497 1 d121980d497.htm JOHN HANCOCK VARIABLE INSURANCE TRUST JOHN HANCOCK VARIABLE INSURANCE TRUST

JOHN HANCOCK VARIABLE INSURANCE TRUST

200 Berkeley Street

Boston, Massachusetts 02116

617-663-3000

February 25, 2021

Dear Variable Annuity and Variable Life Contract Owners:

A Special Meeting of Shareholders of John Hancock Variable Insurance Trust (“JHVIT”) will be held on April 6, 2021 at 10:00 a.m., Eastern Time (the “Meeting”). In light of the COVID-19 pandemic, the Meeting will be a virtual meeting held via telephone only. At the Meeting, shareholders of two series or funds of JHVIT — Managed Volatility Aggressive Portfolio and Lifestyle Aggressive Portfolio (each an “Acquired Fund”) — will be asked to consider and approve an Agreement and Plan of Reorganization (the “Plan”) providing for the combination of the Acquired Fund into the corresponding JHVIT fund listed below (each an “Acquiring Fund”) (each a “Reorganization”):

 

Acquired Fund    Acquiring Fund
Managed Volatility Aggressive Portfolio    Managed Volatility Growth Portfolio
Lifestyle Aggressive Portfolio    Lifestyle Growth Portfolio

Attending the Meeting via Telephone

To participate in the Meeting, contract owners eligible to give voting instructions and shareholders of the Acquired Fund must call the Broadridge Service Center at 1-855-200-8053 no later than 5:00 p.m. Eastern Time on April 5, 2021, and provide your full name and address. You will then be provided with the conference call dial-in information to attend the shareholder meeting.

Telephonic access to the Meeting is limited to variable insurance and annuity contract owners who are authorized to give voting instructions to shareholders and to representatives of the insurance company separate accounts that own shares of the Acquired Fund.

The Reorganizations

Under the Plan and with respect to each Reorganization: (i) the Acquiring Fund will acquire all the assets, subject to all the liabilities, of the Acquired Fund in exchange for shares of the Acquiring Fund; (ii) the shares of the Acquiring Fund will be distributed to the shareholders of the Acquired Fund; and (iii) the Acquired Fund will be liquidated and terminated. As a result, each shareholder of an Acquired Fund will become a shareholder of the corresponding Acquiring Fund.


The total value of all shares of an Acquiring Fund issued in the Reorganization will equal the total value of the net assets of the corresponding Acquired Fund. The number of full and fractional shares of an Acquiring Fund received by a shareholder of the corresponding Acquired Fund will be equal in value to the value of that shareholder’s shares of such Acquired Fund as of the close of regularly scheduled trading on the New York Stock Exchange (the “NYSE”) on the closing date of the Reorganization.

Each fund offers Series I, Series II, and Series NAV shares. In each Reorganization, holders of Series I, Series II, and Series NAV shares of the Acquired Fund will receive Series I, Series II, and Series NAV shares, respectively, of the corresponding Acquiring Fund.

If approved by shareholders of an Acquired Fund, the Reorganization for that fund is expected to occur as of the close of regularly scheduled trading on the NYSE on or about April 23, 2021. The consummation of a particular Reorganization is not contingent on the approval or consummation of the other Reorganization.

The Board of Trustees of the Trust (the “Board”) has approved each Reorganization and believes that the Reorganization will benefit shareholders of each Acquired Fund. Each Reorganization is intended to result in a combined fund that has the potential to achieve a more consistent long-term performance record and stronger prospects for growth and potential opportunities for economies of scale than would be the case for either Acquired Fund on its own. The Board concluded that the participation of the Acquired Fund in the Reorganization is in the best interests of the fund, as well as in the best interests of shareholders of and contract owners whose contract values are determined by investment in shares of the Acquired Fund, and that the interests of existing shareholders and contract owners will not be diluted as a result of the Reorganization.

The Board has approved each Reorganization and believes that each Reorganization will benefit shareholders of the applicable Acquired Fund noting that the amount of assets in each Acquired Fund is relatively modest and the Advisor has informed the Board that it anticipates that assets in each Acquired Fund will continue to decline.

In addition, in the case of the Managed Volatility Aggressive Portfolio, the Reorganization is expected to result in a combined fund that has a lower effective management fee and lower total annual fund operating expenses (after the payment of any costs related to the Reorganization) than the effective management fee and total annual fund operating expenses of the Managed Volatility Aggressive Portfolio.


In the case of the Lifestyle Aggressive Portfolio, the Reorganization is expected to result in a combined fund that has: (1) a lower effective management fee than the effective management fee of the Lifestyle Aggressive Portfolio; (2) lower total annual fund operating expenses than the Lifestyle Aggressive Portfolio before the impact of any contractual expense reimbursement; and (3) the same total annual fund operating expenses as Lifestyle Aggressive Portfolio after the impact of any contractual expense reimbursement and the payment of any costs related to the Reorganization.

The value of your investment will not be affected by the Reorganizations. Furthermore, neither Reorganization is expected to be a taxable event for federal income tax purposes for variable annuity and variable life insurance contract owners whose contract values are determined by investment in shares of the applicable Acquired Fund. With respect to the Reorganization of the Lifestyle Aggressive Portfolio, the expenses of the Reorganization will be borne by John Hancock Variable Trust Advisers LLC (“JHVTA”), each fund’s investment advisor. With respect to the Reorganization of the Managed Volatility Aggressive Portfolio, JHVTA will pay one half of the expenses of the Reorganization (excluding brokerage commissions and other transactions costs), and the Managed Volatility Aggressive Portfolio will also pay one half of the expenses of the Reorganization (excluding brokerage commissions and other transactions costs). The Managed Volatility Aggressive Portfolio will also pay any brokerage commissions and other transaction costs related to the Reorganization. If a Reorganization is not consummated, the expenses of the Reorganization will be paid by JHVTA.

Reorganization Expenses

In the case of the Managed Volatility Aggressive Portfolio, JHVTA will bear one half the expenses of the Reorganization (excluding brokerage commissions and other transaction costs) and Managed Volatility Aggressive Portfolio will bear one half the expenses of the Reorganization (excluding brokerage commissions and other transaction costs). The Managed Volatility Aggressive Portfolio will also pay any brokerage commissions and other transaction costs related to the Reorganization. The aggregate estimated expenses of the Reorganization to be borne by Managed Volatility Aggressive Portfolio (consisting of brokerage commissions or other transaction costs, legal, accounting, printing, and solicitation and tabulation of proxies and portfolio trading costs), and the expected reduction in net asset value per share (in parentheses) are approximately $111,254 (less than $0.01 per share). JHVTA is bearing one half the expenses of the Reorganization as noted above due to the low asset levels of the Managed Volatility Aggressive Portfolio.


JHVTA will bear the expenses of the Reorganization of Lifestyle Aggressive Portfolio into Lifestyle Growth Portfolio other than any brokerage commission or other transaction costs. As such, it is not expected that the Lifestyle Aggressive Portfolio will bear any expenses (other than brokerage commissions and other transaction costs as described above under “Portfolio Re-Positioning”) in connection with the Reorganization. The aggregate estimated expenses of the Reorganization, which consists of legal, accounting, printing, solicitation and tabulation of proxies totals $161,525. JHVTA is bearing the expenses of the Reorganization as noted above due to the low asset levels of the Lifestyle Aggressive Portfolio.

If a Reorganization is not consummated, the expenses of the Reorganization will be paid by JHVTA.

* * *

Although you are not a shareholder of JHVIT, your purchase payments and the earnings on such purchase payments under your variable annuity and variable life insurance contracts issued by John Hancock Life Insurance Company (U.S.A.) “(John Hancock (USA)”) and John Hancock Life Insurance Company of New York (“John Hancock NY”) are invested in subaccounts of separate accounts established by these companies that are registered under the Investment Company Act of 1940, as amended (“Registered Separate Accounts”), and each subaccount invests in shares of one of JHVIT’s funds. You have the right to instruct these insurance companies, as appropriate, how to vote the shares of the Acquired Fund that are attributable to your contracts as of February 7, 2021, the record date for the Meeting.

Enclosed you will find a Notice of Special Meeting of Shareholders, a Proxy Statement/Prospectus for JHVIT, and a Voting Instructions Form. The Proxy Statement/Prospectus provides background information and describes in detail the matters to be voted on at the Meeting.

The Board has voted in favor of each proposed Reorganization and recommends that you give voting instructions FOR its approval.

In order for shares to be voted at the Meeting based on your instructions, we urge you to read the Proxy Statement/Prospectus and then complete and mail your Voting Instructions Form in the enclosed postage-paid envelope, allowing sufficient time for its receipt by the close of business on April 5, 2021. To give voting instructions by touch-tone telephone or via the Internet, follow the instructions on the Voting Instructions Form.


If you have any questions regarding the Reorganization, please call one of the following numbers:

 

For John Hancock USA
variable life contracts:
   (800) 827-4546
For John Hancock NY
variable life contracts:
   (888) 267-7784
For John Hancock USA
variable annuity contracts:
   (800) 344-1029
For John Hancock NY
variable annuity contracts:
   (800) 551-2078

Sincerely,

 /s/ Christopher Sechler

Christopher Sechler
Secretary

John Hancock Variable Insurance Trust


JOHN HANCOCK VARIABLE INSURANCE TRUST

200 Berkeley Street

Boston, Massachusetts 02116

617-663-3000

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Managed Volatility Aggressive Portfolio and Lifestyle Aggressive Portfolio:

Notice is hereby given that a Special Meeting of Shareholders (the “Meeting”) of Managed Volatility Aggressive Portfolio and Lifestyle Aggressive Portfolio (each an “Acquired Fund”), each a series or fund of John Hancock Variable Insurance Trust (“JHVIT”), will be held on April 6, 2021 at 10:00 a.m. Eastern Time. In light of the COVID-19 pandemic, the Meeting will be a virtual meeting held via telephone only.

Attending the Meeting via Telephone

To participate in the Meeting, contract owners eligible to give voting instructions and shareholders of the Acquired Fund must call the Broadridge Service Center at 1-855-200-8053 no later than 5:00 p.m. Eastern Time on April 5, 2021, and provide your full name and address. You will then be provided with the conference call dial-in information to attend the shareholder meeting.

Telephonic access to the Meeting is limited to variable insurance and annuity contract owners who are authorized to give voting instructions to shareholders and to representatives of the insurance company separate accounts that own shares of the Acquired Fund.

A Proxy Statement/Prospectus providing information about the following proposals to be voted on at the Meeting is included with this notice.

 

Proposal 1    Approval of Agreement and Plan of Reorganization providing for the reorganization of Managed Volatility Aggressive Portfolio into Managed Volatility Growth Portfolio. (Only shareholders of Managed Volatility Aggressive Portfolio will vote on Proposal 1)
Proposal 2    Approval of Agreement and Plan of Reorganization providing for the reorganization of Lifestyle Aggressive Portfolio into Lifestyle Growth Portfolio. (Only shareholders of Lifestyle Aggressive Portfolio will vote on Proposal 2)

Any other business that may properly come before the Meeting.

The Board of Trustees of JHVIT recommends that shareholders vote FOR each Proposal, as applicable.


Approval of the proposal will require the affirmative vote of the holders of at least a “Majority of the Outstanding Voting Securities” (as defined in the accompanying Proxy Statement/Prospectus) of the Acquired Fund. Each shareholder of record at the close of business on February 7, 2021 is entitled to receive notice of and to vote at the Meeting.

 

Sincerely yours,
 /s/ Christopher Sechler

Christopher Sechler

Secretary

February 25, 2021

Boston, Massachusetts


JOHN HANCOCK VARIABLE INSURANCE TRUST

200 Berkeley Street,

Boston, Massachusetts 02116,

617-663-3000

This Proxy Statement/Prospectus is furnished in connection with the solicitation by the Board of Trustees (the “Board”) of John Hancock Variable Insurance Trust (“JHVIT”) of proxies to be used at a Special Meeting of Shareholders of JHVIT to be held on April 6, 2021 at 10:00 a.m., Eastern Time (the “Meeting”). In light of the COVID-19 pandemic, the Meeting will be a virtual meeting held via telephone only.

At the Meeting, shareholders of the series or funds of JHVIT listed below (each “Acquired Fund”), will be asked to consider and approve an Agreement and Plan of Reorganization (the “Plan”) providing for the reorganization into the JHVIT funds listed below (each “Acquiring Fund”) (the “Reorganization”).

 

Acquired Fund    Acquiring Fund
Managed Volatility Aggressive Portfolio    Managed Volatility Growth Portfolio
Lifestyle Aggressive Portfolio    Lifestyle Growth Portfolio

Attending the Meeting via Telephone

To participate in the Meeting, contract owners eligible to give voting instructions and shareholders of the Acquired Fund must call the Broadridge Service Center at 1-855-200-8053 no later than 5:00 p.m. Eastern Time on April 5, 2021, and provide your full name and address. You will then be provided with the conference call dial-in information to attend the shareholder meeting.

Telephonic access to the Meeting is limited to variable insurance and annuity contract owners who are authorized to give voting instructions to shareholders and to representatives of the insurance company separate accounts that own shares of the Acquired Fund.

This Proxy Statement/Prospectus contains information shareholders should know before voting on the Reorganization. Please read it carefully and retain it for future reference.

JHVIT’s Annual Report to Shareholders contains additional information about the investments of the Acquired and Acquiring Funds, as well as discussions of the market conditions and investment strategies that significantly affected the Funds during the fiscal year ended December 31, 2019.


Where to Get More Information Regarding the Acquired and Acquiring Funds

Information in the following documents is incorporated by reference into (and therefore legally part of) this Proxy/Prospectus:

 

   

The JHVIT Prospectus dated April  27, 2020, as supplemented (File Nos. 2-94157 and 811-04146)

 

   

JHVIT’s Annual Report for the period ended December  31, 2019 (File No. 811-04146)

 

   

JHVIT’s Semiannual Report for the period ended June  30, 2020 (File No. 811-04146)

 

   

The Statement of Additional Information of JHVIT dated April 27, 2020, as supplemented (the “JHVIT SAI”) (File Nos. 2-94157 and 811-04146)

 

   

A Statement of Additional Information dated February 25, 2021 (File No. 333-252075) relating to this Proxy Statement/Prospectus (the “SAI”)

Copies of the Annual Report and the SAI, which will be accompanied by copies of the JHVIT SAI, may be obtained without charge by writing to JHVIT at the address stated above or by calling the appropriate toll free number listed below. For purposes of this Proxy Statement/Prospectus, references to information found or included in the SAI include information found or included in the JHVIT SAI. Contract holders having any questions regarding either Reorganization should call the appropriate toll free number listed below:

 

For John Hancock USA
variable life contracts:
   (800) 827-4546
For John Hancock NY
variable life contracts:
   (888) 267-7784
For John Hancock USA
variable annuity contracts:
   (800) 344-1029
For John Hancock NY
variable annuity contracts:
  

(800) 551-2078

The SEC has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense.

The date of this Proxy Statement/Prospectus is February 25, 2021.

 

ii


The Reorganizations

Under the Plan and with respect to each Reorganization: (i) the Acquiring Fund will acquire all the assets, subject to all the liabilities, of the Acquired Fund in exchange for shares of the Acquiring Fund; (ii) the shares of the Acquiring Fund will be distributed to the shareholders of the Acquired Fund; and (iii) the Acquired Fund will liquidate and terminate. As a result, each shareholder of an Acquired Fund will become a shareholder of each corresponding Acquiring Fund. The total value of all shares of an Acquiring Fund issued in each Reorganization will equal the total value of the net assets of the corresponding Acquired Fund. The number of full and fractional shares of an Acquiring Fund received by a shareholder of the corresponding Acquired Fund will be equal in value to the value of that shareholder’s shares of such Acquired Fund as of the close of regularly scheduled trading on the New York Stock Exchange (the “NYSE”) on the closing date of the Reorganization, which is expected to be on or about April 23, 2021 (the “Exchange Date”).

In each Reorganization, holders of Series I, Series II, and Series NAV shares of the Acquired Fund will receive Series I, Series II, and Series NAV shares, respectively, of the corresponding Acquiring Fund.

If approved by shareholders of an Acquired Fund, the applicable Reorganization is expected to occur as of the close of regularly scheduled trading on the NYSE on or about April 23, 2021. The consummation of a particular Reorganization is not contingent on the approval or consummation of the other Reorganization. All share classes of each Acquired Fund will vote in the aggregate and not by class. The terms and conditions of each Reorganization are more fully described below in this Proxy Statement/Prospectus and in the Plan attached hereto as Appendix A.

General

JHVIT is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, and files reports, proxy materials and other information with the SEC. Such materials are available on the SEC’s EDGAR Database on its website at sec.gov, and copies may be obtained, after paying a duplicating fee, by email request addressed to publicinfo@sec.gov.

 

iii


TABLE OF CONTENTS

 

INTRODUCTION

    1  

OVERVIEW OF THE REORGANIZATIONS

    2  

PROPOSAL 1 —

  APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION PROVIDING FOR THE REORGANIZATION OF Managed Volatility Aggressive Portfolio INTO Managed Volatility Growth Portfolio     5  

PROPOSAL 2 —

  APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION PROVIDING FOR THE REORGANIZATION OF Lifestyle Aggressive Portfolio INTO Lifestyle Growth Portfolio     28  

INFORMATION ABOUT THE REORGANIZATIONS

    46  
 

Agreement and Plan of Reorganization

    46  
 

Reasons for the Reorganizations

    47  
 

Board Consideration of the Reorganizations

    48  
 

Description of the Securities to Be Issued

    51  
 

Federal Income Tax Consequences

    52  

CAPITALIZATION

    53  

ADDITIONAL INFORMATION ABOUT THE FUNDS

    56  
 

Additional Information About the Funds’ Principal Risks

    56  
 

Additional Information About the Funds’ Investment Policies

    84  
 

Rule 12b-1 Fees

    90  
 

Dividends and Distributions

    90  
 

Purchase and Redemption of Shares

    91  
 

Disruptive Short Term Trading

    94  
 

Tax Matters

    96  
 

Policy Regarding Disclosure of Fund Portfolio Holdings

    99  
 

Compensation of Financial Intermediaries

    99  

SHAREHOLDERS AND VOTING INFORMATION

    100  
 

Shareholders of JHVIT

    100  
 

Voting Procedures

    101  
 

Solicitation of Proxies and Voting Instructions

    103  

OUTSTANDING SHARES AND SHARE OWNERSHIP

    104  

FINANCIAL STATEMENTS; EXPERTS

    106  

LEGAL MATTERS

    106  

OTHER MATTERS

    106  

Appendix A —

  AGREEMENT AND PLAN OF REORGANIZATION     A-1  

Appendix B —

  FINANCIAL HIGHLIGHTS OF THE FUNDS     B-1  

 

iv


INTRODUCTION

This Proxy Statement/Prospectus is furnished in connection with the solicitation by the Board of proxies to be used at the Meeting. The Board has designated February 7, 2021 as the record date for determining shareholders eligible to vote at the Meeting (the “Record Date”). All shareholders of record at the close of business on the Record Date are entitled to one vote for each share (and fractional votes for fractional shares) of beneficial interest of JHVIT held.

JHVIT.    JHVIT is a Massachusetts business trust that is a no-load open-end investment company, commonly known as a mutual fund, registered under the Investment Company Act of 1940, as amended (the “1940 Act”). JHVIT currently offers 52 separate series or funds (each a “fund”), including the Acquired and Acquiring Funds. JHVIT does not sell its shares directly to the public but generally only to insurance companies and their separate accounts as the underlying investment options for variable annuity and variable life insurance contracts (“variable contracts”), certain entities affiliated with the insurance companies, as permitted by applicable law, and other funds of JHVIT that operate as funds of funds. Shares of JHVIT also may be sold to unaffiliated insurance companies and their separate accounts and certain qualified pension and retirement plans.

Investment Management.    John Hancock Variable Trust Advisers LLC (“JHVTA” or the “Advisor”) serves as investment advisor to each of the Acquired and Acquiring Funds. Pursuant to an Amended and Restated Advisory Agreement with JHVIT on behalf of the Acquired and Acquiring Funds, dated September 26, 2008 and renewed periodically thereafter, JHVTA is responsible for, among other things, administering the business and affairs of each of the Acquired and Acquiring Funds and selecting, contracting with, compensating and monitoring the performance of any investment subadvisor that manages the investment of the assets of the Funds pursuant to subadvisory agreements.

Manulife Investment Management (US) LLC serves as investment subadvisor for the Acquired and Acquiring Funds. Manulife Investment Management (US) LLC’s address is 197 Clarendon Street, Boston, Massachusetts 02116.

JHVTA, the investment advisor, and Manulife Investment Management (US) LLC, the subadvisor, are registered with the SEC as investment advisors under the Investment Advisers Act of 1940, as amended.

JHVTA also provides to JHVIT certain financial, accounting and administrative services such as legal services, tax, accounting, valuation, financial reporting and performance, compliance and service provider oversight, as well as services related to the office of the Chief Compliance Officer.


The Distributor.    John Hancock Distributors, LLC (“JH Distributors”) serves as JHVIT’s distributor.

The offices of JHVTA and JH Distributors are located at 200 Berkeley Street, Boston, Massachusetts 02116. Their ultimate parent entity is Manulife Financial Corporation (“MFC”), a publicly traded company based in Toronto, Canada. MFC and its subsidiaries operate as “Manulife Financial” in Canada and Asia and primarily as “John Hancock” in the United States.

OVERVIEW OF THE REORGANIZATIONS

The following is a summary discussion of the form and consequences of, and the reasons for, the Reorganizations.

Board Approval and General Description of the Reorganizations

At a virtual meeting held December 8-10, 2020, all of the Trustees in attendance, including all the Trustees comprising a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of JHVIT, the Advisor, the subadvisor, or JH Distributors (the “Independent Trustees”), approved the Agreement and Plan of Reorganization (the “Plan”) providing for the Reorganization of each Acquired Fund into the corresponding Acquiring Fund. Each Reorganization contemplates: (i) the transfer of all the assets, subject to all of the liabilities, of the Acquired Fund to its Acquiring Fund in exchange for shares of the Acquiring Fund; (ii) the distribution to shareholders of the Acquired Fund of the shares of the Acquiring Fund; and (iii) the liquidation and termination of the Acquired Fund.

Shares Issued in the Reorganizations

As a result of each Reorganization, shareholders of the Acquired Fund will become shareholders of the corresponding Acquiring Fund. In each Reorganization, the Acquiring Fund will issue a number of shares with a total value equal to the total value of the net assets of the Acquired Fund, and each shareholder of the Acquired Fund will receive a number of full and fractional shares of the Acquiring Fund with a total value equal to the total value of that shareholder’s shares of the Acquired Fund, as of the close of regularly scheduled trading on the NYSE on the closing date of the Reorganization (the “Exchange Date”).

Each Fund offers Series I, Series II, and Series NAV shares. In the Reorganization, holders of Series I, Series II, and Series NAV shares of the Acquired Fund will receive Series I, Series II, and Series NAV shares, respectively, of the Acquiring Fund.

 

2


Reasons for the Reorganizations

The Board has approved each Reorganization and believes that each Reorganization will benefit shareholders of the applicable Acquired Fund noting that the amount of assets in each Acquired Fund is relatively modest and the Advisor has informed the Board that it anticipates that assets in each Acquired Fund will continue to decline.

Each Reorganization is intended to result in a combined fund that has the potential to achieve a more consistent long-term performance record and stronger prospects for growth and potential opportunities for economies of scale than would be the case for the Acquired Fund.

In addition, in the case of the Managed Volatility Aggressive Portfolio, the Reorganization is expected to result in a combined fund that has a lower effective management fee and lower total annual fund operating expenses (after the payment of any costs related to the Reorganization) than the effective management fee and total annual fund operating expenses of the Managed Volatility Aggressive Portfolio.

In the case of the Lifestyle Aggressive Portfolio, the Reorganization is expected to result in a combined fund that has: (1) a lower effective management fee than the effective management fee of the Lifestyle Aggressive Portfolio; (2) lower total annual fund operating expenses than the Lifestyle Aggressive Portfolio before the impact of any contractual expense reimbursement; and (3) the same total annual fund operating expenses as Lifestyle Aggressive Portfolio after the impact of any contractual expense reimbursement.

The factors that the Board considered in deciding to approve the Reorganization are discussed below under “Information About the Reorganizations — Board Consideration of the Reorganizations.”

Tax Consequences

Neither Reorganization is expected to be a taxable event for federal income tax purposes for owners of variable contracts whose contract values are determined by investment in shares of the Acquired Fund. See “Information About the Reorganizations — Federal Income Tax Consequences.”

Portfolio Re-Positioning

Neither Reorganization will result in any material change in the purchase and redemption procedures followed with respect to the distribution of shares. See “Additional Information About the Funds — Purchase and Redemption of Shares” in the JHVIT Prospectus.

 

3


In connection with the Reorganization, Managed Volatility Aggressive Portfolio may sell approximately 24.5% of its investments and invest the proceeds of such sales in securities in which Managed Volatility Growth Portfolio invests. Sales of portfolio securities by Managed Volatility Aggressive Portfolio are expected to result in brokerage commissions or other transaction costs of approximately $14,332 ($0.00 per share or 0.00 basis points).

In connection with the Reorganization, Lifestyle Aggressive Portfolio may sell approximately 29% of its investments and invest the proceeds of such sales in securities in which Lifestyle Growth Portfolio invests. Sales of portfolio securities by Lifestyle Aggressive Portfolio are expected to result in brokerage commissions or other transaction costs of approximately $2,072 ($0.00 per share or 0.00 basis points).

Reorganization Expenses

In the case of the Managed Volatility Aggressive Portfolio, JHVTA will bear one half the expenses of the Reorganization (excluding brokerage commissions and other transaction costs) and Managed Volatility Aggressive Portfolio will bear one half the expenses of the Reorganization (excluding brokerage commissions and other transaction costs). The Managed Volatility Aggressive Portfolio will also pay any brokerage commissions and other transaction costs related to the Reorganization including costs associated with its re-positioning (as described above under “Portfolio Re-Positioning”). The aggregate estimated expenses of the Reorganization to be borne by Managed Volatility Aggressive Portfolio (consisting of brokerage commissions or other transactions costs, legal, accounting, printing, and solicitation and tabulation of proxies and portfolio trading costs), and the expected reduction in net asset value per share (in parentheses) are approximately $111,254 (less than $0.01 per share).

JHVTA will bear the expenses of the Reorganization of Lifestyle Aggressive Portfolio into Lifestyle Growth Portfolio other than any brokerage commission or other transaction costs, which will be borne by Lifestyle Aggressive Portfolio. As such, it is not expected that the Lifestyle Aggressive Portfolio will bear any expenses (other than brokerage commissions and other transaction costs as described above under “Portfolio Re-Positioning”) in connection with the Reorganization. The aggregate estimated expenses of the Reorganization, which consists of legal, accounting, printing, solicitation and tabulation of proxies totals $161,525.

If a Reorganization is not consummated, the expenses of the Reorganization will be paid by JHVTA.

 

4


PROPOSAL 1 —

APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION PROVIDING FOR THE REORGANIZATION OF

MANAGED VOLATILITY AGGRESSIVE PORTFOLIO INTO

MANAGED VOLATILITY GROWTH PORTFOLIO

Shareholders of Managed Volatility Aggressive Portfolio (the “Acquired Fund”) are being asked to approve the Plan providing for the Reorganization of that fund into Managed Volatility Growth Portfolio (the “Acquiring Fund”). The funds are compared below.

Comparison of Acquired and Acquiring Funds

A description of the differences in investment objectives and policies for the Acquired Fund and the Acquiring Fund is set forth below.

The funds are similar in that both Funds are fund of funds that seek long term growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.

The funds may employ a risk management strategy to attempt to manage the volatility of returns and limit the magnitude of portfolio losses. The risk management strategy may cause the fund’s economic exposure to equity securities, fixed-income securities and cash and cash equivalents (either directly or through investment in underlying funds or derivatives) to fluctuate, and during extreme market volatility, the fund’s economic exposure to either equity or fixed-income securities could be reduced to 0% and its economic exposure to cash and cash equivalents could increase to 100%. The funds differ in that the subadvisor to the Managed Volatility Growth Portfolio normally will seek to limit the fund’s exposure to equity securities (either directly or through investment in underlying funds or derivatives) (collectively “Equity Securities”) to no more than 77% and the subadvisor to the Managed Volatility Aggressive Portfolio will normally will seek to limit the fund’s exposure to Equity Securities to no more than 100%.

The funds also seek long term growth of capital while attempting to manage the volatility of returns and limit the magnitude of portfolio losses. The funds differ in that the Managed Volatility Growth Portfolio seeks to limit the volatility of returns to a range of 11% to 13% (as measured by annualized standard deviation of the fund’s returns) whereas the Managed Volatility Aggressive Portfolio seeks to limit volatility of returns to a range of 15% to 18.5%. In seeking to manage the volatility of returns and limit the magnitude of portfolio losses, the funds may employ certain risk management techniques using derivative instruments and may reallocate assets among the equities, fixed-income securities, and cash and cash equivalents, as described in each fund’s principal investment strategy below. These

 

5


derivatives may be used to increase or decrease the fund’s net equity exposure and will typically consist of stock index futures, but may also include stock index options, options on stock index futures, and stock index swaps. The funds may also employ risk management techniques using derivatives that may increase or decrease the fund’s exposure to certain types of fixed-income securities. These instruments may include government bond futures, swaps, and credit default swaps.

The funds’ risk management strategy may cause the fund’s economic exposure to equity securities, fixed-income securities and cash and cash equivalents (either directly or through investment in underlying funds or derivatives) to fluctuate, and during extreme market volatility, the fund’s economic exposure to either equity or fixed-income securities could be reduced to 0% and its economic exposure to cash and cash equivalents could increase to 100%. The subadvisor of each fund selects the percentage level to be maintained in specific equity securities, fixed-income securities, and cash and cash equivalents and may from time to time change the allocation to these investments or rebalance these holdings.

In addition, the Managed Volatility Aggressive Portfolio normally invests primarily in underlying Equity Funds, while the Managed Volatility Growth Portfolio normally invests primarily in underlying Equity Funds and underlying Fixed-Income Funds. However, the Managed Volatility Aggressive Portfolio may also invest in underlying Fixed-Income Funds.

Each fund may invest in derivatives and other investment companies including exchange-traded funds, index funds and closed-end funds.

 

Managed Volatility Aggressive
Portfolio
  Managed Volatility Growth
Portfolio
(Acquired Fund)   (Acquiring Fund)
Approximate Net Assets of Each Fund as of June 30, 2020
$307,470,543   $6,908,705,653
Investment Advisor:
JHVTA
Investment Subadvisors:
Manulife Investment Management (US) LLC   Manulife Investment Management (US) LLC
Investment Objectives:
To seek long term growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.   To seek long term growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.

 

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Managed Volatility Aggressive
Portfolio
  Managed Volatility Growth
Portfolio
(Acquired Fund)   (Acquiring Fund)
Principal Investment Strategies:

The Managed Volatility Aggressive Portfolio, except as otherwise described below, normally invests primarily in underlying funds that invest primarily in equity securities (“Equity Funds”). The fund may also use certain risk management techniques to seek to manage the volatility of returns (i.e., standard deviation) and limit the magnitude of portfolio losses.

 

As described below, the fund may also directly hold derivative instruments and collateral for these derivative instruments. The fund’s economic exposure to equities may fluctuate due to its risk management strategy as noted below. The fund may employ a risk management strategy to attempt to manage the volatility of returns and limit the magnitude of portfolio losses. The risk management strategy may cause the fund’s economic exposure to equity securities, fixed-income securities and cash and cash equivalents (either directly or through investment in underlying funds or derivatives) to fluctuate, and during extreme market volatility, the fund’s economic exposure to equity securities could be reduced to 0% and its economic exposure to cash and cash equivalents or fixed-income securities could increase to 100%. The subadvisor normally will seek to limit the fund’s exposure to equity securities (either directly or through investment in underlying funds or derivatives) to no more than 100% and normally will seek to reduce any equity exposure in excess

 

The Managed Volatility Growth Portfolio, except as otherwise described below, normally invests primarily in underlying funds that invest primarily in equity securities (“Equity Funds”) and underlying funds that invest primarily in fixed-income securities (“Fixed-Income Funds”). The fund may also use certain risk management techniques to seek to manage the volatility of returns (i.e., standard deviation) and limit the magnitude of portfolio losses.

 

As described below, the fund may directly hold derivative instruments and collateral for these derivative instruments. The fund’s economic exposure to equities and fixed-income securities may fluctuate due to its risk management strategy as noted below. The fund may employ a risk management strategy to attempt to manage the volatility of returns and limit the magnitude of portfolio losses. The risk management strategy may cause the fund’s economic exposure to equity securities, fixed-income securities and cash and cash equivalents (either directly or through investment in underlying funds or derivatives) to fluctuate, and during extreme market volatility, the fund’s economic exposure to either equity or fixed-income securities could be reduced to 0% and its economic exposure to cash and cash equivalents could increase to 100%. The subadvisor normally will seek to limit the fund’s exposure to equity securities (either directly or through investment in

 

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Managed Volatility Aggressive
Portfolio
  Managed Volatility Growth
Portfolio
(Acquired Fund)   (Acquiring Fund)

of this amount as soon as practicable. However, the subadvisor may determine in light of market or economic conditions that the limit should be exceeded to achieve the fund’s investment objective.

 

The fund seeks long term growth of capital while attempting to manage the volatility of returns and limit the magnitude of portfolio losses. The fund seeks to limit the volatility of returns to a range of 15% to 18.5% (as measured by annualized standard deviation of the fund’s returns). However, during periods of prolonged low market volatility the actual volatility experienced by the fund may fall below the range.

 

Volatility is a measure of the magnitude of up and down fluctuations in the fund’s NAV over time as measured by the annualized standard deviation of its returns. Higher volatility generally indicates higher risk. The more a fund’s returns vary from the fund’s average return, the more volatile the fund and the higher the standard deviation. The purpose of managing the volatility of returns is to attempt to limit exposure to more volatile asset classes, including both equities and fixed-income asset classes, during periods of high volatility and protect the fund from losses during market declines. The fund also seeks to limit the magnitude of portfolio losses in order to limit exposure during market declines. There can be no assurance that the risk management strategy will be successful in managing the volatility of

 

underlying funds or derivatives) to no more than 77% and normally will seek to reduce any equity exposure in excess of this amount as soon as practicable. However, the subadvisor may determine in light of market or economic conditions that the limit should be exceeded to achieve the fund’s investment objective.

 

The fund seeks long term growth of capital while attempting to manage the volatility of returns and limit the magnitude of portfolio losses. The fund seeks to limit the volatility of returns to a range of 11% to 13% (as measured by annualized standard deviation of the fund’s returns). However, during periods of prolonged low market volatility the actual volatility experienced by the fund may fall below the range due to maximum limits on equity and fixed-income exposures.

 

Volatility is a measure of the magnitude of up and down fluctuations in the fund’s NAV over time as measured by the annualized standard deviation of its returns. Higher volatility generally indicates higher risk. The more a fund’s returns vary from the fund’s average return, the more volatile the fund and the higher the standard deviation. The purpose of managing the volatility of returns is to attempt to limit exposure to more volatile asset classes, including both equities and fixed-income asset classes, during periods of high volatility and protect the fund from losses during market declines. The fund also seeks to limit the magnitude of portfolio losses

 

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Managed Volatility Aggressive
Portfolio
  Managed Volatility Growth
Portfolio
(Acquired Fund)   (Acquiring Fund)

returns and limit the magnitude of portfolio losses.

 

In seeking to manage the volatility of returns and limit the magnitude of portfolio losses, the fund may employ certain risk management techniques using derivative instruments and may reallocate assets among the underlying Equity Funds, fixed-income securities, and cash and cash equivalents. These derivatives may be used to increase or decrease the fund’s net equity exposure and will typically consist of stock index futures, but may also include stock index options, options on stock index futures, and stock index swaps. The fund may also employ risk management techniques using derivatives that may increase or decrease the fund’s exposure to certain types of fixed-income securities. These instruments may include government bond futures, swaps, and credit default swaps. For more information about these derivative instruments in which the fund may invest, please see the “Hedging And Other Strategic Transactions” risk section in the Statement of Additional Information. Fund assets employed for its risk management strategy include not only derivative instruments but also fixed-income instruments, used to cover derivative positions. Because equity and fixed-income derivative instruments may be purchased with a fraction of the assets that would be needed to purchase the securities directly, the remainder of the assets used for the risk management strategy will be invested in a variety of fixed-income instruments. The fund

 

in order to limit exposure during market declines. There can be no assurance that the risk management strategy will be successful in managing the volatility of returns and limit the magnitude of portfolio losses.

 

In seeking to manage the volatility of returns and limit the magnitude of portfolio losses, the fund may employ certain risk management techniques using derivative instruments and may reallocate assets between the underlying Equity and Fixed-Income Funds. These derivatives may be used to increase or decrease the fund’s net equity exposure and will typically consist of stock index futures, but may also include stock index options, options on stock index futures, and stock index swaps. The fund may also employ risk management techniques using derivatives that may increase or decrease the fund’s exposure to certain types of fixed-income securities. These instruments may include government bond futures, swaps, and credit default swaps. For more information about these derivative instruments in which the fund may invest, please see the “Hedging And Other Strategic Transactions” risk section in the Statement of Additional Information. Fund assets employed for its risk management strategy include not only derivative instruments but also fixed-income instruments, used to cover derivative positions. Because equity and fixed-income derivative instruments may be purchased with a fraction of the assets that would be needed to purchase the securities directly, the remainder of

 

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Managed Volatility Aggressive
Portfolio
  Managed Volatility Growth
Portfolio
(Acquired Fund)   (Acquiring Fund)

may be required to hold cash or other liquid assets and post these assets with a broker as collateral to cover its obligation under the futures contracts. The fund’s risk management strategy could limit the upside participation of the fund in strong, rising markets with high volatility and could underperform funds that do not use a risk management strategy.

 

The use of derivatives may be combined with asset allocation techniques. The timing and extent of these techniques will depend on several factors, including market movements. In general, when equity markets are more volatile or are declining, assets may be reallocated to fixed-income securities, cash and cash equivalents, and short positions in equity derivative instruments. When equity markets rise, or if volatility is lower, assets may be reallocated to Equity Funds and stock index futures, options, and swaps. Similarly, if fixed-income markets are volatile or are declining, assets may be reallocated to Equity Funds, cash and cash equivalents, and short positions in fixed-income derivative instruments. Even in periods of low volatility, the subadvisor may continue to use risk management techniques to protect against sudden market movements, preserve gains after favorable market conditions, and reduce losses in adverse market conditions. Due to the leverage provided by derivatives, the notional value of the fund’s derivative positions could exceed 100% of the fund’s assets.

 

the assets used for the risk management strategy will be invested in a variety of fixed-income instruments. The fund may be required to hold cash or other liquid assets and post these assets with a broker as collateral to cover its obligation under the futures contracts. The fund’s risk management strategy could limit the upside participation of the fund in strong, rising markets with high volatility and could underperform funds that do not use a risk management strategy.

 

The use of derivatives may be combined with asset allocation techniques. The timing and extent of these techniques will depend on several factors, including market movements. In general, when equity markets are more volatile or are declining, assets may be reallocated to Fixed-Income Funds, cash and/or cash equivalents, and short positions in equity derivative instruments. When equity markets rise, or if volatility is lower, assets may be reallocated to Equity Funds and stock index futures, options, and swaps. Similarly, if fixed-income markets are volatile or are declining, assets may be reallocated to Equity Funds, cash and cash equivalents, and short positions in fixed-income derivative instruments. Even in periods of low volatility, the subadvisor may continue to use risk management techniques to protect against sudden market movements, preserve gains after favorable market conditions, and reduce losses in adverse market conditions. Due to the leverage provided by derivatives, the notional

 

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Managed Volatility Aggressive
Portfolio
  Managed Volatility Growth
Portfolio
(Acquired Fund)   (Acquiring Fund)

 

In determining when to employ risk management techniques, the subadvisor may use quantitative models that use historical factors such as market movements, and historical changes in the NAV of the fund to make this determination.

 

The subadvisor selects the percentage level to be maintained in specific underlying Equity Funds, fixed-income securities, and cash and cash equivalents and may from time to time change the allocation to these investments or rebalance these holdings. To maintain a target allocation, daily cash flows for the fund may be directed to underlying funds or other investments that most deviate from target.

 

The fund may invest in various Equity Funds that as a group hold a wide range of equity type securities. These include small-, mid- and large- capitalization stocks, domestic and foreign securities (including emerging market securities), and sector holdings such as utilities, science, and technology stocks. Each of these Equity Funds has its own investment strategy that, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Equity Funds may include funds that employ a passive investment style (i.e., index funds and exchange-traded funds (“ETFs”)) and at times most of the fund’s assets may be invested in index funds.

 

value of the fund’s derivative positions could exceed 100% of the fund’s assets.

 

In determining when to employ risk management techniques and/or reallocate assets between Equity Funds and Fixed-Income Funds, the subadvisor may use quantitative models that use historical factors such as market movements, and historical changes in the NAV of the fund to make this determination.

 

The subadvisor selects the percentage level to be maintained in specific underlying Equity Funds and Fixed-Income Funds, and cash and cash equivalents and may from time to time change the allocation in specific underlying funds or rebalance the underlying funds. From time to time, a significant portion of the fund’s underlying fixed income assets may be managed by an affiliated subadvisor. To maintain a target allocation in the underlying funds, daily cash flows for the fund may be directed to its underlying funds that most deviate from target.

 

The fund may invest in various Equity Funds that as a group hold a wide range of equity type securities. These include small-, mid- and large- capitalization stocks, domestic and foreign securities (including emerging market securities), and sector holdings such as utilities, science, and technology stocks. Each of these Equity Funds has its own investment strategy which, for example, may focus on growth stocks or value stocks or may employ a strategy

 

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Managed Volatility Aggressive
Portfolio
  Managed Volatility Growth
Portfolio
(Acquired Fund)   (Acquiring Fund)

 

The fund may also invest in the securities of other investment companies including ETFs and may invest directly in other types of investments, such as equity and fixed-income securities including U.S. government securities, closed-end funds, exchange-traded notes, and partnerships. See “Other Permitted Investments by the Funds of Funds.” The fund may also engage in short selling. The fund may engage in active and frequent trading of portfolio securities and other instruments to achieve its primary investment strategies.

 

The fund bears its own expenses and, in addition, indirectly bears its proportionate share of the expenses of the underlying funds in which it invests.

 

Use of Risk Management and Other Strategic Transactions.    In addition to the risk management techniques described above, the fund is authorized to use other investment strategies referred to under “Hedging And Other Strategic Transactions” risk section including, without limitation, investing in foreign currency forward contracts, futures contracts including stock index and foreign currency futures, swaps including interest rate swaps, stock index swaps and credit default swaps and options including stock index options and options on stock index futures, among others.

 

combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. The fund may also invest in Fixed-Income Funds that as a group hold a wide range of fixed-income securities including investment grade and below-investment- grade debt securities with maturities that range from short to longer term. The Fixed-Income Funds collectively hold various types of debt instruments, such as corporate bonds and mortgage backed, government issued, domestic and international securities. Equity Funds and Fixed-Income Funds may include funds that employ a passive investment style (i.e., index funds and exchange-traded funds (“ETFs”)) and at times most of the fund’s assets may be invested in index funds.

 

The fund may also invest in the securities of other investment companies including ETFs and may invest directly in other types of investments, such as equity and fixed-income securities including U.S. government securities, closed-end funds, exchange-traded notes, and partnerships. See “Other Permitted Investments by the Funds of Funds.” The fund may also engage in short selling. The fund may engage in active and frequent trading of portfolio securities and other instruments to achieve its primary investment strategies.

 

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Managed Volatility Aggressive
Portfolio
  Managed Volatility Growth
Portfolio
(Acquired Fund)   (Acquiring Fund)
 

 

The fund bears its own expenses and, in addition, indirectly bears its proportionate share of the expenses of the underlying funds in which it invests.

 

Use of Risk Management and Other Strategic Transactions.    In addition to the risk management techniques described above, the fund is authorized to use other investment strategies referred to under “Hedging And Other Strategic Transactions” risk section including, without limitation, investing in foreign currency forward contracts, futures contracts including stock index and foreign currency futures, swaps including interest rate swaps, stock index swaps and credit default swaps and options including stock index options and options on stock index futures, among others.

Temporary Defensive Investing.    During unusual or unsettled market conditions, for purposes of meeting redemption requests, or pending investment of its assets, a fund generally may invest all or a portion of its assets in cash and securities that are highly liquid, including: (a) high quality money market instruments, such as short-term U.S. government obligations, commercial paper, repurchase agreements or other cash equivalents; and (b) money market funds. In the case of funds investing extensively in foreign securities, these investments may be denominated in either U.S. dollars or foreign currencies and may include debt of foreign corporations, governments and supranational organizations. To the extent a fund is in a defensive position, its ability to achieve its investment objective will be limited.
The fund may deviate from its principal investment strategies during transition periods, which may include the reassignment of portfolio management, a change in investment objective or strategy, a reorganization or liquidation, or the occurrence of large inflows or outflows.

 

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Risk Adjusted Return (Sharpe Ratio) of Acquired and Acquiring Funds

The risk adjusted return (the return an investment provides given the level of risk) of the Managed Volatility Aggressive Portfolio and the Managed Volatility Growth Portfolio for the one-, three-, and five-year periods ended December 31, 2020, as measured by the Sharpe Ratio are:

 

Fund

   One
Year
   Three
Years
     Five
Years
 

Managed Volatility Aggressive Portfolio

        

(Acquired Fund)

   -0.19      0.09        0.42  

Managed Volatility Growth Portfolio

        

(Acquiring Fund)

   -0.03      0.20        0.53  

The Sharpe Ratio is a performance statistic that measures excess return per unit of risk, as defined by standard deviation. A higher Sharpe ratio suggest better risk-adjusted performance.

Principal Risks of Investing in the Funds

The net asset value (“NAV”) of each fund’s shares will go up and down, meaning that you could lose money on your investment in either fund. Because the funds have similar investment objectives and principal investment strategies, as described above, they have similar risks. The principal risks of investing in the funds are the same and are listed below:

Risks Common to Both Funds

Principal risks of investing in the fund of funds

Affiliated insurance companies.    The Advisor may be influenced by the benefits to its affiliated life insurance companies in managing the fund and overseeing its subadvisors. The John Hancock insurance companies issuing guaranteed benefits on variable annuity and insurance contracts investing in the fund have a financial interest in preserving the value of the funds and reducing their volatility due to their obligations for these guaranteed benefits (the cost of providing these guaranteed benefits is related to several factors including the performance and volatility of the fund). To the extent the fund is successful in managing the volatility of returns and downside risk, the John Hancock insurance companies issuing guaranteed benefits on variable annuity and insurance contracts investing in the fund will also benefit from a reduction in their potential investment risk which will reduce their costs of hedging this risk and may reduce their reserve and capital requirements. These financial benefits to the John Hancock insurance companies may be material. The fund and the fund’s investment advisor have adopted procedures that are intended to address these conflicts and ensure that the fund is managed in accordance with its disclosed investment objectives and strategies.

 

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Asset allocation risk.    Although allocation among asset categories generally limits exposure to any one category, the management team may favor a category that performs poorly relative to the others.

Cash collateral risk.    To the extent a fund maintains cash collateral required to cover its obligations under the derivative instruments used in its risk management strategy, such collateral holdings may have the effect of reducing overall portfolio returns. In addition, because such collateral positions cannot be eliminated or reduced unless the corresponding derivative obligation is eliminated or reduced, a large derivative position may materially limit the subadvisor’s flexibility in managing the fund.

Commodity risk.    Commodity prices may be volatile due to fluctuating demand, supply disruption, speculation, and other factors. Certain commodity investments may have no active trading market at times.

Credit and counterparty risk.    The issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter derivatives contract, or a borrower of fund securities may not make timely payments or otherwise honor its obligations. U.S. government securities are subject to varying degrees of credit risk depending upon the nature of their support. A downgrade or default affecting any of the fund’s securities could affect the fund’s performance.

Cybersecurity and operational risk.    Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause a fund or its service providers to suffer data corruption or lose operational functionality. Similar incidents affecting issuers of a fund’s securities may negatively impact performance. Operational risk may arise from human error, error by third parties, communication errors, or technology failures, among other causes.

Economic and market events risk.    Events in the U.S. and global financial markets, including actions taken by the U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times result in unusually high market volatility, which could negatively impact performance. Reduced liquidity in credit and fixed-income markets could adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates rise or economic conditions deteriorate.

Equity securities risk.    The price of equity securities may decline due to changes in a company’s financial condition or overall market conditions.

 

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Exchange-traded funds risk.    An ETF generally reflects the risks of the underlying securities of the index it is designed to track. However, at times, an ETF’s portfolio composition and performance may not match that of such index. A fund bears ETF fees and expenses indirectly.

Exchange-traded notes risk.    An ETN generally reflects the risks associated with the assets composing the underlying market benchmark or strategy it is designed to track. ETNs also are subject to issuer and fixed-income risks.

Fixed-income securities risk.    A rise in interest rates typically causes bond prices to fall. The longer the average maturity or duration of the bonds held by a fund, the more sensitive it will likely be to interest-rate fluctuations. An issuer may not make all interest payments or repay all or any of the principal borrowed. Changes in a security’s credit quality may adversely affect fund performance.

Fund of funds risk.    The fund’s ability to achieve its investment objective will depend largely, in part, on: (i) the underlying funds’ performance, expenses and ability to meet their investment objectives; and (ii) properly rebalancing assets among underlying funds and different asset classes. The fund is also subject to risks related to: (i) layering of fees of the underlying funds; and (ii) conflicts of interest associated with the subadvisor’s ability to allocate fund assets without limit to other funds it advises and/or other funds advised by affiliated subadvisors. There is no assurance that either the fund or the underlying funds will achieve their investment objectives. A fund bears underlying fund fees and expenses indirectly.

Hedging, derivatives, and other strategic transactions risk.    Hedging, derivatives, and other strategic transactions may increase a fund’s volatility and could produce disproportionate losses, potentially more than the fund’s principal investment. Risks of these transactions are different from and possibly greater than risks of investing directly in securities and other traditional instruments. Under certain market conditions, derivatives could become harder to value or sell and may become subject to liquidity risk (i.e., the inability to enter into closing transactions). Derivatives and other strategic transactions that a fund may utilize include: credit default swaps, foreign currency forward contracts, futures contracts, interest-rate swaps, options, and swaps. Foreign currency forward contracts, futures contracts, options, and swaps generally are subject to counterparty risk. In addition, swaps may be subject to interest-rate and settlement risk, and the risk of default of the underlying reference obligation. Derivatives associated with foreign currency transactions are subject to currency risk.

Hedging risk.    There may be imperfect or even negative correlation between the price of the futures contracts and the price of the underlying securities. For example, futures contracts may not provide an effective hedge because changes in futures contract prices may not track those of the underlying securities or indexes

 

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they are intended to hedge. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives. The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures, including technical influences in futures trading, and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading. A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends. In addition, the fund’s investment in exchange-traded futures as a result of the risk management strategy could limit the upside participation of the fund in strong, rising markets with high volatility and could underperform funds that do not use a risk management strategy.

Investment company securities risk.    Underlying fund fees and expenses associated with investments in other investment companies are borne by fund shareholders.

Leveraging risk.    Certain of the risk management techniques that would be used in the strategy may involve indirect leverage. While these techniques would be intended to reduce downside exposure, in some cases leverage may magnify losses.

Liquidity risk.    The extent (if at all) to which a security may be sold or a derivative position closed without negatively impacting its market value may be impaired by reduced market activity or participation, legal restrictions, or other economic and market impediments. Liquidity risk may be magnified in rising interest rate environments due to higher than normal redemption rates. Widespread selling of fixed-income securities to satisfy redemptions during periods of reduced demand may adversely impact the price or salability of such securities. Periods of heavy redemption could cause the fund to sell assets at a loss or depressed value, which could negatively affect performance. Redemption risk is heightened during periods of declining or illiquid markets.

Quantitative models may not produce the desired results.    In determining when to employ risk management techniques and/or reallocate exposure among equity, fixed-income and cash, the subadvisor uses quantitative models that use historical market data. However, future market conditions may not be consistent with historical periods, and the historical data may not, therefore, prove to be an accurate predictor of future volatility or losses. The model also may not measure or analyze such data effectively. Thus, the quantitative model may not produce the desired results and may not accurately forecast either future volatility or future

 

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large market declines, and this would affect the ability of a fund to be successful in managing the volatility of returns and limiting the magnitude of portfolio losses.

Risk management strategies may not be successful, may limit upside potential or may permit or result in losses.    The purposes of the risk management strategies are to attempt to limit the fund’s total risk exposure during periods of high market volatility and reduce the fund’s losses during market declines; however, there is no assurance that these strategies will be successful. These risk management strategies could limit the upside participation of the fund in rising equity markets during periods of high volatility. In instances of equity market declines followed by rising equity markets and significant levels of market volatility, these risk management strategies may detract from fund performance and at times prevent the fund from fully recovering losses by limiting the levels of exposure to equity markets. Due to the use of historical data in the models used in the risk management strategy, there can be delays, especially during volatile markets, in fully implementing the strategy when markets are declining causing the fund to experience greater losses than if the strategy had been fully implemented. There can also be delays, especially during volatile markets, in removing hedges designed to limit losses during declining markets when markets are rising strongly causing the fund to not fully participate in the rising market. The application of risk management techniques can be complex, and misjudgments in implementation may result in under- or over-allocations to equity, fixed-income and/or cash and cash equivalent exposure causing the fund to underperform or experience losses. Also, futures contracts may be subject to exchange-imposed daily price fluctuation limits, and trading may be halted if a contract’s price moves above or below the limit on a given day. As a result, the fund may not be able to promptly liquidate unfavorable futures positions and could be required to hold such positions until the delivery date, regardless of changes in its value.

Since the characteristics of many securities change as markets change or time passes, the success of risk management techniques will be subject to the portfolio managers’ ability to execute the strategy. Moreover, risk management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. Any one or more of these factors may prevent the fund from achieving the intended risk management goals or could cause the fund to underperform or experience losses (some of which may be sudden) or volatility for any particular period.

Short positions.    In taking a short position, a fund seeks to profit from an anticipated decline in the value of a security or index of securities. If the security or index instead appreciates in value, the fund will incur losses by having to pay to close out its position at a higher price than the price it received to open that position. Unlike losses from declines in long positions in stocks or other securities

 

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(which may not exceed the original amount invested), the losses a fund may incur to close out a short position if the underlying security or index increases in value are potentially unlimited.

Swaps.    Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions), interest-rate risk, settlement risk, risk of default of the underlying reference obligation, and risk of disproportionate loss are the principal risks of engaging in transactions involving swaps.

Target allocation risk.    The fund’s risk profile will change due to reallocation or rebalancing of portfolio assets as the fund approaches its target date.

Use of index futures.    While the use of index futures may involve a small investment of cash, the losses to a fund could exceed the amount invested, and in certain cases even the total value of the fund’s assets, due to the embedded leverage provided by the derivative. Index futures may also result in a loss to the fund if the counterparty to the transaction does not perform.

Principal risks of investing in the underlying funds

Convertible securities risk.    The market values of convertible securities tend to fall as interest rates rise and rise as interest rates fall. As the market price of underlying common stock declines below the conversion price, the market value of the convertible security tends to be increasingly influenced by its yield.

Credit and counterparty risk.    The issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter derivatives contract, or a borrower of fund securities may not make timely payments or otherwise honor its obligations. U.S. government securities are subject to varying degrees of credit risk depending upon the nature of their support. A downgrade or default affecting any of the fund’s securities could affect the fund’s performance.

Cybersecurity and operational risk.    Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause a fund or its service providers to suffer data corruption or lose operational functionality. Similar incidents affecting issuers of a fund’s securities may negatively impact performance. Operational risk may arise from human error, error by third parties, communication errors, or technology failures, among other causes.

Economic and market events risk.    Events in the U.S. and global financial markets, including actions taken by the U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times result in unusually high market volatility, which could negatively impact performance. Reduced

 

19


liquidity in credit and fixed-income markets could adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates rise or economic conditions deteriorate.

Equity securities risk.    The price of equity securities may decline due to changes in a company’s financial condition or overall market conditions. Growth company securities may fluctuate more in price than other securities because of the greater emphasis on earnings expectations. Securities the manager believes are undervalued may never realize their full potential value, and in certain markets value stocks may underperform the market as a whole.

Exchange-traded funds risk.    An ETF generally reflects the risks of the underlying securities of the index it is designed to track. However, at times, an ETF’s portfolio composition and performance may not match that of such index. A fund bears ETF fees and expenses indirectly.

Fixed-income securities risk.    A rise in interest rates typically causes bond prices to fall. The longer the average maturity or duration of the bonds held by a fund, the more sensitive it will likely be to interest-rate fluctuations. An issuer may not make all interest payments or repay all or any of the principal borrowed. Changes in a security’s credit quality may adversely affect fund performance.

Foreign securities risk.    Less information may be publicly available regarding foreign issuers. Foreign securities may be subject to foreign taxes and may be more volatile than U.S. securities. Currency fluctuations and political and economic developments may adversely impact the value of foreign securities. The risks of investing in foreign securities are magnified in emerging markets. Any depositary receipts are subject to most of the risks associated with investing in foreign securities directly because the value of a depositary receipt is dependent upon the market price of the underlying foreign equity security. Depositary receipts are also subject to liquidity risk.

Hedging, derivatives, and other strategic transactions risk.    Hedging, derivatives, and other strategic transactions may increase a fund’s volatility and could produce disproportionate losses, potentially more than the fund’s principal investment. Risks of these transactions are different from and possibly greater than risks of investing directly in securities and other traditional instruments. Under certain market conditions, derivatives could become harder to value or sell and may become subject to liquidity risk (i.e., the inability to enter into closing transactions). Derivatives and other strategic transactions that a fund may utilize include: credit default swaps, foreign currency forward contracts, futures contracts, interest-rate swaps, and options. Foreign currency forward contracts, futures contracts, options, and swaps generally are subject to counterparty risk. In addition,

 

20


swaps may be subject to interest-rate and settlement risk, and the risk of default of the underlying reference obligation. Derivatives associated with foreign currency transactions are subject to currency risk.

Index management risk.    Certain factors may cause a fund that is an index fund to track its target index less closely. For example, a subadvisor may select securities that are not fully representative of the index, and the fund’s transaction expenses, and the size and timing of its cash flows, may result in the fund’s performance being different than that of its index. Moreover, the fund will generally reflect the performance of its target index even when the index does not perform well.

Initial public offerings (“IPO”) risk.    IPO share prices are frequently volatile and may significantly impact fund performance.

Large company risk.    Larger companies may grow more slowly than smaller companies or be slower to respond to business developments. Large capitalization securities may underperform the market as a whole.

Liquidity risk.    The extent (if at all) to which a security may be sold or a derivative position closed without negatively impacting its market value may be impaired by reduced market activity or participation, legal restrictions, or other economic and market impediments. Liquidity risk may be magnified in rising interest rate environments due to higher than normal redemption rates. Widespread selling of fixed-income securities to satisfy redemptions during periods of reduced demand may adversely impact the price or salability of such securities. Periods of heavy redemption could cause the fund to sell assets at a loss or depressed value, which could negatively affect performance. Redemption risk is heightened during periods of declining or illiquid markets.

Lower-rated and high-yield fixed-income securities risk.    Lower-rated and high-yield fixed-income securities (junk bonds) are subject to greater credit quality risk, risk of default, and price volatility than higher-rated fixed-income securities, may be considered speculative, and can be difficult to resell.

Mortgage-backed and asset-backed securities risk.    Mortgage-backed and asset-backed securities are subject to different combinations of prepayment, extension, interest rate, and other market risks. Factors that impact the value of these securities include interest rate changes, the reliability of available information, credit quality or enhancement, and market perception.

Sector risk.    When a fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector performance and could fluctuate more widely than if the fund were invested more evenly across sectors.

 

21


Short sales risk.    In a short sale, a fund pays interest on the borrowed security. The fund will lose money if the security price increases between the short sale and the replacement date.

Small and mid-sized company risk.    Small and mid-sized companies are generally less established and may be more volatile than larger companies. Small and/or mid-capitalization securities may underperform the market as a whole.

* * *

These risks are more fully described below and in the JHVIT Prospectus under “Additional Information About the Funds’ Principal Risks.” Additional information on these risks is included in the JHVIT SAI under “Risk Factors.”

Comparison of, and Effect on, Fund Operating Expenses

The operating expenses of each fund for the 12-month period ended June 30, 2020 (including pro forma expenses showing the effect of the Reorganization as of June 30, 2020) are set forth below. On a pro forma basis, Series I, Series II, and Series NAV shares of the resulting combined fund after the Reorganization are expected to have total operating expenses that are lower than those of the corresponding Acquired Fund share classes. The pro forma fees and expenses assume that the Reorganization was in effect for the year ended June 30, 2020.

The expense ratios and examples below do not reflect the fees and expenses of any variable contract that may use JHVIT as its underlying investment option. If such fees and expenses had been reflected, the expense ratios would be higher.

The expense ratios and examples below do not reflect the aggregate estimated expenses of the Reorganization to be borne by Managed Volatility Aggressive Portfolio (consisting of brokerage commission or other transaction costs, legal, accounting, printing, and solicitation and tabulation of proxies and portfolio trading costs), and the expected reduction in net asset value per share (in parentheses) are approximately $111,254 (less than $0.01 per share). If such expenses had been reflected, the expense ratios would be higher. The Managed Volatility Aggressive Portfolio will pay any brokerage commissions and other transaction costs related to the Reorganization including costs associated with its re-positioning (as described above under “Portfolio Re-Positioning”).

Each Fund offers Series I, Series II, and Series NAV shares. In the Reorganization, holders of Series I, Series II and Series NAV shares of Managed Volatility Aggressive Portfolio will receive Series I, Series II, and Series NAV shares, respectively, of Managed Volatility Growth Portfolio.

 

22


Effective December 10, 2020, the Adviser contractually agrees to reduce the advisory fee that would be payable by the Managed Volatility Growth Portfolio (after giving effect to asset-based breakpoints) by 0.005% of the Fund’s average daily net assets. This advisory fee reduction expires April 30, 2022.

Annual Fund Operating Expenses (12-month period ended 6/30/2020) (expenses that you pay each year as a percentage of the value of your investment)

 

Fund/Share

      Management
fees
  Distribution
and service
(Rule 12b-1)
fees
    Other
expenses
    Acquired
fund fees and
expenses1
    Total annual
fund
operating
expenses
 

(1) JHVIT Managed Volatility Aggressive Portfolio

           

(Acquired Fund)

  Series I   0.27%     0.05     0.05     0.56     0.93
  Series II   0.27%     0.25     0.05     0.56     1.13
  Series NAV   0.27%     0.00     0.05     0.56     0.88

(2) Managed Volatility Growth Portfolio

       

(Acquiring Fund)

  Series I   0.20%     0.05     0.03     0.57     0.85
  Series II   0.20%     0.25     0.03     0.57     1.05
  Series NAV   0.20%     0.00     0.03     0.57     0.80

(3) Managed Volatility Growth Portfolio

       

(Acquiring Fund)
(Pro forma combining (1) and (2))

  Series I   0.20%     0.05     0.03     0.57     0.85
  Series II   0.20%     0.25     0.03     0.57     1.05
  Series NAV   0.20%     0.00     0.03     0.57     0.80

 

1

Acquired fund fees and expenses” are based on indirect net expenses associated with the fund’s investments in underlying investment companies.

Examples:    The examples are intended to help you compare the costs of investing in the Acquired and Acquiring Funds. The examples assume that $10,000 is invested in the particular fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that each fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Fund/Share Class

        One
Year
     Three
Years
     Five
Years
     Ten
Years
 

(1) Managed Volatility Aggressive Portfolio

              

(Acquired Fund)

   Series I    $ 95      $ 296      $ 515      $ 1,143  
   Series II    $ 115      $ 359      $ 622      $ 1,375  
   Series NAV    $ 90      $ 281      $ 488      $ 1,084  

(2) Managed Volatility Growth Portfolio

              

(Acquiring Fund)

   Series I    $ 87      $ 271      $ 471      $ 1,049  
   Series II    $ 107      $ 334      $ 579      $ 1,283  
   Series NAV    $ 82      $ 255      $ 444      $ 990  

(3) Managed Volatility Growth Portfolio

              

(Acquiring Fund)
(Pro forma combining (1) and (2))

   Series I    $ 87      $ 271      $ 471      $ 1,049  
   Series II    $ 107      $ 334      $ 579      $ 1,283  
   Series NAV    $ 82      $ 255      $ 444      $ 990  

 

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Portfolio Turnover.    Each of the Acquired and Acquiring Funds pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the 12-month period ended December 31, 2019 and the six-month period ended June 30, 2020, the portfolio turnover rates for Managed Volatility Aggressive Portfolio was 15% and 7%, respectively, of the average value of its total portfolio, and the portfolio turnover rates for Managed Volatility Growth Portfolio was 8% and 4%, respectively, of the average value of its total portfolio.

Distribution, Purchase and Redemption Procedures and Exchange Rights. The distribution, purchase and redemption procedures of each fund, and the exchange rights of the corresponding classes of each fund, are the same.

Investment Management Fees/Subadvisory Arrangements

Based on information for the 12-month period ended June 30, 2020, the effective advisory fee rate charged to Managed Volatility Growth Portfolio (0.20%), is lower than the effective advisory fee charged to Managed Volatility Aggressive Portfolio (0.27%).

Each fund pays JHVTA a management fee that is accrued and paid daily. The advisory fee for the fund is calculated by applying to the net assets of the fund an annual fee rate, which is determined based on the application of the annual percentage rates for the fund to the “Aggregate Net Assets” of the fund.

Both funds have the same management fee. The management fee has two components: (a) a fee on assets invested in funds of JHVIT, John Hancock Funds II or John Hancock Funds III (“Affiliated Funds Assets”)* and (b) a fee on assets not invested in Affiliated Funds Assets (“Other Assets”). (*The following JHVIT funds are not included in Affiliated Funds Assets: 500 Index Trust, International Equity Index Trust and Total Bond Market Trust.)

(a) The fee on Affiliated Funds Assets is stated as an annual percentage of the current value of the aggregate net assets of the Managed Volatility Portfolios, the Lifestyle Portfolios, and the Multimanager Lifestyle Portfolios and Multi-Index Lifestyle Portfolios that are series of John Hancock Funds II determined in accordance with the following schedule and that rate is applied to the Affiliated Funds Assets of the fund.

 

  0.050% — first $7.5 billion; and  
  0.040% — excess over $7.5 billion.  

 

24


(b) The fee on Other Assets is stated as an annual percentage of the current value of the aggregate net assets of the Managed Volatility Portfolios, the Lifestyle Portfolios, and the Multimanager Lifestyle Portfolios and Multi-Index Lifestyle Portfolios that are series of John Hancock Funds II determined in accordance with the following schedule and that rate is applied to the Other Assets of the fund.

 

  0.500% — first $7.5 billion; and  
  0.490% — excess over $7.5 billion.  

During the 12-month period ended June 30, 2020, Managed Volatility Aggressive Portfolio paid an effective advisory fee of 0.27% and Managed Volatility Growth Portfolio paid an effective advisory fee of 0.20%.

Manulife Investment Management (US) LLC serves as subadvisor to Managed Volatility Aggressive Portfolio and Managed Volatility Growth Portfolio. For its services, each subadvisor receives a subadvisory fee. The subadvisory fee is paid by JHVTA and is not an additional charge to the funds.

* * *

For additional information about the subadvisor and portfolio manager for the Acquired and Acquiring Funds, see “Additional Information About the Funds — The Subadvisors and Portfolio Managers.”

A discussion of the basis of the Board’s approval of the continuation of the advisory and subadvisory agreements for the Acquired and Acquiring Funds at the June 23-25, 2020 Board meeting is available in JHVIT’s Semiannual Report to Shareholders for the six-month period ended June 30, 2020.

Performance

The following information provides some indication of the risks of investing in each fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. For each fund, the Combined Index (described below) and in the case of the Acquiring Fund, the Bloomberg Barclays U.S. Aggregate Bond Index, shows how the fund’s performance compares against the returns of similar investments.

On March 3, 2014, both the Acquired Fund and the Acquiring Fund changed their investment objective and principal investment strategies. The performance information below for the period prior to this date does not reflect these changes. In the case of the Acquired Fund, under the fund’s prior investment objective and principal investment strategies, the fund normally invested approximately 100% of

 

25


its assets in underlying funds that invest primarily in equity securities and could invest up to 10% of its assets in underlying funds that invest primarily in fixed-income securities and did not use certain risk management techniques to seek to manage the volatility of returns (i.e. standard deviation) and limit the magnitude of portfolio losses. In the case of the Acquiring Fund, under the fund’s prior investment objective and principal investment strategies, the fund normally invested approximately 70% of its assets in underlying funds that invest primarily in equity securities and approximately 30% of its assets in underlying funds that invest primarily in fixed-income securities and did not use certain risk management techniques to seek to manage the volatility of returns (i.e. standard deviation) and limit the magnitude of portfolio losses.

Managed Volatility Growth Portfolio outperformed Managed Volatility Aggressive Portfolio for the one-, five- and ten- year periods ended December 31, 2020.

The performance information below does not reflect fees and expenses of any variable contract that may use JHVIT as its underlying investment option. If such fees and expenses had been reflected, performance would be lower.

The past performance of a fund is not necessarily an indication of how it will perform in the future.

Managed Volatility Aggressive Portfolio

(Acquired Fund)

Calendar year total returns for Series I (%)

 

LOGO

Best Quarter:   Q3 ‘10, 13.67%

Worst Quarter: Q1 ‘20, -20.11 %

 

26


Managed Volatility Growth Portfolio

(Acquiring Fund)

Calendar year total returns for Series I (%)

 

LOGO

Best Quarter:   Q3 ‘10, 10.32%

Worst Quarter: Q1 ‘20, -16.79%

Average Annual Total Returns for Periods Ended December 31, 2020 (%)

Managed Volatility Aggressive Portfolio

(Acquired Fund)

 

     One
Year
  Five
Year
    Ten
Year
    Date of
Inception
 

Series I

   -4.76%     5.69     5.69     01/08/97  

Series II

   -5.04%     5.46     5.48     01/28/02  

Series NAV

   -4.80%     5.71     5.74     04/29/05  

S&P 500 Index (reflects no deduction for fees, expenses, or taxes)

   18.40%     15.22     13.88  

Combined Index: 70% of the Russell 3000 Index and 30% of the MSCI EAFE Index (reflects no deduction for fees, expenses, or taxes)

   16.90%     13.05     11.31  

Managed Volatility Growth Portfolio

(Acquiring Fund)

 

     One
Year
  Five
Year
    Ten
Year
    Date of
Inception
 

Series I

   -1.42%     6.18     5.82     01/08/97  

Series II

   -1.60%     5.98     5.60     01/28/02  

Series NAV

   -1.37%     6.24     5.87     04/29/05  

S&P 500 Index (reflects no deduction for fees, expenses, or taxes)

   18.40%     15.22     13.88  

Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)

   7.51%     4.44     3.84  

Combined Index: 49% of the Russell 3000 Index, 21% of the MSCI EAFE Index and 30% of the Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)

   14.77%     10.69     9.26  

 

27


PROPOSAL 2 —

APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION PROVIDING FOR THE REORGANIZATION OF LIFESTYLE AGGRESSIVE PORTFOLIO INTO LIFESTYLE GROWTH PORTFOLIO

Shareholders of Lifestyle Aggressive Portfolio (the “Acquired Fund”) are being asked to approve the Plan providing for the Reorganization of that fund into Lifestyle Growth Portfolio (the “Acquiring Fund”). The funds are compared below.

Comparison of Acquired and Acquiring Funds

A description of the differences in investment objectives and policies for the Acquired Fund and the Acquiring Fund is set forth below.

The Lifestyle Aggressive Portfolio and the Lifestyle Growth Portfolio are similar in that both funds are fund of funds and allocate their assets to underlying funds that invest primarily in equity securities or in futures contracts on equity markets (the “Equity Allocation”) and to underlying funds that invest primarily in fixed-income securities or in futures contracts on fixed-income markets (the “Fixed Income Allocation”). Each fund may invest in ETFs and may invest directly in equity and fixed income securities. Each fund may use derivatives for hedging and non-hedging purposes.

The funds differ in that the Aggressive Portfolio’s Equity Allocation is normally approximately 100% of its assets and the fund may have a Fixed-Income Allocation of up to 10% of its assets whereas the Lifestyle Growth Portfolio’s Equity Allocation is normally approximately 70% of its assets and its Fixed Income Allocation is normally approximately 30% of its assets.

The Lifestyle Growth Portfolio may invest in various underlying funds that as a group hold a wide range of equity type securities including small-, mid- and large- capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities, science, and technology stocks. Similarly, the Lifestyle Aggressive Portfolio may invest in various underlying funds that as a group hold a wide range of equity type securities.

Each of the Lifestyle Growth Portfolio and Lifestyle Aggressive Fund may invest in underlying funds that focus their investment strategy on fixed-income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The Lifestyle Growth Portfolio’s and the Lifestyle Aggressive Portfolio’s fixed-income

 

28


underlying funds collectively may hold various types of debt instruments such as corporate bonds and mortgage backed, U.S. and foreign government issued, domestic and international securities.

 

Lifestyle Aggressive Portfolio   Lifestyle Growth Portfolio
(Acquired Fund)   (Acquiring Fund)
Approximate Net Assets of Each Fund as of June 30, 2020
$35,643,656   $5,579,375,604
Investment Advisor:
JHVTA
Investment Subadvisors:
Manulife Investment Management (US) LLC   Manulife Investment Management (US) LLC
Investment Objectives:
To seek long-term growth of capital.   To seek long-term growth of capital. Current income is also a consideration.
Principal Investment Strategies:

The fund, except as otherwise described below, operates as a fund of funds and normally invests approximately 100% of its assets in underlying funds that invest primarily in equity securities or in futures contracts on equity markets (the “Equity Allocation”) and up to 10% of its assets in underlying funds that invest primarily in fixed-income securities or in futures contracts on fixed-income markets (the “Fixed-Income Allocation”).

 

Underlying funds include exchange-traded funds (“ETFs”) and the fund may invest a significant portion of its assets in ETFs. At the discretion of the subadvisor, the Equity Allocation may also include direct investments in equity

 

The fund, except as otherwise described below, operates as a fund of funds and normally invests approximately 70% of its assets in underlying funds that invest primarily in equity securities or in futures contracts on equity markets (the “Equity Allocation”) and approximately 30% of its assets in underlying funds that invest primarily in fixed-income securities or in futures contracts on fixed-income markets (the “Fixed Income Allocation”).

 

Underlying funds may include exchange traded funds (“ETFs”) and the fund may invest a significant portion of its assets in ETFs. At the discretion of the subadvisor, the Equity Allocation may also include direct investments in equity

 

29


Lifestyle Aggressive Portfolio   Lifestyle Growth Portfolio
(Acquired Fund)   (Acquiring Fund)

securities, and the Fixed-Income Allocation may also include direct investments in fixed- income securities. The subadvisor may also determine in light of market or economic conditions that the normal percentage limitations should be exceeded to protect the fund or achieve its investment objective.

 

Within the prescribed percentage allocation, the subadvisor selects the percentage level to be maintained in specific underlying funds and in futures contracts on equity or fixed-income markets. These allocations may be changed at any time by the subadvisor.

 

The fund may invest in various underlying funds that as a group hold a wide range of equity type securities. The fund may also invest in underlying funds that purchase futures contracts on equity markets.

 

Certain of these underlying funds focus their investment strategy on fixed-income securities, which may include investment grade and below investment grade debt securities (“junk bonds”) with maturities that range from short to longer term.

 

The fund may invest in derivatives, including futures contracts and options. The fund may use derivatives for hedging and non-hedging purposes including, without limitation, the following purposes:

 

•  To establish a position in the derivatives markets as a method of

 

securities and the Fixed Income Allocation may also include direct investments in fixed-income securities. The subadvisor may also determine in light of market or economic conditions that the normal percentage limitations should be exceeded to protect the fund or achieve its investment objective.

 

Within the prescribed percentage allocation, the subadvisor selects the percentage level to be maintained in specific underlying funds and in futures contracts on equity or fixed-income markets. These allocations may be changed at any time by the subadvisor.

 

The fund may invest in various underlying funds that as a group hold a wide range of equity type securities. These include small-, mid- and large- capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities, science, and technology stocks. Each of these underlying funds has its own investment strategy which, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. The fund may also invest in underlying funds that purchase futures contracts on equity markets.

 

Certain of these underlying funds focus their investment strategy on fixed-income securities, which may include investment grade and below investment grade debt securities with maturities that

 

30


Lifestyle Aggressive Portfolio   Lifestyle Growth Portfolio
(Acquired Fund)   (Acquiring Fund)

gaining exposure to a particular security or market;

 

•  To attempt to protect against possible changes in the market value of securities held or to be purchased by the fund or an underlying fund;

 

•  To manage the effective maturity or duration of the securities of the fund or an underlying fund;

 

•  To facilitate the repatriation of foreign currency and the settlement of purchases of foreign securities

 

The fund may invest in other types of investments, including exchange-traded notes (“ETNs”), as described under “Other Permitted Investments by the Fund of Funds.”

 

The fund bears its own expenses and, in addition, indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

 

range from short to longer term. The fixed-income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, U.S. and foreign government issued, domestic and international securities.

 

The fund may invest in derivatives, which are financial contracts with a value that depends on, or is derived from, the value of underlying assets, reference rates or indexes. Derivatives may relate to stocks, bonds, interest rates, currencies or currency exchange rates and related indexes. The fund may use derivatives for hedging and non hedging purposes including, without limitation, the following purposes:

 

•  To establish a position in the derivatives markets as a method of gaining exposure to a particular security or market;

 

•  To attempt to protect against possible changes in the market value of securities held or to be purchased by the fund or an underlying fund;

 

•  To manage the effective maturity or duration of the securities of the fund or an underlying fund; and

 

•  To facilitate the repatriation of foreign currency and the settlement of purchases of foreign securities.

 

The fund may invest in other types of investments including exchange-traded

 

31


Lifestyle Aggressive Portfolio   Lifestyle Growth Portfolio
(Acquired Fund)   (Acquiring Fund)
 

notes (ETNs) as described under “Other Permitted Investments of the Fund of Funds.”

 

The fund bears its own expenses and, in addition, indirectly bears its proportionate share of the expenses of the underlying funds in which it invests.

 

Temporary Defensive Investing.    During unusual or unsettled market conditions, for purposes of meeting redemption requests, or pending investment of its assets, a fund generally may invest all or a portion of its assets in cash and securities that are highly liquid, including: (a) high quality money market instruments, such as short-term U.S. government obligations, commercial paper, repurchase agreements or other cash equivalents; and (b) money market funds. In the case of funds investing extensively in foreign securities, these investments may be denominated in either U.S. dollars or foreign currencies and may include debt of foreign corporations, governments and supranational organizations. To the extent a fund is in a defensive position, its ability to achieve its investment objective will be limited.

 

The fund may deviate from its principal investment strategies during transition periods, which may include the reassignment of portfolio management, a change in investment objective or strategy, a reorganization or liquidation, or the occurrence of large inflows or outflows.

Risk Adjusted Return (Sharpe Ratio) of Acquired and Acquiring Funds

The risk adjusted return (the return an investment provides given the level of risk) of the Lifestyle Aggressive Portfolio and the Lifestyle Growth Portfolio for the one-, three-, and five-year periods ended December 31, 2020, as measured by the Sharpe Ratio are:

 

Fund

   One
Year
   Three
Years
     Five
Years
 

Lifestyle Aggressive Portfolio

        

(Acquired Fund)

   0.60      0.50        0.73  

Lifestyle Growth Portfolio

        

(Acquiring Fund)

   0.73      0.59        0.82  

The Sharpe Ratio is a performance statistic that measures excess return per unit of risk, as defined by standard deviation. A higher Sharpe ratio suggest better risk-adjusted performance.

 

32


Principal Risks of Investing in the Funds

The net asset value (“NAV”) of each fund’s shares will go up and down, meaning that you could lose money on your investment in either fund. Because the funds have similar investment objectives and principal investment strategies, as described above, they have similar risks. The principal risks of investing in the funds are:

Risks Common to Both Funds

Principal risks of investing in the fund of funds

Commodity risk.    Commodity prices may be volatile due to fluctuating demand, supply disruption, speculation, and other factors. Certain commodity investments may have no active trading market at times.

Credit and counterparty risk.    The issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter derivatives contract, or a borrower of fund securities may not make timely payments or otherwise honor its obligations. U.S. government securities are subject to varying degrees of credit risk depending upon the nature of their support. A downgrade or default affecting any of the fund’s securities could affect the fund’s performance.

Cybersecurity and operational risk.    Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause a fund or its service providers to suffer data corruption or lose operational functionality. Similar incidents affecting issuers of a fund’s securities may negatively impact performance. Operational risk may arise from human error, error by third parties, communication errors, or technology failures, among other causes.

Economic and market events risk.    Events in the U.S. and global financial markets, including actions taken by the U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times result in unusually high market volatility, which could negatively impact performance. Reduced liquidity in credit and fixed-income markets could adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates rise or economic conditions deteriorate.

Equity securities risk.    The price of equity securities may decline due to changes in a company’s financial condition or overall market conditions.

Exchange-traded funds risk.    An ETF generally reflects the risks of the underlying securities of the index it is designed to track. However, at times, an ETF’s portfolio composition and performance may not match that of such index. A fund bears ETF fees and expenses indirectly.

 

33


Exchange-traded notes risk.    An ETN generally reflects the risks associated with the assets composing the underlying market benchmark or strategy it is designed to track. ETNs also are subject to issuer and fixed-income risks.

Fixed-income securities risk.    A rise in interest rates typically causes bond prices to fall. The longer the average maturity or duration of the bonds held by a fund, the more sensitive it will likely be to interest-rate fluctuations. An issuer may not make all interest payments or repay all or any of the principal borrowed. Changes in a security’s credit quality may adversely affect fund performance.

Fund of funds risk.    The fund’s ability to achieve its investment objective will depend largely, in part, on: (i) the underlying funds’ performance, expenses and ability to meet their investment objectives; and (ii) properly rebalancing assets among underlying funds and different asset classes. The fund is also subject to risks related to: (i) layering of fees of the underlying funds; and (ii) conflicts of interest associated with the subadvisor’s ability to allocate fund assets without limit to other funds it advises and/or other funds advised by affiliated subadvisors. There is no assurance that either the fund or the underlying funds will achieve their investment objectives. A fund bears underlying fund fees and expenses indirectly.

Hedging, derivatives, and other strategic transactions risk.    Hedging, derivatives, and other strategic transactions may increase a fund’s volatility and could produce disproportionate losses, potentially more than the fund’s principal investment. Risks of these transactions are different from and possibly greater than risks of investing directly in securities and other traditional instruments. Under certain market conditions, derivatives could become harder to value or sell and may become subject to liquidity risk (i.e., the inability to enter into closing transactions). Derivatives and other strategic transactions that a fund intends to utilize include: futures contracts and options. Futures contracts and options generally are subject to counterparty risk.

Investment company securities risk.    Underlying fund fees and expenses associated with investments in other investment companies are borne by fund shareholders.

Liquidity risk.    The extent (if at all) to which a security may be sold or a derivative position closed without negatively impacting its market value may be impaired by reduced market activity or participation, legal restrictions, or other economic and market impediments. Liquidity risk may be magnified in rising interest rate environments due to higher than normal redemption rates. Widespread selling of fixed-income securities to satisfy redemptions during periods of reduced demand may adversely impact the price or salability of such securities. Periods of heavy redemption could cause the fund to sell assets at a loss or depressed value, which could negatively affect performance. Redemption risk is heightened during periods of declining or illiquid markets.

 

34


Target allocation risk.    The fund’s risk profile will change due to reallocation or rebalancing of portfolio assets.

Principal risks of investing in the underlying funds

Convertible securities risk.    The market values of convertible securities tend to fall as interest rates rise and rise as interest rates fall. As the market price of underlying common stock declines below the conversion price, the market value of the convertible security tends to be increasingly influenced by its yield.

Cybersecurity and operational risk.    Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause a fund or its service providers to suffer data corruption or lose operational functionality. Similar incidents affecting issuers of a fund’s securities may negatively impact performance. Operational risk may arise from human error, error by third parties, communication errors, or technology failures, among other causes.

Economic and market events risk.    Events in the U.S. and global financial markets, including actions taken by the U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times result in unusually high market volatility, which could negatively impact performance. Reduced liquidity in credit and fixed-income markets could adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates rise or economic conditions deteriorate.

Equity securities risk.    The price of equity securities may decline due to changes in a company’s financial condition or overall market conditions. Growth company securities may fluctuate more in price than other securities because of the greater emphasis on earnings expectations. Securities the manager believes are undervalued may never realize their full potential value, and in certain markets value stocks may underperform the market as a whole.

Exchange-traded funds risk.    An ETF generally reflects the risks of the underlying securities of the index it is designed to track. However, at times, an ETF’s portfolio composition and performance may not match that of such index. A fund bears ETF fees and expenses indirectly.

Fixed-income securities risk.    A rise in interest rates typically causes bond prices to fall. The longer the average maturity or duration of the bonds held by a fund, the more sensitive it will likely be to interest-rate fluctuations. An issuer may not make all interest payments or repay all or any of the principal borrowed. Changes in a security’s credit quality may adversely affect fund performance.

 

35


Foreign securities risk.    Less information may be publicly available regarding foreign issuers. Foreign securities may be subject to foreign taxes and may be more volatile than U.S. securities. Currency fluctuations and political and economic developments may adversely impact the value of foreign securities. The risks of investing in foreign securities are magnified in emerging markets. Any depositary receipts are subject to most of the risks associated with investing in foreign securities directly because the value of a depositary receipt is dependent upon the market price of the underlying foreign equity security. Depositary receipts are also subject to liquidity risk.

Hedging, derivatives, and other strategic transactions risk.    Hedging, derivatives, and other strategic transactions may increase a fund’s volatility and could produce disproportionate losses, potentially more than the fund’s principal investment. Risks of these transactions are different from and possibly greater than risks of investing directly in securities and other traditional instruments. Under certain market conditions, derivatives could become harder to value or sell and may become subject to liquidity risk (i.e., the inability to enter into closing transactions). Derivatives and other strategic transactions that a fund intends to utilize include: futures contracts and options. Futures contracts and options generally are subject to counterparty risk.

Index management risk.    Certain factors may cause a fund that is an index fund to track its target index less closely. For example, a subadvisor may select securities that are not fully representative of the index, and the fund’s transaction expenses, and the size and timing of its cash flows, may result in the fund’s performance being different than that of its index. Moreover, the fund will generally reflect the performance of its target index even when the index does not perform well.

Initial public offerings (“IPO”) risk.    IPO share prices are frequently volatile and may significantly impact fund performance.

Large company risk.    Larger companies may grow more slowly than smaller companies or be slower to respond to business developments. Large capitalization securities may underperform the market as a whole.

Liquidity risk.    The extent (if at all) to which a security may be sold or a derivative position closed without negatively impacting its market value may be impaired by reduced market activity or participation, legal restrictions, or other economic and market impediments. Liquidity risk may be magnified in rising interest rate environments due to higher than normal redemption rates. Widespread selling of fixed-income securities to satisfy redemptions during periods of reduced demand may adversely impact the price or salability of such securities. Periods of

 

36


heavy redemption could cause the fund to sell assets at a loss or depressed value, which could negatively affect performance. Redemption risk is heightened during periods of declining or illiquid markets.

Lower-rated and high-yield fixed-income securities risk.    Lower-rated and high-yield fixed-income securities (junk bonds) are subject to greater credit quality risk, risk of default, and price volatility than higher-rated fixed-income securities, may be considered speculative, and can be difficult to resell.

Mortgage-backed and asset-backed securities risk.    Mortgage-backed and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and other market risks. Factors that impact the value of these securities include interest rate changes, the reliability of available information, credit quality or enhancement, and market perception.

Non-diversified risk.    Adverse events affecting a particular issuer or group of issuers may magnify losses for non-diversified funds, which may invest a large portion of assets in any one issuer or a small number of issuers.

Sector risk.    When a fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector performance and could fluctuate more widely than if the fund were invested more evenly across sectors.

Short sales risk.    In a short sale, a fund pays interest on the borrowed security. The fund will lose money if the security price increases between the short sale and the replacement date.

Small and mid-sized company risk.    Small and mid-sized companies are generally less established and may be more volatile than larger companies. Small and/or mid-capitalization securities may underperform the market as a whole.

Particular Risks of Lifestyle Aggressive Portfolio

Credit and counterparty risk.    The issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter derivatives contract or a borrower of a fund’s securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise honor its obligations. Funds that invest in fixed-income securities are subject to varying degrees of risk that the issuers of the securities will have their credit rating downgraded or will default, potentially reducing a fund’s share price and income level.

Particular Risks of Lifestyle Growth Portfolio

JHVIT Lifestyle Portfolio asset transfer risk.    The Lifestyle Growth Portfolio is offered in connection with specific guaranteed benefits under variable

 

37


annuity contracts (the “Contracts”) issued by John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York (collectively, the “John Hancock Issuers”). The Contracts provide that the John Hancock Issuers can automatically transfer contract value between the Lifestyle Growth Portfolio and the Select Bond Trust through a non-discretionary, systematic mathematical process. The purpose of these transfers is to attempt to protect contract value from declines due to market volatility, and thereby limit the John Hancock Issuers’ exposure to risk under the guaranteed benefits under the Contracts. The timing and amount of any transfer of contract value under the John Hancock Issuers’ process will depend on several factors including market movements. In general, the higher the equity component of a Lifestyle Growth Portfolio, the more likely that contract value will be reallocated from the Lifestyle Growth Portfolio to the Select Bond Trust when equity markets fall. These asset flows may negatively affect the performance of an underlying fund in which the Lifestyle Growth Portfolio invests by increasing the underlying fund’s transaction costs and causing it to purchase or sell securities when it would not normally do so. It could be particularly disadvantageous for the underlying fund if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. Because the Lifestyle Growth Portfolio bear their proportionate share of the transaction costs of the underlying funds, increased underlying fund expenses may indirectly negatively affect the performance of the Lifestyle Growth Portfolio.

Advance trade estimate risk.    The Lifestyle Growth Portfolio may seek to mitigate asset transfer risk by adjusting its portfolio based on advance estimates of automatic transfers of Contract value under the Contracts. The John Hancock Issuers have provided the Lifestyle Growth Portfolio’s subadvisor with an analytical tool that calculates estimates of automatic transfers based on several factors, including the mathematical process for automatic transfers and market movements before the daily close of trading. The subadvisor may, but is not required to, use the tool to adjust the Lifestyle Growth Portfolio’s portfolio with the goal of trading in securities or purchasing shares of underlying funds as close to the market close as possible in order to limit the Lifestyle Growth Portfolio’s exposure to cash drag (i.e., holding cash while markets are rising) and adverse overnight market fluctuations. For example, in a rising market, if the analytical tool suggests that the Lifestyle Growth Portfolio will receive inflows that day (the “Trade Date”), the subadvisor could buy securities or shares of an underlying fund close to or at the closing prices on the Trade Date, as opposed to the following business day, when the actual transfer amount would be known. In a falling market, if the analytical tool suggests that the Lifestyle Growth Portfolio will experience outflows on Trade Date, the subadvisor could sell securities or shares of an underlying fund close to or at the closing prices on Trade Date, as opposed to the following business day, when the actual transfer amount would be known.

 

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If the subadvisor relies on the analytical tool or its own judgment and places trades in anticipation of purchases and redemptions of Lifestyle Growth Portfolio shares, there can be no assurance that the prices paid by the Lifestyle Growth Portfolio will be better than if the Lifestyle Growth Portfolio had traded the following business day. The estimated transfer amount may be different from the actual transfer amount for various reasons, including changes in market direction, contract owner behavior and faulty inputs. If the estimated transfer amount is different from the actual transfer amount, the Lifestyle Growth Portfolio will buy or sell securities or shares of an underlying fund the following business day to adjust for this difference. For example, if cash flows into the Lifestyle Growth Portfolio are less than estimated, the Lifestyle Growth Portfolio could be forced to liquidate positions it had purchased. Conversely, if cash flows out of the Lifestyle Growth Portfolio are less than estimated, the Lifestyle Growth Portfolio may be required to repurchase positions it had sold. In addition, purchasing securities or shares of an underlying fund early could cause the Lifestyle Growth Portfolio to spend more money than it has available and, in the event of a market decline, such leverage will magnify losses because the decline also affects the securities purchased with amounts in excess of the Lifestyle Growth Portfolio’s assets. Due to these various factors, trading on the basis of advance estimates of automatic transfers may cause higher portfolio turnover than that based solely on automatic transfers of Contract value under the Contracts, increase Lifestyle Growth Portfolio expenses and adversely affect the performance of the Lifestyle Growth Portfolio.

* * *

These risks are more fully described below and in the JHVIT Prospectus under “Additional Information About the Funds’ Principal Risks.” Additional information on these risks is included in the JHVIT SAI under “Risk Factors.”

Comparison of, and Effect on, Fund Operating Expenses

The operating expenses of each fund for the 12-month period ended June 30, 2020 (including pro forma expenses showing the effect of the Reorganization as of June 30, 2020) are set forth below. On a pro forma basis, Series I, Series II, and Series NAV shares of the resulting combined fund after the Reorganization are expected to have total operating expenses that are: (1) lower than those of the corresponding Acquired Fund share classes before the impact of any contractual expense waivers; and (2) the same as those of the corresponding Acquired Fund share classes after the impact of any contractual expense waivers. The pro forma fees and expenses assume that the Reorganization was in effect for the year ended June 30, 2020.

The Lifestyle Aggressive Portfolio will pay any brokerage commissions and other transaction costs related to the Reorganization including costs associated with its re-positioning (as described above under “Portfolio Re-Positioning”).

 

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The expense ratios and examples below do not reflect the fees and expenses of any variable contract that may use JHVIT as its underlying investment option. If such fees and expenses had been reflected, the expense ratios would be higher.

Each Fund offers Series I, Series II, and Series NAV shares. In the Reorganization, holders of Series I, Series II and Series NAV shares of Lifestyle Aggressive Portfolio will receive Series I, Series II, and Series NAV shares, respectively, of Lifestyle Growth Portfolio.

Annual Fund Operating Expenses (12-month period ended 6/30/2020)

(expenses that you pay each year as a percentage of the value of your investment)

 

Fund/Share

      Management
fees
    Distribution
and
service
(Rule
12b-1) fees
    Other
expenses
    Acquired
fund fees
and
expenses1
    Total
annual
fund
operating
expenses2
    Contractual
expense
reimbursement
    Total
annual
fund
operating
expenses
after expense
reimbursements
 

(1) JHVIT Lifestyle Aggressive Portfolio

               

(Acquired Fund)

  Series I     0.12     0.05     0.23     0.45     0.85     -0.19 %3      0.66
  Series II     0.12     0.25     0.23     0.45     1.05     -0.19 %3      0.86
  Series NAV     0.12     0.00     0.23     0.45     0.80     -0.19 %3      0.61

(2) JHVIT Lifestyle Growth Portfolio

               

(Acquiring Fund)

  Series I     0.04     0.05     0.03     0.55     0.67     -0.01 %4      0.66
  Series II     0.04     0.25     0.03     0.55     0.87     -0.01 %4      0.86
  Series NAV     0.04     0.00     0.03     0.55     0.62     -0.01 %4      0.61

(3) JHVIT Lifestyle Growth Portfolio

               

(Acquiring Fund)

               

(Pro forma combining (1) and (2))

  Series I     0.04     0.05     0.03     0.55     0.67     -0.01 %4      0.66
  Series II     0.04     0.25     0.03     0.55     0.87     -0.01 %4      0.86
  Series NAV     0.04     0.00     0.03     0.55     0.62     -0.01 %4      0.61

 

1

“Acquired fund fees and expenses” are based on indirect net expenses associated with the fund’s investments in underlying investment companies.

 

2

The “Total annual fund operating expenses after expense reimbursements” shown may not correlate to the fund’s ratios of expenses to average daily net assets shown in the “Financial highlights” section of the fund’s prospectus, which does not include “Acquired fund fees and expenses.”

 

3

The Advisor has contractually agreed to reduce its management fee and/or make payment to the fund in an amount equal to the amount by which “Other expenses” of the fund exceed 0.04% of the average daily net assets of the fund. “Other expenses” means all of the expenses of the fund, excluding

 

40


  certain expenses such as advisory fees, taxes, brokerage commissions, interest expense, litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the fund’s business, distribution and service (Rule 12b-1) fees, underlying fund expenses (acquired fund fees), and short dividend expense. The current expense limitation agreement expires on April 30, 2022 unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time.

 

4

The Advisor has contractually agreed to reduce its management fee by an annual rate of 0.01% of the fund’s average daily net assets. This agreement expires on April 30, 2022, unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time.”

Examples:    The examples are intended to help you compare the costs of investing in the Acquired and Acquiring Funds. The examples assume that $10,000 is invested in the particular fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that each fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Fund/Share Class

        One
Year
     Three
Years
     Five
Years
     Ten
Years
 

(1) Lifestyle Aggressive Portfolio

              

(Acquired Fund)

   Series I    $ 67      $ 252      $ 453      $ 1,031  
   Series II    $ 88      $ 315      $ 561      $ 1,265  
   Series NAV    $ 62      $ 236      $ 425      $ 972  

(2) Lifestyle Growth Portfolio

              

(Acquiring Fund)

   Series I    $ 67      $ 213      $ 372      $ 834  
   Series II    $ 88      $ 277      $ 481      $ 1,072  
   Series NAV    $ 62      $ 198      $ 345      $ 773  

(3) Lifestyle Growth Portfolio

              

(Acquiring Fund)
(Pro forma combining (1) and (2))

   Series I    $ 67      $ 213      $ 372      $ 834  
   Series II    $ 88      $ 277      $ 481      $ 1,072  
   Series NAV    $ 62      $ 198      $ 345      $ 773  

Portfolio Turnover.    Each of the Acquired and Acquiring Funds pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the 12-month period ended December 31, 2019 and June 30, 2020, the portfolio turnover rates for Lifestyle Aggressive Portfolio was 20% and 11%, respectively, of the average value of its total portfolio, and the portfolio turnover rates for Lifestyle Growth Portfolio was 7% and 3%, respectively, of the average value of its total portfolio.

 

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Distribution, Purchase and Redemption Procedures and Exchange Rights.    The distribution, purchase and redemption procedures of each fund, and the exchange rights of the corresponding classes of each fund, are the same.

Investment Management Fees/Subadvisory Arrangements

Based on information for the 12-month period ended June 30, 2020, the effective advisory fee rate charged to Lifestyle Growth Portfolio (0.04%), is lower than the effective advisory fee charged to Lifestyle Aggressive Portfolio, the Acquired Fund (0.12%).

Each fund pays JHVTA a management fee that is accrued and paid daily. The advisory fee for the fund is calculated by applying to the net assets of the fund an annual fee rate, which is determined based on the application of the annual percentage rates for the fund to the “Aggregate Net Assets” of the fund.

Both funds have the same advisory fee as set forth below.

The management fee has two components: (a) a fee on assets invested in funds of JHVIT, John Hancock Funds II or John Hancock Funds III (“Affiliated Funds Assets”)* and (b) a fee on assets not invested in Affiliated Funds Assets (“Other Assets”). (*The following JHVIT funds are not included in Affiliated Funds Assets: 500 Index Trust, International Equity Index Trust and Total Bond Market Trust.)

(a) The fee on Affiliated Funds Assets is stated as an annual percentage of the current value of the aggregate net assets of the Managed Volatility Portfolios, the Lifestyle Portfolios, and the Multimanager Lifestyle Portfolios and Multi-Index Lifestyle Portfolios that are series of John Hancock Funds II determined in accordance with the following schedule and that rate is applied to the Affiliated Funds Assets of the fund.

 

  0.050% — first $7.5 billion; and  
  0.040% — excess over $7.5 billion.  

(b) The fee on Other Assets is stated as an annual percentage of the current value of the aggregate net assets of the Managed Volatility Portfolios, the Lifestyle Portfolios and the Multimanager Lifestyle Portfolios and Multi-Index Lifestyle Portfolios that are series of John Hancock Funds II determined in accordance with the following schedule and that rate is applied to the Other Assets of the fund.

 

  0.500% — first $7.5 billion; and  
  0.490% — excess over $7.5 billion.  

 

42


During the 12-month period ended June 30, 2020, Lifestyle Aggressive Portfolio paid an effective advisory fee of 0.12% and Lifestyle Growth Portfolio paid an effective advisory fee of 0.04%.

Manulife Investment Management (US) LLC serves as subadvisor to Lifestyle Aggressive Portfolio and Lifestyle Growth Portfolio. For its services, the subadvisor receives a subadvisory fee. The subadvisory fee is paid by JHVTA and is not an additional charge to the funds.

* * *

For additional information about the subadvisor and portfolio manager for the Acquired and Acquiring Funds, see “Additional Information About the Funds — The Subadvisors and Portfolio Managers.”

A discussion of the basis of the Board’s approval of the continuation of the advisory and subadvisory agreements for the Acquired and Acquiring Funds at the June 23-25, 2020 Board meeting is available in JHVIT’s Semiannual Report to Shareholders for the six-month period ended June 30, 2020.

Performance

The following information provides some indication of the risks of investing in each fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. With respect to the Acquired and Acquiring Funds the Combined Index (described below) and with respect to the Acquiring Fund, the Bloomberg Barclays U.S. Aggregate Bond Index, shows how the fund’s performance compares against the returns of similar investments. Performance shown for periods prior to the inception date of a class is the performance of the fund’s oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class.

Lifestyle Growth Portfolio underperformed Lifestyle Aggressive Portfolio for the one- and five-year periods and since-inception period ended December 31, 2020.

The performance information below does not reflect fees and expenses of any variable contract that may use JHVIT as its underlying investment option. If such fees and expenses had been reflected, performance would be lower.

The past performance of a fund is not necessarily an indication of how it will perform in the future.

 

43


Lifestyle Aggressive Portfolio

(Acquired Fund)

Calendar year total returns for Series II (%)

 

LOGO

Best Quarter:   Q2 ‘20, 19.82%

Worst Quarter: Q1 ‘20, -22.86%

Lifestyle Growth Portfolio

(Acquiring Fund)

Calendar year total returns for Series II (%)

 

LOGO

Best Quarter:   Q2 ‘20, 14.93%

Worst Quarter: Q1 ‘20, -15.41%

 

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Average Annual Total Returns for Periods Ended December 31, 2020 (%)

Lifestyle Aggressive Portfolio

(Acquired Fund)

 

     One
Year
  Five
Year
    Since
Inception
    Date of
Inception
 

Series I

   14.06%     11.99     9.37     11/01/13  

Series II

   13.81%     11.77     9.15     11/01/13  

Series NAV

   14.11%     12.05     9.42     11/01/13  

S&P 500 Index (reflects no deduction for fees, expenses, or taxes)

   18.40%     15.22     13.46  

Combined Index: 70% of the Russell 3000 Index and 30% of the MSCI EAFE Index (reflects no deduction for fees, expenses, or taxes)

   16.90%     13.05     10.69  

Lifestyle Growth Portfolio

(Acquiring Fund)

 

     One
Year
  Five
Year
    Since
Inception
    Date of
Inception
 

Series I

   13.58%     10.03     8.03     11/01/13  

Series II

   13.37%     9.81     7.87     04/29/11  

Series NAV

   13.63%     10.07     8.07     11/01/13  

S&P 500 Index (reflects no deduction for fees, expenses, or taxes)

   18.40%     15.22     13.39     04/29/11  

Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)

   7.51%     4.44     3.80     04/29/11  

Combined Index: 49% of the Russell 3000 Index, 21% of the MSCI EAFE Index and 30% of the Bloomberg Barclays U.S. Aggregate Bond Index. (reflects no deduction for fees, expenses, or taxes)

   14.77%     10.69     8.83     04/29/11  

 

45


INFORMATION ABOUT THE REORGANIZATIONS

Agreement and Plan of Reorganization

The following summary of the Plan is qualified in its entirety by reference to the Plan attached to this Proxy Statement/Prospectus as Appendix A. The Plan provides, with respect to the Reorganization, that the Acquiring Fund will acquire all the assets, subject to all the liabilities, of the Acquired Fund in exchange for shares of the Acquiring Fund. Subject to the satisfaction of the conditions described below, such acquisition will take place as of the close of regularly scheduled trading on the NYSE on or about April 23, 2021 or on such later date as may be determined by JHVIT (the “Exchange Date”). The net asset value per share of each class of shares of the Acquired and Acquiring Fund will be determined by dividing the fund’s assets, less liabilities, attributable to that share class, by the total number of outstanding shares of that class. The assets of each fund will be valued in accordance with the valuation practices of the Acquiring Fund. See “Additional Information About the Funds — Purchase and Redemption of Shares (Calculation of Net Asset Value)” below.

The number of full and fractional shares of the Acquiring Fund received by a shareholder of the Acquired Fund will be equal in value to the value of that shareholder’s full and fractional shares of the Acquired Fund as of the close of regularly scheduled trading on the NYSE on the Exchange Date (the “Effective Time”). The Acquired Fund will liquidate and distribute pro rata to its shareholders of record as of the Effective Time the shares of the Acquiring Fund received by the Acquired Fund in the Reorganization.

Each fund offers Series I, Series II, and Series NAV shares. In each Reorganization, holders of Series I, Series II, and Series NAV shares of the Acquired Fund will receive Series I, Series II, and Series NAV shares, respectively, of the corresponding Acquiring Fund.

The liquidation and distribution of the assets of each Acquired Fund will be accomplished by the establishment of accounts on the share records of the Acquiring Fund in the names of the shareholders of the Acquired Fund, each account representing the respective pro rata number of shares of the Acquiring Fund due the shareholder. After such distribution, JHVIT will take all necessary steps under Massachusetts law, JHVIT’s Agreement and Declaration of Trust (the “Declaration of Trust”), and any other applicable law to effect a complete dissolution of the Acquired Fund.

The consummation of each Reorganization is subject to the conditions set forth in the Plan, including that the affirmative vote of the holders of at least a Majority of the Outstanding Voting Securities (as defined under “Voting

 

46


Procedures” below) of the Acquired Fund entitled to vote approve the Reorganization. With respect to the Reorganization, the Plan may be terminated and a Reorganization abandoned at any time prior to the Effective Time, before or after approval by the shareholders of the Acquired Fund, by JHVIT on behalf of any or all of the applicable Acquired and Acquiring Funds if the Board or the officers of JHVIT determine that proceeding with the Reorganization is not in the best interests of any or all of the funds or their respective shareholders or contract owners. The Plan provides that JHVIT, on behalf of an Acquired or Acquiring Fund, may waive compliance with any of the covenants or conditions made therein for the benefit of that fund, except for certain conditions regarding the receipt of regulatory approvals.

With respect to the Reorganization of the Lifestyle Aggressive Portfolio, the expenses of the Reorganization (other than brokerage commissions and other transaction costs) will be borne by JHVTA. With respect to the Reorganization of the Managed Volatility Aggressive Portfolio, JHVTA will pay one half of the expenses of the Reorganization (other than brokerage commissions and other transaction costs), and the Managed Volatility Aggressive Portfolio will also pay one half of the expenses of the Reorganization as well as any brokerage commission and other transaction costs incurred in connection with the Reorganization. If a Reorganization is not consummated, the expenses of that Reorganization, consisting of legal, accounting, printing, and proxy solicitation and tabulation costs, will be paid by JHVTA.

If shareholders do not approve the Reorganization, the Board will take such action as it deems to be in the best interests of each Acquired Fund, which may include, among other things, continuing to operate each Acquired Fund as a stand-alone fund, liquidating each Acquired Fund or such other options the Board may consider.

The Board recommends that shareholders approve the Plan under Proposals 1 and 2, as applicable.

Reasons for the Reorganizations

The Board has approved each Reorganization and believes that it will benefit shareholders of the applicable Acquired Fund noting that the amount of assets in each Acquired Fund is relatively modest and the Advisor has informed the Board that it anticipates that assets in each Acquired Fund will continue to decline. Each Reorganization is intended to result in a combined fund that has the potential to achieve a more consistent long-term performance record and stronger prospects for growth and potential opportunities for economies of scale than would be the case for the applicable Acquired Fund.

 

47


Based on information for the 12-month period ended June 30, 2020, the effective advisory fee rate charged to Managed Volatility Growth Portfolio (0.20%), is lower than the effective advisory fee charged to Managed Volatility Aggressive Portfolio (0.27%). Based on information for the 12-month period ended June 30, 2020, the effective advisory fee rate charged to Lifestyle Growth Portfolio (0.04%), is lower than the effective advisory fee charged to Lifestyle Aggressive Portfolio, the Acquired Fund (0.12%).

In addition, in the case of the Managed Volatility Aggressive Portfolio, the Reorganization is expected to result in a combined fund that has a lower effective management fee and lower total annual fund operating expenses (after the payment of any costs related to the Reorganization) than the effective management fee and total annual fund operating expenses of the Managed Volatility Aggressive Portfolio.

In the case of the Lifestyle Aggressive Portfolio, the Reorganization is expected to result in a combined fund that has: (1) a lower effective management fee than the effective management fee of the Lifestyle Aggressive Portfolio; (2) lower total annual fund operating expenses than the Lifestyle Aggressive Portfolio before the impact of any contractual expense reimbursement; and (3) the same total annual fund operating expenses as Lifestyle Aggressive Portfolio after the impact of any contractual expense reimbursement.

Board Consideration of the Reorganizations

The Board, including the Independent Trustees, considered each Reorganization at a meeting held on December 8- 10, 2020, and reviewed information and materials regarding the Reorganization presented or prepared by, among others, the Advisor. In its review of the Reorganization, the Board was assisted by legal counsel, and the Independent Trustees were also assisted by independent legal counsel. In reaching its decision at the December 8- 10, 2020 meeting to recommend approval of each Reorganization, the Board concluded that the participation of the Acquired Fund in the Reorganization is in the best interests of the fund, as well as in the best interests of shareholders of and contract owners whose contract values are determined by investment in shares of the Acquired Fund, and that the interests of existing shareholders and contract owners will not be diluted as a result of the Reorganization.

In determining whether to approve each Reorganization and recommend its approval to shareholders of the applicable Acquired Fund, the Board inquired into a number of matters and considered, with respect to the Reorganization, the following factors, among others: (1) the compatibility of the investment objectives, policies and risks of the Acquired and Acquiring Funds; (2) the comparative historical performance of the Acquired and Acquiring Funds; (3) any advantages to

 

48


shareholders of the Acquired Fund of investing in a larger post-Reorganization asset pool having the potential for greater diversification; (4) the prospects for growth, and for achieving economies of scale, of the combined Acquired and Acquiring Funds; (5) the comparative expense ratios and available information regarding the fees and expenses of the Acquired and Acquiring Funds; (6) the investment experience, expertise and financial resources of, and the nature and quality of the services provided by the Advisor and the subadvisor of the Acquiring Fund; (7) the terms and conditions of the Reorganization and whether the Reorganization would result in dilution of shareholder or contract owner interests; (8) any direct and indirect costs to be incurred by the Acquired Fund as a result of the Reorganization; (9) any direct or indirect benefits to the Advisor or its affiliates to be realized as a result of the Reorganization; (10) the tax consequences of the Reorganization on variable contract owners; and (11) possible alternatives to the Reorganization, including liquidation of the Acquired Fund. In addition to the factors set forth above, the Board also took into account the specific factors listed below with respect to the Acquired and Acquiring Funds in connection with its decision to recommend approval of the Reorganization on behalf of the Acquired Fund. With respect to performance information, the Board reviewed information as of October 31, 2020. With respect to the operating expenses, the Board reviewed information for the 12-month period ended June 30, 2020.

Proposal 1 — Managed Volatility Aggressive Portfolio (Acquired Fund) into Managed Volatility Growth Portfolio (Acquiring Fund)

The Board, including the Independent Trustees, approved the Reorganization on behalf of Managed Volatility Aggressive Portfolio.

 

1.

The amount of assets in the Managed Volatility Aggressive Portfolio is relatively modest and the Advisor has informed the Board that it anticipates that assets in the Fund will continue to decline.

 

2.

JHVTA is the advisor to both the Managed Volatility Aggressive Portfolio and the Managed Volatility Growth Portfolio and will continue to provide investment advisory services to Managed Volatility Growth Portfolio after the Reorganization.

 

3.

The advisory fee schedules for the Managed Volatility Aggressive Portfolio and the Managed Volatility Growth Portfolio are the same.

 

4.

Total annual fund operating expenses for the 12- month period ended June 30, 2020 (the “Expense Ratio”) of each class of shares of the Managed Volatility Growth Portfolio is lower than the Expense Ratio of the corresponding class of shares of the Managed Volatility Aggressive Portfolio and the Expense Ratio of each class of shares of the combined portfolio is expected to be lower than the Expense Ratio of the corresponding class of shares of the Managed Volatility Aggressive Portfolio.

 

49


5.

Series I, II and NAV of the Managed Volatility Growth Portfolio outperformed the corresponding series of the Managed Volatility Aggressive Portfolio on a total return basis for the one-, three-, five and ten- year periods ended October 31, 2020 and for the period January 1, 2020 to October 31, 2020 except for the ten- year period ended October 31, 2020 for Series I where the performance of both Funds was the same.

 

6.

The Reorganization will not result in any dilution of shareholder or contract owner values.

 

7.

The Reorganization is not expected to be a taxable event for federal income tax purposes for contract owners.

Proposal 2 — Lifestyle Aggressive Portfolio (Acquired Fund) into Lifestyle Growth Portfolio (Acquiring Fund)

The Board, including the Independent Trustees, approved the Reorganization on behalf of Lifestyle Aggressive Portfolio.

 

1.

The amount of assets in the Lifestyle Aggressive Portfolio is relatively modest and the Advisor has informed the Board that it anticipates that assets in the fund will continue to decline.

 

2.

JHVTA is the advisor to both the Lifestyle Aggressive Portfolio and the Lifestyle Growth Portfolio and will continue to provide investment advisory services to Lifestyle Growth Portfolio after the Reorganization.

 

3.

The advisory fee schedules for the Lifestyle Aggressive Portfolio and the Lifestyle Growth Portfolio are the same.

 

4.

Total annual fund operating expenses after expense reimbursement for the 12- month period ended June 30, 2020 (the “Expense Ratio”) of each class of shares of the Lifestyle Aggressive Portfolio is the same as the Expense Ratio of the corresponding class of shares of the Lifestyle Growth Portfolio and the Expense Ratio of each class of shares of the combined portfolio is expected to be the same as the Expense Ratio of the corresponding class of shares of the Lifestyle Aggressive Portfolio.

 

5.

Series I, II and NAV of the Lifestyle Growth Portfolio outperformed the corresponding series of Lifestyle Aggressive Portfolio on a total return basis for the one- and three- year periods ended October 31, 2020 and for the period January 1, 2020 to October 31, 2020 but underperformed the Lifestyle Aggressive Portfolio for the five- year period ended October 31, 2020.

 

6.

The Reorganization will not result in any dilution of shareholder or contract owner values.

 

7.

The Reorganization is not expected to be a taxable event for federal income tax purposes for contract owners.

 

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Description of the Securities to Be Issued

JHVIT has an unlimited number of authorized shares of beneficial interest. These authorized shares may be divided into series and classes thereof. The Declaration of Trust authorizes the Board, without shareholder approval, to issue shares in different series, to create new series, to name the rights and preferences of the shareholders of each of the series, to approve mergers of series (to the extent consistent with applicable laws and regulations) and to designate a class of shares of a series as a separate series.

The Acquired and Acquiring Funds are separate series or funds of JHVIT. The shares of JHVIT may be issued in three classes: Series I, Series II, and Series NAV shares. Not all JHVIT funds have established or are currently authorized to offer all classes of shares, and additional classes may be offered in the future. Currently, each of the Acquired and Acquiring Funds has Series I, Series II, and Series NAV shares issued and outstanding.

Each Acquiring Fund will issue Series I, Series II, and Series NAV shares in connection with the Reorganization. Each such share, when sold in the manner contemplated by the registration statement, will be legally issued. Series I, Series II, and Series NAV shares may not be converted into shares of any other class.

Series I, Series II, and Series NAV shares of the funds are the same except for differences in class expenses, including different Rule 12b-1 fees for Series I and Series II (see “Additional Information About the Funds — Rule 12b-1 Fees” below) and, as described below, voting rights.

All shares of each fund have equal voting rights and are voted in the aggregate, and not by class, except that shares of each class have exclusive voting rights on any matter submitted to shareholders that relates solely to the arrangement of that class and have separate voting rights when any matter is submitted to shareholders in which the interests of one class differ from the interests of any other class or when voting by class is otherwise required by law.

Each issued and outstanding share is entitled to participate equally in dividends and distributions declared by the respective fund and upon liquidation in the net assets of the fund remaining after satisfaction of outstanding liabilities. Fractional shares have proportionate fractional rights to full shares. For these purposes and for purposes of determining the sale and redemption prices of shares, any assets or accrued liabilities that are not clearly allocable to a particular fund will be allocated in the manner determined by the Board.

The expenses of each fund are borne by its Series I, Series II, and Series NAV shares, based on the net assets of the fund attributable to shares of each class.

 

51


Notwithstanding the foregoing, “class expenses” are allocated to each class. “Class expenses” for each fund include the Rule 12b-1 fees (if any) paid with respect to a class and other expenses that JHVTA determines are properly allocable to a particular class. JHVTA will make such allocations in such manner and using such methodology as it determines to be reasonably appropriate. JHVTA’s determination is subject to ratification or approval by the Board. The types of expenses that JHVTA may determine are properly allocable to a particular class include the following: (i) printing and postage expenses related to preparing and distributing to the shareholders of a specific class (or owners of contracts funded by shares of such class) materials such as shareholder reports, prospectuses and proxies; (ii) professional fees relating solely to such class; (iii) Trustees’ fees, including independent counsel fees, relating specifically to one class; and (iv) expenses associated with meetings of shareholders of a particular class.

Federal Income Tax Consequences

As a condition to the consummation of the Reorganization, JHVIT will have received one or more opinions of K&L Gates LLP, dated on or before the Effective Time of the Reorganization, addressed to and in form and substance satisfactory to JHVIT that, assuming the variable contracts and the insurance companies issuing them are properly structured under the insurance company provisions of section 817(d) of the Internal Revenue Code of 1986, as amended (the “Code”), and the ownership of shares in the funds and access to the funds satisfies the requirements of Treasury Regulations section 1.817-5(f), the Reorganization will not be a taxable event for contract owners whose contract values are determined by investment in shares of the Acquired Fund. For purposes of rendering its opinion, K&L Gates LLP may rely exclusively and without independent verification, as to factual matters, on the statements made in the Plan, this Proxy/Prospectus and related SAI, and on such other written representations as will have been verified as of the Effective Time of the Reorganization.

None of JHVIT, the Acquired Funds, or the Acquiring Funds has sought a tax ruling from the Internal Revenue Service (the “IRS”), but each is acting in reliance upon the opinions of counsel discussed in the previous paragraph. The opinions are not binding on the IRS and do not preclude the IRS from adopting a contrary position. Contract owners should consult their own tax advisors concerning the potential tax consequences, including state and local income taxes.

 

52


CAPITALIZATION

The following tables show as of June 30, 2020, with respect to each proposal: (1) the capitalization of the Acquired Fund; (2) the capitalization of the Acquiring Fund; and (3) the pro forma combined capitalization of the Acquiring Fund, showing the effect of the Reorganization. The information in Item 3 of each table shows pro rata capitalization information as if the Reorganization had occurred as of that date, adjusted to reflect the expenses of the Reorganization. Neither table shows the actual numbers of shares of the applicable Acquiring Fund to be issued in connection with the Reorganization, which will depend upon the net asset value and number of shares outstanding of the Acquired and Acquiring Fund at the time of the Reorganization.

Proposal 1 — Capitalization Table

 

Funds

        Net Assets     Net Asset
Value
Per Share
     Shares
Outstanding
 

(1) Managed Volatility Aggressive Portfolio

       

(Acquired Fund)

   —Series I    $ 54,271,931     $ 8.96        6,060,107  
   —Series II    $ 55,235,003     $ 8.92        6,195,282  
   —Series NAV    $ 197,963,609     $ 8.96        22,090,513  
     

 

 

      

 

 

 

Total

      $ 307,470,543          34,345,902  
     

 

 

      

 

 

 

(2) Managed Volatility Growth Portfolio

       

(Acquiring Fund)

   —Series I    $ 520,201,801     $ 11.66        44,612,279  
   —Series II    $ 5,684,157,620     $ 11.61        489,754,531  
   —Series NAV    $ 704,346,232     $ 11.68        60,294,030  
     

 

 

      

 

 

 

Total

      $ 6,908,705,653          594,660,840  
     

 

 

      

 

 

 

Reduction in net assets of the Acquired Fund to reflect the estimated expenses of the Reorganization and portfolio trading costs, and decrease in outstanding shares relative to net asset value upon the Reorganization

   —Series I    $ (19,637   $ 0.00        (1,407,252
   —Series II    $ (19,986   $ 0.00        (1,439,467
   —Series NAV    $ (71,631   $ 0.00        (5,147,707
     

 

 

      

 

 

 

Total

      $ (111,254        (7,994,426
     

 

 

      

 

 

 

 

53


Funds

        Net Assets      Net Asset
Value
Per Share
     Shares
Outstanding
 

(3) Managed Volatility Growth Portfolio

        

(Acquiring Fund)
(Pro forma assuming combination of (1) and (2))

   —Series I    $ 574,454,095      $ 11.66        49,265,134  
   —Series II    $ 5,739,372,637      $ 11.61        494,510,346  
   —Series NAV    $ 902,238,210      $ 11.68        77,236,836  
     

 

 

       

 

 

 

Total

      $ 7,216,064,942           621,012,316  
     

 

 

       

 

 

 

Proposal 2 — Capitalization Table

 

Funds

              Net Asset
Value
Per Share
     Shares
Outstanding
 

(1) Lifestyle Aggressive Portfolio

 

    

(Acquired Fund)

   —Series I    $ 3,638,474     $ 14.41        252,490  
   —Series II    $ 16,472,199     $ 14.39        1,144,500  
   —Series NAV    $ 15,532,983     $ 14.41        1,077,966  
     

 

 

      

 

 

 

Total

      $ 35,643,656          2,474,956  
     

 

 

      

 

 

 

(2) Lifestyle Growth Portfolio

 

    

(Acquiring Fund)

   —Series I    $ 207,161,207     $ 16.47        12,580,753  
   —Series II    $ 4,969,358,165     $ 16.47        301,727,891  
   —Series NAV    $ 402,856,232     $ 16.46        24,472,902  
     

 

 

      

 

 

 

Total

      $ 5,579,375,604          338,781,546  
     

 

 

      

 

 

 

Reduction in net assets of the Acquired Fund to reflect portfolio trading costs, and decrease in outstanding shares relative to net asset value upon the Reorganization

   —Series I    $ (211   $ 0.00        (31,588
   —Series II    $ (958   $ 0.00        (144,425
   —Series NAV    $ (903   $ 0.00        (134,340
     

 

 

      

 

 

 

Total

      $ (2,072      $ (310,353
     

 

 

      

 

 

 

 

54


Funds

               Net Asset
Value
Per Share
     Shares
Outstanding
 

(3) Lifestyle Growth Portfolio

 

     

(Acquiring Fund)
(Pro forma assuming combination of (1) and (2))

   —Series I    $ 210,799,470      $ 16.47        12,801,655  
   —Series II    $ 4,985,829,406      $ 16.47        302,727,966  
   —Series NAV    $ 418,388,312      $ 16.46        25,416,528  
     

 

 

       

 

 

 

Total

      $ 5,615,017,188           340,946,149  
     

 

 

       

 

 

 

 

55


ADDITIONAL INFORMATION ABOUT THE FUNDS

Additional Information About the Funds’ Principal Risks

The principal risks of investing in the Acquired and Acquiring Funds are summarized above in the description of the proposal and are further described below. The risks are described in alphabetical order and not in order of importance. Unless otherwise stated below or in the applicable descriptions above, the Acquired and Acquiring Funds may invest in all the types of securities described and each risk is applicable to the Acquired and Acquiring Funds. The value of an individual security or a particular type of security can be more volatile than the market as a whole and can perform differently than the value of the market as a whole.

An investment in a fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. A fund’s shares will go up and down in price, meaning that you could lose money by investing in the fund. Many factors influence a mutual fund’s performance. A fund’s investment strategy may not produce the intended results.

Instability in the financial markets has led many governments, including the United States government, to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility and, in some cases, a lack of liquidity. Federal, state, and other governments, and their regulatory agencies or self-regulatory organizations, may take actions that affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that are unforeseeable. Legislation or regulation may also change the way in which each fund itself is regulated. Such legislation or regulation could limit or preclude each fund’s ability to achieve its investment objective. In addition, political events within the United States and abroad could negatively impact financial markets and each fund’s performance. Further, certain municipalities of the United States and its territories are financially strained and may face the possibility of default on their debt obligations, which could directly or indirectly detract from each fund’s performance.

Governments or their agencies may acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation and performance of each fund’s portfolio holdings. Furthermore, volatile financial markets can expose each fund to greater market and liquidity risk and potential difficulty in valuing portfolio instruments.

 

56


Affiliated insurance companies risk (applicable to the Managed Volatility Aggressive Portfolio and Managed Volatility Growth Portfolio only)

The Advisor may be influenced by the benefits to its affiliated life insurance companies in managing the fund and overseeing its subadvisors. The John Hancock insurance companies issuing guaranteed benefits on variable annuity and insurance contracts investing in the fund have a financial interest in preserving the value of the funds and reducing their volatility due to their obligations for these guaranteed benefits (the cost of providing these guaranteed benefits is related to several factors including the performance and volatility of the fund). To the extent the fund is successful in managing the volatility of returns and downside risk, the John Hancock insurance companies issuing guaranteed benefits on variable annuity and insurance contracts investing in the fund will also benefit from a reduction in their potential investment risk which will reduce their costs of hedging this risk and may reduce their reserve and capital requirements. These financial benefits to the John Hancock insurance companies may be material. The fund and the fund’s investment advisor have adopted procedures that are intended to address these conflicts and ensure that the fund is managed in accordance with its disclosed investment objectives and strategies.

Asset allocation risk (applicable to the Managed Volatility Aggressive Portfolio and Managed Volatility Growth Portfolio only)

Although asset allocation among different asset categories generally limits risk and exposure to any one category, the risk remains that a manager may favor an asset category that performs poorly relative to the other asset categories. To the extent that alternative asset categories underperform the general stock market, the fund would perform poorly relative to a fund invested primarily in the general stock market.

Cash collateral risk (applicable to the Managed Volatility Aggressive Portfolio and Managed Volatility Growth Portfolio only)

To the extent a fund maintains cash collateral required to cover its obligations under the derivative instruments used in its risk management strategy, such collateral holdings may have the effect of reducing overall portfolio returns. In addition, because such collateral positions cannot be eliminated or reduced unless the corresponding derivative obligation is eliminated or reduced, a large derivative position may materially limit the subadvisor’s flexibility in managing the fund.

Commodity risk

The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors. Certain commodity investments may have no active trading market at times. The value of commodities investments will generally be affected by overall market movements and factors

 

57


specific to a particular industry or commodity, which may include weather, embargoes, tariffs, and health, political, international and regulatory developments. Economic and other events (whether real or perceived) can reduce the demand for commodities, which may reduce market prices and cause the value of shares of the fund to fall. Exposure to commodities and commodities markets may subject the fund to greater volatility than investments in traditional securities. Certain types of commodities instruments (such as total return swaps and commodity-linked notes) are subject to the risk that the counterparty to the instrument will not perform or will be unable to perform in accordance with the terms of the instrument.

Convertible securities risk

Convertible securities generally offer lower interest or dividend yields than nonconvertible fixed-income securities of similar credit quality because of the potential for capital appreciation. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, a convertible security’s market value also tends to reflect the market price of common stock of the issuing company, particularly when that stock price is greater than the convertible security’s conversion price. The conversion price is defined as the predetermined price or exchange ratio at which the convertible security can be converted or exchanged for the underlying common stock. As the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security. Thus, it may not decline in price to the same extent as the underlying common stock. In the event of a liquidation of the issuing company, convertible securities generally entail less risk than the company’s common stock.

Credit and counterparty risk

This is the risk that an issuer of a U.S. government security, the issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter (OTC) derivatives contract (see “Hedging, derivatives, and other strategic transactions risk”), or a borrower of a fund’s securities will be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations. Credit risk associated with investments in fixed-income securities relates to the ability of the issuer to make scheduled payments of principal and interest on an obligation. A fund that invests in fixed-income securities is subject to varying degrees of risk that the issuers of the securities will have their credit ratings downgraded or will default, potentially reducing the fund’s share price and income level. Nearly all fixed-income securities are subject to some credit risk, which may vary depending upon whether the issuers of the securities are corporations, domestic or foreign governments, or their subdivisions or instrumentalities. U.S. government securities are subject to varying degrees of credit risk depending upon

 

58


whether the securities are supported by the full faith and credit of the United States; supported by the ability to borrow from the U.S. Treasury; supported only by the credit of the issuing U.S. government agency, instrumentality, or corporation; or otherwise supported by the United States. For example, issuers of many types of U.S. government securities (e.g., the Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae), and Federal Home Loan Banks), although chartered or sponsored by Congress, are not funded by congressional appropriations, and their fixed-income securities, including asset-backed and mortgage-backed securities, are neither guaranteed nor insured by the U.S. government. An agency of the U.S. government has placed Fannie Mae and Freddie Mac into conservatorship, a statutory process with the objective of returning the entities to normal business operations. It is unclear what effect this conservatorship will have on the securities issued or guaranteed by Fannie Mae or Freddie Mac. As a result, these securities are subject to more credit risk than U.S. government securities that are supported by the full faith and credit of the United States (e.g., U.S. Treasury bonds). When a fixed-income security is not rated, a manager may have to assess the risk of the security itself. Asset-backed securities, whose principal and interest payments are supported by pools of other assets, such as credit card receivables and automobile loans, are subject to further risks, including the risk that the obligors of the underlying assets default on payment of those assets.

Funds that invest in below-investment-grade securities, also called junk bonds (e.g., fixed-income securities rated Ba or lower by Moody’s Investors Service, Inc. or BB or lower by Standard & Poor’s Ratings Services or Fitch Ratings, as applicable, at the time of investment, or determined by a manager to be of comparable quality to securities so rated) are subject to increased credit risk. The sovereign debt of many foreign governments, including their subdivisions and instrumentalities, falls into this category. Below-investment-grade securities offer the potential for higher investment returns than higher-rated securities, but they carry greater credit risk: their issuers’ continuing ability to meet principal and interest payments is considered speculative, they are more susceptible to real or perceived adverse economic and competitive industry conditions, and they may be less liquid than higher-rated securities.

In addition, a fund is exposed to credit risk to the extent that it makes use of OTC derivatives (such as forward foreign currency contracts and/or swap contracts) and engages to a significant extent in the lending of fund securities or the use of repurchase agreements. OTC derivatives transactions can be closed out with the other party to the transaction. If the counterparty defaults, a fund will have contractual remedies, but there is no assurance that the counterparty will be able to meet its contractual obligations or that, in the event of default, a fund will succeed in enforcing them. A fund, therefore, assumes the risk that it may be unable to obtain payments owed to it under OTC derivatives contracts or that those payments

 

59


may be delayed or made only after the fund has incurred the costs of litigation. While the manager intends to monitor the creditworthiness of contract counterparties, there can be no assurance that the counterparty will be in a position to meet its obligations, especially during unusually adverse market conditions.

Cybersecurity and operational risk

Intentional cybersecurity breaches include unauthorized access to systems, networks, or devices (such as through “hacking” activity); infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. In addition, unintentional incidents can occur, such as the inadvertent release of confidential information (possibly resulting in the violation of applicable privacy laws).

A cybersecurity breach could result in the loss or theft of customer data or funds, the inability to access electronic systems (“denial of services”), loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or costs associated with system repairs. Such incidents could cause a fund, the advisor, a manager, or other service providers to incur regulatory penalties, reputational damage, additional compliance costs, litigation costs or financial loss. In addition, such incidents could affect issuers in which a fund invests, and thereby cause the fund’s investments to lose value.

Cyber-events have the potential to materially affect the fund and the advisor’s relationships with accounts, shareholders, clients, customers, employees, products, and service providers. The fund has established risk management systems reasonably designed to seek to reduce the risks associated with cyber-events. There is no guarantee that the fund will be able to prevent or mitigate the impact of any or all cyber-events.

The fund is exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the fund’s service providers, counterparties, or other third parties, failed or inadequate processes and technology or system failures.

Economic and market events risk

Events in certain sectors historically have resulted, and may in the future result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. These events have included, but are not limited to: bankruptcies, corporate restructurings, and other similar events; governmental efforts to limit short selling and high frequency trading; measures to address U.S. federal and state budget deficits; social, political, and economic instability in

 

60


Europe; economic stimulus by the Japanese central bank; dramatic changes in energy prices and currency exchange rates; and China’s economic slowdown. Interconnected global economies and financial markets increase the possibility that conditions in one country or region might adversely impact issuers in a different country or region. Both domestic and foreign equity markets have experienced increased volatility and turmoil, with issuers that have exposure to the real estate, mortgage, and credit markets particularly affected. Banks and financial services companies could suffer losses if interest rates rise or economic conditions deteriorate.

In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect many issuers worldwide. Actions taken by the U.S. Federal Reserve (Fed) or foreign central banks to stimulate or stabilize economic growth, such as interventions in currency markets, could cause high volatility in the equity and fixed-income markets. Reduced liquidity may result in less money being available to purchase raw materials, goods, and services from emerging markets, which may, in turn, bring down the prices of these economic staples. It may also result in emerging-market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their securities prices.

In addition, while interest rates have been unusually low in recent years in the United States and abroad, any decision by the Fed to adjust the target fed funds rate, among other factors, could cause markets to experience continuing high volatility. A significant increase in interest rates may cause a decline in the market for equity securities. Also, regulators have expressed concern that rate increases may contribute to price volatility. These events and the possible resulting market volatility may have an adverse effect on the fund.

Political turmoil within the United States and abroad may also impact the fund. Although the U.S. government has honored its credit obligations, it remains possible that the United States could default on its obligations. While it is impossible to predict the consequences of such an unprecedented event, it is likely that a default by the United States would be highly disruptive to the U.S. and global securities markets and could significantly impair the value of the fund’s investments. Similarly, political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of many fund investments, and increase uncertainty in or impair the operation of the U.S. or other securities markets. The U.S. is also considering significant new investments in infrastructure and national defense which, coupled with lower federal taxes, could lead to increased government borrowing and higher interest rates. While these proposed policies are going through the political process, the equity and debt markets may react strongly to expectations, which could increase volatility, especially if the market’s expectations for changes in government policies are not

 

61


borne out. The U.S. is also renegotiating many of its global trade relationships and has imposed or threatened to impose significant import tariffs. These actions could lead to price volatility and overall declines in U.S. and global investment markets.

Uncertainties surrounding the sovereign debt of a number of European Union (EU) countries and the viability of the EU have disrupted and may in the future disrupt markets in the United States and around the world. If one or more countries leave the EU or the EU dissolves, the world’s securities markets likely will be significantly disrupted. On January 31, 2020, the United Kingdom (UK) left the EU, commonly referred to as “Brexit,” and there commenced a transition period during which the EU and UK will negotiate and agree on the nature of their future relationship. There is significant market uncertainty regarding Brexit’s ramifications, and the range and potential implications of possible political, regulatory, economic, and market outcomes are difficult to predict. This uncertainty may affect other countries in the EU and elsewhere, and may cause volatility within the EU, triggering prolonged economic downturns in certain countries within the EU. In addition, Brexit may create additional and substantial economic stresses for the UK, including a contraction of the UK economy and price volatility in UK stocks, decreased trade, capital outflows, devaluation of the British pound, wider corporate bond spreads due to uncertainty and declines in business and consumer spending as well as foreign direct investment. Brexit may also adversely affect UK-based financial firms that have counterparties in the EU or participate in market infrastructure (trading venues, clearing houses, settlement facilities) based in the EU. These events and the resulting market volatility may have an adverse effect on the performance of the fund.

A widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, impact the ability to complete redemptions, and affect fund performance. For example, the novel coronavirus disease (COVID-19) has resulted in significant disruptions to global business activity. The impact of a health crisis and other epidemics and pandemics that may arise in the future, could affect the global economy in ways that cannot necessarily be foreseen at the present time. A health crisis may exacerbate other pre-existing political, social and economic risks. Any such impact could adversely affect the fund’s performance, resulting in losses to your investment. Political and military events, including in North Korea, Venezuela, Iran, Syria, and other areas of the Middle East, and nationalist unrest in Europe and South America, also may cause market disruptions.

In addition, there is a risk that the prices of goods and services in the United States and many foreign economies may decline over time, known as deflation. Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely. If a country’s economy slips into a deflationary pattern, it could last for a prolonged period and may be difficult to reverse.

 

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Equity securities risk

Common and preferred stocks represent equity ownership in a company. Stock markets are volatile. The price of equity securities will fluctuate, and can decline and reduce the value of a fund investing in equities. The price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic conditions. The value of equity securities purchased by a fund could decline if the financial condition of the companies in which the fund is invested declines, or if overall market and economic conditions deteriorate. An issuer’s financial condition could decline as a result of poor management decisions, competitive pressures, technological obsolescence, undue reliance on suppliers, labor issues, shortages, corporate restructurings, fraudulent disclosures, or other factors. Changes in the financial condition of a single issuer can impact the market as a whole.

Even a fund that invests in high-quality, or blue chip, equity securities, or securities of established companies with large market capitalizations (which generally have strong financial characteristics), can be negatively impacted by poor overall market and economic conditions. Companies with large market capitalizations may also have less growth potential than smaller companies and may be less able to react quickly to changes in the marketplace.

A fund generally does not attempt to time the market. Because of its exposure to equities, the possibility that stock market prices in general will decline over short or extended periods subjects the fund to unpredictable declines in the value of its investments, as well as periods of poor performance.

Exchange-traded funds (“ETFs”) risk

ETFs are a type of investment company bought and sold on a securities exchange. An ETF generally represents a fixed portfolio of securities designed to track a particular market index or basket of securities. A fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities, although lack of liquidity in an ETF could result in it being more volatile than its underlying securities, and ETFs have management fees that increase their costs. An ETF’s portfolio composition and performance may not match that of the index it is designed to track due to delays in the ETF’s implementation of changes to the composition of the index and other factors. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes (“ETNs”) risk

ETNs are a type of unsecured, unsubordinated debt security that have characteristics and risks similar to those of fixed-income securities and trade on a

 

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major exchange similar to shares of ETFs. This type of debt security differs, however, from other types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no period coupon payments are distributed, and no principal protections exist. The purpose of ETNs is to create a type of security that combines the aspects of both bonds and ETFs. The value of an ETN may be influenced by time to maturity; level of supply and demand for the ETN; volatility and lack of liquidity in underlying commodities or securities markets; changes in the applicable interest rates; changes in the issuer’s credit rating; and economic, legal, political, or geographic events that affect the referenced commodity or security. The fund’s decision to sell its ETN holdings also may be limited by the availability of a secondary market. If the fund must sell some or all of its ETN holdings and the secondary market is weak, it may have to sell such holdings at a discount. If the fund holds its investment in an ETN until maturity, the issuer will give the fund a cash amount that would be equal to the principal amount (subject to the day’s index factor). ETNs are also subject to counterparty credit risk and fixed-income risk.

Fixed-income securities risk

Fixed-income securities are generally subject to two principal types of risk, as well as other risks described below: (1) interest-rate risk and (2) credit quality risk.

Interest-rate risk.

Fixed-income securities are affected by changes in interest rates. When interest rates decline, the market value of fixed-income securities generally can be expected to rise. Conversely, when interest rates rise, the market value of fixed-income securities generally can be expected to decline. The longer the duration or maturity of a fixed-income security, the more susceptible it is to interest-rate risk. Recent and potential future changes in government monetary policy may affect the level of interest rates.

Credit quality risk.

Fixed-income securities are subject to the risk that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments. If the credit quality of a fixed-income security deteriorates after a fund has purchased the security, the market value of the security may decrease and lead to a decrease in the value of the fund’s investments. An issuer’s credit quality could deteriorate as a result of poor management decisions, competitive pressures, technological obsolescence, undue reliance on suppliers, labor issues, shortages, corporate restructurings, fraudulent disclosures, or other factors. Funds that may invest in lower-rated fixed-income securities, commonly referred to as junk securities, are riskier than funds that may invest in higher-rated fixed-income securities. Additional

 

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information on the risks of investing in investment-grade fixed-income securities in the lowest rating category and lower-rated fixed-income securities is set forth below.

Investment-grade fixed-income securities in the lowest rating category risk.

Investment-grade fixed-income securities in the lowest rating category (such as Baa by Moody’s Investors Service, Inc. or BBB by Standard & Poor’s Ratings Services or Fitch Ratings, as applicable, and comparable unrated securities) involve a higher degree of risk than fixed-income securities in the higher rating categories. While such securities are considered investment-grade quality and are deemed to have adequate capacity for payment of principal and interest, such securities lack outstanding investment characteristics and have speculative characteristics as well. For example, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher-grade securities.

Prepayment of principal risk.

Many types of debt securities, including floating-rate loans, are subject to prepayment risk. Prepayment risk is the risk that, when interest rates fall, certain types of obligations will be paid off by the borrower more quickly than originally anticipated and the fund may have to invest the proceeds in securities with lower yields. Securities subject to prepayment risk can offer less potential for gains when the credit quality of the issuer improves.

Foreign securities risk

Funds that invest in securities traded principally in securities markets outside the United States are subject to additional and more varied risks, as the value of foreign securities may change more rapidly and extremely than the value of U.S. securities. Less information may be publicly available regarding foreign issuers. Foreign securities may be subject to foreign taxes and may be more volatile than U.S. securities. Currency fluctuations and political and economic developments may adversely impact the value of foreign securities. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Additionally, issuers of foreign securities may not be subject to the same degree of regulation as U.S. issuers. Reporting, accounting, and auditing standards of foreign countries differ, in some cases significantly, from U.S. standards. There are generally higher commission rates on foreign portfolio transactions, transfer taxes, higher custodial costs, and the possibility that foreign taxes will be charged on dividends and interest payable on foreign securities, some or all of which may not be reclaimable. Also, adverse changes in investment or exchange control regulations (which may include

 

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suspension of the ability to transfer currency or assets from a country); political changes; or diplomatic developments could adversely affect a fund’s investments. In the event of nationalization, expropriation, confiscatory taxation, or other confiscation, the fund could lose a substantial portion of, or its entire investment in, a foreign security. Some of the foreign securities risks are also applicable to funds that invest a material portion of their assets in securities of foreign issuers traded in the United States.

Any depositary receipts are subject to most of the risks associated with investing in foreign securities directly because the value of a depositary receipt is dependent upon the market price of the underlying foreign equity security. Depositary receipts are also subject to liquidity risk.

Currency risk.    Currency risk is the risk that fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund’s investments. Currency risk includes both the risk that currencies in which a fund’s investments are traded, or currencies in which a fund has taken an active investment position, will decline in value relative to the U.S. dollar and, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly for a number of reasons, including the forces of supply and demand in the foreign exchange markets, actual or perceived changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments or central banks, or currency controls or political developments in the United States or abroad. Certain funds may engage in proxy hedging of currencies by entering into derivative transactions with respect to a currency whose value is expected to correlate to the value of a currency the fund owns or wants to own. This presents the risk that the two currencies may not move in relation to one another as expected. In that case, the fund could lose money on its investment and also lose money on the position designed to act as a proxy hedge. Certain funds may also take active currency positions and may cross-hedge currency exposure represented by their securities into another foreign currency. This may result in a fund’s currency exposure being substantially different than that suggested by its securities investments. All funds with foreign currency holdings and/or that invest or trade in securities denominated in foreign currencies or related derivative instruments may be adversely affected by changes in foreign currency exchange rates. Derivative foreign currency transactions (such as futures, forwards, and swaps) may also involve leveraging risk, in addition to currency risk. Leverage may disproportionately increase a fund’s portfolio losses and reduce opportunities for gain when interest rates, stock prices, or currency rates are changing.

Emerging-market risk.    Investments in the securities of issuers based in countries with emerging-market economies are subject to greater levels of foreign investment risk than investments in more-developed foreign markets,

 

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since emerging-market securities may present market, credit, currency, liquidity, legal, political, and other risks greater than, or in addition to, the risks of investing in developed foreign countries. These risks include high currency exchange-rate fluctuations; increased risk of default (including both government and private issuers); greater social, economic, and political uncertainty and instability (including the risk of war); more substantial governmental involvement in the economy; less governmental supervision and regulation of the securities markets and participants in those markets; controls on foreign investment and limitations on repatriation of invested capital and on a fund’s ability to exchange local currencies for U.S. dollars; unavailability of currency hedging techniques in certain emerging-market countries; the fact that companies in emerging-market countries may be newly organized, smaller, and less seasoned; the difference in, or lack of, auditing and financial reporting standards, which may result in the unavailability of material information about issuers; different clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions; difficulties in obtaining and/or enforcing legal judgments in foreign jurisdictions; and significantly smaller market capitalizations of emerging-market issuers.

Frontier-market risk.    Frontier-market countries generally have smaller economies and less-developed capital markets or legal, regulatory, and political systems than traditional emerging-market countries. As a result, the risks of investing in emerging-market countries are magnified in frontier-market countries. Potential circumstances that may result in magnified risks in frontier-market countries include (i) extreme price volatility and illiquidity, (ii) government ownership or control of parts of the private sector or other protectionist measures, (iii) large currency fluctuations, (iv) limited investment opportunities, and (v) inadequate investor protections and regulatory enforcement. In certain frontier-market countries, fraud and corruption may be more prevalent than in developed-market countries.

Greater China risk.    Although they are larger and/or more established than many emerging markets, the markets of the Greater China region function in many ways as emerging markets, and carry the high levels of risks associated with emerging markets. In addition, there are risks particular to the region. For example, investments in Taiwan could be adversely affected by its political relationship with China. The attitude of the Chinese government toward growth and capitalism is uncertain, and the markets of Hong Kong and China could be hurt significantly by any government interference or any material change in government policy. For example, a government may restrict investment in companies or industries considered important to national interests, or intervene in the financial markets, such as by imposing trading restrictions, or banning or curtailing

 

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short selling. A small number of companies and industries represent a relatively large portion of the Greater China market as a whole. All of these factors mean that the fund is more likely to experience higher volatility and lower liquidity than a portfolio that invests mainly in U.S. stocks.

Hong Kong Bond Connect Program (Bond Connect) risk.    Trading in China bonds listed and traded on certain Chinese stock exchanges through Bond Connect, a mutual market access program designed to, among other things, enable foreign investment in the People’s Republic of China (PRC) via brokers in Hong Kong, is subject to both a number of restrictions imposed by Chinese securities regulations and local exchange listing rules as well as certain risks. Bonds listed on Bond Connect may lose purchase eligibility, which could adversely affect the fund’s performance. Trading through Bond Connect is subject to trading, clearance, and settlement procedures that may continue to develop as the program matures. Any changes in laws, regulations and policies applicable to Bond Connect may affect bond prices. These risks are heightened by the underdeveloped state of the PRC’s investment and banking systems in general.

Hong Kong Stock Connect Program (Stock Connect) risk.    Trading in China A-Shares listed and traded on certain Chinese stock exchanges through Stock Connect, a mutual market access program designed to, among other things, enable foreign investment in the People’s Republic of China (PRC) via brokers in Hong Kong, is subject to both a number of restrictions imposed by Chinese securities regulations and local exchange listing rules as well as certain risks. Securities listed on Stock Connect may lose purchase eligibility, which could adversely affect the fund’s performance. Trading through Stock Connect is subject to trading, clearance, and settlement procedures that may continue to develop as the program matures. Any changes in laws, regulations and policies applicable to Stock Connect may affect China A-Share prices. These risks are heightened by the underdeveloped state of the PRC’s investment and banking systems in general.

Fund of funds risk

The fund’s ability to achieve its investment objective will depend largely, in part, on: (i) the underlying funds’ performance, expenses and ability to meet their investment objectives; and (ii) properly rebalancing assets among underlying funds and different asset classes. The fund is also subject to risks related to: (i) layering of fees of the underlying funds; and (ii) conflicts of interest associated with the subadvisor’s ability to allocate fund assets without limit to other funds it advises and/or other funds advised by affiliated subadvisors. There is no assurance that either the fund or the underlying funds will achieve their investment objectives.

 

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Affiliated subadvised fund conflicts of interest risk

The subadvisor may allocate the fund’s assets without limit to underlying funds managed by the subadvisor and/or other affiliated subadvisors (affiliated subadvised funds). Accordingly, rebalancings of the assets of the fund present a conflict of interest because there is an incentive for the subadvisor to allocate assets to the subadvisor and other affiliated subadvised funds rather than underlying funds managed by unaffiliated subadvisors. In this regard, the subadvisor and other affiliated subadvisors of affiliated subadvised funds benefit from the subadvisor’s allocations of fund assets to such funds through the additional subadvisory fees they earn on such allocated fund assets. The subadvisor has a duty to allocate assets only to underlying funds it has determined are in the best interests of shareholders, and make allocations to affiliated subadvised funds on this basis without regard to any such economic incentive. As part of its oversight of the funds and the subadvisors, the advisor will monitor to ensure that allocations are conducted in accordance with these principles.

Multi-manager risk; limited universe of subadvisors and underlying funds

The fund’s ability to achieve its investment objective depends upon the subadvisor’s skill in determining the fund’s strategic allocation to investment strategies and in selecting the best mix of underlying funds. The allocation of investments among the different subadvisors managing underlying funds with different styles and asset classes, such as equity, debt, U.S., or foreign securities, may have a more significant effect on the performance of a fund of funds when one of these investments is performing more poorly than the other. There is no assurance that allocation decisions will result in the desired effects. Investment decisions made by the subadvisor may cause a fund of funds to incur losses or to miss profit opportunities on which it might otherwise have capitalized. Moreover, at times, the subadvisor may invest fund assets in underlying funds managed by a limited number of subadvisors. In such circumstances, the fund’s performance could be substantially dependent on the performance of these subadvisors. Similarly, the subadvisor’s allocation of a fund of fund’s assets to a limited number of underlying funds may adversely affect the performance of the fund of funds, and, in such circumstances, it will be more sensitive to the performance and risks associated with those funds and any investments in which such underlying funds focus.

Hedging, derivatives, and other strategic transactions risk

The ability of a fund to utilize hedging, derivatives, and other strategic transactions to benefit the fund will depend in part on its manager’s ability to predict pertinent market movements and market risk, counterparty risk, credit risk, interest-rate risk, and other risk factors, none of which can be assured. The skills required to utilize hedging and other strategic transactions are different from

 

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those needed to select a fund’s securities. Even if the manager only uses hedging and other strategic transactions in a fund primarily for hedging purposes or to gain exposure to a particular securities market, if the transaction does not have the desired outcome, it could result in a significant loss to a fund. The amount of loss could be more than the principal amount invested. These transactions may also increase the volatility of a fund and may involve a small investment of cash relative to the magnitude of the risks assumed, thereby magnifying the impact of any resulting gain or loss. For example, the potential loss from the use of futures can exceed a fund’s initial investment in such contracts. In addition, these transactions could result in a loss to a fund if the counterparty to the transaction does not perform as promised.

A fund may invest in derivatives, which are financial contracts with a value that depends on, or is derived from, the value of underlying assets, reference rates, or indexes. Derivatives may relate to stocks, bonds, interest rates, currencies or currency exchange rates, and related indexes. A fund may use derivatives for many purposes, including for hedging and as a substitute for direct investment in securities or other assets. Derivatives may be used in a way to efficiently adjust the exposure of a fund to various securities, markets, and currencies without a fund actually having to sell existing investments and make new investments. This generally will be done when the adjustment is expected to be relatively temporary or in anticipation of effecting the sale of fund assets and making new investments over time. Further, since many derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. When a fund uses derivatives for leverage, investments in that fund will tend to be more volatile, resulting in larger gains or losses in response to market changes. To limit leveraging risk, a fund may segregate assets determined to be liquid or, as permitted by applicable regulation, enter into certain offsetting positions to cover its obligations under derivative instruments. For a description of the various derivative instruments the fund may utilize, refer to the SAI.

The regulation of the U.S. and non-U.S. derivatives markets has undergone substantial change in recent years and such change may continue. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and regulation proposed to be promulgated thereunder require many derivatives to be cleared and traded on an exchange, expand entity registration requirements, impose business conduct requirements on dealers that enter into swaps with a pension plan, endowment, retirement plan or government entity, and required banks to move some derivatives trading units to a non-guaranteed affiliate separate from the deposit-taking bank or divest them altogether. Although the Commodity Futures Trading Commission (CFTC) has released final rules relating to clearing, reporting,

 

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recordkeeping and registration requirements under the legislation, many of the provisions are subject to further final rule making, and thus its ultimate impact remains unclear. New regulations could, among other things, restrict the fund’s ability to engage in derivatives transactions (for example, by making certain types of derivatives transactions no longer available to the fund) and/or increase the costs of such derivatives transactions (for example, by increasing margin or capital requirements), and the fund may be unable to fully execute its investment strategies as a result. Limits or restrictions applicable to the counterparties with which the fund engages in derivative transactions also could prevent the fund from using these instruments or affect the pricing or other factors relating to these instruments, or may change the availability of certain investments.

At any time after the date of this prospectus, legislation may be enacted that could negatively affect the assets of the fund. Legislation or regulation may change the way in which the fund itself is regulated. The advisor cannot predict the effects of any new governmental regulation that may be implemented, and there can be no assurance that any new governmental regulation will not adversely affect the fund’s ability to achieve its investment objectives.

The use of derivative instruments may involve risks different from, or potentially greater than, the risks associated with investing directly in securities and other, more traditional assets. In particular, the use of derivative instruments exposes a fund to the risk that the counterparty to an OTC derivatives contract will be unable or unwilling to make timely settlement payments or otherwise honor its obligations. OTC derivatives transactions typically can only be closed out with the other party to the transaction, although either party may engage in an offsetting transaction that puts that party in the same economic position as if it had closed out the transaction with the counterparty or may obtain the other party’s consent to assign the transaction to a third party. If the counterparty defaults, the fund will have contractual remedies, but there is no assurance that the counterparty will meet its contractual obligations or that, in the event of default, the fund will succeed in enforcing them. For example, because the contract for each OTC derivatives transaction is individually negotiated with a specific counterparty, a fund is subject to the risk that a counterparty may interpret contractual terms (e.g., the definition of default) differently than the fund when the fund seeks to enforce its contractual rights. If that occurs, the cost and unpredictability of the legal proceedings required for the fund to enforce its contractual rights may lead it to decide not to pursue its claims against the counterparty. The fund, therefore, assumes the risk that it may be unable to obtain payments owed to it under OTC derivatives contracts or that those payments may be delayed or made only after the fund has incurred the costs of litigation. While a manager intends to monitor the creditworthiness of counterparties, there can be no assurance that a counterparty will meet its obligations, especially during unusually adverse market conditions. To the extent a fund contracts with a limited number of counterparties, the fund’s risk will be

 

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concentrated and events that affect the creditworthiness of any of those counterparties may have a pronounced effect on the fund. Derivatives are also subject to a number of other risks, including market risk and liquidity risk. Since the value of derivatives is calculated and derived from the value of other assets, instruments, or references, there is a risk that they will be improperly valued. Derivatives also involve the risk that changes in their value may not correlate perfectly with the assets, rates, or indexes they are designed to hedge or closely track. Suitable derivatives transactions may not be available in all circumstances. The fund is also subject to the risk that the counterparty closes out the derivatives transactions upon the occurrence of certain triggering events. In addition, a manager may determine not to use derivatives to hedge or otherwise reduce risk exposure. Government legislation or regulation could affect the use of derivatives transactions and could limit a fund’s ability to pursue its investment strategies.

A detailed discussion of various hedging and other strategic transactions appears in the SAI. The following is a list of certain derivatives and other strategic transactions that a fund may utilize and the main risks associated with each of them:

Credit default swaps.    Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions), interest-rate risk, risk of default of the underlying reference obligation, and risk of disproportionate loss are the principal risks of engaging in transactions involving credit default swaps.

Foreign currency forward contracts.    Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions), foreign currency risk, and risk of disproportionate loss are the principal risks of engaging in transactions involving foreign currency forward contracts.

Futures contracts.    Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions), and risk of disproportionate loss are the principal risks of engaging in transactions involving futures contracts.

Interest-rate swaps.    Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions), interest-rate risk, and risk of disproportionate loss are the principal risks of engaging in transactions involving interest-rate swaps.

Options.    Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions), and risk of disproportionate loss are the principal risks of engaging in transactions involving options. Counterparty risk does not apply to exchange-traded options.

Swaps.    Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions), interest-rate risk, settlement risk, risk of default of the underlying reference obligation, and risk of disproportionate loss are the principal risks of engaging in transactions involving swaps.

 

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Index management risk

Certain factors may cause a fund that is an index fund to track its target index less closely. For example, a subadvisor may select securities that are not fully representative of the index, and the fund’s transaction expenses and the size and timing of its cash flows, may result in the fund’s performance being different than that of its index. Moreover, the fund will generally reflect the performance of its target index even when the index does not perform well.

Initial public offerings (IPOs) risk

Certain funds may invest a portion of their assets in shares of IPOs. IPOs may have a magnified impact on the performance of a fund with a small asset base. The impact of IPOs on a fund’s performance will likely decrease as the fund’s asset size increases, which could reduce the fund’s returns. IPOs may not be consistently available to a fund for investing, particularly as the fund’s asset base grows. IPO shares are frequently volatile in price due to the absence of a prior public market, the small number of shares available for trading, and limited information about the issuer. Therefore, a fund may hold IPO shares for a very short period of time. This may increase the turnover of a fund and may lead to increased expenses for a fund, such as commissions and transaction costs. In addition, IPO shares can experience an immediate drop in value if the demand for the securities does not continue to support the offering price.

Investment company securities risk

A fund may invest in securities of other investment companies. Fund shareholders indirectly bear their proportionate share of the expenses of each such investment company. The total return on such investments will be reduced by the operating expenses and fees of such other investment companies, including advisory fees. Investments in closed-end funds may involve the payment of substantial premiums above the value of such investment companies’ portfolio securities.

Large company risk

Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. For purposes of the fund’s investment policies, the market capitalization of a company is based on its capitalization at the time the fund purchases the company’s securities. Market capitalizations of companies change over time. The fund is not obligated to sell a company’s security simply because, subsequent to its purchase, the company’s market capitalization has changed to be outside the capitalization range, if any, in effect for the fund.

 

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Lifestyle Portfolios asset transfer risk

The Lifestyle Growth Portfolio is offered in connection with specific guaranteed benefits under variable annuity contracts (the “Contracts”) issued by John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York (collectively, the “John Hancock Issuers”).

The Contracts provide that the John Hancock Issuers can automatically transfer contract value between each Lifestyle Growth Portfolio and the Select Bond Trust through a non-discretionary, systematic mathematical process. The purpose of these transfers is to attempt to protect contract value from declines due to market volatility, and thereby limit the John Hancock Issuers’ exposure to risk under the guaranteed benefits under the Contracts. The timing and amount of any transfer of contract value under the John Hancock Issuers’ process will depend on several factors including market movements. In general, the higher the equity component of the Lifestyle Growth Portfolio, the more likely that contract value will be reallocated from the Lifestyle Growth Portfolio to the Select Bond Trust when equity markets fall. These asset flows may negatively affect the performance of an underlying fund in which the Lifestyle Growth Portfolio invests by increasing the underlying fund’s transaction costs and causing it to purchase or sell securities when it would not normally do so. It could be particularly disadvantageous for the underlying fund if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. Because the Lifestyle Growth Portfolio bears their proportionate share of the transaction costs of the underlying funds, increased underlying fund expenses may indirectly negatively affect the performance of the Lifestyle Growth Portfolio.

Leveraging risk (applicable to the Managed Volatility Aggressive Portfolio and Managed Volatility Growth Portfolio)

A fund’s use of derivatives may cause its portfolio to be leveraged (i.e., the fund’s exposure to underlying securities, assets or currencies exceeds its net asset value). Leveraging long exposures increases a fund’s losses when the value of its investments declines. Because many derivatives have a leverage component (i.e., a notional value in excess of the assets needed to establish and/or maintain the derivative position), adverse changes in the value or level of the underlying asset, rate, or index may result in a loss substantially greater than the amount invested in the derivative itself. In the case of swaps, the risk of loss generally is related to a notional principal amount, even if the parties have not made any initial investment. Some derivatives have the potential for unlimited loss, regardless of the size of the initial investment.

 

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Liquidity risk

The extent (if at all) to which a security may be sold or a derivative position closed without negatively impacting its market value may be impaired by reduced market activity or participation, legal restrictions, or other economic and market impediments. Funds with principal investment strategies that involve investments in securities of companies with smaller market capitalizations, foreign securities, derivatives, or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Exposure to liquidity risk may be heightened for funds that invest in securities of emerging markets and related derivatives that are not widely traded, and that may be subject to purchase and sale restrictions.

The capacity of traditional dealers to engage in fixed-income trading has not kept pace with the bond market’s growth. As a result, dealer inventories of corporate bonds, which indicate the ability to “make markets,” i.e., buy or sell a security at the quoted bid and ask price, respectively, are at or near historic lows relative to market size. Because market makers provide stability to fixed-income markets, the significant reduction in dealer inventories could lead to decreased liquidity and increased volatility, which may become exacerbated during periods of economic or political stress.

Lower-rated and high-yield fixed-income securities risk

Lower-rated fixed-income securities are defined as securities rated below investment grade (such as Ba and below by Moody’s Investors Service, Inc. and BB and below by Standard & Poor’s Ratings Services and Fitch Ratings, as applicable) (also called junk bonds). The general risks of investing in these securities are as follows:

Risk to principal and income.    Investing in lower-rated fixed-income securities is considered speculative. While these securities generally provide greater income potential than investments in higher-rated securities, there is a greater risk that principal and interest payments will not be made. Issuers of these securities may even go into default or become bankrupt.

Price volatility.    The price of lower-rated fixed-income securities may be more volatile than securities in the higher-rated categories. This volatility may increase during periods of economic uncertainty or change. The price of these securities is affected more than higher-rated fixed-income securities by the market’s perception of their credit quality, especially during times of adverse publicity. In the past, economic downturns or increases in interest rates have, at times, caused more defaults by issuers of these securities and may do so in the future. Economic downturns and increases in interest rates have an even greater effect on highly leveraged issuers of these securities.

 

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Liquidity.    The market for lower-rated fixed-income securities may have more limited trading than the market for investment-grade fixed-income securities. Therefore, it may be more difficult to sell these securities, and these securities may have to be sold at prices below their market value in order to meet redemption requests or to respond to changes in market conditions.

Dependence on manager’s own credit analysis.    While a manager may rely on ratings by established credit rating agencies, it will also supplement such ratings with its own independent review of the credit quality of the issuer. Therefore, the assessment of the credit risk of lower-rated fixed-income securities is more dependent on the manager’s evaluation than the assessment of the credit risk of higher-rated securities.

Additional risks regarding lower-rated corporate fixed-income securities.    Lower-rated corporate fixed-income securities (and comparable unrated securities) tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-rated corporate fixed-income securities. Issuers of lower-rated corporate fixed-income securities may also be highly leveraged, increasing the risk that principal and income will not be repaid.

Additional risks regarding lower-rated foreign government fixed-income securities.    Lower-rated foreign government fixed-income securities are subject to the risks of investing in foreign countries described under “Foreign securities risk.” In addition, the ability and willingness of a foreign government to make payments on debt when due may be affected by the prevailing economic and political conditions within the country. Emerging-market countries may experience high inflation, interest rates, and unemployment, as well as exchange-rate fluctuations which adversely affect trade and political uncertainty or instability. These factors increase the risk that a foreign government will not make payments when due.

Managed Volatility Portfolio Hedging risk

There may be imperfect or even negative correlation between the price of the futures contracts and the price of the underlying securities. For example, futures contracts may not provide an effective hedge because changes in futures contract prices may not track those of the underlying securities or indexes they are intended to hedge. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives. The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures, including technical influences in futures trading, and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading. A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a

 

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well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends. In addition, the fund’s investment in exchange-traded futures as a result of the risk management strategy could limit the upside participation of the fund in strong, rising markets with high volatility and could underperform funds that do not use a risk management strategy.

Mortgage-backed and asset-backed securities risk

Mortgage-backed securities.    Mortgage-backed securities represent participating interests in pools of residential mortgage loans, which are guaranteed by the U.S. government, its agencies, or its instrumentalities. However, the guarantee of these types of securities relates to the principal and interest payments, and not to the market value of such securities. In addition, the guarantee only relates to the mortgage-backed securities held by a fund and not the purchase of shares of the fund.

Mortgage-backed securities are issued by lenders, such as mortgage bankers, commercial banks, and savings and loan associations. Such securities differ from conventional debt securities, which provide for the periodic payment of interest in fixed amounts (usually semiannually) with principal payments at maturity or on specified dates. Mortgage-backed securities provide periodic payments which are, in effect, a pass-through of the interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans. A mortgage-backed security will mature when all the mortgages in the pool mature or are prepaid. Therefore, mortgage-backed securities do not have a fixed maturity and their expected maturities may vary when interest rates rise or fall.

When interest rates fall, homeowners are more likely to prepay their mortgage loans. An increased rate of prepayments on a fund’s mortgage-backed securities will result in an unforeseen loss of interest income to the fund as the fund may be required to reinvest assets at a lower interest rate. Because prepayments increase when interest rates fall, the prices of mortgage-backed securities do not increase as much as other fixed-income securities when interest rates fall.

When interest rates rise, homeowners are less likely to prepay their mortgage loans. A decreased rate of prepayments lengthens the expected maturity of a mortgage-backed security. Therefore, the prices of mortgage-backed securities may decrease more than prices of other fixed-income securities when interest rates rise.

The yield of mortgage-backed securities is based on the average life of the underlying pool of mortgage loans. The actual life of any particular pool may be shortened by unscheduled or early payments of principal and interest. Principal prepayments may result from the sale of the underlying property or the

 

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refinancing or foreclosure of underlying mortgages. The occurrence of prepayments is affected by a wide range of economic, demographic, and social factors and, accordingly, it is not possible to accurately predict the average life of a particular pool. The actual prepayment experience of a pool of mortgage loans may cause the yield realized by a fund to differ from the yield calculated on the basis of the average life of the pool. In addition, if a fund purchases mortgage-backed securities at a premium, the premium may be lost in the event of early prepayment, which may result in a loss to the fund.

Prepayments tend to increase during periods of falling interest rates, while during periods of rising interest rates, prepayments are likely to decline. Monthly interest payments received by a fund have a compounding effect, which will increase the yield to shareholders as compared to debt obligations that pay interest semiannually. Because of the reinvestment of prepayments of principal at current rates, mortgage-backed securities may be less effective than U.S. Treasury bonds of similar maturity at maintaining yields during periods of declining interest rates. Also, although the value of debt securities may increase as interest rates decline, the value of these pass-through types of securities may not increase as much, due to their prepayment feature.

Collateralized mortgage obligations (CMOs).    A fund may invest in mortgage-backed securities called CMOs. CMOs are issued in separate classes with different stated maturities. As the mortgage pool experiences prepayments, the pool pays off investors in classes with shorter maturities first. By investing in CMOs, a fund may manage the prepayment risk of mortgage-backed securities. However, prepayments may cause the actual maturity of a CMO to be substantially shorter than its stated maturity.

Asset-backed securities.    Asset-backed securities include interests in pools of debt securities, commercial or consumer loans, or other receivables. The value of these securities depends on many factors, including changes in interest rates, the availability of information concerning the pool and its structure, the credit quality of the underlying assets, the market’s perception of the servicer of the pool, and any credit enhancement provided. In addition, asset-backed securities have prepayment risks similar to mortgage-backed securities.

Inverse interest-only securities.    Inverse interest-only securities that are mortgage-backed securities are subject to the same risks as other mortgage-backed securities. In addition, the coupon on an inverse interest-only security can be extremely sensitive to changes in prevailing interest rates.

TBA mortgage contracts.    TBA mortgage contracts involve a risk of loss if the value of the underlying security to be purchased declines prior to delivery date. The yield obtained for such securities may be higher or lower than yields available in the market on delivery date.

 

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Non-diversified risk (applicable to the Lifestyle Aggressive Portfolio and Lifestyle Growth Portfolio only)

Overall risk can be reduced by investing in securities from a diversified pool of issuers, while overall risk is increased by investing in securities of a small number of issuers. If a fund is not diversified within the meaning of the Investment Company Act of 1940, that means it is allowed to invest a large portion of assets in any one issuer or a small number of issuers, which may result in greater susceptibility to associated risks. As a result, credit, market, and other risks associated with a non-diversified fund’s investment strategies or techniques may be more pronounced than for funds that are diversified.

Sector risk

When a fund’s investments are focused in one or more sectors of the economy, they are not as diversified as the investments of most funds and are far less diversified than the broad securities markets. This means that focused funds tend to be more volatile than other funds, and the values of their investments tend to go up and down more rapidly. In addition, a fund which invests in particular sectors is particularly susceptible to the impact of market, economic, regulatory, and other factors affecting those sectors. From time to time, a small number of companies may represent a large portion of a particular sector or sectors.

Banking.    Commercial banks (including “money center” regional and community banks), savings and loan associations and holding companies of the foregoing are especially subject to adverse effects of volatile interest rates, concentrations of loans in particular industries (such as real estate or energy) and significant competition. The profitability of these businesses is to a significant degree dependent upon the availability and cost of capital funds. Banks, thrifts and their holding companies are especially subject to the adverse effects of economic recession. Economic conditions in the real estate market may have a particularly strong effect on certain banks and savings associations. Commercial banks and savings associations are subject to extensive federal and, in many instances, state regulation. Neither such extensive regulation nor the federal insurance of deposits ensures the solvency or profitability of companies in this industry, and there is no assurance against losses in securities issued by such companies.

Financial Services.    To the extent that a fund invests in securities of companies in the financial services sector, the fund may be significantly affected by economic, market, and business developments, borrowing costs, interest-rate fluctuations, competition, and government regulation, among other factors, impacting that sector. Companies in the financial services sector may include, but are not limited to, commercial and industrial banks, savings and loan associations and their holding companies, consumer and industrial finance companies, diversified financial services companies, investment banking,

 

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securities brokerage and investment advisory companies, leasing companies and insurance companies. The types of companies that comprise the financial services sector may change over time.

These companies compete with banks and thrifts to provide traditional financial service products, in addition to their traditional services, such as brokerage and investment advice. In addition, certain financial service companies face shrinking profit margins due to new competitors, the cost of new technology and the pressure to compete globally.

Health Sciences.    Companies in this sector are subject to the additional risks of increased competition within the health care industry, changes in legislation or government regulations, reductions in government funding, the uncertainty of governmental approval of a particular product, product liability or other litigation, patent expirations and the obsolescence of popular products. The prices of the securities of health sciences companies may fluctuate widely due to government regulation and approval of their products and services, which may have a significant effect on their price and availability. In addition, the types of products or services produced or provided by these companies may quickly become obsolete. Moreover, liability for products that are later alleged to be harmful or unsafe may be substantial and may have a significant impact on a company’s market value or share price.

Insurance Companies.    Insurance companies are engaged in underwriting, selling, distributing or placing of property and casualty, life or health insurance. Insurance company profits are affected by many factors, including interest rate movements, the imposition of premium rate caps, competition and pressure to compete globally. Property and casualty insurance profits may also be affected by weather catastrophes and other disasters. Already extensively regulated, insurance companies’ profits may also be adversely affected by increased government regulations or tax law changes. Insurance companies are particularly subject to government regulation and rate setting, potential anti-trust and tax law changes, and industry-wide pricing and competition cycles. Property and casualty insurance companies may also be affected by weather and other catastrophes. Life and health insurance companies may be affected by mortality and morbidity rates, including the effects of epidemics. Individual insurance companies may be exposed to reserve inadequacies, problems in investment portfolios (for example, due to real estate or “junk” bond holdings) and failures of reinsurance carriers.

Other Financial Services Companies.    Many of the investment considerations discussed in connection with banks and insurance companies also apply to financial services companies. These companies are all subject to

 

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extensive regulation, rapid business changes, volatile performance dependent upon the availability and cost of capital and prevailing interest rates and significant competition. General economic conditions significantly affect these companies. Credit and other losses resulting from the financial difficulty of borrowers or other third parties have a potentially adverse effect on companies in this sector. Investment banking, securities brokerage and investment advisory companies are particularly subject to government regulation and the risks inherent in securities trading and underwriting activities.

Technology companies.    A fund investing in technology companies, including companies engaged in Internet-related activities, is subject to the risk of short product cycles and rapid obsolescence of products and services and competition from new and existing companies. Investments in the technology sector may be susceptible to heightened risk of cybersecurity breaches, which may allow an unauthorized party to gain access to personally identifiable information and other customer data. The realization of any one of these risks may result in significant earnings loss and price volatility. Some technology companies also have limited operating histories and are subject to the risks of a small or unseasoned company described under “Small and mid-sized company risk.”

Telecommunications.    Companies in the telecommunications sector are subject to the additional risks of rapid obsolescence, lack of standardization or compatibility with existing technologies, an unfavorable regulatory environment and a dependency on patent and copyright protection. The prices of the securities of companies in the telecommunications sector may fluctuate widely due to both federal and state regulations governing rates of return and services that may be offered, fierce competition for market share, and competitive challenges in the U.S. from foreign competitors engaged in strategic joint ventures with U.S. companies and in foreign markets from both U.S. and foreign competitors. In addition, recent industry consolidation trends may lead to increased regulation of telecommunications companies in their primary markets.

Utilities.    Issuers in the utilities sector are subject to many risks, including the following: increases in fuel and other operating costs; restrictions on operations; increased costs and delays as a result of environmental and safety regulations; coping with the impact of energy conservation and other factors reducing the demand for services; technological innovations that may render existing plants, equipment or products obsolete; the potential impact of natural or man-made disasters; difficulty in obtaining adequate returns on invested capital; difficulty in obtaining approval for rate increases; the high cost of obtaining financing, particularly during periods of

 

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inflation; increased competition resulting from deregulation, overcapacity and pricing pressures; and the negative impact of regulation. Because utility companies are faced with the same obstacles, issues and regulatory burdens, their securities may react similarly and more in unison to these or other market conditions.

Short sales risk

The funds may make short sales of securities. This means a fund may sell a security that it does not own in anticipation of a decline in the market value of the security. A fund generally borrows the security to deliver to the buyer in a short sale. The fund must then buy the security at its market price when the borrowed security must be returned to the lender. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security. A fund may also make short sales “against the box.” In a short sale against the box, at the time of sale, the fund owns or has the right to acquire the identical security, or one equivalent in kind or amount, at no additional cost.

Until a fund closes its short position or replaces a borrowed security, a fund will (i) segregate with its custodian cash or other liquid assets at such a level that the amount segregated plus the amount deposited with the lender as collateral will equal the current market value of the security sold short or (ii) otherwise cover its short position. The need to maintain cash or other liquid assets in segregated accounts could limit the fund’s ability to pursue other opportunities as they arise.

Quantitative modeling risk (applicable to the Managed Volatility Aggressive Portfolio and Managed Volatility Growth Portfolio)

In determining when to employ risk management techniques and/or reallocate exposure among equity, fixed-income and cash, the subadvisor uses quantitative models that use historical market data. However, future market conditions may not be consistent with historical periods, and the historical data may not, therefore, prove to be an accurate predictor of future volatility or losses. The model also may not measure or analyze such data effectively. Thus, the quantitative model may not produce the desired results and may not accurately forecast either future volatility or future large market declines, and this would affect the ability of a fund to be successful in managing the volatility of returns and limiting the magnitude of portfolio losses.

Risk management strategies may not be successful, may limit upside potential or may permit or result in losses (applicable to the Managed Volatility Aggressive Portfolio and Managed Volatility Growth Portfolio)

The purpose of the risk management strategies is to attempt to limit the fund’s exposure to more volatile asset classes during periods of high volatility and attempt

 

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to reduce the fund’s losses during market declines; however, there is no assurance that these strategies will be successful, and these risk management strategies could limit the upside participation of the fund in rising markets or even result in losses in rising markets. The application of risk management techniques can be complex, and misjudgments in implementation may result in under or over allocations to equity, fixed income and/or cash and cash equivalent exposure.

Short positions risk (applicable to the Managed Volatility Aggressive Portfolio and Managed Volatility Growth Portfolio)

In taking a short position, a fund seeks to profit from an anticipated decline in the value of a security or index of securities. If the security or index instead appreciates in value, the fund will incur losses by having to pay to close out its position at a higher price than the price it received to open that position. Unlike losses from declines in long positions in stocks or other securities (which may not exceed the original amount invested), the losses a fund may incur to close out a short position if the underlying security or index increases in value are potentially unlimited.

Swaps risk (applicable to the Managed Volatility Aggressive Portfolio and Managed Volatility Growth Portfolio)

Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions), interest-rate risk, settlement risk, risk of default of the underlying reference obligation and risk of disproportionate loss are the principal risks of engaging in transactions involving swaps.

Target allocation risk

When a fund has a greater allocation to equity securities, it will be less conservative and have more equity securities risk exposure. These risks are explained under “Equity securities risk.” The risks associated with fixed-income and short-term fixed-income securities are explained under “Fixed-income securities risk,” “Interest-rate risk,” “Credit and counterparty risk,” and “Lower-rated fixed-income securities risk and high yield securities risk.”

Use of index futures risk (applicable to the Managed Volatility Aggressive Portfolio and Managed Volatility Growth Portfolio)

While the use of index futures may involve a small investment of cash, the losses to a fund could exceed the amount invested, and in certain cases even the total value of the fund’s assets, due to the embedded leverage provided by the derivative. Index futures may also result in a loss to the fund if the counterparty to the transaction does not perform.

 

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Additional Information About the Funds’ Investment Policies

Subject to certain restrictions and except as noted below, a fund may use the following investment strategies and purchase the following types of securities.

Foreign Repurchase Agreements

A fund may enter into foreign repurchase agreements. Foreign repurchase agreements may be less well secured than U.S. repurchase agreements, and may be denominated in foreign currencies. They also may involve greater risk of loss if the counterparty defaults. Some counterparties in these transactions may be less creditworthy than those in U.S. markets.

Illiquid Securities

A fund may not invest more than 15% of its net assets (or 5% in the case of Money Market Trust) in securities that cannot be sold or disposed of in seven calendar days or less without the sale or disposition significantly changing the market value of the investment (“illiquid securities”). Investment in illiquid securities involves the risk that, because of the lack of consistent market demand for such securities, a fund may be forced to sell them at a discount from the last offer price.

Indexed/Structured Securities

Funds may invest in indexed/structured securities. These securities are typically short-to intermediate-term debt securities whose value at maturity or interest rate is linked to currencies, interest rates, equity securities, indices, commodity prices or other financial indicators. Such securities may be positively or negatively indexed (i.e., their value may increase or decrease if the reference index or instrument appreciates). Indexed/structured securities may have return characteristics similar to direct investments in the underlying instruments. A fund bears the market risk of an investment in the underlying instruments, as well as the credit risk of the issuer.

Lending of Fund Securities

A fund may lend its securities so long as such loans do not represent more than 3313% of the fund’s total assets, except through the purchase of debt obligations or the use of repurchase agreements. As collateral for the loaned securities, the borrower gives the lending portfolio collateral equal to at least 100% of the value of the loaned securities. The collateral may consist of cash, cash equivalents or securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The borrower must also agree to increase the collateral if the value of the loaned securities increases. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower of the securities fail financially.

 

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Loan Participations

The funds may invest in fixed-and floating-rate loans, which investments generally will be in the form of loan participations and assignments of such loans. Participations and assignments involve special types of risks, including credit risk, interest rate risk, liquidity risk, and the risks of being a lender. Investments in loan participations and assignments present the possibility that a fund could be held liable as a co-lender under emerging legal theories of lender liability. If a fund purchases a participation, it may only be able to enforce its rights through the lender and may assume the credit risk of the lender in addition to the borrower.

Mortgage Dollar Rolls

The funds may enter into mortgage dollar rolls. Under a mortgage dollar roll, a fund sells mortgage-backed securities for delivery in the future (generally within 30 days) and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date.

At the time a fund enters into a mortgage dollar roll, it will maintain on its records liquid assets such as cash or U.S. government securities equal in value to its obligations in respect of dollar rolls, and accordingly, such dollar rolls will not be considered borrowings.

The funds may only enter into covered rolls. A “covered roll” is a specific type of dollar roll for which there is an offsetting cash or cash equivalent security position that matures on or before the forward settlement date of the dollar roll transaction. Dollar roll transactions involve the risk that the market value of the securities sold by the funds may decline below the repurchase price of those securities. While a mortgage dollar roll may be considered a form of leveraging, and may, therefore, increase fluctuations in a fund’s NAV per share, the funds will cover the transaction as described above.

Repurchase Agreements

The funds may enter into repurchase agreements. Repurchase agreements involve the acquisition by a fund of debt securities subject to an agreement to resell them at an agreed-upon price. The arrangement is in economic effect a loan collateralized by securities. The fund’s risk in a repurchase transaction is limited to the ability of the seller to pay the agreed-upon sum on the delivery date. In the event of bankruptcy or other default by the seller, the instrument purchased may decline in value, interest payable on the instrument may be lost and there may be possible delays and expense in liquidating the instrument. Securities subject to repurchase agreements will be valued every business day and additional collateral will be requested if necessary so that the value of the collateral is at least equal to the value of the repurchased obligation, including the interest accrued thereon. Repurchases agreements maturing in more than seven days are deemed to be illiquid.

 

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Reverse Repurchase Agreements

The funds may enter into “reverse” repurchase agreements. Under a reverse repurchase agreement, a fund may sell a debt security and agree to repurchase it at an agreed-upon time and at an agreed-upon price. The funds will maintain liquid assets such as cash, Treasury bills or other U.S. government securities having an aggregate value equal to the amount of such commitment to repurchase including accrued interest, until payment is made. While a reverse repurchase agreement may be considered a form of leveraging and may, therefore, increase fluctuations in a fund’s NAV per share, the funds will cover the transaction as described above.

U.S. Government Securities

The funds may invest in U.S. government securities issued or guaranteed by the U.S. government or by an agency or instrumentality of the U.S. government. Not all U.S. government securities are backed by the full faith and credit of the United States. Some are supported only by the credit of the issuing agency or instrumentality, which depends entirely on its own resources to repay the debt. U.S. government securities that are backed by the full faith and credit of the United States include U.S. Treasuries and mortgage-backed securities guaranteed by the Government National Mortgage Association. Securities that are only supported by the credit of the issuing agency or instrumentality include Fannie Mae, FHLBs and Freddie Mac. See “Credit and counterparty risk” for additional information on Fannie Mae and Freddie Mac securities.

Warrants

The funds may, subject to certain restrictions, purchase warrants, including warrants traded independently of the underlying securities. Warrants are rights to purchase securities at specific prices valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities, and warrant holders receive no dividends and have no voting rights or rights with respect to the assets of an issuer. Warrants cease to have value if not exercised prior to their expiration dates.

Additional information about the risks of the Lifestyle Portfolios’ asset transfer process

The Lifestyle Growth Portfolio is offered in connection with specific guaranteed benefits under variable annuity contracts (the “Contracts”) issued by John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York (collectively, the “John Hancock Issuers”). The Contracts provide that the John Hancock Issuers can automatically transfer contract value between the Lifestyle Growth Portfolio and the Select Bond Trust through a nondiscretionary, systematic mathematical process. The purpose of these transfers is to attempt to protect contract value from declines due to market volatility, and

 

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therefore limit the John Hancock Issuers’ exposure to risk under the guaranteed benefits under the Contracts. The timing and amount of any transfer of contract value under the John Hancock Issuers’ process will depend on several factors, including market movements. In general, the higher the equity component of the Lifestyle Growth Portfolio, the more likely that contract value will be reallocated from the Lifestyle Growth Portfolio to the Select Bond Trust when equity markets fall. These asset reallocations may result in large-scale asset flows into and out of, and may negatively affect the performance of the Lifestyle Growth Portfolio and the underlying funds in which the Lifestyle Growth Portfolio invests.

As a result of large scale asset flows into and out of the Lifestyle Growth Portfolio, the underlying funds in which the Lifestyle Growth Portfolio invests, may also experience large-scale inflows and outflows. These flows may increase an underlying fund’s transaction costs and cause the fund to purchase or sell securities when it would not normally do so, which may negatively affect the underlying fund’s expense ratios and performance. It could be particularly disadvantageous for an underlying fund if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. Because the Lifestyle Growth Portfolio bears its proportionate share of the transaction costs of the underlying funds, increased underlying fund expenses may indirectly negatively affect the performance of the Lifestyle Growth Portfolio.

Advance trade estimate risk

The Lifestyle Growth Portfolio may seek to mitigate asset transfer risk by adjusting its portfolio based on advance estimates of automatic transfers of Contract value under the Contracts. The John Hancock Issuers have provided the Lifestyle Growth Portfolio’s subadvisor with an analytical tool that calculates estimates of automatic transfers based on several factors, including the mathematical process for automatic transfers and market movements before the daily close of trading. The subadvisor may, but is not required to, use the tool to adjust the Lifestyle Growth’s Portfolio with the goal of trading in securities or purchasing shares of underlying funds as close to the market close as possible in order to limit the Lifestyle Growth Portfolio’s exposure to cash drag (i.e., holding cash while markets are rising) and adverse overnight market fluctuations. For example, in a rising market, if the analytical tool suggests that the Lifestyle Growth Portfolio will receive inflows that day (the “Trade Date”), the subadvisor could buy securities or shares of an underlying fund close to or at the closing prices on the Trade Date, as opposed to the following business day, when the actual transfer amount would be known. In a falling market, if the analytical tool suggests that the Lifestyle Growth Portfolio will experience outflows on Trade Date, the subadvisor could sell securities or shares of an underlying fund close to or at the closing prices on Trade Date, as opposed to the following business day, when the actual transfer amount would be known.

 

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If the subadvisor relies on the analytical tool or its own judgment and places trades in anticipation of purchases and redemptions of Lifestyle Growth Portfolio shares, there can be no assurance that the prices paid by the Lifestyle Growth Portfolio will be better than if the Lifestyle Growth Portfolio had traded the following business day. The estimated transfer amount may be different from the actual transfer amount for various reasons, including changes in market direction, contract owner behavior and faulty inputs. If the estimated transfer amount is different from the actual transfer amount, the Lifestyle Growth Portfolio will buy or sell securities or shares of an underlying fund the following business day to adjust for this difference. For example, if cash flows into the Lifestyle Growth Portfolio are less than estimated, the Lifestyle Growth Portfolio could be forced to liquidate positions it had purchased. Conversely, if cash flows out of the Lifestyle Growth Portfolio are less than estimated, the Lifestyle Growth Portfolio may be required to repurchase positions it had sold. In addition, purchasing securities or shares of an underlying fund early could cause the Lifestyle Growth Portfolio to spend more money than it has available and, in the event of a market decline, such leverage will magnify losses because the decline also affects the securities purchased with amounts in excess of the Lifestyle Growth Portfolio’s assets. Due to these various factors, trading on the basis of advance estimates of automatic transfers may cause higher portfolio turnover than that based solely on automatic transfers of Contract value under the Contracts, increase Lifestyle Growth Portfolio expenses and adversely affect the performance of the Lifestyle Growth Portfolio.

These investment strategies and securities are described further in the JHVIT SAI.

The Subadvisors and Portfolio Managers

Set forth below is information about the subadvisors and the portfolio managers for the Acquired and Acquiring Funds, including a summary of the portfolio managers’ business careers. The JHVIT SAI includes additional details about the funds’ portfolio managers, including information about their compensation, accounts they manage other than the funds and their ownership of fund securities.

Manulife Investment Management (US) LLC

Manulife Investment Management (US) LLC), a Delaware limited liability company located at 197 Clarendon Street, Boston, Massachusetts 02116, was founded in 1979. It is a wholly-owned subsidiary of John Hancock Life Insurance Company (U.S.A.) and an affiliate of the Advisor. John Hancock Life Insurance Company (U.S.A.) is a subsidiary of MFC, based in Toronto, Canada. MFC is the holding company of the Manufacturers Life Insurance Company and its

 

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subsidiaries, collectively known as Manulife Financial. References to Manulife Investment Management (US) LLC below refer to its predecessor or affiliate organizations and entities.

Manulife Investment Management (US) LLC has identified the following persons as jointly and primarily responsible for the day-to-day management of the funds’ portfolios as set forth below. These managers are employed by Manulife Investment Management (US) LLC.

Portfolio Managers

Managed Volatility Aggressive Portfolio and Managed Volatility Growth Fund

Geoffrey Kelley, CFA.    Managing Director of Asset Allocation Team; joined Manulife Investment Management (US) LLC in 2018. Managed each fund since 2020.

Robert Sykes, CFA.    Managing Director, Portfolio Manager of Asset Allocation Team; joined Manulife Investment Management (US) LLC in 2008. Managed each fund since 2018.

Nathan Thooft, CFA.    Senior Managing Director, Senior Portfolio Manager and Global Head of Asset Allocation Team; joined Manulife Investment Management (US) LLC in 2008. Managed each fund since 2013.

Jeffrey Wu.    Director, Portfolio Manager and Senior Derivatives Analyst of Asset Allocation Team; joined Manulife Investment Management (US) LLC in 2017; began business career in 2005. Managed each fund since 2020.

Lifestyle Aggressive Portfolio and Lifestyle Growth Portfolio

Robert Sykes, CFA.    Managing Director, Portfolio Manager of Asset Allocation Team; joined Manulife Investment Management (US) LLC) in 2008. Managed each fund since 2018.

Nathan Thooft, CFA.    Senior Managing Director, Senior Portfolio Manager and Global Head of Asset Allocation Team; joined Manulife Investment Management (US) LLC in 2008. Managed each fund since 2013.

* * *

Pursuant to an order received from the SEC, the Advisor is permitted to appoint a new subadvisor for a fund or change the terms of a subadvisory agreement without obtaining shareholder approval. As a result, a fund is able from time to time to change fund subadvisors or the fees paid to subadvisors without the

 

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expense and delays associated with holding a shareholders’ meeting. The SEC order does not, however, permit the Advisor to appoint a subadvisor that is an affiliate of the Advisor or change the subadvisory fee of an affiliated subadvisor without shareholder approval. Depending on the specific circumstances, however, the funds may rely on certain SEC staff no-action positions to appoint an affiliated subadvisor or change subadvisory fees without shareholder approval.

Rule 12b-1 Fees

JHVIT has adopted a Distribution Plan under Rule 12b-1 under the 1940 Act for Series I and Series II shares of each fund. Series NAV shares are not subject to Rule 12b-1 fees. Series I shares of the funds are subject to Rule 12b-1 fees amounting to 0.05% of the average daily net assets of Series I shares. Series II shares of the Acquiring Fund are subject to Rule 12b-1 fees amounting to 0.25% of the average daily net assets of that fund’s Series II shares.

Rule 12b-1 fees will be paid to JH Distributors or any successor thereto (the “Distributor”). To the extent consistent with applicable laws, regulations and rules, the Distributor may use Rule 12b-1 fees:

 

  (i)

for any expenses relating to the distribution of the shares of the class,

 

  (ii)

for any expenses relating to shareholder or administrative services for holders of the shares of the class (or owners of contracts funded in insurance company separate accounts that invest in the shares of the class) and

 

  (iii)

for the payment of “service fees” that come within Rule 2341 of the Conduct Rules of the Financial Industry Regulatory Authority.

Without limiting the foregoing, the Distributor may pay all or part of the Rule 12b-1 fees from a fund to one or more affiliated and unaffiliated insurance companies that have issued variable insurance contracts for which the fund serves as an investment vehicle as compensation for providing some or all of the types of services described in the preceding sentence; this provision, however, does not obligate the Distributor to make any payments of Rule 12b-1 fees and does not limit the use that the Distributor may make of the Rule 12b-1 fees it receives. Rule 12b-1 fees are paid out of a fund’s assets on an ongoing basis. Therefore, these fees will increase the cost of an investment in a fund and may, over time, be greater than other types of sales charges.

Dividends and Distributions

The dividends and distributions procedures with respect to the Acquired and Acquiring Funds are the same. JHVIT intends to declare as dividends substantially

 

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all of the net investment income, if any, of each fund. Dividends from the net investment income and the net capital gain, if any, for each fund will be declared not less frequently than annually and reinvested in additional full and fractional shares of that fund or paid in cash.

Purchase and Redemption of Shares

Shares of each fund are offered continuously, without sales charge, and are sold and redeemed each business day at a price equal to their net asset value (NAV) determined for that business day as set forth under “Valuation of shares” in this prospectus. A business day is any day that the New York Stock Exchange is open for business. Depending upon the NAV at that time, the amount paid upon redemption may be more or less than the cost of the shares redeemed. Payment for shares redeemed will generally be made within seven days after receipt of a proper notice of redemption. However, JHVIT may suspend the right of redemption or postpone the date of payment beyond seven days during any period when:

 

   

trading on the NYSE is restricted, as determined by the SEC, or the NYSE is closed for other than weekends and holidays;

 

   

an emergency exists, as determined by the SEC, as a result of which disposal by JHVIT of securities owned by it is not reasonably practicable or it is not reasonably practicable for JHVIT fairly to determine the value of its net assets; or

 

   

the SEC by order so permits for the protection of security holders of JHVIT.

Shares of the funds are not sold directly to the public but generally may be sold only to insurance companies and their separate accounts as the underlying investment options for variable annuity and variable life insurance contracts issued by such companies, to certain entities affiliated with the insurance companies, to those funds of JHVIT that operate as funds of funds and invest in other funds (“Underlying Funds”) and to certain qualified retirement plans (“qualified plans”).

Due to differences in tax treatments and other considerations, the interests of holders of variable annuity and variable life insurance contracts, and the interests of holders of variable contracts and qualified plan investors, that participate in JHVIT may conflict. The Board of Trustees of JHVIT (the “Board” or “Trustees”) will monitor events in order to identify the existence of any material irreconcilable conflicts and determine what action, if any, should be taken in response to any such conflict.

 

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Valuation of Shares

The NAV for each class of shares of the funds is normally determined once daily as of the close of regular trading on the New York Stock Exchange (NYSE) (typically 4:00 P.M., Eastern time, on each business day that the NYSE is open). In case of emergency or other disruption resulting in the NYSE not opening for trading or the NYSE closing at a time other than the regularly scheduled close, the NAV may be determined as of the regularly scheduled close of the NYSE pursuant to the fund’s Valuation Policies and Procedures. The time at which shares and transactions are priced and until which orders are accepted may vary to the extent permitted by the Securities and Exchange Commission and applicable regulations. On holidays or other days when the NYSE is closed, the NAV is not calculated and the funds do not transact purchase or redemption requests. Trading of securities that are primarily listed on foreign exchanges may take place on weekends and U.S. business holidays on which the funds’ NAV is not calculated. Consequently, each fund’s portfolio securities may trade and the NAV of the fund’s shares may be significantly affected on days when a shareholder will not be able to purchase or redeem shares of the fund.

Each class of shares of each fund has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to each share class by the number of fund shares outstanding for that class.

Valuation of Securities

Portfolio securities are valued by various methods that are generally described below. Portfolio securities also may be fair valued by the funds’ Pricing Committee in certain instances pursuant to procedures established by the Trustees. Equity securities are generally valued at the last sale price or, for certain markets, the official closing price as of the close of the relevant exchange. Securities not traded on a particular day are valued using last available bid prices. A security that is listed or traded on more than one exchange is typically valued at the price on the exchange where the security was acquired or most likely will be sold. In certain instances, the Pricing Committee may determine to value equity securities using prices obtained from another exchange or market if trading on the exchange or market on which prices are typically obtained did not open for trading as scheduled, or if trading closed earlier than scheduled, and trading occurred as normal on another exchange or market. Equity securities traded principally in foreign markets are typically valued using the last sale price or official closing price in the relevant exchange or market, as adjusted by an independent pricing vendor to reflect fair value. On any day a foreign market is closed and the NYSE is open, any foreign securities will typically be valued using the last price or official closing price obtained from the relevant exchange on the prior business day adjusted based on information provided by an independent pricing vendor to reflect

 

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fair value. Debt obligations are typically valued based on evaluated prices provided by an independent pricing vendor. The value of securities denominated in foreign currencies is converted into U.S. dollars at the exchange rate supplied by an independent pricing vendor. Forward foreign currency contracts are valued at the prevailing forward rates which are based on foreign currency exchange spot rates and forward points supplied by an independent pricing vendor. Exchange-traded options are valued at the mid-price of the last quoted bid and ask prices. Futures contracts whose settlement prices are determined as of the close of the NYSE are typically valued based on the settlement price while other futures contracts are typically valued at the last traded price on the exchange on which they trade. Foreign equity index futures that trade in the electronic trading market subsequent to the close of regular trading may be valued at the last traded price in the electronic trading market as of the close of the NYSE, or may be fair valued based on fair value adjustment factors provided by an independent pricing vendor in order to adjust for events that may occur between the close of foreign exchanges or markets and the close of the NYSE. Swaps and unlisted options are generally valued using evaluated prices obtained from an independent pricing vendor. Shares of other open-end investment companies that are not exchange-traded funds (underlying funds) are valued based on the NAVs of such underlying funds.

Pricing vendors may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values, including transaction data, broker-dealer quotations, credit quality information, general market conditions, news, and other factors and assumptions. The fund may receive different prices when it sells odd-lot positions than it would receive for sales of institutional round lot positions. Pricing vendors generally value securities assuming orderly transactions of institutional round lot sizes, but a fund may hold or transact in such securities in smaller, odd lot sizes.

The Pricing Committee engages in oversight activities with respect to the pricing vendors, which includes, among other things, monitoring significant or unusual price fluctuations above predetermined tolerance levels from the prior day, back-testing of pricing vendor prices against actual trades, conducting periodic due diligence meetings and reviews, and periodically reviewing the inputs, assumptions and methodologies used by these vendors. Nevertheless, market quotations, official closing prices, or information furnished by a pricing vendor could be inaccurate, which could lead to a security being valued incorrectly.

If market quotations, official closing prices, or information furnished by a pricing vendor are not readily available or are otherwise deemed unreliable or not representative of the fair value of such security because of market- or issuer-specific events, a security will be valued at its fair value as determined in good faith by the Trustees. The Trustees are assisted in their responsibility to fair value securities by the funds’ Pricing Committee, and the actual calculation of a

 

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security’s fair value may be made by the Pricing Committee acting pursuant to the procedures established by the Trustees. In certain instances, therefore, the Pricing Committee may determine that a reported valuation does not reflect fair value, based on additional information available or other factors, and may accordingly determine in good faith the fair value of the assets, which may differ from the reported valuation.

Fair value pricing of securities is intended to help ensure that a fund’s NAV reflects the fair market value of the fund’s portfolio securities as of the close of regular trading on the NYSE (as opposed to a value that no longer reflects market value as of such close), thus limiting the opportunity for aggressive traders or market timers to purchase shares of the fund at deflated prices reflecting stale security valuations and promptly sell such shares at a gain, thereby diluting the interests of long- term shareholders. However, a security’s valuation may differ depending on the method used for determining value, and no assurance can be given that fair value pricing of securities will successfully eliminate all potential opportunities for such trading gains.

The use of fair value pricing has the effect of valuing a security based upon the price a fund might reasonably expect to receive if it sold that security in an orderly transaction between market participants, but does not guarantee that the security can be sold at the fair value price. Further, because of the inherent uncertainty and subjective nature of fair valuation, a fair valuation price may differ significantly from the value that would have been used had a readily available market price for the investment existed and these differences could be material.

Regarding a fund’s investment in an underlying fund that is not an exchange-traded fund, which (as noted above) is valued at such underlying fund’s NAV, the prospectus for such underlying fund explains the circumstances and effects of fair value pricing for that underlying fund.

Disruptive Short Term Trading

None of the funds are designed for short-term trading (frequent purchases and redemption of shares) or market timing activities, which may increase portfolio transaction costs, disrupt management of a fund (affecting a subadvisor’s ability to effectively manage a fund in accordance with its investment objective and policies), dilute the interest in a fund held for long-term investment or adversely affect a fund’s performance (“Disruptive Short-Term Trading”).

 

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The Board has adopted procedures to deter Disruptive Short-Term Trading and JHVIT seeks to deter and prevent such trading through several methods:

First, to the extent that there is a delay between a change in the value of a fund’s holdings, and the time when that change is reflected in the NAV of the fund’s shares, the fund is exposed to the risk that investors may seek to exploit this delay by purchasing or redeeming shares at NAVs that do not reflect appropriate fair value prices. JHVIT seeks to deter and prevent this activity, sometimes referred to as “market timing” or “stale price arbitrage,” by the appropriate use of “fair value” pricing of the funds’ portfolio securities. See “Purchases and Redemption of Shares” above for further information on fair value pricing.

Second, management of JHVIT will monitor purchases and redemptions of JHVIT shares either directly or through procedures adopted by the affiliated insurance companies that use JHVIT as their underlying investment vehicle. If management of JHVIT becomes aware of short-term trading that it believes, in its sole discretion, is having or may potentially have the effect of materially increasing portfolio transaction costs, significantly disrupting portfolio management or significantly diluting the interest in a fund held for long-term investment i.e. Disruptive Short-Term Trading, JHVIT may impose restrictions on such trading as described below.

Pursuant to Rule 22c-2 under the 1940 Act, JHVIT and each insurance company that uses JHVIT as an underlying investment vehicle have entered into information sharing agreements under which the insurance companies are obligated to: (i) adopt, and enforce during the term of the agreement, a short-term trading policy that the Insurance Company reasonably believes is designed to deter disruptive short term trading; (ii) furnish JHVIT, upon its request, with information regarding contract holder trading activities in shares of JHVIT; and (iii) enforce its short-term trading policy with respect to contract holders identified by JHVIT as having engaged in Disruptive Short-Term Trading. Further, when requested information regarding contract holder trading activities is in the possession of a financial intermediary rather than the insurance company, the agreement obligates the insurance company to undertake to obtain such information from the financial intermediary or, if directed by JHVIT, to cease to accept trading instructions from the financial intermediary for the contract holder unless such instructions are sent to the financial intermediary by regular U.S. mail.

Investors in JHVIT should note that insurance companies have legal and technological limitations on their ability to impose restrictions on Disruptive Short-Term Trading that such limitations and ability may vary among insurance companies and by insurance product. Investors should also note that insurance company separate accounts and omnibus or other nominee accounts, in which purchases and sales of fund shares by multiple investors are aggregated for

 

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presentation to a fund on a net basis, inherently make it more difficult for JHVIT to identify short-term transactions in a fund and the investor who is effecting the transaction. Therefore, no assurance can be given that JHVIT will be able to impose uniform restrictions on all insurance companies and all insurance products or that it will be able to successfully impose restrictions on all Disruptive Short-Term Trading. If JHVIT is unsuccessful in restricting Disruptive Short-Term Trading, the affected funds may incur higher brokerage costs, may maintain higher cash levels (limiting their ability to achieve their investment objective and affecting the subadvisor’s ability to effectively manage them) and may be exposed to dilution with respect to interests held for long-term investment.

Market timers may target funds with the following types of investments:

1. Funds with significant investments in foreign securities traded on markets that close before the fund determines its NAV;

2. Funds with significant investments in high yield securities that are infrequently traded; and

3. Funds with significant investments in small cap securities.

Market timers may also target funds with other types of investments for frequent trading of shares.

Tax Matters

The following is a summary of some important tax issues that affect JHVIT and the funds. The summary is based on current tax laws which may be changed by legislative, judicial or administrative action (possibly with retroactive effect). You should not consider this to be a detailed description of the tax treatment of JHVIT or the funds. More information about taxes is located in the JHVIT SAI under the heading — “Additional Information Concerning Taxes.” You are urged to consult your tax advisor regarding specific questions as to federal, state and local income taxes and their impact on your personal tax liability.

Qualification as a Regulated Investment Company; Diversification Requirements Applicable to Insurance Company Separate Accounts.    JHVIT intends to take the steps necessary to qualify each fund as a regulated investment company under Subchapter M of the Code and believes that each fund will so qualify. As a result of qualifying as a regulated investment company, each fund will not be subject to U.S. federal income tax on its net investment income and net capital gain that it distributes to its shareholders in each taxable year provided that it distributes to its shareholders an amount at least equal to the sum of 90% of its net investment income and 90% of its net tax exempt interest income for such taxable year. Net investment income is defined as investment company taxable income, as that term is defined in the Code, determined without regard to the

 

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deduction for dividends paid and excluding net capital gains. Net capital gain is defined as the excess of its net realized long-term capital gain over its net realized short-term capital loss. Unless an exception applies, each fund is subject to a nondeductible 4% excise tax calculated as a percentage of certain undistributed amounts of ordinary income and capital gain net income. To the extent possible, each fund intends to make sufficient distributions to avoid the application of both corporate income and excise taxes.

Because JHVIT complies with the ownership restrictions of Treas. Reg. Section 1.817-5(f), Rev. Rul. 81-225, Rev. Rul. 2003-91, and Rev. Rul. 2003-92 (no direct ownership by the public), JHVIT expects each insurance company separate account to be treated as owning (as a separate investment) its proportionate share of each asset of any fund in which it invests, provided that the fund qualifies as a regulated investment company. Therefore, each fund intends to meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Code. These requirements generally provide that no more than 55% of the value of the assets of a fund may be represented by any one investment; no more than 70% by any two investments; no more than 80% by any three investments; and no more than 90% by any four investments. For these purposes, all securities of the same issuer are treated as a single investment and each United States government agency or instrumentality is treated as a separate issuer.

If a fund failed to qualify as a regulated investment company, owners of contracts based on the portfolio:

 

   

would be treated as owning shares of the fund (rather than their proportionate share of the assets of such portfolio) for purposes of the diversification requirements under Subchapter L of the Code, and as a result might be taxed currently on the investment earnings under their contracts and thereby lose the benefit of tax deferral, and

 

   

the fund would incur regular corporate federal income tax on its taxable income for that year and be subject to certain distribution requirements upon requalification.

In addition, if a fund failed to comply with the diversification requirements of the regulations under Subchapter L of the Code, owners of contracts based on the portfolio might be taxed on the investment earnings under their contracts and thereby lose the benefit of tax deferral. Accordingly, compliance with the above rules is carefully monitored by the Advisor and the subadvisor and it is intended that each fund will comply with these rules as they exist or as they may be modified from time to time. Compliance with the tax requirements described above may result in a reduction in the return under a fund, since to comply with the above

 

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rules, the investments utilized (and the time at which such investments are entered into and closed out) may be different from what the subadvisor might otherwise believe to be desirable.

Tax-Qualified and Non-Qualified Contracts.    Certain of MFC’s life insurance subsidiaries (the “Insurance Companies”) are taxed as life insurance companies. Under current tax law rules, they include the investment income (exclusive of capital gains) of the separate accounts in their taxable income and take deductions for investment income credited to their “policyholder reserves.” They are also required to capitalize and amortize certain costs instead of deducting those costs when they are incurred. The Insurance Companies do not currently charge the separate accounts for any resulting income tax costs, other than a “DAC tax charge” they impose against certain life insurance separate accounts to compensate them for the finance costs attributable to the acceleration of their income tax liabilities by reason of a “DAC tax adjustment.” They also claim certain tax credits or deductions relating to foreign taxes paid and dividends received by the funds. These benefits can be material. They do not pass these benefits through to the separate accounts, principally because: (i) the deductions and credits are allowed to the Insurance Companies and not the contract holders under applicable tax law; and (ii) the deductions and credits do not represent investment return on the separate account assets that is passed through to contract holders.

The Insurance Companies’ contracts permit the Insurance Companies to deduct a charge for any taxes they incur that are attributable to the operation or existence of the contracts or the separate accounts. Currently, the Insurance Companies do not anticipate making any specific charge for such taxes other than the DAC tax charge and state and local premium taxes. If the level of the current taxes increases, however, or is expected to increase in the future, the Insurance Companies reserve the right to make a charge in the future.

Holders of variable life and variable annuity insurance policies should consult the prospectuses of their respective contracts or policies for information on the federal income tax consequences to such holders. In addition, variable contract owners may wish to consult with their own tax advisors as to the tax consequences of investments in JHVIT, including the application of state and local taxes.

Foreign Investments.    When investing in foreign securities or currencies, a fund may incur withholding or other taxes to foreign governments. Foreign tax withholding from dividends and interest, if any, is generally imposed at a rate between 10% and 35%. The investment yield of any fund that invests in foreign securities or currencies will be reduced by these foreign taxes. The foreign tax credit, if any, allowable with respect to such foreign taxes will not benefit owners of variable life and variable annuity insurance contracts who allocate investments to a fund of JHVIT.

 

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Tax Implications for Insurance Contracts With Investments Allocated to JHVIT.    For information regarding the tax implications for the purchaser of a variable life and variable annuity insurance contract who allocates investments to a fund of JHVIT, please refer to the prospectus for the contract.

The foregoing is a general and abbreviated summary of the applicable provisions of the Code and Treasury Regulations currently in effect. It is not intended to be a complete explanation or a substitute for consultation with individual tax advisors. The Code and Regulations are subject to change, possibly with retroactive effect. See “Additional Information Concerning Taxes” in the JHVIT SAI for additional information on taxes.

Policy Regarding Disclosure of Fund Portfolio Holdings

The JHVIT SAI contains a description of JHVIT’s policies and procedures regarding disclosure of fund portfolio holdings. (See “Procedures Regarding Disclosure of Trust Portfolio Holdings.”)

Compensation of Financial Intermediaries

The JHVIT funds are not sold directly to the general public but instead are offered as underlying investment options for variable insurance contracts. The distributors of these contracts, the insurance companies that issue the contracts and their related companies (“Related Parties”) may pay compensation to broker-dealers and other intermediaries for distribution and other services and may enter into revenue sharing arrangements with certain intermediaries. The JHVIT funds pay fees to the Related Parties for management, distribution and other services. Payments by insurance and related companies to intermediaries may create a conflict of interest by influencing them and their salespersons to recommend such contracts over other investments. Ask your salesperson or visit your financial intermediary’s Web site for more information. In addition, payments by the funds to insurance and related companies may be a factor that an insurance company considers in including the funds as underlying investment options in variable insurance contracts. The prospectus (or other offering document) for your variable insurance contract may contain additional information about these payments.

 

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SHAREHOLDERS AND VOTING INFORMATION

Shareholders of JHVIT

JHVIT does not sell its shares directly to the public but generally only to insurance companies and their separate accounts as the underlying investment options for variable contracts issued by such companies, certain entities affiliated with the insurance companies and those funds of JHVIT that operate as funds of funds and invest in other JHVIT funds (the “Funds of Funds”). Only shares of a particular fund are entitled to vote on matters that affect only the interests of that fund.

As of the Record Date, shares of each of the Acquired and Acquiring Funds were legally owned by John Hancock USA and John Hancock NY (collectively, the “Insurance Companies”).

The Insurance Companies hold shares principally in their separate accounts. They may also hold shares directly. An Insurance Company may legally own in the aggregate more than 25% of the shares of a fund. For purposes of the 1940 Act, any person who owns “beneficially” more than 25% of the outstanding shares of a fund is presumed to “control” the fund. Shares are generally deemed to be beneficially owned by a person who has the power to vote or dispose of the shares. An Insurance Company has no power to exercise any discretion in voting or disposing of any of the shares that it legally owns, except that it may have the power to dispose of shares that it holds directly. Consequently, an Insurance Company would be presumed to control a fund only if it holds directly for its own account, and has the power to dispose of, more than 25% of the shares of the fund.

John Hancock USA is a stock life insurance company existing under the laws of Michigan and having its principal address at 200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5. John Hancock NY is a stock life insurance company organized under the laws of New York and having its principal address at 100 Summit Lake Drive, Second Floor, Valhalla, New York 10595. Each Insurance Company is a wholly owned subsidiary of The Manufacturers Life Insurance Company (“Manulife”), a Canadian stock life insurance company. The ultimate parent entity of the John Hancock Insurance Companies is MFC, the holding company of Manulife and its subsidiaries, collectively known as “Manulife Financial.” The principal offices of MFC are located at 200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5.

The number of votes eligible to be cast at the Meeting or outstanding with respect to the Acquired Fund, the percentage ownership of the outstanding shares of each fund by each of the Insurance Companies, and other share ownership information, as of the Record Date, are set forth below under “Outstanding Shares and Share Ownership.”

 

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Voting Procedures

Proxies from shareholders may be revoked at any time prior to the voting of the shares represented thereby by: (i) mailing written instructions addressed to the Secretary of JHVIT at 200 Berkeley Street, Boston, Massachusetts 02116; (ii) signing and returning a new proxy, in each case if received by JHVIT by the close of business on April 5, 2021; or (iii) attending the Meeting and voting shares. All valid proxies will be voted in accordance with specifications thereon, or in the absence of specifications, for approval of the Proposal. Instructions from contract owners may be revoked by: (i) mailing written instructions addressed to the Secretary of JHVIT at 200 Berkeley Street, Boston, Massachusetts 02116; or (ii) signing and returning a new voting instructions form, in each case if received by JHVIT by the close of business on April 5, 2021.

Quorum; Definition of a Majority of Outstanding Voting Securities.    Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting or any adjournment of the Meeting. The holders of 30% of the outstanding shares of JHVIT (or of a fund or class of shares of a fund, as applicable) at the close of business on that date present in person or by proxy will constitute a quorum for the Meeting. A Majority of the Outstanding Voting Securities (defined below) of JHVIT (or of a fund or class of shares of a fund, as applicable) is required to approve a proposal. As used in this Proxy Statement/Prospectus, the vote of a “Majority of the Outstanding Voting Securities” means the affirmative vote of the lesser of:

(1) 67% or more of the voting securities of a fund present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the fund are present in person or by proxy; or

(2) more than 50% of the outstanding voting securities of the fund.

Shareholders are entitled to one vote for each Series I, Series II, and Series NAV share held and fractional votes for fractional shares held. No shares have cumulative voting rights.

In the event the necessary quorum to transact business or the vote required to approve a proposal is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting with respect to one or more proposals in accordance with applicable law to permit further solicitation of proxies. Any adjournment of the Meeting generally will require the affirmative vote of the holders of a majority of JHVIT’s shares cast at the Meeting, and any adjournment with respect to a proposal will require the affirmative vote of the holders of a majority of the shares entitled to vote on the proposal cast at the Meeting. The persons named as proxies will vote for or against any adjournment in their discretion. Because shares held by contract owners participating in Registered

 

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Separate Accounts for which voting instructions are not timely received, as well as shares voted by the Funds of Funds (as described below under “Solicitation of Proxies and Voting Instructions”), will nevertheless be voted in proportion to the timely instructions received from contract owners participating in such Registered Separate Accounts, all shares in Registered Separate Accounts will be voted at the meeting. Because Registered Separate Accounts and separate accounts of John Hancock (USA) and John Hancock (New York) that are not registered under the 1940 Act hold over 30% of the Acquired Fund’s shares, the presence of a quorum is assured.

Abstentions.    Abstentions are counted as shares eligible to vote at the Meeting in determining whether a quorum is present, but do not count as votes cast with respect to a proposal. Under the 1940 Act, the affirmative vote necessary to approve a matter under consideration may be determined with reference to a percentage of votes present at the Meeting, which would have the effect of treating abstentions as if they were votes against a proposal.

Cost of Preparation and Distribution of Proxy Materials.    In the case of the Lifestyle Aggressive Portfolio, the expenses of the Reorganization (other than brokerage commissions and other transaction costs) will be borne by JHVTA. In the case of the Managed Volatility Aggressive Portfolio, JHVTA will bear one half of the expenses of the Reorganization (other than brokerage commissions and other transaction costs) and the Managed Volatility Aggressive Portfolio will bear one half of the expenses of the Reorganization (other than brokerage commissions and other transaction costs). The Managed Volatility Aggressive Portfolio will also pay any brokerage commissions and other transaction costs related to the Reorganization. In addition to the solicitation of proxies by the use of the mails, proxies may be solicited by officers and employees of JHVIT, the Advisor or its agents or affiliates, personally or by telephone. Brokerage houses, banks and other fiduciaries may be requested to forward soliciting materials to their principals and to obtain authorization for the execution of proxies.

Fund Voting.    Shares of each Acquired Fund will vote in the aggregate, and not by class of shares, with respect to the applicable proposal.

If the required shareholder approval is not obtained with respect to either proposal, the applicable Acquired Fund will continue to operate indefinitely as a separate series of the Trust, or until the Board takes other action with respect to the Acquired Fund.

 

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Solicitation of Proxies and Voting Instructions

JHVIT is soliciting proxies from the shareholders of each Acquired Fund, including the Insurance Companies, which have the right to vote upon matters that may be voted upon at a special shareholders’ meeting. The Insurance Companies will furnish this Proxy Statement/Prospectus to the owners of variable contracts participating in Registered Separate Accounts that hold shares of an Acquired Fund to be voted at the Meeting, and will solicit voting instructions from those contract owners.

Each Insurance Company will vote shares of each Acquired Fund held in its Registered Separate Accounts: (i) for which timely voting instructions are received from contract owners participating in these Registered Separate Accounts, in accordance with such instructions or if no instruction is made or the instruction is not clearly marked, “for” the Proposal; and (ii) for which no voting instructions are timely received, in the same proportion as the instructions received from contract owners participating in all its Registered Separate Accounts. The Insurance Companies will vote shares of an Acquired Fund held by them directly (i.e., not through a separate account) in the same proportion as the voting instructions timely received by the Insurance Companies from contract owners participating in all their Registered Separate Accounts. Similarly, in accordance with their proxy voting procedures, the Funds of Funds also will vote shares of the Acquired Fund in the same proportion as the voting instructions timely received by the Insurance Companies from contract owners participating in all their Registered Separate Accounts. The effect of proportional voting as described above is that a small number of contract owners can determine the outcome of the voting. The Insurance Companies will vote shares of an Acquired Fund held by them through separate accounts that are not registered under the 1940 Act in accordance with instructions provided by an independent fiduciary selected by the Insurance Companies.

 

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OUTSTANDING SHARES AND SHARE OWNERSHIP

Principal Holders.    The following sets forth the principal holders of the shares of each fund in addition to the Insurance Companies, which are the principal record holders of the funds’ Series I, Series II, and Series NAV shares, as applicable. Principal holders are those who own of record or are known by JHVIT to own beneficially 5% or more of a series of a fund’s outstanding shares.

 

Class

  

Name and Address

   Percentage     Ownership  

Lifestyle Aggressive Portfolio

 

Series I

   Robert R Eichner, 184 Patton Mountain Road, Asheville, NC 28804.      15.56     30,179.47  
   Jeffrey R Brant MD, 12 Reynolds Lane, Kingston, GA 30145.      15.29     29,648.68  
   Saint Martin Manuel, 8101 Regis Way, Los Angeles, CA 90045.      7.42     14,387.80  
   Robert W Abraham, 81 Planfield Road, Concord, MA 01742      5.68     11,005.00  

Series NAV

   Macdonald Family Irrevocable Trust, 620 South Tryon Street, Charlotte, NC 28255.      5.19     58,252.91  
   THE JAMES AND JUDITH REID-ANDERSON 2011 IRREV, 2398 E Camelback Road, Ste 1100, Phoenix, AZ 85016.      5.54     62,160.29  
   THE MF AND BKF 2012 IRREVOCABLE LIFE INSURANCE, 620 South Tryon Street, Charlotte, NC 28255      5.62     63,079.50  
   HARMONY CAPITAL TRUST DATED 12/17/2010, 2398 E Camelback Road, Ste 1100, Phoenix, AZ 85016.      8.11     90,919.22  
   THE JOE CHIH-YU WEN INSURANCE TRUST, 620 South Tryon Street, Charlotte, NC 28255      10.05     112,696.65  
   THE FARMAN FAMILY 2008 IRREVOCABLE TRUST, 4187 Maritime Road, RANCHO PALOS VERDES, CA 90275      16.96     190,205.59  

 

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Acquired Funds

As of the Record Date, the number of votes eligible to be cast at the Meeting with respect to Series I, Series II, and Series NAV shares of the Acquired Funds, and the percentage ownership thereof by John Hancock USA and John Hancock NY are set forth below:

 

Acquired Fund

   Share
Class
   Number of
Outstanding
Shares
     Number of
Eligible
Votes
     Percentage of
Shares Held by
 
   John
Hancock
USA
    John
Hancock

NY
 

Managed Volatility Aggressive Portfolio

   Series I      5,524,453.207        5,524,453.207        96.09     3.91
   Series II      5,657,738.556        5,657,738.556        95.59     4.41
   Series NAV      22,293,731.486        22,293,731.486        91.96     8.04

Lifestyle Aggressive Portfolio

   Series I      193,904.844        193,904.844        63.13     36.87
   Series II      928,302.357        928,302.357        33.11     66.89
   Series NAV      1,121,517.076        1,121,517.076        89.39     10.61

The Insurance Companies will vote shares of an Acquired Fund held by them through separate accounts that are not registered under the 1940 Act in accordance with instructions provided by an independent fiduciary selected by the Insurance Companies. As of the Record Date, 14.19% of Series 1 shares of Managed Volatility Aggressive Portfolio were held in these separate accounts.

As of the Record Date, Trustees and officers of JHVIT, in the aggregate, beneficially owned less than 1% of the outstanding shares of any class of either Acquired Fund.

Acquiring Funds

As of the Record Date, the share of each class of the Acquiring Funds, and the percentage ownership thereof by John Hancock USA, John Hancock NY are set forth below:

 

Acquiring Fund

   Share
Class
   Number of
Outstanding
Shares
     Percentage of Shares Held by  
   John
Hancock
USA
    John
Hancock NY
 

Managed Volatility Growth Portfolio

   Series I      44,300,708.768        97.52     2.48
   Series II      482,043,811.961        96.80     3.20
   Series NAV      63,433,513.831        94.64     5.36

Lifestyle Growth Portfolio

   Series I      13,004,026.455        95.00     5.00
   Series II      312,188,307.393        88.53     11.47
   Series NAV      26,935,402.649        94.71     5.29

As of the Record Date, Trustees and officers of JHVIT, in the aggregate, beneficially owned less than 1% of the outstanding shares of any class of either Acquiring Fund.

 

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FINANCIAL STATEMENTS; EXPERTS

The financial statements of JHVIT included in its Annual Report to Shareholders for the fiscal year ended December 31, 2019 (File Nos. 2-94157; 811-04146) have been audited by PricewaterhouseCoopers LLP (“PwC”). These financial statements have been incorporated by reference into the SAI insofar as they relate to the Acquired and Acquiring Funds. The audited financial highlights of the Acquired and Acquiring Funds for the five years ended December 31, 2019 and unaudited financial highlights of the Acquired and Acquiring Funds for the six-month period ended June 30, 2020 are included in Appendix B to this Proxy Statement/Prospectus.

The audited annual financial statements and financial highlights have been included in reliance on the reports of PwC, given on its authority as an expert in accounting and auditing.

JHVIT will furnish, without charge, copies of its Annual Report for the fiscal year ended December 31, 2019 to any shareholder or contract owner upon request. To obtain a report, please contact JHVIT by calling 1-800-344-1029 or by writing to JHVIT at 200 Berkeley Street, Boston, Massachusetts 02116, Attn.: Treasurer. JHVIT’s Annual Report for the fiscal year ended December 31, 2019 was filed with the SEC on March 3, 2020.

LEGAL MATTERS

Certain matters concerning the issuance of shares of the Acquiring Fund will be passed upon by Harsha Pulluru, Esq., Counsel, U.S. Operations Law Department, John Hancock. Certain tax consequences of the Reorganization will be passed upon by K&L Gates LLP, One Lincoln Street, Boston, Massachusetts 02111.

OTHER MATTERS

The Board does not know of any matters to be presented at the Meeting other than those mentioned in this Proxy Statement/Prospectus. If any other matters properly come before the Meeting, the shares represented by proxies will be voted in accordance with the best judgment of the person or persons voting the proxies.

JHVIT is not required to hold annual meetings of shareholders and, therefore, it cannot be determined when the next meeting of shareholders will be held. Shareholder proposals to be presented at any future meeting of shareholders of JHVIT must be received by JHVIT a reasonable time before JHVIT’s solicitation of proxies for that meeting in order for such proposals to be considered for inclusion in the proxy materials related to that meeting.

 

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BY ORDER OF THE BOARD OF TRUSTEES

February 25, 2021

Boston, Massachusetts

It is important that voting instructions be returned promptly. Therefore, shareholders are urged to complete, sign and date the Voting Instructions Form and return it in the enclosed envelope.

 

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Appendix A — AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made this 10th day of December 2020, among John Hancock Variable Insurance Trust (“JHVIT”), a Massachusetts business trust, on behalf of the “Acquired Fund” and the “Acquiring Fund” listed below, each of which is a separate series or fund of JHVIT, and, solely with respect to Section 9, John Hancock Variable Trust Advisers LLC (formerly, John Hancock Investment Management Services, LLC) (“JHVTA”).

 

Acquired Fund

  

Corresponding Acquiring Fund

Managed Volatility Aggressive Portfolio    Managed Volatility Growth Portfolio
Lifestyle Aggressive Portfolio    Lifestyle Growth Portfolio

This Plan shall be deemed to be a separate agreement by JHVIT on behalf of the Acquired Fund and the Acquiring Fund.

WHEREAS, JHVIT intends to provide for the reorganization (the “Reorganization”) of the Acquired Fund through the acquisition by the Acquiring Fund of all assets, known or unknown, fixed or contingent, subject to all of the liabilities, known or unknown, fixed or contingent, of the Acquired Fund in exchange for Series NAV, Series I and Series II voting shares of beneficial interest, par value $.01 per share, of the Acquiring Fund (the “Acquiring Fund Shares”), the liquidation of the Acquired Fund and the distribution to Acquired Fund shareholders of the Acquiring Fund Shares; and

WHEREAS, the Board of Trustees of JHVIT (the “Board”) has determined that the transfer of all or substantially all of the assets and all of the liabilities of the Acquired Fund to the Acquiring Fund is in the best interests of each such series, as well as the best interests of shareholders and owners of variable life and annuity contracts funded by shares of such series (“contract owners”), and that the interests of existing shareholders and contract owners will not be diluted as a result of the Reorganization;

 

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NOW, THEREFORE, in consideration of the mutual promises herein contained, JHVIT on behalf of, respectively, the Acquired Fund and the Acquiring Fund, and JHVTA with respect to Section 9 of the Plan only, hereto agree as follows:

 

1.

Transfer of Assets of the Acquired Fund in Exchange for Acquiring Fund Shares and Liquidation of the Acquired Fund

(a) Plan of Reorganization.

(i) JHVIT on behalf of the Acquired Fund, will convey, transfer and deliver to the Acquiring Fund all known or unknown, fixed or contingent assets of the Acquired Fund (consisting, without limitation, of portfolio securities and instruments, dividend and interest receivables, cash, claims (whether absolute or contingent, known or unknown, accrued or unaccrued) and other assets). In consideration thereof, JHVIT on behalf of the Acquiring Fund will (A) assume and pay, all of the known or unknown, fixed or contingent obligations and liabilities of the Acquired Fund and (B) issue and deliver to the Acquired Fund that number of full and fractional Series NAV, Series I and Series II shares of beneficial interest of the Acquiring Fund as determined in Section 1(c) hereof. Any Series NAV, Series I and Series II shares of beneficial interest, par value $.01 per share, of the Acquired Fund (“Acquired Fund Shares”) held in the treasury of JHVIT at the Effective Time of the Reorganization (as defined in Section 1(b)(i) hereof) shall thereupon be retired. Such transactions shall take place on the date provided for in Section 1(b)(i) hereof (the “Exchange Date”). All computations for the Acquired Fund and the Acquiring Fund shall be performed by State Street Bank and Trust Company (“State Street” or the “Custodian”), as custodian and pricing agent for the Acquired Fund and the Acquiring Fund. The determination of State Street shall be conclusive and binding on all parties in interest.

(ii) As of the Effective Time of the Reorganization, the Acquired Fund will liquidate and distribute pro rata to its shareholders of record (“Acquired Fund shareholders”) as of the Effective Time of the Reorganization the Acquiring Fund Shares received by the Acquired Fund pursuant to Section 1(a)(i) in actual or constructive exchange for the shares of the Acquired Fund held by the Acquired Fund shareholders. The holders of Series NAV, Series I and Series II shares of the Acquired Fund will receive Series NAV, Series I and Series II shares of the Acquiring Fund, respectively. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund shareholders and representing the respective pro-rata number of the Acquiring Fund Shares due

 

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such shareholders. The Acquiring Fund will not issue certificates representing the Acquiring Fund Shares in connection with such exchange. The exchange of the Acquired Fund’s shares for the Acquiring Fund’s shares shall constitute a full cancellation of those shares and shall terminate any continuing rights of the holders of such Acquired Fund shares as such.

(iii) With respect to the Reorganization, as soon as practicable after the Effective Time of the Reorganization, JHVIT shall take all the necessary steps under Massachusetts law, JHVIT’s Agreement and Declaration of Trust (the “Declaration of Trust”) and any other applicable law to effect a complete dissolution of the Acquired Fund.

(b) Exchange Date and Effective Time of the Reorganization.

(i) Subject to the satisfaction of the conditions to the Reorganization specified in this Plan, the Reorganization shall occur as of the close of regularly scheduled trading on the New York Stock Exchange (the “NYSE”) (the “Effective Time of the Reorganization”) on the day (the “Exchange Date”) which is the later of: (A) the final adjournment of the meeting of the holders of Acquired Fund shares at which this Plan will be considered; (B) April 23, 2021; or (C) such later day as any one or more of the officers of JHVIT may determine.

(ii) All acts taking place on the Exchange Date shall be deemed to take place simultaneously as of the Effective Time of the Reorganization, unless otherwise provided.

(iii) In the event that on the proposed Exchange Date: (A) the NYSE shall be closed to trading or trading thereon shall be restricted; or (B) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate valuation of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Exchange Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

(iv) On the Exchange Date, portfolio securities of the Acquired Fund shall be transferred by the Custodian to the account of the Acquiring Fund duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof.

(c) Valuation.

(i) The net asset value per share of Series NAV, Series I and Series II shares of the Acquiring Fund and the net value of the assets of the Acquired Fund to be transferred in exchange for such Series NAV, Series I and Series II

 

A-3


shares shall be determined as of the Effective Time of the Reorganization. The net asset value per share of Series NAV, Series I and Series II shares of the Acquiring Fund shall be computed by the Custodian for the Acquiring Fund in the manner set forth in the Declaration of Trust or JHVIT’s By-laws (the “By-laws”) and then-current prospectus and statement of additional information and shall be computed to not less than two decimal places. The net value of the assets of the Acquired Fund to be transferred shall be computed by the Custodian of the Acquired Fund by calculating the value of the assets of the Acquired Fund and by subtracting therefrom the amount of the liabilities assigned and transferred to the Acquiring Fund, said assets and liabilities to be valued in the manner set forth in the Declaration of Trust or By-laws and then-current prospectus and statement of additional information.

(ii) The number of Series NAV, Series I and Series II shares of the Acquiring Fund to be issued (including fractional shares, if any) by the Acquiring Fund in exchange for the Acquired Fund’s assets shall be determined by dividing the net value of the assets of the Acquired Fund attributable to shares of each class to be transferred by the net asset value per share of the shares of the Acquiring Fund to be exchanged for each such class of shares of the Acquired Fund, in each case as determined in accordance with Section 1(c)(i).

(iii) All computations of value shall be made by the Custodian in accordance with its regular practice as pricing agent for the Acquiring Fund or the Acquired Fund, as applicable.

 

2.

Representations and Warranties of JHVIT on Behalf of the Acquiring Fund

JHVIT on behalf of the Acquiring Fund represents and warrants as follows:

(a) Organization, Existence, etc.    JHVIT is a business trust that is duly organized, validly existing under the laws of the Commonwealth of Massachusetts and has the power to carry on its business as it is now being conducted. The Acquiring Fund is a validly existing series of shares of such business trust representing interests in a separate portfolio thereof under the laws of Massachusetts. Each of the Acquiring Fund and JHVIT has all necessary federal, state and local authorization to own all of its properties and assets and to carry on its business as now being conducted.

(b) Registration as Investment Company.    JHVIT is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company; such registration has not been revoked or rescinded and is in full force and effect.

(c) Current Offering Documents.    The current prospectus of JHVIT dated April 27, 2020, as supplemented, and the current statement of additional

 

A-4


information of JHVIT dated April 27, 2020, as it relates to the Acquiring Fund, as supplemented, and as it may be further supplemented or amended, included in JHVIT’s registration statement on Form N-1A filed with the Securities and Exchange Commission (the “Commission”), comply in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act and do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) Capitalization.    JHVIT has an unlimited number of authorized shares of beneficial interest, par value $.01 per share. All of the outstanding shares of JHVIT have been duly authorized and are validly issued, fully paid and non-assessable (except as disclosed in JHVIT’s prospectus and recognizing that under Massachusetts law, shareholders of a series of JHVIT could, under certain circumstances, be held personally liable for the obligations of such series). All of the issued and outstanding shares of the Acquiring Fund have been offered and sold in compliance in all material respects with applicable registration requirements of the Securities Act and applicable state securities laws.

(e) Financial Statements.    The financial statements of the Acquiring Fund for the fiscal year ended December 31, 2019, which have been audited by the independent registered public accounting firm retained by JHVIT, fairly present the financial position of the Acquiring Fund as of the date thereof and its results of operations and changes in net assets for each of the periods indicated in accordance with generally accepted accounting principles (“GAAP”).

(f) Shares to be Issued Upon Reorganization.    The Acquiring Fund Shares to be issued in connection with the Reorganization will be duly authorized and upon consummation of the Reorganization will be validly issued, fully paid and non-assessable (except as disclosed in the Acquiring Fund’s prospectus and recognizing that under Massachusetts law, shareholders of a series of JHVIT could, under certain circumstances, be held personally liable for the obligations of such series).

(g) Authority Relative to this Plan.    JHVIT, on behalf of the Acquiring Fund, has the power to enter into this Plan and to carry out its obligations hereunder. The execution and delivery of this Plan and the consummation of the transactions contemplated hereby have been duly authorized by the Board and no other proceedings by JHVIT other than those contemplated under this Plan are necessary to authorize its officers to effectuate this Plan and the transactions contemplated hereby. JHVIT is not a party to or obligated under any provision of its Declaration of Trust or By-laws, or under any indenture or contract provision or any other commitment or obligation, or subject to any

 

A-5


order or decree, that would be violated by or that would prevent its execution and performance of this Plan in accordance with its terms.

(h) Liabilities.    There are no known liabilities of the Acquiring Fund, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the Acquiring Fund’s Financial Statements and liabilities incurred in the ordinary course of business subsequent to December 31, 2019 or otherwise previously disclosed to the Acquiring Fund, none of which has been materially adverse to the business, assets or results of operations of the Acquiring Fund.

(i) No Material Adverse Change.    Since June 30, 2020, there has been no material adverse change in the financial condition, results of operations, business, properties or assets of the Acquiring Fund, other than those occurring in the ordinary course of business (for these purposes, a decline in net asset value and a decline in net assets due to redemptions do not constitute a material adverse change).

(j) Litigation.    There are no claims, actions, suits or proceedings pending or, to the knowledge of JHVIT, threatened that, if adversely determined, would materially and adversely affect the Acquiring Fund’s assets or business or that would prevent or hinder consummation of the transactions contemplated hereby, there are no facts that would form the basis for the institution of administrative proceedings against the Acquiring Fund and, to the knowledge of JHVIT, there are no regulatory investigations of the Acquiring Fund, pending or threatened, other than routine inspections and audits.

(k) Contracts.    No default exists under any material contract or other commitment on behalf of the Acquiring Fund to which JHVIT is subject.

(l) Taxes.    All federal and other income tax returns of the Acquiring Fund required to be filed by JHVIT have been filed for all taxable years to and including December 31, 2019, and all taxes payable pursuant to such returns have been paid. To the knowledge of JHVIT, no such return is under audit and no assessment has been asserted in respect of any such return. All federal and other taxes owed by the Acquiring Fund have been paid so far as due. The Acquiring Fund currently is, at all times since its inception has been, and will continue to be up until and at the Exchange Date, in compliance with Section 817(h)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treas. Reg. Section 1.817-5, as if those provisions applied directly to the Acquiring Fund, relating to the diversification requirements for variable annuity, endowment and life insurance contracts. The Acquiring Fund’s shares are (and since its inception have been) held only by (a) insurance company “segregated asset accounts” within the meaning of Treas. Reg. Section 1.817-5(e) and (b) other purchasers of the kind specified

 

A-6


in Treas. Reg. Section 1.817-5(f)(3) as from time to time in effect. The Acquiring Fund is, and at all times since its inception has been, qualified as a “regulated investment company” under subchapter M of the Code.

(m) No Approvals Required.    Except for the effectiveness of the Registration Statement (as defined in Section 4(a) hereof) and the approval of the Acquired Fund’s shareholders (referred to in Section 6(a) hereof), no consents, approvals, authorizations, registrations or exemptions under federal or state laws are necessary for the consummation by the Acquiring Fund of the Reorganization, except such as have been obtained as of the date hereof.

 

3.

Representations and Warranties of JHVIT on Behalf of the Acquired Fund

JHVIT on behalf of the Acquired Fund represents and warrants as follows:

(a) Organization, Existence, etc.    JHVIT is a business trust that is duly organized, validly existing under the laws of the Commonwealth of Massachusetts and has the power to carry on its business as it is now being conducted. The Acquired Fund is a validly existing series of shares of such business trust representing interests in a separate portfolio thereof under the laws of Massachusetts. Each of the Acquired Fund and JHVIT has all necessary federal, state and local authorization to own all of its properties and assets and to carry on its business as now being conducted.

(b) Registration as Investment Company.    JHVIT is registered under the 1940 Act as an open-end management investment company; such registration has not been revoked or rescinded and is in full force and effect.

(c) Current Offering Documents.    The current prospectus of JHVIT dated April 27, 2020, as supplemented, and the current statement of additional information of JHVIT dated April 27, 2020, as it relates to the Acquired Fund, as supplemented, and as each may be further supplemented or amended, included in JHVIT’s registration statement on Form N-1A filed with the Commission, comply in all material respects with the requirements of the Securities Act and the 1940 Act and do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) Capitalization.    JHVIT has an unlimited number of authorized shares of beneficial interest, par value $.01 per share. All of the outstanding shares of JHVIT have been duly authorized and are validly issued, fully paid and non-assessable (except as disclosed in JHVIT’s prospectus and recognizing that under Massachusetts law, shareholders of a series of JHVIT could, under certain circumstances, be held personally liable for the obligations of such series). All such shares of the Acquired Fund will, at the

 

A-7


Effective Time of the Reorganization, be held by the shareholders of record of the Acquired Fund as set forth on the books and records of JHVIT in the amounts set forth therein, and as set forth in any list of shareholders of record provided to the Acquiring Fund for purposes of the Reorganization, and no such shareholders of record will have any preemptive rights to purchase any Acquired Fund shares, and the Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquired Fund shares (other than any existing dividend reinvestment plans of the Acquired Fund or as set forth in this Plan), nor are there outstanding any securities convertible by their terms into any shares of the Acquired Fund (except pursuant to any existing exchange privileges described in the current prospectus and statement of additional information of JHVIT). All of the Acquired Fund’s issued and outstanding shares have been offered and sold in compliance in all material respects with applicable registration requirements of the Securities Act and applicable state securities laws.

(e) Financial Statements.    The financial statements of the Acquired Fund for the fiscal year ended December 31, 2019, which have been audited by the independent registered public accounting firm retained by JHVIT, fairly present the financial position of the Acquired Fund as of the date thereof and its results of operations and changes in net assets for each of the periods indicated in accordance with GAAP.

(f) Authority Relative to this Plan.    JHVIT, on behalf of the Acquired Fund, has the power to enter into this Plan and to carry out its obligations hereunder. The execution and delivery of this Plan and the consummation of the transactions contemplated hereby have been duly authorized by the Board and no other proceedings by JHVIT other than those contemplated under this Plan are necessary to authorize its officers to effectuate this Plan and the transactions contemplated hereby. JHVIT is not a party to or obligated under any provision of its Declaration of Trust or By-laws, or under any indenture or contract provision or any other commitment or obligation, or subject to any order or decree, that would be violated by or that would prevent its execution and performance of this Plan in accordance with its terms.

(g) Liabilities.    There are no known liabilities of the Acquired Fund, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the Acquired Fund’s financial statements and liabilities incurred in the ordinary course of business subsequent to December 31, 2019 or otherwise previously disclosed to the Acquired Fund, none of which has been materially adverse to the business, assets or results of operations of the Acquired Fund.

(h) No Material Adverse Change.    Since June 30, 2020, there has been no material adverse change in the financial condition, results of operations, business, properties or assets of the Acquired Fund, other than those occurring

 

A-8


in the ordinary course of business (for these purposes, a decline in net asset value and a decline in net assets due to redemptions do not constitute a material adverse change).

(i) Litigation.    There are no claims, actions, suits or proceedings pending or, to the knowledge of JHVIT, threatened that, if adversely determined, would materially and adversely affect the Acquired Fund’s assets or business or that would prevent or hinder consummation of the transactions contemplated hereby, there are no facts that would form the basis for the institution of administrative proceedings against the Acquired Fund and, to the knowledge of JHVIT, there are no regulatory investigations of the Acquired Fund, pending or threatened, other than routine inspections and audits.

(j) Contracts.    JHVIT is not subject to any contracts or other commitments on behalf of the Acquired Fund (other than this Plan) that will not be terminated with respect to the Acquired Fund without liability to JHVIT or the Acquired Fund as of or prior to the Effective Time of the Reorganization.

(k) Taxes.    All federal and other income tax returns of the Acquired Fund required to be filed by JHVIT with respect to the Acquired Fund have been filed for all taxable years to and including December 31, 2019, and all taxes payable pursuant to such returns have been paid. To the knowledge of JHVIT, no such return is under audit and no assessment has been asserted in respect of any such return. All federal and other taxes owed by the Acquired Fund have been paid so far as due. The Acquired Fund currently is, at all times since its inception has been, and will continue to be up until and at the Exchange Date, in compliance with Section 817(h)(1) of the Code and Treas. Reg. Section 1.817-5, as if those provisions applied directly to the Acquired Fund, relating to the diversification requirements for variable annuity, endowment and life insurance contracts. The Acquired Fund’s shares are (and since its inception have been) held only by (a) insurance company “segregated asset accounts” within the meaning of Treas. Reg. Section 1.817-5(e) and (b) other purchasers of the kind specified in Treas. Reg. Section 1.817-5(f)(3) as from time to time in effect. The Acquired Fund is, and at all times since its inception has been, qualified as a “regulated investment company” under subchapter M of the Code.

(l) No Approvals Required.    Except for the effectiveness of the Registration Statement (as defined in Section 4(a) hereof) and the approval of the Acquired Fund’s shareholders referred to in Section 6(a) hereof, no consents, approvals, authorizations, registrations or exemptions under federal or state laws are necessary for the consummation by the Acquired Fund of the Reorganization, except such as have been obtained as of the date hereof.

 

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4.

Covenants of JHVIT on Behalf of the Acquiring Fund

JHVIT on behalf of the Acquiring Fund covenants to the following:

(a) Registration Statement.    On behalf of the Acquiring Fund, JHVIT shall file with the Commission a Registration Statement on Form N-14 (the “Registration Statement”) under the Securities Act relating to the Acquiring Fund Shares issuable hereunder and the proxy statement of the Acquired Fund relating to the meeting of the Acquired Fund’s shareholders referred to in Section 5(a) herein. At the time the Registration Statement becomes effective, the Registration Statement: (i) will comply in all material respects with the provisions of the Securities Act and the rules and regulations of the Commission thereunder (the “Regulations”); and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time the Registration Statement becomes effective, at the time of the Acquired Fund’s shareholders meeting referred to in Section 5(a) hereof, and at the Effective Time of the Reorganization, the proxy statement/prospectus (the “Prospectus”) and statement of additional information (the “SAI”) included therein, as amended or supplemented by any amendments or supplements filed by JHVIT, will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) Cooperation in Effecting Reorganization.    JHVIT on behalf of the Acquiring Fund agrees to use all reasonable efforts to effectuate the Reorganization, to continue in operation thereafter, and to obtain any necessary regulatory approvals for the Reorganization.

(c) Operations in the Ordinary Course.    Except as otherwise contemplated by this Plan, and, in particular, any actions necessary as a result of the circumstances identified in Section 1(a)(ii) of this Plan, JHVIT with respect to the Acquiring Fund shall conduct its business in the ordinary course until the consummation of the Reorganization, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions.

 

5.

Covenants of JHVIT on Behalf of the Acquired Fund

JHVIT on behalf of the Acquired Fund covenants to the following:

(a) Meeting of the Acquired Fund’s Shareholders.    JHVIT shall call and hold a meeting of the shareholders of the Acquired Fund for the purpose of acting upon this Plan and the transactions contemplated herein.

(b) Portfolio Securities.    With respect to the assets to be transferred in accordance with Section 1(a), the Acquired Fund’s assets shall consist of all

 

A-10


property and assets of any nature whatsoever, including, without limitation, all cash, cash equivalents, securities, claims and receivables (including dividend and interest receivables) owned, and any deferred or prepaid expenses shown as an asset on the Acquired Fund’s books. At least five (5) business days prior to the Exchange Date, the Acquired Fund will provide the Acquiring Fund with a list of its assets and a list of its stated liabilities. The Acquired Fund shall have the right to sell any of the securities or other assets shown on the list of assets prior to the Exchange Date but will not, without the prior approval of JHVIT, on behalf of the Acquiring Fund, acquire any additional securities other than securities that the Acquiring Fund is permitted to purchase, pursuant to its investment objective and policies or otherwise (taking into consideration its own portfolio composition as of such date). In the event that the Acquired Fund holds any investments that the Acquiring Fund would not be permitted to hold, the Acquired Fund will dispose of such securities prior to the Exchange Date to the extent practicable and to the extent that its shareholders would not be materially affected in an adverse manner by such a disposition. In addition, JHVIT will prepare and deliver, on the Exchange Date, immediately prior to the Effective Time of the Reorganization, a Statement of Assets and Liabilities of the Acquired Fund as of the Effective Time of the Reorganization and prepared in accordance with GAAP (the “Schedule”). All securities to be listed in the Schedule for the Acquired Fund as of the Effective Time of the Reorganization will be owned by the Acquired Fund free and clear of any liens, claims, charges, options and encumbrances, except as indicated in the Schedule, and, except as so indicated, none of such securities is or, after the Reorganization as contemplated hereby, will be subject to any restrictions, legal or contractual, on the disposition thereof (including restrictions as to the public offering or sale thereof under the Securities Act) and, except as so indicated, all such securities are or will be readily marketable.

(c) Registration Statement.    In connection with the preparation of the Registration Statement, JHVIT on behalf of the Acquired Fund will furnish the information relating to the Acquired Fund required by the Securities Act and the Regulations to be set forth in the Registration Statement (including the Prospectus and SAI). At the time the Registration Statement becomes effective, the Registration Statement, insofar as it relates to the Acquired Fund: (i) will comply in all material respects with the provisions of the Securities Act and the Regulations; and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time the Registration Statement becomes effective, at the time of the Acquired Fund’s shareholders meeting referred to in Section 5(a) and at the Effective Time of the Reorganization, the Prospectus and SAI, as amended or supplemented by any amendments or supplements filed by JHVIT, insofar as

 

A-11


they relate to the Acquired Fund, will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall apply only to statements in or omissions from the Registration Statement, Prospectus or SAI made in reliance upon and in conformity with information furnished by JHVIT with respect to the Acquired Fund for use in the Registration Statement, Prospectus or SAI as provided in this Section 5(c).

(d) Cooperation in Effecting Reorganization.    JHVIT on behalf of the Acquired Fund agrees to use all reasonable efforts to effectuate the Reorganization and to obtain any necessary regulatory approvals for the Reorganization.

(e) Operations in the Ordinary Course.    Except as otherwise contemplated by this Plan, and, in particular, any actions necessary as a result of the circumstances identified in Section 1(a)(ii) of this Plan, JHVIT with respect to the Acquired Fund shall conduct its business in the ordinary course until the consummation of the Reorganization, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions.

(f) Statement of Earnings and Profits.    As promptly as practicable, but in any case within 60 days after the Exchange Date, JHVIT on behalf of the Acquired Fund shall prepare a statement of the earnings and profits of the Acquired Fund for federal income tax purposes, and of any capital loss carryovers and other items that the Acquiring Fund will succeed to and take into account as a result of Section 381 of the Code (if any).

 

6.

Conditions Precedent to Obligations of JHVIT on Behalf of the Acquired Fund

The obligations of JHVIT on behalf of the Acquired Fund with respect to the consummation of the Reorganization are subject to the satisfaction of the following conditions:

(a) Approval by the Acquired Fund’s Shareholders.    This Plan and the transactions contemplated by the Reorganization shall have been approved by the requisite vote of the shares of the Acquired Fund entitled to vote on the matter (“Acquired Shareholder Approval”).

(b) Covenants, Warranties and Representations.    With respect to the Acquiring Fund, JHVIT shall have complied with each of its covenants contained herein, each of the representations and warranties contained herein shall be true in all material respects as of the Effective Time of the Reorganization (except as otherwise contemplated herein), and there shall

 

A-12


have been no material adverse change (as described in Section 2(i)) in the financial condition, results of operations, business, properties or assets of the Acquiring Fund since December 31, 2019.

(c) Regulatory Approval.    The Registration Statement shall have been declared effective by the Commission and no stop orders under the Securities Act pertaining thereto shall have been issued and all other approvals, registrations, and exemptions under federal and state laws considered to be necessary shall have been obtained (collectively, the “Regulatory Approvals”).

(d) Tax Opinions.    JHVIT shall have received one or more opinions of K&L Gates LLP, dated on or before the Effective Time of the Reorganization, addressed to and in form and substance satisfactory to JHVIT, that, assuming the variable contracts and the insurance companies issuing them are properly structured under the insurance company provisions of the Code, the Reorganization will not be a taxable event for contract owners whose contract values are determined by investment in shares of the Acquired Fund (the “Tax Opinions”). For purposes of rendering its opinion, K&L Gates LLP may rely exclusively and without independent verification, as to factual matters, on the statements made in the Plan, the Prospectus and SAI, and on such other written representations verified as of the Effective Time of the Reorganization.

 

7.

Conditions Precedent to Obligations of JHVIT on Behalf of the Acquiring Fund

The obligations of JHVIT on behalf of the Acquiring Fund with respect to the consummation of the Reorganization are subject to the satisfaction of the following conditions:

(a) Approval by the Acquired Fund’s Shareholders.    The Acquired Shareholder Approval shall have been obtained with respect to the Acquired Fund.

(b) Covenants, Warranties and Representations.    With respect to the Acquired Fund, JHVIT shall have complied with each of its covenants contained herein, each of the representations and warranties contained herein shall be true in all material respects as of the Effective Time of the Reorganization (except as otherwise contemplated herein), and there shall have been no material adverse change (as described in Section 3(h)) in the financial condition, results of operations, business, properties or assets of the Acquired Fund since December 31, 2019.

(c) Portfolio Securities.    All securities to be acquired by the Acquiring Fund in the Reorganization shall have been approved for acquisition by

 

A-13


JHVTA (or, at its discretion, by a subadvisor for the Acquiring Fund) as consistent with the investment policies of the Acquiring Fund.

(d) Regulatory Approval.    The Regulatory Approvals shall have been obtained.

(e) Distribution of Income and Gains.    JHVIT on behalf of the Acquired Fund shall have distributed to the shareholders of the Acquired Fund all of the Acquired Fund’s investment company taxable income (without regard to the deductions for dividends paid) as defined in Section 852(b)(2) of the Code for its taxable year ending on the Exchange Date and all of its net capital gain as such term is used in Section 852(b)(3) of the Code, after reduction by any capital loss carry forward, for its taxable year ending on the Exchange Date.

(f) Tax Opinions.    JHVIT shall have received the Tax Opinions.

(g) Financial Statements.    The financial statements of JHVIT for the fiscal year ended December 31, 2019 shall have been audited by the independent registered public accounting firm retained by JHVIT. In addition, as of the Exchange Date and except as may be affected by the transactions contemplated by this Plan: (i) the representations and warranties of JHVIT on behalf of the Acquired Fund set forth in Sections 3(e) and (g) of this Plan are true and correct as to the financial statements referred to in the first sentence of this Section 7(g); and (ii) the representation and warranty set forth in the first sentence of Section 3(k) of this Plan are true and correct as to all taxable years to and including December 31, 2019.

 

8.

Amendments; Terminations; No Survival of Covenants, Warranties and Representations

(a) Amendments.    JHVIT may, by an instrument in writing authorized by the Board, amend this Plan at any time before or after approval hereof by the shareholders of the Acquired Fund, but after such approval, no amendment shall be made that substantially changes the terms hereof.

(b) Waivers.    At any time prior to the Effective Time of the Reorganization, JHVIT, on behalf of either or both of the Acquired and Acquiring Funds, may by written instrument signed by it; (i) waive any inaccuracies in the representations and warranties made to it or such Fund or series contained herein; and (ii) waive compliance with any of the covenants or conditions made for its benefit or the benefit of such Fund or series contained herein, except that conditions set forth in Sections 6(c) and 7(d) may not be waived.

(c) Termination.    This Plan may be terminated by JHVIT at any time prior to the Effective Time of the Reorganization, whether before or after approval of this Plan by the shareholders of the Acquired Fund, without

 

A-14


liability on the part of any party hereto, its Trustees, officers or shareholders, in the event that either the Board or one or more of the officers of JHVIT determine that proceeding with this Plan is not in the best interests of the shareholders or contract owners of either or both of the Acquired and Acquiring Funds, or for any other reason.

(d) Unless JHVIT shall otherwise determine by written instrument, this Plan shall terminate without liability as of the close of business on April 23, 2022 if the Effective Time of the Reorganization is not on or prior to such date.

(e) Survival.    No representations, warranties or covenants in or pursuant to this Plan, except for the provisions of Section 5(f) and Section 9 of this Plan, shall survive the Reorganization.

 

9.

Expenses

In the case of the Reorganization of the Lifestyle Aggressive Portfolio, the expenses of the Reorganization will be borne by JHVTA. In the case of the Reorganization of the Managed Volatility Aggressive Portfolio, JHVTA will pay one half of the expenses of the Reorganization and the Managed Volatility Aggressive Portfolio will also pay one half of the expenses of the Reorganization. If a Reorganization is not consummated, the expenses of the Reorganization will be paid by JHVTA. Such expenses include, without limitation: (i) expenses incurred in connection with the entering into and the carrying out of the provisions of this Plan; (ii) expenses associated with the preparation and filing of the Registration Statement (other than registration fees payable to the Commission in respect of the registration of the Acquiring Fund shares registered thereby, which shall be payable by the Acquiring Fund); (iii) fees and expenses of preparing and filing such forms as are necessary under any applicable state securities laws in connection with the Reorganization; (iv) postage; (v) printing; (vi) accounting fees; (vii) legal fees; and (viii) solicitation costs relating to the Reorganization. Such expenses do not include any brokerage commission or other transaction costs incurred in connection with the Reorganization.

 

10.

Reliance

All covenants and agreements made under this Plan shall be deemed to have been material and relied upon by the Acquired Fund, the Acquiring Fund and JHVIT notwithstanding any investigation made by such party or on its behalf.

 

11.

Headings; Counterparts; Governing Law; Assignment

(a) The section and paragraph headings contained in this Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of this Plan.

 

A-15


(b) This Plan may be executed in any number of counterparts, each of which shall be deemed an original.

(c) This Plan shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.

(d) This Plan shall bind and inure to the benefit of JHVIT, the Acquired Fund and the Acquiring Fund and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Plan.

(e) The name “John Hancock Variable Insurance Trust” is the designation of the Trustees under an Agreement and Declaration of Trust dated January 22, 2016, as amended, and all persons dealing with JHVIT must look solely to JHVIT’s property for the enforcement of any claims against JHVIT, as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of JHVIT. No series of JHVIT shall be liable for claims against any other series of JHVIT.

IN WITNESS WHEREOF, the undersigned have executed this Plan as of the date first above written.

 

JOHN HANCOCK VARIABLE INSURANCE TRUST,

on behalf of the Acquired Fund

BY:   /S/ ANDREW ARNOTT
  Name: Andrew Arnott
  Title:

 

JOHN HANCOCK VARIABLE INSURANCE TRUST,

on behalf of the Acquiring Fund

BY:   /S/ CHARLES RIZZO
  Name: Charles Rizzo
  Title:

 

For purposes of Section 9 only:

JOHN HANCOCK VARIABLE TRUST

ADVISERS LLC

BY:   /S/ JAY ARONOWITZ
  Name: Jay Aronowitz
  Title:

 

A-16


Appendix B — FINANCIAL HIGHLIGHTS OF THE FUNDS

The financial highlights tables for the Acquired and Acquiring Funds are intended to help investors understand the financial performance of each fund for the past five years ended December 31, 2019 and the six-month period ended June 30, 2020. Certain information reflects financial results for a single share of a fund. The total returns presented in the table represent the rate that an investor would have earned (or lost) on an investment in the particular fund (assuming reinvestment of all dividends and distributions). The financial statements of JHVIT included in its Annual Report to Shareholders for the fiscal year ended December 31, 2019 (File Nos. 2-94157 and 811-04146) have been audited by PricewaterhouseCoopers LLP. These financial statements have been incorporated by reference into the SAI insofar as they relate to the Acquired and Acquiring Funds. Copies of the Annual Report are available on request as described above.

The performance information included in the “Financial Highlights” does not reflect fees and expenses of any variable insurance contract that may use JHVIT as its underlying investment option. If such fees and expenses had been reflected, performance would be lower.

 

B-1


Per share operating performance for a share outstanding throughout each period

 

      Ratios and supplemental data  
          Income (loss) from
investment operations
          Less distributions                       Ratios to average net assets              

Period Ended

  Net asset
value,
beginning
of period
($)
    Net
investment
income
(loss) ($)1,2
    Net realized
and unrealized
gain (loss)
on investments
($)
    Total from
investment
operations
($)
    From net
investment
income ($)
    From net
realized
gain ($)
    Total
distributions
($)
    Net asset
value,
end of
period
($)
    Total
return (%)3
    Expenses
before
reductions (%)4
    Expenses
including
reductions (%)4
    Net
investment
income
(loss) (%)2
    Net assets,
end of
period
(in millions)
    Portfolio
turnover
(%)
 

Managed Volatility Aggressive Portfolio

 

                 

SERIES I

                           

06-30-20205

    10.69       6      (1.73     (1.73                       8.96       (16.18 )7      0.38 8      0.21 8      0.07 8      54       7  

12-31-2019

    9.97       0.16       1.80       1.96       (0.13     (1.11     (1.24     10.69       20.78       0.36       0.18       1.46       68       15  

12-31-2018

    11.90       0.15       (1.07     (0.92     (0.14     (0.87     (1.01     9.97       (8.46     0.18       0.10       1.26       64       58  

12-31-2017

    9.85       0.13       2.11       2.24       (0.13     (0.06     (0.19     11.90       22.82       0.16       0.09       1.15       80       15  

12-31-2016

    9.91       0.14       0.05       0.19       (0.14     (0.11     (0.25     9.85       1.95       0.15       0.10       1.40       76       55  

12-31-2015

    10.75       0.12       (0.75     (0.63     (0.12     (0.09     (0.21     9.91       (5.85     0.13       0.10       1.09       83       16  

SERIES II

 

06-30-20205

    10.66       (0.01     (1.73     (1.74                       8.92       (16.32 )7      0.58 8      0.41 8      (0.13 )8      55       7  

12-31-2019

    9.94       0.13       1.81       1.94       (0.11     (1.11     (1.22     10.66       20.63       0.56       0.38       1.26       70       15  

12-31-2018

    11.86       0.12       (1.05     (0.93     (0.12     (0.87     (0.99     9.94       (8.61     0.38       0.30       1.04       67       58  

12-31-2017

    9.82       0.10       2.12       2.22       (0.12     (0.06     (0.18     11.86       22.56       0.36       0.29       0.94       88       15  

12-31-2016

    9.89       0.11       0.05       0.16       (0.12     (0.11     (0.23     9.82       1.66       0.35       0.30       1.17       87       55  

12-31-2015

    10.73       0.09       (0.74     (0.65     (0.10     (0.09     (0.19     9.89       (6.05     0.33       0.30       0.86       102       16  

SERIES NAV

 

   

06-30-20205

    10.70       0.01       (1.75     (1.74                       8.96       (16.26 )7      0.33 8      0.16 8      0.13 8      198       7  

12-31-2019

    9.98       0.17       1.80       1.97       (0.14     (1.11     (1.25     10.70       20.82       0.31       0.13       1.57       243       15  

12-31-2018

    11.90       0.16       (1.06     (0.90     (0.15     (0.87     (1.02     9.98       (8.32     0.13       0.05       1.37       207       58  

12-31-2017

    9.85       0.14       2.11       2.25       (0.14     (0.06     (0.20     11.90       22.88       0.11       0.04       1.25       227       15  

12-31-2016

    9.91       0.14       0.06       0.20       (0.15     (0.11     (0.26     9.85       1.90       0.10       0.05       1.46       194       55  

12-31-2015

    10.76       0.13       (0.76     (0.63     (0.13     (0.09     (0.22     9.91       (5.79     0.08       0.05       1.21       201       16  

 

1.

Based on average daily shares outstanding.

 

2.

Net investment income is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

 

3.

Total returns exclude insurance-related fees and expenses and would have been lower had certain expenses not been reduced during the applicable periods.

 

4.

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio.

 

5.

Six months ended 6-30-20. Unaudited.

 

6.

Less than $0.005 per share.

 

7.

Not annualized.

 

8.

Annualized.

 

B-2


Per share operating performance for a share outstanding throughout each period

 

                                                          Ratios and supplemental data  
          Income (loss) from
investment operations
          Less distributions                       Ratios to average net assets              

Period Ended

  Net asset
value,
beginning
of period
($)
    Net
investment
income
(loss) ($)1
    Net realized
and unrealized
gain (loss)
on investments
($)
    Total from
investment
operations
($)
    From net
investment
income ($)
    From net
realized
gain ($)
    Total
distributions
($)
    Net asset
value,
end of
period
($)
    Total
return (%)2
    Expenses
before
reductions (%)
    Expenses
including
reductions (%)
    Net
investment
income
(loss) (%)
    Net assets,
end of
period
(in millions)
    Portfolio
turnover
(%)
 

Managed Volatility Growth Portfolio

 

SERIES I

                           

06-30-20205

    13.28       0.02       (1.64     (1.62                       11.66       (12.20 )6      0.28 7      0.16 7      0.28 7      520       4  

12-31-2019

    12.20       0.24       2.06       2.30       (0.21     (1.01     (1.22     13.28       19.56       0.27       0.13       1.85       627       8  

12-31-2018

    14.55       0.24       (1.08     (0.84     (0.23     (1.28     (1.51     12.20       (6.54     0.15       0.10       1.67       591       37  

12-31-2017

    12.99       0.23       2.14       2.37       (0.24     (0.57     (0.81     14.55       18.59       0.13       0.09       1.67       709       9  

12-31-2016

    13.17       0.22       0.23       0.45       (0.23     (0.40     (0.63     12.99       3.34       0.12       0.10       1.72       676       26  

12-31-2015

    14.13       0.23       (0.88     (0.65     (0.24     (0.07     (0.31     13.17       (4.53     0.12       0.10       1.66       722       9  

SERIES II

                           

06-30-20205

    13.23       8      (1.62     (1.62                       11.61       (12.24 )6      0.48 7      0.36 7      0.08 7      5,684       4  

12-31-2019

    12.16       0.21       2.06       2.27       (0.19     (1.01     (1.20     13.23       19.32       0.47       0.33       1.64       7,116       8  

12-31-2018

    14.51       0.21       (1.07     (0.86     (0.21     (1.28     (1.49     12.16       (6.70     0.35       0.30       1.45       6,931       37  

12-31-2017

    12.95       0.20       2.14       2.34       (0.21     (0.57     (0.78     14.51       18.35       0.33       0.29       1.46       8,532       9  

12-31-2016

    13.14       0.19       0.22       0.41       (0.20     (0.40     (0.60     12.95       3.15       0.32       0.30       1.49       8,177       26  

12-31-2015

    14.10       0.20       (0.88     (0.68     (0.21     (0.07     (0.28     13.14       (4.81     0.32       0.30       1.43       9,102       9  

SERIES NAV

                           

06-30-20205

    13.30       0.02       (1.64     (1.62                       11.68       (12.18 )6      0.23 7      0.11 7      0.33 7      704       4  

12-31-2019

    12.21       0.26       2.06       2.32       (0.22     (1.01     (1.23     13.30       19.68       0.22       0.08       1.95       817       8  

12-31-2018

    14.57       0.25       (1.09     (0.84     (0.24     (1.28     (1.52     12.21       (6.55     0.10       0.05       1.76       703       37  

12-31-2017

    13.00       0.25       2.14       2.39       (0.25     (0.57     (0.82     14.57       18.71       0.08       0.04       1.77       778       9  

12-31-2016

    13.19       0.24       0.21       0.45       (0.24     (0.40     (0.64     13.00       3.38       0.07       0.05       1.81       677       26  

12-31-2015

    14.15       0.25       (0.89     (0.64     (0.25     (0.07     (0.32     13.19       (4.55     0.07       0.05       1.79       673       9  

 

1.

Based on average daily shares outstanding.

 

2.

Net investment income is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

 

3.

Total returns exclude insurance-related fees and expenses and would have been lower had certain expenses not been reduced during the applicable periods.

 

4.

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio.

 

5.

Six months ended 6-30-20. Unaudited.

 

6.

Not annualized.

 

7.

Annualized.

 

8.

Less than $0.005 per share.

 

B-3


Per share operating performance for a share outstanding throughout each period

 

                                                          Ratios and supplemental data  
          Income (loss) from
investment operations
          Less distributions                       Ratios to average net assets              

Period Ended

  Net asset
value,
beginning
of period
($)
    Net
investment
income
(loss) ($)1
    Net realized
and unrealized
gain (loss)
on investments
($)
    Total from
investment
operations
($)
    From net
investment
income ($)
    From net
realized
gain ($)
    Total
distributions
($)
    Net asset
value,
end of
period
($)
    Total
return (%)2
    Expenses
before
reductions (%)
    Expenses
including
reductions (%)
    Net
investment
income
(loss) (%)
    Net assets,
end of
period
(in millions)
    Portfolio
turnover
(%)
 

Lifestyle Aggressive Portfolio

 

SERIES I

                           

06-30-20203

    15.57       0.01 4      (1.17     (1.16                       14.41       (7.45 )5      0.40 6,7      0.21 6,7      0.11 4,6      4       11  

12-31-2019

    13.23       0.26 4      3.21       3.47       (0.23     (0.90     (1.13     15.57       27.01       0.39 7      0.21 7      1.76 4      4       20  

12-31-2018

    15.14       0.23 4      (1.52     (1.29     (0.22     (0.40     (0.62     13.23       (8.85     0.42 7      0.20 7      1.53 4      3       16  

12-31-2017

    12.81       0.20 4      2.57       2.77       (0.24     (0.20     (0.44     15.14       21.78       0.45 7      0.21 7      1.41 4      4       15  

12-31-2016

    12.33       0.26 4      0.90       1.16       (0.21     (0.47     (0.68     12.81       9.55       0.47 7      0.21 7      2.05 4      4       9  

12-31-2015

    12.78       0.24 4      (0.44     (0.20     (0.22     (0.03     (0.25     12.33       (1.56     0.45 7      0.22 7      1.89 4      3       20  

SERIES II

                           

06-30-20203

    15.57       (0.01 )4      (1.17     (1.18                       14.39       (7.58 )5      0.60 6,7      0.41 6,7      (0.08 )4,6      16       11  

12-31-2019

    13.23       0.23 4      3.21       3.44       (0.20     (0.90     (1.10     15.57       26.78       0.59 7      0.41 7      1.52 4      18       20  

12-31-2018

    15.14       0.20 4      (1.52     (1.32     (0.19     (0.40     (0.59     13.23       (9.05     0.62 7      0.40 7      1.32 4      17       16  

12-31-2017

    12.81       0.20 4      2.54       2.74       (0.21     (0.20     (0.41     15.14       21.56       0.65 7      0.41 7      1.40 4      20       15  

12-31-2016

    12.33       0.19 4      0.95       1.14       (0.19     (0.47     (0.66     12.81       9.35       0.67 7      0.41 7      1.55 4      18       9  

12-31-2015

    12.78       0.19 4      (0.41     (0.22     (0.20     (0.03     (0.23     12.33       (1.75     0.65 7      0.42 7      1.45 4      17       20  

SERIES NAV

                           

06-30-20203

    15.57       0.01 4      (1.17     (1.16                       14.41       (7.45 )5      0.35 6,7      0.16 6,7      0.17 4,6      16       11  

12-31-2019

    13.22       0.27 4      3.22       3.49       (0.24     (0.90     (1.14     15.57       27.16       0.34 7      0.16 7      1.83 4      15       20  

12-31-2018

    15.14       0.29 4      (1.59     (1.30     (0.22     (0.40     (0.62     13.22       (8.86     0.37 7      0.15 7      1.92 4      11       16  

12-31-2017

    12.81       0.28 4      2.49       2.77       (0.24     (0.20     (0.44     15.14       21.84       0.40 7      0.16 7      1.95 4      7       15  

12-31-2016

    12.33       0.37 4      0.80       1.17       (0.22     (0.47     (0.69     12.81       9.60       0.42 7      0.16 7      2.95 4      2       9  

12-31-2015

    12.78       0.24 4      (0.43     (0.19     (0.23     (0.03     (0.26     12.33       (1.51     0.40 7      0.17 7      1.89 4      1       20  

 

1.

Based on average daily shares outstanding.

 

2.

Total returns exclude insurance-related fees and expenses and would have been lower had certain expenses not been reduced during the applicable periods.

 

3.

Six months ended 6-30-20. Unaudited.

 

4.

Net investment income is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

 

5.

Not annualized.

 

6.

Annualized.

 

7.

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio.

 

B-4


Per share operating performance for a share outstanding throughout each period

 

                                                          Ratios and supplemental data  
          Income (loss) from
investment operations
          Less distributions                       Ratios to average net assets              

Period Ended

  Net asset
value,
beginning
of period
($)
    Net
investment
income
(loss) ($)1
    Net realized
and unrealized
gain (loss)
on investments
($)
    Total from
investment
operations
($)
    From net
investment
income ($)
    From net
realized
gain ($)
    Total
distributions
($)
    Net asset
value,
end of
period
($)
    Total
return (%)2
    Expenses
before
reductions (%)
    Expenses
including
reductions (%)
    Net
investment
income
(loss) (%)
    Net assets,
end of
period
(in millions)
    Portfolio
turnover
(%)
 

Lifestyle Growth Portfolio

 

SERIES I

                           

06-30-20203

    16.92       (0.01 )4      (0.44     (0.45                       16.47       (2.66 )5      0.12 6,7      0.11 6,7      (0.11 )4,6      207       3  

12-31-2019

    14.86       0.32 4      2.81       3.13       (0.30     (0.77     (1.07     16.92       21.45       0.12 7      0.11 7      1.96 4      224       7  

12-31-2018

    16.41       0.30 4      (1.28     (0.98     (0.32     (0.25     (0.57     14.86       (6.12     0.11 7      0.11 7      1.85 4      207       5  

12-31-2017

    14.53       0.45 4      1.88       2.33       (0.30     (0.15     (0.45     16.41       16.13       0.12 7      0.11 7      3.34 4      242       4 8 

12-31-2016

    14.23       0.46 4      0.56       1.02       (0.27     (0.45     (0.72     14.53       7.23       0.11 7      0.11 7      3.16 4      93       12 8 

12-31-2015

    14.85       0.32 4      (0.34     (0.02     (0.32     (0.28     (0.60     14.23       (0.12     0.11 7      0.11 7      2.11 4      39       9  

SERIES II

                           

06-30-20203

    16.94       (0.02 )4      (0.45     (0.47                       16.47       (2.77 )5      0.32 6,7      0.31 6,7      (0.31 )4,6      4,969       3  

12-31-2019

    14.88       0.29 4      2.81       3.10       (0.27     (0.77     (1.04     16.94       21.20       0.32 7      0.31 7      1.75 4      5,567       7  

12-31-2018

    16.43       0.27 4      (1.29     (1.02     (0.28     (0.25     (0.53     14.88       (6.31     0.31 7      0.31 7      1.62 4      5,225       5  

12-31-2017

    14.55       0.40 4      1.90       2.30       (0.27     (0.15     (0.42     16.43       15.90       0.32 7      0.31 7      2.89 4      6,456       4 8 

12-31-2016

    14.25       0.34 4      0.66       1.00       (0.25     (0.45     (0.70     14.55       7.02       0.31 7      0.31 7      2.35 4      2,889       12 8 

12-31-2015

    14.86       0.29 4      (0.33     (0.04     (0.29     (0.28     (0.57     14.25       (0.25     0.31 7      0.31 7      1.93 4      1,904       9  

SERIES NAV

                           

06-30-20203

    16.91       4,9      (0.45     (0.45                       16.46       (2.66 )5      0.07 6,7      0.06 6,7      (0.06 )4,6      403       3  

12-31-2019

    14.85       0.34 4      2.80       3.14       (0.31     (0.77     (1.08     16.91       21.52       0.07 7      0.06 7      2.10 4      415       7  

12-31-2018

    16.40       0.33 4      (1.31     (0.98     (0.32     (0.25     (0.57     14.85       (6.07     0.06 7      0.06 7      2.00 4      339       5  

12-31-2017

    14.52       0.46 4      1.88       2.34       (0.31     (0.15     (0.46     16.40       16.20       0.07 7      0.06 7      3.61 4      346       4 8 

12-31-2016

    14.23       0.52 4      0.50       1.02       (0.28     (0.45     (0.73     14.52       7.21       0.06 7      0.06 7      3.59 4      109       12 8 

12-31-2015

    14.84       0.43 4      (0.43     9      (0.33     (0.28     (0.61     14.23       0.00 10      0.06 7      0.06 7      2.93 4      30       9  

 

1.

Based on average daily shares outstanding.

 

2.

Total returns exclude insurance-related fees and expenses and would have been lower had certain expenses not been reduced during the applicable periods.

 

3.

Six months ended 6-30-20. Unaudited.

 

4.

Net investment income is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

 

5.

Not annualized.

 

6.

Annualized.

 

7.

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio.

 

8.

Excludes merger activity.

 

9.

Less than $0.005 per share.

 

10.

Less than 0.005%.

 

B-5


JOHN HANCOCK VARIABLE INSURANCE TRUST

P.O. BOX 9112

FARMINGDALE, NY 11735

 

VOTE BY PHONE

  

VOTE ON THE INTERNET

  

VOTE BY MAIL

•   Read the Proxy Statement/Prospectus and have this card at hand

  

•   Read the Proxy Statement/Prospectus and have this card at hand

  

•   Read the Proxy Statement/Prospectus and have this card at hand

•   Call toll-free

1-800-690-6903

  

•   Log on to www.proxyvote.com

  

•   Check the appropriate boxes on reverse side

•   Follow the recorded instructions

  

•   Follow the on-screen instructions

  

•   Sign and date Voting Instructions

•   Do not return this paper ballot

  

•   Do not return this paper ballot

  

•   Return promptly in the enclosed envelope

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK

VOTING INSTRUCTIONS FORM

MANAGED VOLATILITY AGGRESSIVE PORTFOLIO

INSURANCE COMPANY NAME PRINTS HERE

The undersigned hereby instructs John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York to vote all shares of John Hancock Variable Insurance Trust attributable to his or her variable annuity or variable life contract at the Special Meeting of Shareholders to be held via telephone at 10:00 a.m., Eastern Time, April 6, 2021, and any adjournments thereof, as indicated below and in their discretion upon such other matters as may properly come before the Meeting.

Voting pursuant to these instructions will be as specified. If no specification is made as to an item on a properly executed Voting Instructions Form, voting will be for such item. This voting instructions form is provided for the shares of the above referenced fund attributable to your contract values as of February 7, 2021. Please sign, date, and return the voting instructions form in the enclosed postage-paid envelope.

VOTING INSTRUCTIONS MUST BE RECEIVED BY THE CLOSE OF BUSINESS ON APRIL 5, 2021 TO BE VOTED AT THE MEETING TO BE HELD ON APRIL 6, 2021.

THESE VOTING INSTRUCTIONS ARE SOLICITED BY JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) AND JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE BOARD OF TRUSTEES OF JOHN HANCOCK VARIABLE INSURANCE TRUST.

 

(ARROW)
Date:             , 2021
           PLEASE SIGN IN BOX BELOW:
 

                                                              

  Signature(s), Title(s), if applicable

If a contract is held jointly, each contract owner should sign. If only one signs his or her signature will be binding. If the contract owner is a corporation, the President or a Vice President should sign in his or her own name, indicating title. If the contract owner is a partnership, a partner should sign his or her own name, indicating that he or she is a “Partner.” If the contract owner is a trust, the trustee should sign in his or her own name, indicating that he or she is a “Trustee.”


(ARROW)    PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR ☒ (ARROW)
   NUMBER 2 PENCIL.
   PLEASE DO NOT USE FINE POINT PENS.

These voting instructions, if properly executed, will be voted in the manner directed by the contract owner. IF NO DIRECTION IS MADE, THESE VOTING INSTRUCTIONS WILL BE VOTED “FOR” THE PROPOSAL. Please refer to the Proxy Statement/Prospectus for a discussion of the proposal.

 

    FOR     AGAINST     ABSTAIN
Proposal 1       Approval of Agreement and Plan of Reorganization providing for the reorganization of Managed Volatility Aggressive Portfolio into Managed Volatility Growth Portfolio      

PLEASE SIGN AND DATE ON THE REVERSE SIDE.


JOHN HANCOCK VARIABLE INSURANCE TRUST

P.O. BOX 9112

FARMINGDALE, NY 11735

 

VOTE BY PHONE

  

VOTE ON THE INTERNET

  

VOTE BY MAIL

•   Read the Proxy Statement/Prospectus and have this card at hand

  

•   Read the Proxy Statement/Prospectus and have this card at hand

  

•   Read the Proxy Statement/Prospectus and have this card at hand

•   Call toll-free

1-800-690-6903

  

•   Log on to www.proxyvote.com

  

•   Check the appropriate boxes on reverse side

•   Follow the recorded instructions

  

•   Follow the on-screen instructions

  

•   Sign and date Voting Instructions

•   Do not return this paper ballot

  

•   Do not return this paper ballot

  

•   Return promptly in the enclosed envelope

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK

VOTING INSTRUCTIONS FORM

LIFESTYLE AGGRESSIVE PORTFOLIO

INSURANCE COMPANY NAME PRINTS HERE

The undersigned hereby instructs John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York to vote all shares of John Hancock Variable Insurance Trust attributable to his or her variable annuity or variable life contract at the Special Meeting of Shareholders to be held via telephone at 10:00 a.m., Eastern Time, April 6, 2021, and any adjournments thereof, as indicated below and in their discretion upon such other matters as may properly come before the Meeting.

Voting pursuant to these instructions will be as specified. If no specification is made as to an item on a properly executed Voting Instructions Form, voting will be for such item. This voting instructions form is provided for the shares of the above referenced fund attributable to your contract values as of February 7, 2021. Please sign, date, and return the voting instructions form in the enclosed postage-paid envelope.

VOTING INSTRUCTIONS MUST BE RECEIVED BY THE CLOSE OF BUSINESS ON APRIL 5, 2021 TO BE VOTED AT THE MEETING TO BE HELD ON APRIL 6, 2021.

THESE VOTING INSTRUCTIONS ARE SOLICITED BY JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) AND JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE BOARD OF TRUSTEES OF JOHN HANCOCK VARIABLE INSURANCE TRUST.

 

(ARROW)
Date:             , 2021
  PLEASE SIGN IN BOX BELOW:
 

                     

           Signature(s), Title(s), if applicable

If a contract is held jointly, each contract owner should sign. If only one signs his or her signature will be binding. If the contract owner is a corporation, the President or a Vice President should sign in his or her own name, indicating title. If the contract owner is a partnership, a partner should sign his or her own name, indicating that he or she is a “Partner.” If the contract owner is a trust, the trustee should sign in his or her own name, indicating that he or she is a “Trustee.”


(ARROW)    PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR ☒ (ARROW)
   NUMBER 2 PENCIL.
   PLEASE DO NOT USE FINE POINT PENS.

These voting instructions, if properly executed, will be voted in the manner directed by the contract owner. IF NO DIRECTION IS MADE, THESE VOTING INSTRUCTIONS WILL BE VOTED “FOR” THE PROPOSAL. Please refer to the Proxy Statement/Prospectus for a discussion of the proposal.

 

    FOR     AGAINST     ABSTAIN
Proposal 2       Approval of Agreement and Plan of Reorganization providing for the reorganization of Lifestyle Aggressive Portfolio into Lifestyle Growth Portfolio.      

PLEASE SIGN AND DATE ON THE REVERSE SIDE.


PROXY    LIFESTYLE AGGRESSIVE PORTFOLIO    PROXY
   PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 6, 2021   
  

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF JOHN HANCOCK VARIABLE

INSURANCE TRUST

  

The undersigned revoking previous proxies, hereby appoint(s) Charles Rizzo, John Danello, Christopher (Kit) Sechler, Nick Kolokithas, Kinga Kapuscinski, Harsha Pulluru, Sarah Coutu, Tom Dee and Betsy Anne Seel, with full power of substitution in each, to vote all the shares of beneficial interest of Lifestyle Aggressive Portfolio (“the Fund”), a series of John Hancock Variable Insurance Trust (“JHVIT”) which the undersigned is (are) entitled to vote at the Special Meeting of Shareholders of JHVIT (the “Meeting”) to be held via telephone on Tuesday, April 6, 2021, at 10:00 a.m., Eastern Time, and at any adjournment(s) of the Meeting. All powers may be exercised by a majority of all proxy holders or substitutes voting or acting, or, if only one votes and acts, then by that one. Receipt of the Proxy Statement and Prospectus dated February 25, 2021, is hereby acknowledged. If not revoked, this proxy shall be voted for the proposals included in the Proxy Statement and Prospectus.

 

  VOTE VIA THE INTERNET: N/A  
  VOTE VIA THE TELEPHONE: N/A  
  VOTE VIA MAIL: Vote, date and sign this proxy card and return it promptly in the enclosed envelope.
  999 9999 9999 999               
  Note: Signature(s) should agree with the name (s) printed herein. When signing as attorney, executor, administrator, trustee or guardian, please give your full name as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
  JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
  JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK
  By:
                                                                                    
  Name:
                                                                                    
  Title:
                                                                                    
  Date:
                                                                                    


EVERY SHAREHOLDER’S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR PROXY TODAY

Please detach at perforation before mailing.

SPECIFY YOUR DESIRED ACTION BY A CHECK MARK IN THE APPROPRIATE SPACE. THIS PROXY WILL BE VOTED IN FAVOR OF (FOR) THE PROPOSAL IF NO SPECIFICATION IS MADE BELOW. AS TO ANY OTHER MATTER, THE PROXY OR PROXIES WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:

 

To approve an Agreement and Plan of Reorganization between Lifestyle Aggressive Portfolio and Lifestyle Growth Portfolio (the “Acquiring Fund”). Under this agreement, Lifestyle Aggressive Portfolio would transfer all of its assets to the Acquiring Fund in exchange for corresponding shares of the Acquiring Fund. These shares would be distributed, as described in the accompanying proxy statement and prospectus, proportionately to you and the other shareholders of Lifestyle Aggressive Portfolio. The Acquiring Fund would also assume substantially all of Lifestyle Aggressive Portfolio’s liabilities.   

FOR

 

  

AGAINST

 

  

ABSTAIN

 

Important Notice Regarding Availability of Proxy Materials for this Meeting to Be Held on April 6, 2021

PLEASE VOTE, DATE AND SIGN THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE


PROXY    MANAGED VOLATILITY AGGRESSIVE PORTFOLIO    PROXY
   PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 6, 2021   
  

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF JOHN HANCOCK VARIABLE

INSURANCE TRUST

  

The undersigned revoking previous proxies, hereby appoint(s) Charles Rizzo, John Danello, Christopher (Kit) Sechler, Nick Kolokithas, Kinga Kapuscinski, Harsha Pulluru, Sarah Coutu, Tom Dee and Betsy Anne Seel, with full power of substitution in each, to vote all the shares of beneficial interest of Managed Volatility Aggressive Portfolio (“the Fund”), a series of John Hancock Variable Insurance Trust (“JHVIT”) which the undersigned is (are) entitled to vote at the Special Meeting of Shareholders of JHVIT (the “Meeting”) to be held via telephone on Tuesday, April 6, 2021, at 10:00 a.m., Eastern Time, and at any adjournment(s) of the Meeting. All powers may be exercised by a majority of all proxy holders or substitutes voting or acting, or, if only one votes and acts, then by that one. Receipt of the Proxy Statement and Prospectus dated February 25, 2021, is hereby acknowledged. If not revoked, this proxy shall be voted for the proposals included in the Proxy Statement and Prospectus.

 

  VOTE VIA THE INTERNET: N/A  
  VOTE VIA THE TELEPHONE: N/A  
  VOTE VIA MAIL: Vote, date and sign this proxy card and return it promptly in the enclosed envelope.
  999 9999 9999 999               
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To approve an Agreement and Plan of Reorganization between Managed Volatility Aggressive Portfolio and Managed Volatility Growth Portfolio (the “Acquiring Fund”). Under this agreement, Managed Volatility Aggressive Portfolio would transfer all of its assets to the Acquiring Fund in exchange for corresponding shares of the Acquiring Fund. These shares would be distributed, as described in the accompanying proxy statement and prospectus, proportionately to you and the other shareholders of Managed Volatility Aggressive Portfolio. The Acquiring Fund would also assume substantially all of Managed Volatility Aggressive Portfolio’s liabilities.   

FOR

 

  

AGAINST

 

  

ABSTAIN

 

Important Notice Regarding Availability of Proxy Materials for this Meeting to Be Held on April 6, 2021

PLEASE VOTE, DATE AND SIGN THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE


JOHN HANCOCK VARIABLE INSURANCE TRUST

200 Berkeley Street

Boston, Massachusetts 02116

STATEMENT OF ADDITIONAL INFORMATION

Dated: February 25, 2021

This Statement of Additional Information is available to the shareholders of each of the series or fund of John Hancock Variable Insurance Trust (“JHVIT”) listed below as an “Acquired Fund” in connection with the proposed reorganization providing for each combination of the Acquired Fund into the corresponding JHVIT fund listed below as an “Acquiring Fund” (each, a “Reorganization” and, together, the “Reorganizations”).

 

Acquired Fund

  

Acquiring Fund

Managed Volatility Aggressive Portfolio

  

Managed Volatility Growth Portfolio

Lifestyle Aggressive Portfolio

  

Lifestyle Growth Portfolio

This Statement of Additional Information is not a prospectus but should be read in conjunction with JHVIT’s Proxy Statement/Prospectus dated February 25, 2021 for the Special Meeting of Shareholders of the Acquired Funds to be held on April 6, 2021. The Proxy Statement/Prospectus, which describes the Reorganization, may be obtained without charge by writing to JHVIT at the address above or by calling the following toll free telephone number: (800) 344-1029.

TABLE OF CONTENTS

Statement of Additional Information of JHVIT dated April 27, 2020, as supplemented, relating to the Acquired Funds and the Acquiring Funds.

Audited Financial Statements of JHVIT for the fiscal year ended December 31, 2019, relating to the Acquired Funds and the Acquiring Funds.

Unaudited Financial Statements of JHVIT for the semiannual period ended June 30, 2020, relating to the Acquired Funds and the Acquiring Funds.

Supplemental Financial Information for each Reorganization.

INFORMATION INCORPORATED BY REFERENCE

This Statement of Additional Information incorporates by reference the following documents (or designated portions thereof) as filed with the Securities and Exchange Commission (“SEC”) (File Nos. 2-94157; 811-04146):

 

1.

The Statement of Additional Information of JHVIT dated April 27, 2020, as supplemented, relating to the Acquired Funds and the Acquiring Funds.

 

2.

The Audited Financial Statements of JHVIT for the fiscal year ended December 31, 2019, relating to the Acquired Funds and the Acquiring Funds, including the report thereon of PricewaterhouseCoopers LLP, independent registered public accounting firm, are incorporated by reference to JHVIT’s Annual Report to Shareholders dated December  31, 2019 filed with the SEC on Form N-CSR on March 3, 2020, insofar as such financial statements and report relate to the Acquired Funds and the Acquiring Funds.

 

3.

The Unaudited Financial Statements of JHVIT for the semiannual period ended June  30, 2020, relating to the Acquired Funds and the Acquiring Funds, are incorporated by reference to JHVIT’s Semiannual Report to Shareholders dated June 30, 2020 filed with the SEC on Form N-CSR on August 27, 2020, insofar as such financial statements and report relate to the Acquired Funds and the Acquiring Funds.


SUPPLEMENTAL FINANCIAL INFORMATION

Combination of Managed Volatility Aggressive Portfolio into Managed Volatility Growth Portfolio

A table showing the fees of the Acquiring Fund and the Acquired Fund, and the fees and expenses of the Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization, is included in the “Comparison of, and Effect on, Fund Operating Expenses” and “Examples” sections of the Proxy Statement/Prospectus.

The Reorganization will not result in a material change to the Acquired Fund’s investment portfolio due to the investment restrictions of the Acquiring Fund. In particular, each security held by the Acquired Fund is eligible to be held by the Acquiring Fund. However, in connection with the Reorganization, the Acquired Fund may sell approximately 24.5% of its investments and invest the proceeds of such sales in securities in which the Acquiring Fund invests. Schedules of investments of the Acquired Fund included below reflect: (1) the Acquired Fund’s portfolio as of June 30, 2020; and (2) the anticipated sale of a portion of the Acquired Fund’s portfolio holdings in connection with the Reorganization as of June 30, 2020. Notwithstanding the foregoing, changes may be made to the Acquired Fund’s portfolio in advance of the Reorganization and/or the Acquiring Fund’s portfolio following the Reorganization. The changes to the Acquired Fund’s portfolio are the result of the repositioning of the portfolio in connection with the Reorganization.

There are no material differences in the accounting policies of the Acquired Fund as compared to those of the Acquiring Fund.

The Acquiring Fund will be the accounting survivor of the proposed reorganization and will also maintain the performance history of the Acquiring Fund at the closing of the Reorganization.

 

JHVIT Managed Volatility Aggressive Portfolio – Prior to the Reorganization

     
     Shares or Principal Amount      Value ($)  

AFFILIATED INVESTMENT COMPANIES (A) - 81.4%

     

Equity - 81.4%

     

Blue Chip Growth, Series NAV, JHVIT (T. Rowe Price)

     756,067        28,912,016  

Emerging Markets Equity, Class NAV, JHIT (MIM US) (B)

     1,858,014        21,255,684  

Equity Income, Series NAV, JHVIT (T. Rowe Price)

     2,248,130        27,786,884  

Fundamental Large Cap Core, Class NAV, JHIT (MIM US) (B)

     562,628        28,733,434  

Mid Cap Stock, Series NAV, JHVIT (Wellington)

     501,389        10,955,356  

Mid Value, Series NAV, JHVIT (T. Rowe Price)

     1,267,032        10,605,059  

Multifactor Developed International ETF, JHETF (DFA)

     416,142        10,798,885  

Multifactor Emerging Markets ETF, JHETF (DFA)

     388,217        8,820,290  

Multifactor Large Cap ETF, JHETF (DFA)

     422,980        16,225,513  

Multifactor Mid Cap ETF, JHETF (DFA)

     221,207        7,768,790  

Multifactor Small Cap ETF, JHETF (DFA)

     483,899        11,390,982  

Small Cap Growth, Class NAV, JHF II (Redwood) (C)

     213,991        3,866,817  

Small Cap Value, Series NAV, JHVIT (Wellington)

     292,334        3,730,186  

Strategic Equity Allocation, Series NAV, JHVIT (MIM US) (B)

     3,144,036        59,422,276  

TOTAL AFFILIATED INVESTMENT COMPANIES (Cost $243,821,721)

 

     250,272,172  

 

B-2


UNAFFILIATED INVESTMENT COMPANIES - 10.4%

     

Equity - 10.4%

     

Fidelity 500 Index Fund

     35,245        3,804,659  

Fidelity International Index Fund

     734,496        28,123,850  
     

 

 

 

TOTAL UNAFFILIATED INVESTMENT COMPANIES (Cost $30,856,750)

        31,928,509  
     

 

 

 

SHORT-TERM INVESTMENTS - 2.2%

     

U.S. Government Agency - 1.0%

     

Federal Home Loan Bank Discount Note 0.040%, 07/09/2020*

     3,230,000        3,229,914  

Short-term funds - 1.2%

     

State Street Institutional U.S. Government Money Market Fund, Premier Class, 0.1158% (D)

     3,616,931        3,616,931  
     

 

 

 

TOTAL SHORT-TERM INVESTMENTS (Cost $6,846,902)

        6,846,845  

Total Investments (Managed Volatility Aggressive Portfolio) (Cost $281,525,373) - 94.0%

        289,047,526  

Other assets and liabilities, net - 6.0%

        18,423,017  
     

 

 

 

TOTAL NET ASSETS - 100.0%

        307,470,543  
     

 

 

 

Security Abbreviations and Legend

JHETF John Hancock Exchange-Traded Fund Trust

JHF II John Hancock Funds II

JHIT John Hancock Investment Trust

JHVIT John Hancock Variable Insurance Trust

 

(A)

The underlying portfolios’ subadvisor is shown parenthetically.

 

(B)

The subadvisor is an affiliate of the advisor.

 

(C)

Non-income producing.

 

(D)

The rate shown is the annualized seven-day yield as of 6-30-20.

 

*

Yield represents either the annualized yield at the date of purchase, the stated coupon rate or, for floating rate securities, the rate at period end.

 

Managed Volatility Aggressive Portfolio – After the Reorganization

     
     Shares or Principal Amount      Value ($)  

AFFILIATED INVESTMENT COMPANIES (A) - 93.6%

     

Equity - 66.6%

     

Blue Chip Growth, Series NAV, JHVIT (T. Rowe Price)

     376,298        14,389,621  

Emerging Markets Equity, Class NAV, JHIT (MIM US) (B)

     1,273,960        14,574,104  

Equity Income, Series NAV, JHVIT (T. Rowe Price)

     1,126,895        13,928,416  

Fundamental Large Cap Core, Class NAV, JHIT (MIM US) (B)

     361,234        18,448,233  

Mid Cap Stock, Series NAV, JHVIT (Wellington)

     250,479        5,472,976  

Mid Value, Series NAV, JHVIT (T. Rowe Price)

     635,513        5,319,240  

Multifactor Developed International ETF, JHETF (DFA)

     347,163        9,008,887  

Multifactor Emerging Markets ETF, JHETF (DFA)

     269,307        6,118,664  

Multifactor Large Cap ETF, JHETF (DFA)

     246,073        9,439,346  

 

B-3


Multifactor Mid Cap ETF, JHETF (DFA)

     187,354        6,579,870  

Multifactor Small Cap ETF, JHETF (DFA)

     259,926        6,118,664  

Small Cap Growth, Class NAV, JHF II (Redwood) (C)

     129,318        2,336,776  

Small Cap Value, Series NAV, JHVIT (Wellington)

     178,314        2,275,282  

Strategic Equity Allocation, Series NAV, JHVIT (MIM US) (B)

     4,802,397        90,765,304  
     

 

 

 
        204,775,383  
     

 

 

 

Fixed income - 27.0%

     

Bond, Class NAV, JHSB (MIM US) (B)

     1,283,597        21,307,709  

Core Bond, Series NAV, JHVIT (Wells Capital)

     514,975        7,317,799  

Select Bond, Series NAV, JHVIT (MIM US) (B)

     3,727,107        54,453,033  
     

 

 

 
        83,078,541  
     

 

 

 

TOTAL AFFILIATED INVESTMENT COMPANIES (Cost $272,403,184)

        287,853,924  
     

 

 

 

UNAFFILIATED INVESTMENT COMPANIES - 0.7%

     

Equity - 0.7%

     

Fidelity International Index Fund

     52,998        2,029,306  
     

 

 

 

TOTAL UNAFFILIATED INVESTMENT COMPANIES (Cost $2,109,581)

        2,029,306  
     

 

 

 

U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 0.0%

     

U.S. Government Agency - 0.0%

     

Federal Home Loan Bank 0.170%, (SOFR + 0.090%), 11/30/2020 (D)

     215,256        215,229  
     

 

 

 

TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATIONS (Cost $222,519)

        215,229  
     

 

 

 

SHORT-TERM INVESTMENTS - 1.9%

     

Certificate of deposit - 0.0%

     

Credit Suisse AG (SOFR + 0.150%) 0.230%, 09/01/2020*

     61,490        61,494  

U.S. Government Agency - 1.0%

     

Federal Agricultural Mortgage Corp. Discount Note 0.010%, 07/01/2020*

     768,676        768,676  

Federal Home Loan Bank Discount Note 0.040%, 07/09/2020*

     2,183,099        2,183,041  

Short-term funds - 0.9%

     

State Street Institutional U.S. Government Money Market Fund, Premier Class, 0.1158% (E)

     2,767,235        2,767,235  
     

 

 

 

TOTAL SHORT-TERM INVESTMENTS (Cost $5,781,954)

        5,780,446  
     

 

 

 

Total Investments (Managed Volatility Aggressive Portfolio) (Cost $280,517,238) - 96.2%

        295,878,905  

Other assets and liabilities, net - 3.8%

        11,591,638  
     

 

 

 

TOTAL NET ASSETS - 100.0%

        307,470,543  
     

 

 

 

Security Abbreviations and Legend

JHETF John Hancock Exchange-Traded Fund Trust

JHF II John Hancock Funds II

JHIT John Hancock Investment Trust

JHSB John Hancock Sovereign Bond Fund

JHVIT John Hancock Variable Insurance Trust

SOFR Secured Overnight Financing Rate

 

(A)

The underlying portfolios’ subadvisor is shown parenthetically.

 

(B)

The subadvisor is an affiliate of the advisor.

 

(C)

Non-income producing.

 

(D)

Variable rate obligation. The coupon rate shown represents the rate at period end.

 

(E)

The rate shown is the annualized seven-day yield as of 6-30-20.

 

*

Yield represents either the annualized yield at the date of purchase, the stated coupon rate or, for floating rate securities, the rate at period end.

 

B-4


Combination of Lifestyle Aggressive Portfolio into Lifestyle Growth Portfolio

A table showing the fees of the Acquiring Fund and the Acquired Fund, and the fees and expenses of the Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization, is included in the “Comparison of, and Effect on, Fund Operating Expenses” and “Examples” sections of the Proxy Statement/Prospectus.

The Reorganization will not result in a material change to the Acquired Fund’s investment portfolio due to the investment restrictions of the Acquiring Fund. In particular, each security held by the Acquired Fund is eligible to be held by the Acquiring Fund. However, in connection with the Reorganization, the Acquired Fund may sell approximately 29% of its investments and invest the proceeds of such sales in securities in which Acquiring Fund invests. Schedule of investments of the Acquired Fund included below, reflect (1) the Acquired Fund’s portfolio as of June 30, 2020; and (2) the anticipated sale of a portion of the Acquired Fund’s portfolio holdings in connection with the Reorganization as of June 30, 2020. Notwithstanding the foregoing, changes may be made to the Acquired Fund’s portfolio in advance of the Reorganization and/or the Acquiring Fund’s portfolio following the Reorganization. The changes to the Acquired Fund’s portfolio are the result of the repositioning of the portfolio in connection with the Reorganization.

There are no material differences in the accounting policies of the Acquired Fund as compared to those of the Acquiring Fund.

The Acquiring Fund will be the accounting survivor of the proposed reorganization and will also maintain the performance history of the Acquiring Fund at the closing of the Reorganization.

 

Lifestyle Aggressive Portfolio – Prior to the Reorganization

     
     Shares or Principal Amount      Value  

AFFILIATED INVESTMENT COMPANIES (A) - 82.6%

     

Equity - 82.6%

     

Strategic Equity Allocation, Series NAV, JHVIT (MIM US) (B)

     1,556,983      $ 29,426,983  

TOTAL AFFILIATED INVESTMENT COMPANIES (Cost $28,586,450)

 

   $ 29,426,983  

UNAFFILIATED INVESTMENT COMPANIES - 17.5%

     

Exchange-traded funds - 17.5%

     

Financial Select Sector

     

SPDR Fund

     26,769      $ 619,435  

Vanguard Energy ETF

     8,736      $ 439,421  

Vanguard FTSE Emerging

     

Markets ETF

     47,269      $ 1,872,325  

Vanguard Health Care ETF

     1,299      $ 250,252  

Vanguard Information

     

Technology ETF

     3,265      $ 909,988  

Vanguard Materials ETF

     1,241      $ 149,714  

Vanguard Mid-Cap ETF

     6,581      $ 1,078,692  

Vanguard Real Estate ETF

     4,430      $ 347,888  

Vanguard Small-Cap ETF

     3,992      $ 581,714  

TOTAL UNAFFILIATED INVESTMENT COMPANIES (Cost $6,127,631)

 

   $ 6,249,429  

Total Investments (Lifestyle Aggressive Portfolio) (Cost $34,714,081) - 100.1%

 

   $ 35,676,412  

 

B-5


Other assets and liabilities, net - (0.1)%

      $ (32,756)  

TOTAL NET ASSETS - 100.0%

      $ 35,643,656  

Security Abbreviations and Legend

JHVIT John Hancock Variable Insurance Trust

MIM US Manulife Investment Management (US) LLC

 

(A)

The underlying portfolios’ subadvisor is shown parenthetically.

 

(B)

The subadvisor is an affiliate of the advisor

 

Lifestyle Aggressive Portfolio – After the Reorganization

     
     Shares or Principal Amount      Value  

AFFILIATED INVESTMENT COMPANIES (A) - 100.1%

     

Equity - 71.1%

     

Strategic Equity Allocation, Series NAV, JHVIT (MIM US) (B)

     1,340,728      $ 25,339,752  

Fixed income - 29.0%

     

Select Bond, Series NAV, JHVIT (MIM US) (B)

     707,513      $ 10,336,660  

TOTAL AFFILIATED INVESTMENT COMPANIES (Cost $34,295,218)

 

   $ 35,676,412  

Total Investments (Lifestyle Aggressive Portfolio) (Cost $34,295,218) - 100.1%

 

   $ 35,676,412  

Other assets and liabilities, net - (0.1)%

      $ (32,756

TOTAL NET ASSETS - 100.0%

      $ 35,643,656  

Security Abbreviations and Legend

JHVIT John Hancock Variable Insurance Trust

MIM US Manulife Investment Management (US) LLC

 

(A)

The underlying portfolios’ subadvisor is shown parenthetically.

 

(B)

The subadvisor is an affiliate of the advisor

 

B-6