities and Exchange Commission (the “Commission”) by the Trust on behalf of the Acquiring Fund
and relating to the Merger 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 6(b) herein (together with the documents incorporated therein by reference,
the “Proxy Statement/Prospectus”), and any supplement or amendment thereto or to the documents therein (as amended
or supplemented, the “N-14 Registration Statement”), on the effective date of the N-14 Registration Statement, at the
time of the shareholders’ meeting referred to in Section 6(b) of this Agreement and at the Closing Date (as such term is
defined in Section 7(a) herein), insofar as it relates to the Acquiring Fund:
(A) did and will
comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations
thereunder; and
(B) does not and
will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading; and the Proxy Statement/Prospectus included therein did not or will not contain
any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, however, that none of the representations and warranties
in this sub-section shall apply to statements in or omissions from the N-14 Registration Statement made in reliance upon and in
conformity with information furnished by the Acquired Fund for use in the N-14 Registration Statement.
(j) All issued and outstanding shares
of the Acquiring Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and nonassessable
by the Acquiring Fund. In regard to the statement that the outstanding shares will be nonassessable, it is noted that the Acquiring
Fund is a “Massachusetts business trust” and under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Acquiring Fund. The Acquiring Fund does not have outstanding any security
of one class that is convertible into any other class of the Acquiring Fund shares.
(k) The Merger Shares to be issued to
the Acquired Fund pursuant to this Agreement have been duly authorized and, when issued and delivered pursuant to this Agreement,
will be legally and validly issued Class R6 shares of beneficial interest in the Acquiring Fund and will be fully paid and nonassessable
by the Acquiring Fund, and no shareholder of the Acquiring Fund will have any preemptive right of subscription or purchase in respect
thereof. In regard to the statement above that the Merger Shares will be nonassessable, it is noted that the Trust is a “Massachusetts
business trust” and under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for
the obligations of the Trust.
(l) At or prior to the Closing Date,
the Merger Shares to be transferred to the Acquired Fund for distribution to the shareholders of the Acquired Fund on the Closing
Date will be duly qualified for offering to the public in all states of the United States in which the sale of shares of the Acquired
Fund presently are qualified, and there will be a sufficient number of such shares registered under the 1933 Act and, as may be
necessary, with each pertinent state securities commission to permit the transfers contemplated by this Agreement to be consummated.
(m) At or prior to the Closing Date,
the Acquiring Fund will have obtained any and all regulatory, trustee and shareholder approvals necessary to issue the Merger Shares
to the Acquired Fund.
| 2. | Representations and Warranties of the Acquired Fund. |
The Company, on behalf
of the Acquired Fund, represents and warrants to, and agrees with, the Acquiring Fund that:
(a) The Acquired Fund is a series of
the Company and, in conformity with the laws of the State of Maryland, has the power to own all of its assets and to carry out
its obligations under this Agreement. Each of the Company and the Acquired Fund has all necessary federal, state and local authorizations
to carry on its business as it is now being conducted and to carry out this Agreement.
(b) The Acquired Fund has elected to
be, and has met the requirements of subchapter M of the Code for treatment as a “regulated investment company” (“RIC”)
within the meaning of Section 851 of the Code at all times since its inception, and will continue to meet such requirements at
all times through the Closing Date. The Acquired Fund has not at any time since its inception been liable for, and is not now liable
for, and will not be liable for on the Closing Date, any material income or excise tax pursuant to Section 852 or Section 4982
of the Code.
(c) The Company, on behalf of the Acquired
Fund, has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary action of the Company’s Board, and this Agreement
constitutes a
valid and binding contract enforceable in accordance with its terms subject to approval by the Acquired Fund’s
shareholders and subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer
or similar laws relating to or affecting the rights or remedies of creditors’ generally; a party’s obligations of good
faith, fair dealing, diligence, reasonableness, or due notice; equitable rights, remedies, or defenses; indemnifications from or
against liability; and court decisions with respect thereto.
(d) The Acquiring Fund has been furnished
with: (i) the annual report of the Acquired Fund for the fiscal year ended August 31, 2013, and the audited financial statements
appearing therein, having been audited by Ernst & Young LLP, independent registered public accounting firm; and (b) the semiannual
report of the Acquired Fund for the six months ended February 28, 2014, which in each case fairly presents the financial condition
and result of operations of the Acquired Fund as of the date indicated, in conformity with U.S. generally accepted accounting principles
applied on a consistent basis.
(e) The Acquired Fund has no known liabilities
of a material nature, contingent or otherwise, other than those that are shown as belonging to it on its statement of assets and
liabilities as of February 28, 2014, and those incurred in the ordinary course of business as an investment company since such
date. As of the Valuation Time, the Acquired Fund will advise the Acquiring Fund in writing of all known liabilities, contingent
or otherwise, whether or not incurred in the ordinary course of business, existing or accrued as of such time.
(f) There are no material legal, administrative
or other proceedings pending or, to the knowledge of the Company or the Acquired Fund, threatened against the Company or the Acquired
Fund that assert liability on the part of the Company or the Acquired Fund, or that materially affect the financial condition of
the Company or the Acquired Fund or the Company’s or the Acquired Fund’s ability to consummate the Reorganization.
Neither the Company nor the Acquired Fund is charged with or, to the best of their knowledge, threatened with any violation or
investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling
relating to any aspect of their business.
(g) There are no material contracts
outstanding to which the Acquired Fund is a party that have not been disclosed in the N-14 Registration Statement or its registration
statement on Form N-1A or that will not otherwise be disclosed to the Acquiring Fund prior to the Valuation Time.
(h) Neither the Company nor the Acquired
Fund is obligated under any provision of the Articles or the Company’s By-laws dated August 16, 1988, as may be amended (the
“Company By-laws”), and neither is a party to any contract or other commitment or obligation, nor is subject to any
order or decree, which would be violated by its execution of or performance under this Agreement, except insofar as the Acquired
Fund and the Acquiring Fund may mutually agree that the Acquired Fund may take such necessary action to amend such contract or
other commitment or obligation to cure any potential violation as a condition precedent to the Reorganization.
(i) The Acquired Fund has filed, or
intends to file, or has obtained extensions to file, all federal, state and local tax returns which are required to be filed by
it, and has paid or has obtained extensions to pay, all federal, state and local taxes shown on said returns to be due and owing
and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All tax liabilities
of the Acquired Fund have been adequately provided for on its books, and no tax deficiency or liability of the Acquired Fund has
been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs.
(j) As used in this Agreement, the term
“Acquired Fund Investments” shall mean: (i) the investments of the Acquired Fund shown on its schedule of investments
as of the Valuation Time furnished to the Acquiring Fund; and (ii) all other assets owned by the Acquired Fund or liabilities incurred
as of the Valuation Time that have been disclosed in writing to the Acquiring Fund. At the Valuation Time and the Closing Date,
the Acquired Fund will have full right, power and authority to sell, assign, transfer and deliver the Acquired Fund Investments.
At the Closing Date, subject only to the obligation to deliver the
Acquired Fund Investments as contemplated by this Agreement,
the Acquired Fund will have good and marketable title to all of the Acquired Fund Investments, and the Acquiring Fund will acquire
all of the Acquired Fund Investments free and clear of any encumbrances, liens or security interests and without any restrictions
upon the transfer thereof (except those imposed by the federal or state securities laws and those imperfections of title or encumbrances
as do not materially detract from the value or use of the Acquired Fund Investments or materially affect title thereto).
(k) No consent, approval, authorization
or order of any court or governmental authority is required for the consummation by the Acquired Fund of the Reorganization, except
such as may be required under the 1933 Act, the 1934 Act, the 1940 Act or state securities laws.
(l) The N-14 Registration Statement,
on the effective date of the N-14 Registration Statement, at the time of the shareholders’ meeting referred to in Section
6(b) of this Agreement and at the Closing Date, insofar as it relates to the Acquired Fund:
(A) did and will
comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations
thereunder, and
(B) does not and
will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading; and the Proxy Statement/Prospectus included therein did not or will not contain
any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, however, that none of the representations and warranties
in this sub-section shall apply to statements in or omissions from the N-14 Registration Statement made in reliance upon and in
conformity with information furnished by the Acquiring Fund for use in the N-14 Registration Statement.
(m) All issued and outstanding shares
of the Acquired Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and nonassessable
by the Acquired Fund (“Acquired Fund Shares”). The Acquired Fund does not have outstanding any security of one class
that is convertible into any other class of the Acquired Fund Shares.
(n) All of the issued and outstanding
Acquired Fund Shares were offered for sale and sold in conformity with all applicable federal and state securities laws.
(o) The books and records of the Acquired
Fund made available to the Acquiring Fund and/or its counsel are substantially true and correct and contain no material misstatements
or omissions with respect to the operations of the Acquired Fund.
(p) The Acquired Fund will not sell
or otherwise dispose of any of the Merger Shares to be received in the Reorganization, except in distribution to the shareholders
of the Acquired Fund, as provided in Section 3 of this Agreement.
(a) Subject to the requisite approval
of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund agrees to sell,
convey, transfer and deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing
Date, all of the Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments) and to assume
all of the known liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant
to this Agreement, as soon as practicable after the Closing Date, the Company will redeem its Acquired Fund Shares in exchange
for all Merger Shares received by it and will distribute such Merger Shares to its shareholders. Such distributions shall be accomplished
by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in
the amounts due the shareholders of
the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time.
(b) The Acquired Fund will pay or cause
to be paid to the Acquiring Fund any interest the Acquired Fund receives on or after the Closing Date with respect to any of the
Acquired Fund Investments transferred to the Acquiring Fund hereunder.
(c) The Valuation Time shall be 4:00
p.m., Eastern Time, on the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation
Time”).
(d) Recourse for known liabilities assumed
from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund.
The known liabilities of the Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section
2(e) of this Agreement.
(e) The Acquired Fund will cease operations
and be terminated as a series of the Company following the Closing Date.
(a) On the Closing Date, the Acquiring
Fund will deliver to the Acquired Fund a number of full and fractional Merger Shares having an aggregate net asset value equal,
in the case of Class R6 shares of the Acquiring Fund, to the value of the assets of the Acquired Fund attributable to Institutional
Class Acquired Fund Shares, on such date less the value of the liabilities attributable to Institutional Class Acquired Fund Shares
assumed by the Acquiring Fund on that date, determined as hereinafter provided in this Section 4.
(b) The net asset value of the Merger
Shares to be delivered to the Acquired Fund, the value of the assets attributable to the Acquired Fund Shares, and the value of
the liabilities of the Acquired Fund to be assumed by the Acquiring Fund, shall in each case be determined as of the Valuation
Time.
(c) The net asset value of the Merger
Shares shall be computed in the manner set forth in the Acquiring Fund Prospectus. The value of the assets and liabilities of the
Acquired Fund shall be determined by the Acquiring Fund, in cooperation with the Acquired Fund, pursuant to procedures which the
Acquiring Fund would use in determining the fair market value of the Acquiring Fund’s assets and liabilities.
(d) No adjustment shall be made in the
net asset value of either the Acquired Fund or the Acquiring Fund to take into account differences in realized and unrealized gains
and losses.
(e) The Acquiring Fund shall issue the
Merger Shares to the Acquired Fund. The Acquired Fund shall promptly distribute the Merger Shares to the shareholders of the Acquired
Fund by establishing open accounts for each Acquired Fund shareholder on the share ledger records of the Acquiring Fund. Certificates
representing Merger Shares will not be issued to Acquired Fund shareholders.
(f) The Acquiring Fund shall assume
all of the known liabilities of the Acquired Fund, whether accrued or contingent, in connection with the acquisition of assets
and subsequent liquidation and termination of the Acquired Fund or otherwise.
(a) Except as otherwise provided in
this Section 5, John Hancock Advisers, LLC, and Robeco Investment Management, Inc., by countersigning this Agreement, agree that
they will bear any and all costs and expenses of the Reorganization incurred by the Acquiring Fund and the Acquired Fund; provided,
however, that the Acquiring Fund and the Acquired Fund will each pay any brokerage commissions, dealer mark-ups and similar expenses
(“Portfolio Expenses”) that it may incur in connection with the purchases or sale of portfolio securities; and provided,
further, that, the Acquiring Fund will pay all governmental fees
required in connection with the registration or qualification
of the Merger Shares under applicable state and federal laws.
(b) Notwithstanding any other provisions
of this Agreement, if for any reason the Reorganization contemplated by this Agreement is not consummated, neither the Acquiring
Fund nor the Acquired Fund shall be liable to the other for any damages resulting therefrom, including, without limitation, consequential
damages, except as specifically set forth above.
(c) Notwithstanding any of the foregoing,
costs and expenses will in any event be paid by the party directly incurring them if and to the extent that the payment by another
party of such costs and expenses would result in the disqualification of such party as a RIC.
| 6. | Covenants of the Acquired Fund and the Acquiring Fund. |
The Acquired Fund and
the Acquiring Fund hereby covenant and agree with the other as follows:
(a) Each of the Acquired Fund and the
Acquiring Fund will operate its business as presently conducted in the ordinary course of business between the date hereof and
the Closing Date, it being understood that with respect to the Acquired Fund, such ordinary course of business will include regular
and customary periodic dividends and distributions, and with respect to the Acquiring Fund, it shall be limited to such actions
as are customary to the organization of a new series prior to its commencement of operations.
(b) The Company, on behalf of the Acquired
Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and
take all other reasonable action necessary to obtain the required shareholder approval of the Reorganization contemplated hereby.
(c) In connection with the Acquired
Fund shareholders’ meeting referred to in sub-section (b) above, the Acquiring Fund will prepare the Prospectus/Proxy Statement
for such meeting, to be included in the N-14 Registration Statement, which the Trust, on behalf of the Acquiring Fund, will prepare
and file for registration under the 1933 Act of the Merger Shares to be distributed to the Acquired Fund’s shareholders pursuant
hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 1940 Act. The Acquiring Fund
will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired
Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to
itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules
and regulations thereunder and the state securities laws.
(d) The information to be furnished
by the Acquired Fund and the Acquiring Fund for use in the N-14 Registration Statement shall be accurate and complete in all material
respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto.
(e) The Trust, having filed a post-effective
amendment to its Registration Statement on Form N-1A (the “Trust’s N-1A Registration Statement”) with the Commission
registering the Acquiring Fund and its shares under the 1933 Act and 1940 Act, shall file any supplements and amendments as may
be required. The Acquiring Fund shall use all reasonable efforts to obtain the approvals and authorizations required by the 1933
Act, the 1940 Act, and to register the Acquiring Fund’s shares with such state securities agencies as it may deem appropriate,
in order to commence operations on the Closing Date.
(f) The Company shall, on behalf of
the Acquired Fund:
(A) following the
consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the State of Maryland, the Articles
and the Company By-laws, the 1940 Act and any other applicable law;
(B) not make any
distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately
providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and
(C) on and after
the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired
Fund.
(g) Each of the Acquired Fund and the
Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or
before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves
have been provided for the payment of such taxes.
(h) The Acquiring Fund agrees to report
the Reorganization as a reorganization qualifying under Section 368(a)(1)(F) of the Code, with the Acquiring Fund as the successor
to the Acquired Fund. Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including,
without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization
within the meaning of Section 368(a)(1)(F) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization
within the meaning of such Code section. At or prior to the Closing Date, the Company, the Trust, and the Funds will take such
action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP, counsel to the Acquired Fund,
to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably
requested by and addressed to K&L Gates LLP).
(i) In connection with the covenant
in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return,
amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting
any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of nine (9) years following the
Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the
Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods.
(a) Delivery of the assets of the Acquired
Fund to be transferred, together with any other Acquired Fund Investments, assumption of the known liabilities of the Acquired
Fund to be assumed, and delivery of the Merger Shares to be issued as provided in this Agreement shall be made at such place and
time as the Acquired Fund and Acquiring Fund shall mutually agree, as of the close of business on September 26, 2014 or at such
other time and date agreed to by the Acquired Fund and the Acquiring Fund, the date and time upon which such delivery is to take
place being referred to herein as the “Closing Date.”
(b) To the extent that any Acquired
Fund Investments, for any reason, are not transferable on the Closing Date, the Acquired Fund shall cause such Acquired Fund Investments
to be transferred to the Acquiring Fund’s account with its custodian at the earliest practicable date thereafter.
(c) The Acquired Fund will deliver to
the Acquiring Fund on the Closing Date confirmation or other adequate evidence as to the tax basis of the Acquired Fund Investments
delivered to the Acquiring Fund hereunder.
(d) As soon as practicable after the
close of business on the Closing Date, the Acquired Fund shall deliver to the Acquiring Fund a list of the names and addresses
of all of the shareholders of record of the Acquired Fund on the Closing Date and the number of Acquired Fund Shares owned by each
such shareholder, certified to the best of its knowledge and belief by the transfer agent for the Acquired Fund or by its President.
| 8. | Conditions of the Acquired Fund’s Obligations. |
The obligations of
the Acquired Fund hereunder shall be subject to the following conditions:
(a) That this Agreement shall have been
adopted, and the Reorganization shall have been approved, by the Trust’s Board and that the Acquiring Fund shall have delivered
to the Acquired Fund a copy of the resolutions approving this Agreement adopted by the Trust’s Board certified by its Secretary.
(b) That the Acquiring Fund shall have
furnished to the Acquired Fund a certificate signed by the Acquiring Fund’s President (or any Vice President) or its Treasurer,
dated as of the Closing Date, certifying that, as of the Valuation Time and as of the Closing Date, all representations and warranties
of the Acquiring Fund made in this Agreement are true and correct in all material respects with the same effect as if made at and
as of such dates, and that the Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its
part to be performed or satisfied at or prior to each of such dates.
(c) That there shall not be any material
litigation pending with respect to the matters contemplated by this Agreement.
(d) That the Acquired Fund shall have
received the opinion, in form satisfactory to the Company, of K&L Gates LLP, counsel for the Acquiring Fund, dated as of the
Closing Date, addressed to the Acquired Fund substantially in the form and to the effect that:
(A) both the Acquiring
Fund and the Trust are duly formed and validly existing under the laws of The Commonwealth of Massachusetts;
(B) the Acquiring
Fund is a separate series of the Trust, an open-end, management investment company registered under the 1940 Act;
(C) this Agreement
and the Reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite
action of the Trust’s Board, and this Agreement has been duly executed and delivered by the Trust on behalf of the Acquiring
Fund and (assuming this Agreement is a valid and binding obligation of the other party hereto) is a valid and binding obligation
of the Acquiring Fund;
(D) neither the
execution or delivery by the Trust on behalf of the Acquiring Fund of this Agreement nor the consummation by the Acquiring Fund
of the Reorganization contemplated hereby violates any provision of any statute or any published regulation or any judgment or
order disclosed to counsel by the Acquiring Fund as being applicable to the Acquiring Fund;
(E) the Merger Shares
have been duly authorized and, upon issuance thereof in accordance with this Agreement, will be validly issued, fully paid and
nonassessable, except to the extent shareholders could under certain circumstances, in accordance with Massachusetts law, be held
personally liable for the obligations of the Acquiring Fund; and
(F) to their knowledge
and subject to the qualifications set forth below, the execution and delivery by the Trust on behalf of the Acquiring Fund of this
Agreement and the consummation of the Reorganization herein contemplated do not require, under the laws of The Commonwealth of
Massachusetts or any state in which the Acquiring Fund is qualified to do business or the federal laws of the United States, the
consent, approval, authorization, registration, qualification or order of, or filing with, any court or governmental agency or
body (except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act or the rules and regulations thereunder).
Counsel need express no opinion, however, as to any such consent, approval, authorization, registration, qualification, order or
filing that may be required as a result of the involvement of other parties to this Agreement in the transactions herein contemplated
because of their legal or regulatory status or because of any other facts specifically pertaining to them.
(e) That the Acquired Fund shall have
obtained an opinion, in form satisfactory to the Company, from K&L Gates LLP dated as of the Closing Date, addressed to the
Company, on behalf of the Acquired Fund, and based upon such representations of the parties as K&L Gates LLP may reasonably
request, that the consummation of the Reorganization set forth in this Agreement complies with the requirements of a reorganization
as described in Section 368(a) of the Code.
(f) That all proceedings taken by the
Acquiring Fund and its counsel in connection with the Reorganization, and all documents incidental thereto shall be satisfactory
in form and substance to the Company.
(g) That the N-14 Registration Statement
shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or,
to the knowledge of the Trust or the Acquiring Fund, be contemplated by the Commission.
(h) That the Trust’s N-1A Registration
Statement shall have become effective under the 1933 Act, and that no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of the Trust or the Acquiring Fund, be contemplated by the Commission.
| 9. | Conditions of the Acquiring Fund’s Obligations. |
The obligations of
the Acquiring Fund hereunder shall be subject to the following conditions:
(a) That this Agreement shall have been
adopted, and the Reorganization shall have been approved, by the Company’s Board and by the affirmative vote of the holders
of a majority of the outstanding Acquired Fund Shares (as defined in the Articles); and the Acquired Fund shall have delivered
to the Acquiring Fund a copy of the resolutions approving this Agreement adopted by the Company’s Board, and a certificate
setting forth the vote of the holders of the Acquired Fund Shares obtained, each certified by such Board’s Secretary.
(b) That the Acquired Fund shall have
furnished to the Acquiring Fund a statement of its assets, liabilities and capital, with values determined as provided in Section
4 of this Agreement, together with a schedule of investments with their respective dates of acquisition and tax costs, all as of
the Valuation Time, certified on the Acquired Fund’s behalf by its President (or any Vice President) or its Treasurer, and
a certificate signed by the Acquired Fund’s President (or any Vice President) or its Treasurer, dated as of the Closing Date,
certifying that as of the Valuation Time and as of the Closing Date there has been no material adverse change in the financial
position of the Acquired Fund since the date of the Acquired Fund’s most recent annual report or semiannual report, as applicable,
other than changes in the Acquired Fund Investments since that date or changes in the market value of the Acquired Fund Investments.
(c) That the Acquired Fund shall have
furnished to the Acquiring Fund a certificate signed by the Acquired Fund’s President (or any Vice President) or its Treasurer,
dated as of the Closing Date, certifying that as of the Valuation Time and as of the Closing Date, all representations and warranties
of the Acquired Fund made in this Agreement are true and correct in all material respects with the same effect as if made at and
as of such dates and the Acquired Fund has complied with all of the agreements and satisfied all of the conditions on its part
to be performed or satisfied at or prior to such dates.
(d) That there shall not be any material
litigation pending with respect to the matters contemplated by this Agreement.
(e) That the Acquiring Fund shall have
received the opinion, in form satisfactory to the Trust, of Drinker Biddle & Reath LLP, counsel for the Acquired Fund, dated
as of the Closing Date, addressed to the Acquiring Fund, substantially in the form and to the effect that:
(A) both the Acquired
Fund and the Company are duly formed and validly existing under the laws of the State of Maryland;
(B) the Acquired
Fund is a separate series of the Company, an open-end, management investment company registered under the 1940 Act;
(C) this Agreement
and the Reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite
action of the Company’s Board, and this Agreement has been duly executed and delivered by the Company on behalf of the Acquired
Fund and (assuming this Agreement is a valid and binding obligation of the other party hereto) is a valid and binding obligation
of the Acquired Fund;
(D) neither the
execution or delivery by the Company on behalf of the Acquired Fund of this Agreement nor the consummation by the Acquired Fund
of the Reorganization contemplated hereby violates any provision of any statute, or any published regulation or any judgment or
order disclosed to counsel by the Acquired Fund as being applicable to the Acquired Fund; and
(E) to their knowledge
and subject to the qualifications set forth below, the execution and delivery by the Company, on behalf of the Acquired Fund, of
the Agreement and the consummation of the Reorganization herein contemplated do not require, under the laws of the State of Maryland
or any state in which the Acquired Fund is qualified to do business, or the federal laws of the United States, the consent, approval,
authorization, registration, qualification or order of, or filing with, any court or governmental agency or body (except such as
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act or the rules and regulations thereunder). Counsel need express
no opinion, however, as to any such consent, approval, authorization, registration, qualification, order or filing that may be
required as a result of the involvement of other parties to this Agreement in the transactions herein contemplated because of their
legal or regulatory status or because of any other facts specifically pertaining to them. Such opinion may rely on an opinion of
Venable LLP to the extent set forth in such opinion, in which case, Drinker Biddle & Reath LLP shall provide a copy of Venable
LLP’s opinion to the Acquiring Fund.
(f) That the Acquiring Fund shall have
obtained an opinion from K&L Gates LLP dated as of the Closing Date, addressed to the Trust, on behalf of the Acquiring Fund,
and based upon such representations of the parties as K&L Gates LLP may reasonably request, that the consummation of the Reorganization
set forth in this Agreement complies with the requirements of a reorganization as described in Section 368(a) of the Code.
(g) That the N-14 Registration Statement
shall have become effective under the 1933 Act and no stop order suspending such effectiveness shall have been instituted or, to
the knowledge of the Company or the Acquired Fund, be contemplated by the Commission.
(h) That the Trust’s N-1A Registration
Statement shall have become effective under the 1933 Act, and that no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of the Trust or the Acquiring Fund, be contemplated by the Commission.
(i) That the Acquired Fund’s custodian
shall have delivered to the Acquiring Fund a certificate identifying all assets of the Acquired Fund held or maintained by such
custodian as of the Valuation Time.
(j) That all proceedings taken by the
Acquired Fund and its counsel in connection with the Reorganization and all documents incidental thereto shall be satisfactory
in form and substance to the Trust.
| 10. | Termination, Postponement and Waivers. |
(a) Notwithstanding anything contained
in this Agreement to the contrary, this Agreement may be terminated and the Reorganization abandoned at any time (whether before
or after adoption thereof by the shareholders of the Acquired Fund) prior to the Closing Date, or the Closing Date may be postponed,
(A) by consent of
the Boards of the Company and the Trust, acting on behalf of their respective Funds;
(B) by the Company’s
Board, on behalf of the Acquired Fund, if any condition of the Acquired Fund’s obligations set forth in Section 8 of this
Agreement has not been fulfilled or waived by such Board;
(C) by the Trust’s
Board, on behalf of the Acquiring Fund, if any condition of the Acquiring Fund’s obligations set forth in Section 9 of this
Agreement has not been fulfilled or waived by such Board; or
(D) by either party
because of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed
by the other party at or prior to the Closing.
(b) If the Reorganization contemplated
by this Agreement has not been consummated by September 26, 2015, this Agreement automatically shall terminate on that date, unless
a later date is agreed to by the Boards of the Company and the Trust, acting on behalf of their respective Funds.
(c) In the event of termination of this
Agreement pursuant to the provisions hereof, the same shall become void and have no further effect, and there shall not be any
liability on the part of the Acquired Fund, the Acquiring Fund or persons who are their Directors, Trustees, officers, agents or
shareholders in respect of this Agreement.
(d) At any time prior to the Closing
Date, any of the terms or conditions of this Agreement may be waived by the Board of the Company or the Trust, on behalf of whichever
Fund is entitled to the benefit thereof, if, in the judgment of such Board after consultation with its counsel, such action or
waiver will not have a material adverse effect on the benefits intended under this Agreement to the shareholders of the respective
Fund, on behalf of which such action is taken.
(e) The respective representations and
warranties contained in Sections 1 and 2 of this Agreement shall expire with, and be terminated by, the consummation of the Reorganization,
and the Acquired Fund and the Acquiring Fund, and the officers, Directors, Trustees, agents or shareholders of such Funds shall
not have any liability with respect to such representations or warranties after the Closing Date. This provision shall not protect
any officer, Director, Trustee, agent or shareholder of either the Acquired Fund or the Acquiring Fund against any liability to
the entity for which that officer, Director, Trustee, agent or shareholder so acts or to its shareholders, to which that officer,
Director, Trustee, agent or shareholder otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence,
or reckless disregard of his or her duties in the conduct of such office.
(f) If any order or orders of the Commission
with respect to this Agreement shall be issued prior to the Closing Date and shall impose any terms or conditions that are determined
by action of the Boards of the Company and the Trust to be acceptable, such terms and conditions shall be binding as if a part
of this Agreement without further vote or approval of the shareholders of the Acquired Fund unless such terms and conditions shall
result in a change in the method of computing the number of Merger Shares to be issued to the Acquired Fund, in which event, unless
such terms and conditions shall have been included in the proxy solicitation materials furnished to the shareholders of the Acquired
Fund prior to the meeting at which the Reorganization shall have been approved, this Agreement shall not be consummated and shall
terminate unless the Acquired Fund promptly shall call a special meeting of shareholders at which such conditions so imposed shall
be submitted for approval.
(a) Each party (an “Indemnitor”)
shall indemnify and hold the other and its officers, Directors, Trustees, agents and persons controlled by or controlling any of
them (each an “Indemnified Party”) harmless from and against any and all losses, damages, liabilities, claims, demands,
judgments, settlements,
deficiencies, taxes, assessments, charges, costs and expenses of any nature whatsoever (including reasonable
attorneys’ fees) including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees reasonably incurred by such Indemnified Party in connection with the defense or disposition of any claim, action, suit or
other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnified
Party may be or may have been involved as a party or otherwise or with which such Indemnified Party may be or may have been threatened
(collectively, the “Losses”) arising out of or related to any claim of a breach of any representation, warranty or
covenant made herein by the Indemnitor, provided, however, that no Indemnified Party shall be indemnified hereunder against any
Losses arising directly from such Indemnified Party’s: (i) willful misfeasance; (ii) bad faith; (iii) gross negligence; or
(iv) reckless disregard of the duties involved in the conduct of such Indemnified Party’s position.
(b) The Indemnified Party shall use
its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect
of which indemnity may be sought hereunder. The Indemnified Party shall give written notice to Indemnitor within the earlier of
ten (10) days of receipt of written notice to Indemnified Party or thirty (30) days from discovery by Indemnified Party of any
matters which may give rise to a claim for indemnification or reimbursement under this Agreement. The failure to give such notice
shall not affect the right of Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected
the rights of the Indemnitor. At any time after ten (10) days from the giving of such notice, Indemnified Party may, at its option,
resist, settle or otherwise compromise, or pay such claim unless it shall have received notice from Indemnitor that Indemnitor
intends, at Indemnitor’s sole cost and expense, to assume the defense of any such matter, in which case Indemnified Party
shall have the right, at no cost or expense to Indemnitor, to participate in such defense. If Indemnitor does not assume the defense
of such matter, and in any event until Indemnitor states in writing that it will assume the defense, Indemnitor shall pay all costs
of Indemnified Party arising out of the defense until the defense is assumed; provided, however, that Indemnified Party shall consult
with Indemnitor and obtain Indemnitor’s prior written consent to any payment or settlement of any such claim. Indemnitor
shall keep Indemnified Party fully apprised at all times as to the status of the defense. If Indemnitor does not assume the defense,
Indemnified Party shall keep Indemnitor apprised at all times as to the status of the defense. Following indemnification as provided
for hereunder, Indemnitor shall be subrogated to all rights of Indemnified Party with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made.
(a) All covenants, agreements, representations
and warranties made under this Agreement and any certificates delivered pursuant to this Agreement shall be deemed to have been
material and relied upon by each of the parties, notwithstanding any investigation made by them or on their behalf.
(b) All notices hereunder shall be sufficiently
given for all purposes hereunder if in writing and delivered personally or sent by registered mail or certified mail, postage prepaid.
Notice to the Acquired Fund shall be addressed to Robeco Boston Partners International Equity Fund, c/o The RBB Fund, Inc., Bellevue
Park Corporate Center, 103 Bellevue Parkway, Wilmington, Delaware 19809, Attention: President, or at such other address as the
Acquired Fund may designate by written notice to the Acquiring Fund. Notice to the Acquiring Fund shall be addressed to John Hancock
Disciplined Value International Fund, c/o John Hancock Investment Trust, 601 Congress Street, Boston, Massachusetts 02210, Attention:
Chief Legal Officer, or at such other address and to the attention of such other person as the Acquiring Fund may designate by
written notice to the Acquired Fund. Any notice shall be deemed to have been served or given as of the date such notice is delivered
personally or mailed.
(c) This Agreement supersedes all previous
correspondence and oral communications between the parties regarding the Reorganization, constitutes the only understanding with
respect to the Reorganization, may not be changed except by a letter of agreement signed by each party and shall be governed by
and construed in accordance with the laws of The Commonwealth of Massachusetts applicable to agreements made and to be performed
in said state.
(d) It is expressly agreed that the
obligations of the Company, on behalf of the Acquired Fund, and the Trust, on behalf of the Acquiring Fund, hereunder shall not
be binding upon any of its respective Directors, Trustees, shareholders, nominees, officers, agents, or employees personally, but
shall bind only the respective Fund’s property, as provided in the Articles or the Declaration, as the case may be. The execution
and delivery of this Agreement has been authorized by the Board of the Company, on behalf of the Acquired Fund, and by the Board
of the Trust, on behalf of the Acquiring Fund, and signed by authorized officers of each respective Fund, acting as such, and neither
such authorization by such directors or trustees, nor such execution and delivery by such officers shall be deemed to have been
made by any of them individually or to impose any liability on any of them personally, but shall bind only the Fund property on
behalf of the relevant Fund as provided in the Articles or the Declaration, as the case may be.
(e) This Agreement may be executed in
any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original but all such counterparts
together shall constitute but one instrument.
IN WITNESS WHEREOF,
the parties have hereunto caused this Agreement to be executed and delivered by their duly authorized officers as of the day and
year first written above.
JOHN HANCOCK INVESTMENT TRUST,
on behalf of its John Hancock Disciplined Value International Fund
| By: |
/s/ Andrew G. Arnott |
| Name: |
Andrew G. Arnott |
| Title: |
President |
| |
|
| Attest: |
/s/ Nicholas J. Kolokithas |
| Name: |
Nicholas J. Kolokithas |
| Title: |
Assistant Secretary |
| |
|
THE RBB FUND, INC.
on behalf of its Robeco Boston Partners International Equity Fund
| By: |
/s/ Salvatore Faia |
| Name: |
Salvatore Faia, JD, CPA, CFE |
| Title: |
President |
| |
The RBB Fund, Inc. |
| |
|
| Attest: |
/s/Diane Drake |
| Name: |
Diane Drake |
| Title: |
Secretary |
Agreed and accepted as to Section 5 only:
JOHN HANCOCK ADVISERS, LLC,
on behalf of itself and its affiliates
| By: |
/s/ Leo Zerilli |
| Name: |
Leo Zerilli |
| Title: |
Senior Vice President and Chief Investment Officer |
| |
|
ROBECO INVESTMENT MANAGEMENT, INC.,
on behalf of itself and its affiliates
| By: |
/s/ William G. Butterly |
| Name: |
William. G. Butterly, III |
| Title: |
Chief Operating Officer / Senior Managing Director |
| |
|
| By: |
/s/ Matthew J. Davis |
| Name: |
Matthew J. Davis |
| Title: |
Chief Financial Officer / Senior Managing Director |
