Exhibit 4
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of
Reorganization (the “Agreement”) is made as of October 16, 2020, by and between International Value Fund (the
“Acquired Fund”), a series of John Hancock Funds II (the “Acquired Fund Trust”), a Massachusetts
business trust, and Disciplined Value International Fund (the “Acquiring Fund”), a series of John Hancock Investment
Trust (the “Acquiring Fund Trust”), also a Massachusetts business trust.
The reorganization will consist
of the transfer of all assets of the Acquired Fund attributable to each class of its shares in exchange for shares of the Acquiring Fund
as described below (the “Merger Shares”), and the assumption by the Acquiring Fund of substantially all of the liabilities
of the Acquired Fund and the distribution of the Merger Shares to the shareholders of the Acquired Fund in liquidation of the Acquired
Fund, all upon the terms and conditions set forth in this Agreement.
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 Acquiring Fund 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 shares of the Acquiring Fund Trust, a Massachusetts business trust duly organized and validly existing under,
and in conformity with, the laws of the Commonwealth of Massachusetts, and has the power to own all of its assets and to carry out its
obligations under this Agreement. The Acquiring Fund 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 Acquiring Fund Trust. Each of the Acquiring
Fund 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 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open-end management investment company and such registration has not been revoked or rescinded and is in full force and effect, and the
Acquiring Fund is a separate diversified series thereof duly designated in accordance with the applicable provisions of the Acquiring
Fund Trust’s Amended and Restated Declaration of Trust, dated January 22, 2016, as may be amended (the “Acquiring Fund
Trust Declaration”), and the 1940 Act.
(c) The
Acquiring Fund has elected to be, and has met the requirements of subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”)
for treatment as, a “regulated investment company” (“RIC”) within the meaning of Sections 851 and 852 of
the Code at all times since its inception, and will continue to meet such requirements at all times through the Closing Date (as defined
in Section 7 herein) and thereafter. The Acquiring Fund has not at any time since its inception been liable for, and is not now liable
for, any material income or excise tax pursuant to Sections 852 or 4982 of the Code.
(d) The
Acquired Fund has been furnished with: (i) the annual report of the Acquiring Fund for the fiscal year ended August 31, 2019, and the
audited financial statements appearing therein, having been audited by PricewaterhouseCoopers LLP (“PwC”), independent
registered public accounting firm; and (ii) the unaudited semiannual report of the Acquiring Fund for the six months ended February 29,
2020, which, in each case, fairly presents the financial condition and result of operations of the Acquiring Fund as of the date of the
respective reports, in conformity with accounting principles generally accepted in the United States applied on a consistent basis.
(e) The
Acquiring Fund has no known liabilities of a material nature, contingent or otherwise, other than those that will be shown as belonging
to it on its statement of assets and liabilities as of February 28, 2020, and those incurred in the ordinary course of business as an
investment company since such date. As of the Valuation Time (as defined in Section 3(e)), 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.
(f) The
Acquiring Fund 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 board of
trustees of the Acquiring Fund Trust (the “Acquiring Fund Trust Board of Trustees”), 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, moratorium, fraudulent conveyance, and similar laws relating to or affecting creditors’
rights generally and court decisions with respect thereto.
(g) Except
as has been disclosed in writing to the Acquired Fund, there are no material legal, administrative or other proceedings pending or, to
the knowledge of the Acquiring Fund Trust or the Acquiring Fund, threatened against the Acquiring Fund Trust or the Acquiring Fund which
assert liability on the part of the Acquiring Fund Trust or the Acquiring Fund or which materially affect the financial condition of the
Acquiring Fund Trust or the Acquiring Fund or the Acquiring Fund Trust’s or the Acquiring Fund’s ability to consummate the
Reorganization. Neither the Acquiring Fund Trust nor the Acquiring Fund is charged with or, to the best of its 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 its business.
(h) Neither
the Acquiring Fund Trust nor the Acquiring Fund is obligated under any provision of the Acquiring Fund Trust Declaration or the Acquiring
Fund Trust’s By-laws, dated June 28, 2005, as may be amended (the “Acquiring Fund Trust 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 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.
(i) 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 (k) below) or that will not otherwise be disclosed to the Acquired Fund prior to the Valuation Time.
(j) 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”), and the 1940 Act or state securities laws (which
term as used herein shall include the laws of the District of Columbia and Puerto Rico).
(k) The
registration statement on Form N-14 filed with the Securities and Exchange Commission (the “Commission”) by the Acquiring
Fund 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, insofar as it relates to the Acquiring Fund,
(i) 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
(ii) 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.
(l) The
Acquiring Fund’s investment operations from inception to the date hereof have been in compliance in all material respects with the
investment policies and investment restrictions set forth in the N-14 Registration Statement.
(m) 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 above that the outstanding shares will be nonassessable, it
is noted that the Acquiring Fund Trust 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 convertible into any of the Acquiring Fund shares.
(n) 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 NAV and 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 Acquiring
Fund Trust 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 Trust.
(o) 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.
(p) 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.
(q) The
Acquiring Fund has timely 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 such
tax returns are true, correct and complete in all material respects. All tax liabilities of the Acquiring Fund have been adequately provided
for on its books, and no tax deficiency or liability of the Acquiring 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.
2. Representations
and Warranties of the Acquired Fund.
The Acquired Fund Trust, 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 shares of the Acquired Fund Trust, a Massachusetts business trust duly organized and validly existing under,
and in good standing in conformity with, the laws of the Commonwealth of Massachusetts, and has the power to own all of its assets and
to carry out its obligations under this Agreement. The Acquired Fund 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 Acquired Fund Trust. Each
of the Acquired Fund Trust 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 Trust is duly registered under 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, and the Acquired Fund is a separate diversified series thereof duly designated in
accordance with the applicable provisions of the Acquired Fund Trust’s Amended and Restated Agreement and Declaration of Trust,
dated January 22, 2016, as may be amended (the “Acquired Fund Trust Declaration”), and the 1940 Act.
(c) The
Acquired Fund has elected to be, and has met the requirements of subchapter M of the Code for treatment as, a RIC within the meaning of
Sections 851 and 852 of the Code at all times since its inception, and will continue to meet such requirements at all times through the
Closing Date with respect to its taxable year ending on 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 Sections
852 or 4982 of the Code.
(d) The
Acquired Fund Trust, 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 board of
trustees of the Acquired Fund Trust (the “Acquired Fund Trust Board of Trustees”), 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, moratorium, fraudulent conveyance, and similar laws relating to or affecting creditors’
rights generally and court decisions with respect thereto.
(e) The
Acquiring Fund has been furnished with: (i) the annual report of the Acquired Fund for the fiscal year ended August 31, 2019, and the
audited financial statements appearing therein, having been audited by PwC, independent registered public accounting firm; and
(ii) the unaudited semiannual report of the Acquired Fund for the six months ended February 29, 2020, which, in each case, fairly presents
the financial condition and result of operations of the Acquired Fund as of the date of the respective reports, in conformity with accounting
principles generally accepted in the United States applied on a consistent basis.
(f) The
Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those that will be shown as belonging
to it on its statement of assets and liabilities as of February 29, 2020, 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.
(g) Except
as has been disclosed in writing to the Acquiring Fund, there are no material legal, administrative, or other proceedings pending or,
to the knowledge of the Acquired Fund Trust or the Acquired Fund, threatened against the Acquired Fund Trust or the Acquired Fund which
assert liability on the part of the Acquired Fund Trust or the Acquired Fund or which materially affect the financial condition of the
Acquired Fund Trust or the Acquired Fund or the Acquired Fund Trust’s or the Acquired Fund’s ability to consummate the Reorganization.
Neither the Acquired Fund Trust nor the Acquired Fund is charged with or, to the best of its 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 its business.
(h) 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 that will not otherwise be disclosed to the Acquiring Fund prior to the Valuation Time.
(i) Neither
the Acquired Fund Trust nor the Acquired Fund is obligated under any provision of the Acquired Fund Trust Declaration or the Amended and
Restated Acquired Fund Trust’s By-laws, dated June 28, 2005, as may be amended (the “Acquired Fund Trust 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.
(j) The
Acquired Fund has timely 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 such
tax returns are true, correct and complete in all material respects. 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.
(k) 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. 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).
(l) 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.
(m) 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,
(i) 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
(ii) 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.
(n) 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”). In regard to the statement above that the Acquired
Fund Shares will be nonassessable, it is noted that the Acquired Fund Trust is a “Massachusetts business trust” and under
Massachusetts’ law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Acquired
Fund. The Acquired Fund does not have outstanding any security convertible into any of the Acquired Fund Shares.
(o) All
of the issued and outstanding shares of the Acquired Fund were offered for sale and sold in conformity with all applicable federal and
state securities laws.
(p) 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.
(q) 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.
3. The
Reorganization.
(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 substantially all of the 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 Acquired Fund will distribute all Merger Shares received
by it to its shareholders in exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. 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) If
it is determined that the portfolios of the Acquired Fund and the Acquiring Fund, when aggregated, would contain investments exceeding
certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Acquired Fund, if requested by the
Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of
the Closing Date. Notwithstanding the foregoing,
(i) nothing
herein will require the Acquired Fund to dispose of any portfolios, securities, or other investments, if, in the reasonable judgment of
the Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment advisor, such disposition would adversely affect the
tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired
Fund; and
(ii) nothing
will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring
Fund Trust Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature
of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund.
(c) Prior
to the Closing Date, the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have
the effect of distributing to its shareholders all of its net investment company taxable income, if any (computed without regard to any
deduction for dividends paid), all of its net tax-exempt income, if any, and all of its net capital gain, if any, in each case for its
taxable year beginning on September 1, 2019 and ending on the Closing Date and, if still timely under Section 855 of the Code, the taxable
year ending on August 31, 2019
(d) 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.
(e) 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”).
(f) Recourse
for 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(k) of this Agreement.
(g) The
Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under
Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state.
(h) The
Acquiring Fund will (a) file with the Secretary of the Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund Trust
Declaration and (b) implement any amendment to the Acquiring Fund Trust By-laws necessary to consummate the Reorganization.
4. Valuation.
(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 on such date, determined as hereinafter provided in this Section 4:
(i) in
the case of Class NAV shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired
Fund attributable to the Acquired Fund’s Class NAV shares.
(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 then-current prospectus or statement of additional
information of the Acquiring Fund. 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 substantially all of the liabilities of the Acquired Fund, whether accrued or contingent, in connection with
the acquisition of assets and subsequent liquidation and dissolution of the Acquired Fund or otherwise, except for the Acquired Fund’s
liabilities, if any, arising pursuant to this Agreement.
5. Payment
of Expenses.
(a) Except
as otherwise provided in this Section 5, each Fund will pay an equal portion of the costs that are incurred in connection with the Reorganization.
The Acquiring Fund and the Acquired Fund will each pay any brokerage commissions, dealer mark-ups, and similar expenses that it may incur
in connection with the purchases or sale of portfolio securities, and 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) In
the event that the Reorganization contemplated by this Agreement is not consummated, then John Hancock Investment Management LLC, investment
advisor to the Acquired and Acquiring Funds, will bear all the costs and expenses incurred in connection with such Reorganization.
(c) 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.
(d) 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 “regulated investment
company” within the meaning of subchapter M of the Code.
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 such ordinary course of business will include regular and customary periodic
dividends and distributions.
(b) The
Acquired Fund Trust, 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 Acquiring Fund 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 hereto.
(e) The
Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include
any securities that the Acquiring Fund is not permitted to acquire.
(f) Subject
to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do
or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party’s obligations
to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions.
(g) The
Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such
of the state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.
(h) The
Acquired Fund Trust shall:
(i) following
the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts,
the Acquired Fund Trust Declaration, the Acquired Fund Trust By-laws, the 1940 Act, and any other applicable law;
(ii) 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
(iii) 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.
(i) 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 (taking into account extensions) 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.
(j) At
or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust, and the Acquired Fund will take such
action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP (“K&L Gates”),
special counsel to the Acquired Fund and the Acquiring 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).
(k) In
connection with the covenant in subsection (j) 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 ten (10) 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.
(l) After
the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state
or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation
and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities.
Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of
taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to
the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by
the investment advisor or an affiliate thereof.
(m) Following
the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust,
an open-end management investment company registered under the 1940 Act.
7. Closing
Date.
(a) Delivery
of the assets of the Acquired Fund to be transferred, together with any other Acquired Fund Investments, assumption of the 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 October 16, 2020, 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: (i) copies of all relevant tax books and records; and (ii) 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
the Acquiring Fund Trust Board of Trustees has determined that participation in the Reorganization is in the best interests of the Acquiring
Fund and that the interests of the existing shareholders thereof will not be diluted as a result of the Reorganization, that this Agreement
shall have been adopted, and the Reorganization shall have been approved, by the Acquiring Fund Trust Board of Trustees, and that the
Acquiring Fund shall have delivered to the Acquired Fund a copy of the resolutions approving this Agreement adopted by the Acquiring Fund
Trust Board of Trustees certified by its Secretary or Assistant Secretary.
(b) That
the Acquiring Fund shall have furnished to the Acquired 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 the Acquiring Fund’s investments with their respective dates
of acquisition and tax costs, all as of the Valuation Time, certified on the Acquiring Fund’s behalf by its President (or any Vice
President) or its Treasurer (or any Assistant Treasurer), and a certificate signed by the Acquiring Fund’s President (or any Vice
President) or its Treasurer (or any Assistant 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 Acquiring Fund since the date of the Acquiring
Fund’s most recent annual report or semiannual report, as applicable, other than changes in its portfolio securities since that
date or changes in the market value of its portfolio securities.
(c) That
the Acquiring Fund shall have furnished to the Acquired Fund a certificate signed by the Acquiring Fund Trust’s President (or any
Vice President), its Chief Financial Officer, or its Treasurer (or any Assistant 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.
(d) That
there shall not be any material litigation pending with respect to the matters contemplated by this Agreement.
(e) That
the Acquired Fund shall have received the opinion(s) of K&L Gates, 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:
(i) both
the Acquiring Fund and the Acquiring Fund Trust are duly formed and validly existing under the laws of the Commonwealth of Massachusetts;
(ii) the
Acquiring Fund is a separate series of the Acquiring Fund Trust, an open-end, management investment company registered under the 1940
Act;
(iii) 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 Acquiring Fund Trust Board of Trustees, and this Agreement has been duly executed and delivered by the Acquiring
Fund 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;
(iv) neither
the execution or delivery by the Acquiring Fund 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;
(v) the
Merger Shares have each 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
(vi) to
their knowledge and subject to the qualifications set forth below, the execution and delivery by the Acquiring Fund 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, 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 which
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.
(f) That
the Acquired Fund shall have obtained an opinion from K&L Gates dated as of the Closing Date (which opinion will be subject to certain
qualifications), addressed to the Acquired Fund, and based upon such representations of the parties as K&L Gates may reasonably request
and the existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, and court decisions,
that the Reorganization set forth in this Agreement does not qualify as a reorganization as described in Section 368(a) of the Code.
(g) 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 Acquired Fund.
(h) 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 Acquiring Fund 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
the Acquired Fund Trust Board of Trustees has determined that participation in the Reorganization is in the best interests of the Acquired
Fund and that the interests of the existing shareholders thereof will not be diluted as a result of the Reorganization, that this Agreement
shall have been adopted, and the Reorganization shall have been approved, by the Acquired Fund Trust Board of Trustees and by the affirmative
vote of the holders of a majority of the outstanding Acquired Fund Shares (as defined in the Acquired Fund Trust Declaration); and the
Acquired Fund shall have delivered to the Acquiring Fund a copy of the resolutions approving this Agreement adopted by the Acquired Fund
Trust Board of Trustees, and a certificate setting forth the vote of the holders of the Acquired Fund Shares obtained, each certified
by its Secretary or Assistant 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 the Acquired Fund’s 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 (or any Assistant Treasurer), and a certificate signed by the Acquired Fund’s President (or any Vice
President) or its Treasurer (or any Assistant 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 Trust’s President (or any
Vice President), its Chief Financial Officer or its Treasurer (or any Assistant 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 that 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 each of 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(s) of K&L Gates, 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:
(i) both
the Acquired Fund and the Acquired Fund Trust are duly formed and validly existing under the laws of the Commonwealth of Massachusetts;
(ii) the
Acquired Fund is a separate series of the Acquired Fund Trust, an open-end, management investment company registered under the 1940 Act;
(iii) 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 Acquired Fund Board, and this Agreement has been duly executed and delivered by the Acquired Fund Trust 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;
(iv) neither
the execution or delivery by the Acquired Fund Trust 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
(v) to
their knowledge and subject to the qualifications set forth below, the execution and delivery by the Acquired Fund Trust on behalf of
the Acquired 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 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, 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 which 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.
(f) That
the Acquiring Fund shall have obtained an opinion from K&L Gates, counsel for the Acquired Fund, dated as of the Closing Date (which
opinion will be subject to certain qualifications), addressed to the Acquiring Fund, and based upon such representations of the parties
as K&L Gates may reasonably request and the existing provisions of the Code, Treasury regulations promulgated thereunder, current
administrative rules, and court decisions, that the Reorganization set forth in this Agreement does not qualify as 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 Acquired Fund Trust or the Acquired Fund, be contemplated by the Commission.
(h) 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.
(i) 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 Acquiring Fund.
(j) That
prior to the Closing Date the Acquired Fund shall have declared a dividend or dividends that, together with all such previous dividends,
shall have the effect of distributing to its shareholders all of its net investment company taxable income, if any (computed without regard
to any deduction for dividends paid), all of its net tax-exempt income, if any, and all of its net capital gain, if any, in each case
for its taxable year beginning on September 1, 2019 and ending on the Closing Date and, if still timely under Section 855 of the Code,
the taxable year ending on August 31, 2019.
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,
(i) by
mutual consent of the Acquired Fund Trust Board of Trustees and the Acquiring Fund Trust Board of Trustees;
(ii) by
the Acquired Fund Trust Board of Trustees if any condition of the Acquiring Fund’s obligations set forth in Section 8 of this Agreement
has not been fulfilled or waived by such Board; or
(iii) by
the Acquiring Fund Trust Board of Trustees if any condition of the Acquired Fund’s obligations set forth in Section 9 of this Agreement
has not been fulfilled or waived by such Board.
(b) If
the Reorganization contemplated by this Agreement has not been consummated by June 1, 2021, this Agreement automatically shall terminate
on that date, unless a later date is mutually agreed to by the Acquired Fund Trust Board of Trustees and the Acquiring Fund Trust Board
of Trustees.
(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 Acquired Fund Trust Board of
Trustees or the Acquiring Fund Trust Board of Trustees (whichever 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 their 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, 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, trustee, agent, or shareholder of either the Acquired Fund or the Acquiring Fund against any liability to the
entity for which that officer, trustee, agent, or shareholder so acts or to its shareholders, to which that officer, trustee, agent, or
shareholder otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the 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 which are determined by action of the respective Boards 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.
11. Indemnification.
(a) Each
party (an “Indemnitor”) shall indemnify and hold the other and its officers, 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 the Indemnitor
within the earlier of ten (10) days of receipt of written notice to the Indemnified Party or thirty (30) days from discovery by the 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 the 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, the Indemnified Party may, at its option,
resist, settle, or otherwise compromise, or pay such claim unless it shall have received notice from the Indemnitor that the Indemnitor
intends, at the Indemnitor’s sole cost and expense, to assume the defense of any such matter, in which case the Indemnified Party
shall have the right, at no cost or expense to the Indemnitor, to participate in such defense. If the Indemnitor does not assume the defense
of such matter, and in any event until the Indemnitor states in writing that it will assume the defense, the Indemnitor shall pay all
costs of the Indemnified Party arising out of the defense until the defense is assumed; provided, however, that the Indemnified Party
shall consult with the Indemnitor and obtain the Indemnitor’s prior written consent to any payment or settlement of any such claim.
The Indemnitor shall keep the Indemnified Party fully apprised at all times as to the status of the defense. If the Indemnitor does not
assume the defense, the Indemnified Party shall keep the Indemnitor apprised at all times as to the status of the defense. Following indemnification
as provided for hereunder, the Indemnitor shall be subrogated to all rights of the Indemnified Party with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made.
12. Other
Matters.
(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 John Hancock International Value Fund, c/o
John Hancock, 200 Berkeley Street, Boston, Massachusetts 02116, Attention: Chief Legal Officer, 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, 200 Berkeley Street, Boston, Massachusetts 02116, 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 domestic substantive laws of the Commonwealth of Massachusetts applicable to
agreements made and to be performed in said state, without giving effect to any choice or conflicts of law rule or provision that would
result in the application of the domestic substantive laws of any other jurisdiction.
(d) It
is expressly agreed that the obligations of each of the Acquired Fund Trust, on behalf of the Acquired Fund, and the Acquiring Fund Trust,
on behalf of the Acquiring Fund, hereunder shall not be binding upon any of their respective trustees, shareholders, nominees, officers,
agents, or employees personally, but shall bind only the trust property of the respective Fund as provided in the Acquired Fund Trust
Declaration or the Acquiring Fund Trust, as applicable. The execution and delivery of this Agreement has been authorized by the Acquired
Fund Board, on behalf of the Acquired Fund, and the Acquiring Fund Trust Board of Trustees, on behalf of the Acquiring Fund, and signed
by authorized officers of each respective Trust, acting as such, and neither such authorization by such 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 trust property of the respective Trust on behalf of the relevant Fund as provided in the Acquired Fund Trust Declaration
and the Acquiring Fund Trust Declaration, as applicable.
(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.
(f) This
Agreement and any amendments hereto and any notices or other communications hereunder that are required to be in writing may be in electronic
form (including without limitation by facsimile and, in the case of notices and other communications, email) and may be executed by means
of electronic signatures.
THE REST OF THIS PAGE IS INTENTIONALLY BLANK.
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 FUNDS II,
on behalf of its series, John Hancock International Value Fund
| By: |
/s/ Andrew G. Arnott |
|
|
|
| Name: |
Andrew G. Arnott |
|
|
|
| Title: |
President |
|
|
|
JOHN HANCOCK INVESTMENT TRUST,
on behalf of its series, John Hancock Disciplined Value International
Fund
| By: |
/s/ Andrew G. Arnott |
|
|
|
| Name: |
Andrew G. Arnott |
|
|
|
| Title: |
President |
|
|
|
Agreed to and accepted as to Section 5 only:
John Hancock Investment Management LLC
| By: |
/s/ Jay Aronowitz |
|
|
|
| Name: |
Jay Aronowitz |
|
|
|
| Title: |
Chief Investment Officer |
|
|
|
