SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ______)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to |
JOHN HANCOCK VARIABLE INSURANCE TRUST
(Name of Registrant as Specified Inin Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | ||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
(1) | Title of each class of securities to which transaction applies: | ||
(2) | Aggregate number of securities to which transaction applies: | ||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | ||
(4) | Proposed maximum aggregate value of transaction: | ||
(5) | Total fee paid: | ||
☐ | Fee paid previously with preliminary materials. | ||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
(1) | Amount Previously Paid: | ||
(2) | Form, Schedule or Registration Statement No.: | ||
(3) | Filing Party: | ||
(4) | Date Filed: |
JOHN HANCOCK VARIABLE INSURANCE TRUST
200 Berkeley Street
Boston, Massachusetts 02116
August 6, 20213, 2022
Dear Variable Annuity and Variable Life Contract Owners:
Shareholders
Management has proposed a number of Blue Chip Growth Trustimportant changes affecting the separate investment portfolios (the “Fund”“Funds”), a series of John Hancock Variable Insurance Trust (the “Trust” or “JHVIT”), are being asked to approve an update of the Fund’s diversification status. In order for shareholders of the Fund to. To consider and vote on the proposals,these proposed changes, a special meetingSpecial Meeting of shareholdersShareholders of JHVIT (the “Meeting”“meeting”) will be held on September 28, 2021 at 10:00 a.m., Eastern Time. Invia telephone only in light of the COVID-19 pandemic, COVID-19o pandemic,n September 9, 2022 at 1:00 PM, Eastern Time. We encourage you to read the Meeting will be a virtual meeting held via telephone only.attached materials in their entirety.
The FundTrust is sensitive to the health and travel concerns that variable insurance and annuity contract owners eligible to give voting instructions and shareholders may have and the protocols that federal, state, and local governments may impose at the time of the meeting. Due to the difficulties arising from the COVID-19 pandemic, the date, time, location, or means of conducting the meeting may change. In the event of such a change, the Trust will announce alternative arrangements for the meeting as soon as possible. If there are any such changes to the meeting, the Trust may not deliver additional soliciting materials to shareholders or otherwise amend the Trust’s proxy materials. Instead, the Trust plans to announce these changes, if any, by: (i) issuing a press release at jhinvestments.com/about-us/press-releases.com and encourage you to check this website before the meeting; and (ii) filing the announcement with the Securities and Exchange Commission. We are urging all variable insurance and annuity contract owners eligible to give voting instructions and shareholders to take advantage of voting by mail, the internet, or telephone, as provided on the attached proxy card.
Attending the Meeting via Telephone
To participate in the meeting, contract owners eligible to give voting instructions and shareholders of the Funds must call the Broadridge Service Center at 1-888-596-0959 no later than 5:00 p.m. Eastern Time on September 8, 2022, and provide your full name and address. You will then be provided with the conference call dial-in information to attend the 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 Fund.
Proposals
The following is an overview of the proposals for which you are being asked to provide voting instructions.
Proposals Affecting All of the Funds. All variable insurance and annuity contract owners eligible to give voting instructions and shareholders of all of the Funds as indicated below are being asked to approve:
* * *
Although you are not a shareholder of JHVIT, your purchase payments and the earnings on such purchase payments under your variable annuity or variable life contracts issued by John Hancock Life Insurance Company (U.S.A.) (“JHLICO (U.S.A.)”) and John Hancock Life Insurance Company of New York (“JHLICO New York”) (collectively, the “John Hancock Insurance Companies”) and certain insurance companies that are not affiliated with JHVIT (“External Insurance Companies”) are invested in subaccounts of separate accounts established by these companies, and each subaccount invests in shares of one of the Funds (the John Hancock Insurance Companies and the External Insurance Companies are collectively referred to as the “Insurance Companies”).
You have the right to instruct the Insurance Companies, as appropriate, how to vote the shares of JHVIT attributable to your contract as of July 11, 2022, the record date for the meeting.
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Enclosed you will find a Notice of Special Meeting of Shareholders, a Proxy Statement for JHVIT, and a Voting Instructions Form for each Fund in which your contract values were invested as of the record date. The number of shares that represents your voting interest appears in each Voting Instructions Form. The Proxy Statement provides background information and describes in detail each of the matters to be voted on at the meeting.
The Board has unanimously approved each of the proposals and recommends that you give voting instructions “FOR” their approval.
In order for shares to be voted at the meeting based on your instructions, we urge you to read the Proxy Statement and then complete and mail your Voting Instructions Form(s) in the attached postage-paid envelope, allowing sufficient time for their receipt by September 8, 2022. 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 meeting, please call one of the following numbers:
--For JHLICO (U.S.A.) variable annuity contracts: | 800-344-1029 |
--For JHLICO (U.S.A.) variable life contracts: | 800-827-4546 |
--For JHLICO New York variable annuity contracts: | 800-551-2078 |
--For JHLICO New York variable life contracts: | 888-267-7784 |
Sincerely, | |
/s/ Christopher Sechler | |
Christopher Sechler | |
Secretary | |
John Hancock Variable Insurance Trust |
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JOHN HANCOCK VARIABLE INSURANCE TRUST
200 Berkeley Street
Boston, Massachusetts 02116
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of John Hancock Variable Insurance Trust:
Notice is hereby given that a Special Meeting of Shareholders of John Hancock Variable Insurance Trust (the “Trust” or “JHVIT”) (the “Meeting”) will be held via telephone only in light of the COVID-19 pandemic, on September 9, 2022 at 1:00PM, Eastern Time.
The Trust is sensitive to the health and travel concerns that variable insurance and annuity contract owners eligible to give voting instructions and shareholders may have and the protocols that federal, state, and local governments may impose at the time of the Meeting. Due to the difficulties arising from the COVID-19 pandemic, the date, time, location, or means of conducting the Meeting may change. In the event of such a change, the FundTrust will announce alternative arrangements for the Meeting as soon as possible. If there are any such changes to the Meeting, the FundTrust may not deliver additional soliciting materials to shareholders or otherwise amend the Fund’s proxy materials. Instead, the FundTrust plans to announce these changes, if any, by: (i) issuing a press release at jhinvestments.com/about-us/press-releases.com and encourage you to check this website before the Meeting;Meeting; and (ii) filing the announcement with the Securities and Exchange Commission. We are urging all variable insurance and annuity contract owners eligible to give voting instructions and shareholders to take advantage of voting by mail, the internet, or telephone, as provided on the attached proxy card.
Attending the Meeting via Telephone
To participate in the Meeting, contract owners eligible to give voting instructions and shareholders of the Fund must call the Broadridge Service Center at 1-855-200-80531-888-596-0959 no later than 5:00 p.m. Eastern Time on September 27, 2021,8, 2022, and provide your full name and address. You will then be provided with the conference call dial-in information to attend the 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 Fund.
Approve greater flexibility in the Fund’s investment management
We are asking shareholders to approve an update of the Fund’s diversification status. We believe, based on our review of the Fund’s investment process, that the Fund and its shareholders may benefit if the Fund is operated as a “non-diversified” fund. Based on our experience and investment analysis, we believe that generally the ability for the Fund to invest more significantly in fewer securities may enhance the probability of improved performance over the long term. As a result, we have noted that the Fund has, over the past few years, generally trended toward investing a larger percentage of the Fund’s assets in the securities of fewer companies. We recommended this change to the Fund’s Trustees, and they agreed that a change in diversification status was in the best interests of shareholders.
The Board of Trustees of the Trust (the “Board”) has concluded that the proposed change to the diversification status is appropriate and will benefit the Fund and its shareholders. If approved by the Fund’s shareholders, the change to the Fund’s diversification status will become effective when the Fund’s SAI is revised or supplemented to reflect the change. Assuming that the proposed change is approved at the Meeting, the Fund expects to file a revision or supplement to its SAI on or about September 29, 2021. If the proposed change is not approved by the Fund’s shareholders, the current fundamental investment restriction regarding diversification will remain in effect and the Fund will continue to be managed as a diversified fund.
Shareholders of the Fund are being asked to vote on and approve the update to the Fund’s diversification status.
Although you are not a shareholder of the Trust, your purchase payments and the earnings on such purchase payments under your variable annuity or variable life contracts issued by John Hancock Life Insurance Company (U.S.A.) (“John Hancock (U.S.A.)”) and John Hancock Life Insurance Company of New York (“John Hancock New York”) are invested in subaccounts of separate accounts established by these companies that are registered under the Investment Company Act of 1940 (“Registered Separate Accounts”), and each subaccount invests in shares of one or more series of the Trust. You have the right to instruct these insurance companies, as appropriate, how the shares of the Trust attributable to your contract are voted. The number of votes for which you may give instructions is determined as of August 1, 2021, the record date for the Meeting (the “Record Date”).
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Enclosed you will find a Notice of Special Meeting of Shareholders, a Proxy Statement for the Trust and a Voting Instructions Form with respect to your contract values invested in the applicable Fund as of the Record Date. The Proxy Statement provides background information and describes in detail the proposal to be voted on at the Meeting.
The Board of Trustees recommends that you vote FOR the Proposal.
In order for shares to be voted at the Meeting based on your instructions, we urge you to read the Proxy Statement and then complete and mail your Voting Instructions Form in the attached postage-paid envelope, allowing sufficient time for its receipt by the close of business on September 27, 2021.
If you have any questions regarding the Meeting, please call one of the following numbers:
Sincerely,
|
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JOHN HANCOCK VARIABLE INSURANCE TRUST
200 Berkeley Street
Boston, Massachusetts 02116
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF BLUE CHIP GROWTH TRUST
To the Shareholders of Blue Chip Growth Trust:
Notice is hereby given that a special meeting of shareholders (the “Meeting”) of Blue Chip Growth Trust (the “Fund”), a series of John Hancock Variable Insurance Trust (the “Trust”), will be held on September 28, 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.
The Fund is sensitive to the health and travel concerns that shareholders may have and the protocols that federal, state, and local governments may impose at the time of the Meeting. Due to the difficulties arising from the COVID-19 pandemic, the date, time, location or means of conducting the Meeting may change. In the event of such a change, the Fund will announce alternative arrangements for the Meeting as soon as possible. If there are any such changes to the Meeting, the Fund may not deliver additional soliciting materials to shareholders or otherwise amend the Fund’s proxy materials. Instead, the Fund plans to announce these changes, if any, by: (i) issuing a press release at jhinvestments.com/about-us/press-releases.com and encourage you to check this website before the Meeting; and (ii) filing the announcement with the Securities and Exchange Commission. We are urging all shareholders to take advantage of voting by mail, the internet, or telephone, as provided on the attached proxy card.
Attending the Meeting via Telephone
To participate in the Meeting, contract owners eligible to give voting instructions and shareholders of the Fund must call the Broadridge Service Center at 1-855-200-8053 no later than 5:00 p.m. Eastern Time on September 27, 2021, and provide your full name and address. You will then be provided with the conference call dial-in information to attend the 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 Fund.
A Proxy Statement which providesproviding information about the purposes of the Meeting is included with this notice. The Meeting will be held for the following purposes:
Proposal 1 | Election of eight Trustees as members of the Board of Trustees of JHVIT. |
(All Funds of JHVIT will vote on Proposal 1). | |
Proposal 2 | Approval of Amendment to Declaration of Trust Increasing Time Permitted Between Record Date and Shareholder Meeting; and |
(All Funds of JHVIT will vote on Proposal 2.) | |
Approval of Amendment to Declaration of Trust Modifying Declaration of Trust Amendment Filing Requirements; and | |
(All Funds of JHVIT will vote on Proposal 3.) | |
Any other business that may properly come before the |
Any other business that may properly come before the Meeting or any adjournment of the Meeting.
The Board of Trustees of the TrustJHVIT recommends that shareholders vote FOR“FOR” all of the Proposal.Proposals.
Each variable insurance and annuity contract owner eligible to give voting instructions and shareholder of record at the close of business on August 1, 2021July 11, 2022 is entitled to receive notice of and to vote at the Meeting and at any adjournment thereof.Meeting.
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Whether or not you expect to attend the Meeting, please complete and return the enclosed proxy card in the accompanying envelope. No postage is necessary if mailed in the United States. If variable insurance and annuity contract owners eligible to give voting instructions and shareholders do not return their proxies in sufficient numbers, it may result in the need for additional shareholder solicitation efforts.
Sincerely, | |
| /s/ Christopher Sechler |
Christopher Sechler | |
Secretary | |
John Hancock Variable Insurance Trust
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August 3, 2022
Boston, Massachusetts
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JOHN HANCOCK VARIABLE INSURANCE TRUST
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 9, 2022
August 3, 2022
500 INDEX TRUST | LIFESTYLE GROWTH PORTFOLIO |
ACTIVE BOND TRUST | LIFESTYLE MODERATE PORTFOLIO |
AMERICAN ASSET ALLOCATION TRUST | MANAGED VOLATILITY BALANCED PORTFOLIO |
AMERICAN GLOBAL GROWTH TRUST | MANAGED VOLATILITY CONSERVATIVE PORTFOLIO |
AMERICAN GROWTH TRUST | MANAGED VOLATILITY GROWTH PORTFOLIO |
AMERICAN GROWTH-INCOME TRUST | MANAGED VOLATILITY MODERATE PORTFOLIO |
AMERICAN INTERNATIONAL TRUST | MID CAP INDEX TRUST |
BLUE CHIP GROWTH TRUST | MID CAP GROWTH TRUST |
CAPITAL APPRECIATION TRUST | MID VALUE TRUST |
CAPITAL APPRECIATION VALUE TRUST | MONEY MARKET TRUST |
CORE BOND TRUST | OPPORTUNISTIC FIXED INCOME TRUST |
DISCIPLINED VALUE INTERNATIONAL TRUST | REAL ESTATE SECURITIES TRUST |
EMERGING MARKETS VALUE TRUST | SCIENCE & TECHNOLOGY TRUST |
EQUITY INCOME TRUST | SELECT BOND TRUST |
FINANCIAL INDUSTRIES TRUST | SHORT TERM GOVERNMENT INCOME TRUST |
FUNDAMENTAL ALL CAP CORE TRUST | SMALL CAP INDEX TRUST |
FUNDAMENTAL LARGE CAP VALUE TRUST | SMALL CAP OPPORTUNITIES TRUST |
GLOBAL EQUITY TRUST (FORMERLY GLOBAL TRUST) | SMALL CAP STOCK TRUST |
HEALTH SCIENCES TRUST | SMALL CAP VALUE TRUST |
HIGH YIELD TRUST | SMALL COMPANY VALUE TRUST |
INTERNATIONAL EQUITY INDEX TRUST | STRATEGIC EQUITY ALLOCATION TRUST |
INTERNATIONAL SMALL COMPANY TRUST | STRATEGIC INCOME OPPORTUNITIES TRUST |
INVESTMENT QUALITY BOND TRUST | TOTAL BOND MARKET TRUST |
LIFESTYLE BALANCED PORTFOLIO | TOTAL STOCK MARKET INDEX TRUST |
LIFESTYLE CONSERVATIVE PORTFOLIO | ULTRA SHORT TERM BOND TRUST |
(each, a “Fund” and collectively, the “Funds”) |
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(Including Summary of Proposals)
Page | ||
Introduction | ||
Shareholders and Voting Information | ||
Proposal 1 | Election of Eight Trustees as Members of the Board of Trustees of JHVIT | 6 |
(All Shareholders of JHVIT Will Vote on Proposal 1) | ||
Proposal 2 | Approval of Amendment to Declaration of Trust Increasing Time Permitted Between Record Date and Shareholder Meeting | 26 |
(All Shareholders of JHVIT Will Vote on Proposal 2) | ||
Proposal 3 | Approval of Amendment to Declaration of Trust Modifying Declaration of Trust Amendment Filing Requirements | 28 |
(All Shareholders of JHVIT Will Vote on Proposal 3). | ||
Independent Registered Public Accounting Firm | 30 | |
Other Matters | 33 |
Appendix A | Outstanding Shares and Share Ownership | A-1 |
Appendix B | Procedures for the Selection of Independent Trustees | B-1 |
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JOHN HANCOCK VARIABLE INSURANCE TRUST
200 Berkeley Street
Boston, Massachusetts 02116
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
BLUE CHIP GROWTH TRUST
TO BE HELD ON SEPTEMBER 28, 20219, 2022
INTRODUCTION
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (the “Board” or “Trustees”) of John Hancock Variable Insurance Trust (the “JHVIT” or the “Trust”) of proxies to be used at a special meeting of shareholders of Blue Chip Growth TrustJHVIT (the “Fund”“Meeting”) to be held onvia telephone only in light of the COVID-19 pandemic, on September 9, 2022 28, 2021 at 10:00 a.m.1:00PM, Eastern TimeTime (the “Meeting”) for purposes of voting on the proposal summarized below.. Pursuant to the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), the Board has designated August 1, 2021July 11, 2022 as the record date for determining variable insurance and annuity contract owners eligible to give voting instructions and shareholders eligible to vote at the Meeting (the “Record Date”). All variable insurance and annuity contract owners eligible to give voting instructions and shareholders of record of the Fund at the close of business on August 1, 2021the Record Date are entitled to one vote for each share (and fractional votes for fractional shares) of beneficial interest of JHVIT held. This Proxy Statement is first being sent to variable insurance and annuity contract owners eligible to give voting instructions and shareholders on or about August 16, 2021.3, 2022.
The Trust. The Trust is sensitive to the health and travel concerns that variable insurance and annuity contract owners eligible to give voting instructions and shareholders may have and the protocols that federal, state, and local governments may impose at the time of the Meeting. Due to the difficulties arising from the COVID-19 pandemic, the date, time, location, or means of conducting the Meeting may change. In the event of such a Massachusetts business trust thatchange, the Trust will announce alternative arrangements for the Meeting as soon as possible. If there are any such changes to the Meeting, the Trust may not deliver additional soliciting materials to shareholders or otherwise amend the Fund’s proxy materials. Instead, the Trust plans to announce these changes, if any, by: (i) issuing a press release at jhinvestments.com/about-us/press-releases.com and encourage you to check this website before the meeting; and (ii) filing the announcement with the Securities and Exchange Commission. We are urging all variable insurance and annuity contract owners eligible to give voting instructions and shareholders to take advantage of voting by mail, the internet, or telephone, as provided on the attached proxy card.
JHVIT. JHVIT is an open-end management investment company commonly known as a mutual fund, registered under the Investment Company Act of 1940, as amended (the “19401940 Act”). AsThe shares of December 31, 2020,JHVIT being offered as of the TrustRecord Date were divided into series corresponding to the 50 portfolios (each, a “Fund,” collectively, the “Funds”) named on the cover of this Proxy Statement and offered 52 separate series.by JHVIT. The Trust does not sell its shares directly to the public but generally only to affiliated and unaffiliated insurance companies and their separate accounts as the underlying investment media for variable annuity and variable life insurance contracts (“variable contracts”), certain entities affiliated with the insurance companies, as permitted by applicable law, and other series of the Trust that operate as funds of funds (the “Funds(“Fund of Funds”). Shares of the Trust also may be sold to unaffiliated insurance companies and their separate accounts and certain qualified pension and retirement plans.
Investment ManagementAdvisor and Administrator. John Hancock Variable Trust Advisers LLC formerly John Hancock Investment Management Services, LLC (the “Advisor”), located at 200 Berkeley Street, Boston, Massachusetts 02116, serves as investment advisor to the Trustand administrator for JHVIT and each series of the Trust that has a subadvisor pursuantTrust. Pursuant to an Amendedamended and Restated Advisory Agreementrestated investment advisory agreement with the Trust dated June 30, 2020, as amended (the “Advisory Agreement”), dated June 30, 2020. Under the Advisory Agreement, the Advisor is
responsible for, among other things, administering the business and affairs of each seriesJHVIT and selecting, contracting with, compensating and monitoring the investment subadvisors that manage the investment and reinvestment of the assets of the seriesFunds pursuant to subadvisory agreements.agreements with the Advisor. The Advisor is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Each of the subadvisors to the Funds is also registered as an investment advisor under the Advisers Act.
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The Distributor. Distributor. John Hancock Distributors, LLC (“JH Distributors”) serves as JHVIT’s distributor.
The offices of the Advisor and JH Distributors are located at 200 Berkeley Street, Boston, Massachusetts 02116, servesand 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 distributorUnited States.
The Trust will furnish, without charge, a copy of the Trust’s most recent annual report and semi-annual report to any shareholder or owner of contracts (“contract owner”) upon request. To obtain a report, please contact the Trust by calling 1-800-344-1029 or by writing to the Trust.Trust at 200 Berkeley Street, Boston, Massachusetts 02116, Attn.: Treasurer.
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As used in this Proxy Statement, the term “Lifestyle Trusts” refers collectively to the Lifestyle Balanced Portfolio, Lifestyle Conservative Portfolio, Lifestyle Growth Portfolio, and Lifestyle Moderate Portfolio; and “Managed Volatility Trusts” refers collectively to the Managed Volatility Balanced Portfolio, Managed Volatility Conservative Portfolio, Managed Volatility Growth Portfolio, and Managed Volatility Moderate Portfolio.
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SUMMARY OF PROPOSALPROPOSALS
Proposal Number | Proposal | |||
| Fund or Class of Shareholders
| |||
Solicited | ||||
1 | All Funds of JHVIT will vote on Proposal 1 | |||
2 | Approval of Amendment to | All Funds of JHVIT will vote on Proposal 2 | ||
3 | All Funds of JHVIT will vote on Proposal 3 |
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SHAREHOLDERS AND VOTING INFORMATION
Shareholders of the Trust
The Trust does not sell its shares directly to the public but generally only to insurance companies and their separate accounts as the underlying investment media for contracts issued by such companies, and certain entities affiliated with the insurance companies and those series of the Trust that operate as funds of funds and invest in other Trust funds.funds (“Fund of Funds”). Shares of the Trust are sold principally to John Hancock Life Insurance Company (U.S.A.) (“John Hancock (U.S.A.)”) and John Hancock Life Insurance Company of New York (“John Hancock New York”) (collectively, the “John Hancock Insurance Companies), although some shares are sold to certain other insurance companies not affiliated with John Hancock (“External Insurance Companies”). The John Hancock Insurance Companies and the External Insurance Companies are collectively referred to as the “Insurance Companies.” Each of the John Hancock (U.S.A.), John Hancock New YorkInsurance Companies and John Hancock Distributors, LLC, (“JH Distributors”), is an indirect wholly-owned subsidiary of The Manufacturers Life Insurance Company (“Manulife”), a Canadian stock life insurance company. The ultimate parent entity of each such insurance company and of JH Distributors is Manulife Financial Corporation (“MFC”), the holding company of Manulife and its subsidiaries, collectively known as Manulife Financial. The principal offices of Manulife Financial are located at 200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5.
As of the Record Date, shares of theeach Fund were legally owned by John Hancock (U.S.A.)the Insurance Companies and John Hancock New York (collectively, the “Insurance Companies”).Fund of Funds as noted in Appendix A.
Each of the Insurance Companies holds shares of the Trust directly and/or attributable to contracts in their separate accounts. Such separate accounts include separate accounts registered under the 1940 Act (“Registered Separate Accounts”) as well as unregistered separate accounts. An Insurance Company may legally own in the aggregate more than 25% of the shares of a series of the Trust. 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 series of the Trust only if it holds directly for its own account, and has the power to dispose of, more than 25% of the shares of such series.
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John Hancock (U.S.A.) is a stock life insurance company existingoriginally organized under the laws of Pennsylvania, redomesticated under the laws of Michigan and having its principal address at 200 BloorBerkeley Street, East, Toronto, Ontario, Canada M4W 1E5.Boston, Massachusetts 02116. John Hancock New York 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.
Although you are not a shareholder of the Trust, your purchase payments and the earnings on such purchase payments under your variable annuity or variable
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life contracts issued by John Hancock (U.S.A.) and John Hancock New York are invested in subaccounts of Registered Separate Accounts, and each subaccount invests in shares of one or more series of the Trust. You have the right to instruct these insurance companies, as appropriate, how the shares of the Trust attributable to your contract are voted. The number of votes for which you may give instructions is determined as of the Record Date.
Voting Procedures
The number of votes eligible to be cast at the Meeting with respect to thea Fund, the percentage ownership of the outstanding shares of thea Fund by each of the Insurance Companies and other share ownership information, as of the Record Date, are set forth in Appendix A (“Outstanding Shares and Share Ownership”) to this Proxy Statement.
The Trust will furnish, without charge, a copy of the Trust’s most recent annual report and semi-annual report to any shareholder or owner of variable contracts (“contract owner”) upon request. To obtain a report, please contact the Trust by calling 800-344-10291-800-344-1029 or by writing to the Trust at 200 Berkeley Street, Boston, Massachusetts 02116, Attn.: Treasurer.
Proxies 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 the Trust at 200 Berkeley Street, Boston, Massachusetts 02116; or (ii) signing and returning a new proxy, in each case if received by the Trust by the close of business on September 27, 2021;8, 2022; or (iii) attending the Meeting via telephone and voting shares. All valid proxies will be voted in accordance with specifications thereon, or in the absence of specifications, for approval of a Proposal. Instructions from contract owners may be revoked by: (i) mailing written instructions addressed to the Secretary of Trust at 200 Berkeley Street, Boston, Massachusetts 02116; or (ii) signing and returning a new voting instructions form, in each case if received by the Trust by the close of business on September 27, 2021.8, 2022.
Quorum; Definition of a Majority of Outstanding Voting Securities. Shareholders of record and variable insurance and annuity contract owners eligible to give voting instructions at the close of business on August 1, 2021, 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 the FundTrust at the close of business on that date present at the Meetingby phone or by proxy will constitute a quorum for the Meeting. A plurality of the Trust is required to approve Proposal 1. A Majority of the Outstanding Voting Securities (defined below) of the FundTrust is required to approve a Proposal.Proposals 2 and 3, except as otherwise stated herein. As used in this Proxy Statement, the vote of a “Majority of the Outstanding Voting Securities” means the affirmative vote of the lesser of:
(1)
(1) | 67% or more of the voting securities of the Trust present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Trust are present in person or by proxy; or |
(2) | more than 50% of the outstanding voting securities of the Trust. |
Shares of the Trust will be voted in aggregate and not by series of shares with respect to each proposal. Shareholders and variable insurance and annuity contract owners eligible to give voting securities of the Fund, present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present at the Meeting or by proxy; or
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(2) more than 50% of the outstanding voting securities of the Fund.
Shareholdersinstructions are entitled to one vote for each share of Series I, Series II, Series III and Series NAV 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 adjournmentThe chair of the Meeting generally will requiremay adjourn the affirmative votemeeting to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the holders of a majority of the shares of the Fund castdate, time and place are announced at the Meeting and anyat which the adjournment with respect to a Proposal will requireis taken. At the affirmative vote ofadjourned meeting, the holders of a majority of the shares entitled to vote on the Proposal castTrust may transact such business which properly may have been transacted at the Meeting. The persons namedAny adjourned meeting may be held as proxies will vote foradjourned one or against any adjournment in their discretion. Because shares held by contract owners participating in Registered Separate Accounts for which voting instructions are not timely received will nevertheless be voted in proportion tomore times without further notice on a date that is a reasonable time after the timely instructions received from contract owners participating in such Registered Separate Accounts, all shares in Registered Separate Accounts will be voted atdate of the Meeting. Because Registered Separate Accounts of the John Hancock Insurance Companies and Fund of Funds hold over 30% of the Fund’sTrust’s shares, the presence of a quorum is assured.
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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. The costcosts of the preparation of these proxy materials, which are expected to be approximately $147,580, will be borne by the Funds, allocated among them on the basis of their relative net assets.
Solicitation Costs and Distribution of Proxies. In addition to the preparation of these proxy materials, proxies will be mailed and may be solicited by telephone, by fax, by email, or in person by the Trustees, officers and employees of the Trusts; by personnel of the Advisor, its affiliates, or by broker-dealer firms. Broadridge Financial Solutions, Inc. has been retained to assist in the mailing and solicitation of proxies at a cost of approximately $372,595. The costs of the distribution of these proxy materials and any proxy solicitation will be borne entirely by the Fund. In addition toFunds, allocated among them on the solicitationbasis of proxies by the use of the mails, proxies may be solicited by officers and employeestheir relative net assets.
Fund Voting. Shares of the Trust the Advisor and its agents or affiliates, personally or by telephone.
Portfolio Voting. Shares of the Fund will be voted in the aggregate and not by classseries of shares with respect to theeach Proposal.
Solicitation of Proxies and Voting Instructions
The Trust is soliciting proxies from the shareholders of theeach 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
5
furnish this Proxy Statement to the owners of variable contracts participating in Registered Separate Accounts that hold shares of theeach Fund to be voted at the Meeting, and will solicit voting instructions from those contract owners.
Each John Hancock Insurance Company will vote shares of thea Fund held in its Registered Separate Accounts: (i) for which timely voting instructions are received from contract owners, in accordance with such instructions or if no instruction is made, “for” theeach Proposal; and (ii) for which no voting instructions are timely received, in the same proportion as the instructions received for a Proposal from contract owners participating in all its Registered Separate Accounts. The John Hancock Insurance Companies will vote shares of thea Fund held by them directly (i.e.,not through a separate account) in the same proportion as the voting instructions timely received for a Proposal by the John Hancock Insurance Companies from contract owners participating in all their Registered Separate Accounts. Similarly, in
In accordance with their proxy voting procedures, the Funds of Funds also will vote shares of a Fund in the same proportion as the vote of all other shareholders of the Fund for a Proposal unless the Fund of Funds are the only shareholders of the Fund. In such case, each Fund of Funds will vote the shares of the Fund in the same proportion as the vote of the shareholders of the Fund of Funds for a Proposal.
The John Hancock Insurance Companies will vote shares of a 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 John Hancock Insurance Companies.
Each External Insurance Company holds its shares of each Fund in a separate account which serves as a funding vehicle for its variable insurance products. In accordance with its view of present applicable law, each External Insurance Company will vote its shares of a Fund held in its respective separate account in accordance with instructions received from contract owners having a voting interest in the separate account. Fund shares held in a separate account for which no timely instructions are received will be voted by most External Insurance Companies in proportion to the voting instructions timelyfor a Proposal that are received by the Insurance Companies fromwith respect to all contract owners participating in all their Registered Separate Accounts. such External Insurance Companies separate account.
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The effect of proportional voting as described above is that a small number of contract owners can determine the outcome of the voting.
6Election of Eight Trustees as
PROPOSAL — APPROVAL OF CHANGE TO THE FUND’S DIVERSIFICATION STATUS
Introduction
As a diversified fund under the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund currently has a fundamental policy substantively the same as the following: that it may not with respect to 75% of its total assets invest more than 5% of its total assets (taken at current value) in the securities of any one issuer, or invest in more than 10%Members of the outstanding voting securitiesBoard of any one issuer, except obligations issued or guaranteedTrustees of JHVIT
(All Shareholders of JHVIT)
The Board of Trustees of the Trust (the “Board” and, each member thereof, a “Trustee”) currently includes eleven (11) Trustees, including nine (9) independent Trustees (“Independent Trustees”) and two (2) non-independent Trustees (“Non-Independent Trustees”). Seven (7) of the Trustees (Peter Burgess, William Cunningham, Grace Fey, Deborah Jackson, Hassell McClellan, Steven Pruchansky, and Gregory Russo) were elected to serve on the Board at a shareholder meeting held on November 15, 2012, each as an Independent Trustee, and four (4) Trustees (Andrew G. Arnott, James R. Boyle, Marianne Harrison, and Frances G. Rathke) were appointed. The Board appointed Mr. Arnott and Ms. Harrison to serve as Non-Independent Trustees on June 20, 2017 and June 19, 2018, respectively, and Ms. Rathke to serve as Independent Trustee on September 15, 2020. In addition, although Mr. Boyle initially was designated a Non-Independent Trustee, as of March 22, 2018, he is considered an Independent Trustee.
Four additional Trustees are being presented for election at the Meeting: Noni L. Ellison, Dean Garfield, Patricia Lizarraga and Paul Lorentz. If elected by the U.S. Government, its agencies or instrumentalitiesshareholders at the Meeting, Ms. Ellison, Mr. Garfield and except securitiesMs. Lizarraga will join the Board as Independent Trustees and Mr. Lorentz will join the Board as a Non-Independent Trustee. Following the shareholder election, fifteen Trustees would comprise the Board (three Non-Independent Trustees and twelve Independent Trustees), each of other investment companies. As a fundamental policy, any change to such policy requires shareholder approval.whom would have been elected by shareholders.
At the Meeting, only current Trustees that have not been elected by shareholders and nominated Trustees will be presented for election. If the change in the Fund’s diversification status is approved by shareholders, this would result in all of the FundTrustees being elected by shareholders and would allow the Board to appoint Trustees to fill future vacancies without requiring a shareholder vote until the number of elected Trustees drops below two-thirds of all Trustees. At that time, the Board would be required to proxy shareholders to add an additional Trustee.
Current Trustees that are not nominated for election will operatecontinue to serve as a non-diversified fund. The riskmembers of operating as a non-diversified fund is that a fund could have more concentrated ownership of certain issuers than if it was a diversified fund. Concentrated ownership of issuers may make the Fund more susceptible to economic, business, political or other factors affecting the issuers in which it invests. Accordingly, a non-diversified fund may involve more risk than a diversified fund. By changing the Fund’s statusBoard. No current Trustees are proposed to be non-diversified, portfolio management will have more flexibility in managing the Fund’s investments as described herein.replaced.
Shareholders of the Fund are being asked to approveelect each of the changeindividuals nominated by the Board listed below (each, a “Nominee” and collectively, the “Nominees”) as a member of the Board of Trustees of the Trust. Four of the Nominees currently are Trustees of JHVIT and have served in that capacity continuously since originally being appointed. Four of the Nominees, Ms. Ellison, Mr. Garfield, Ms. Lizarraga, and Mr. Lorentz have not served as Trustees of the Trust. Because JHVIT is not required to and does not hold regular annual shareholder meetings, each Nominee, if elected, will hold office until his or her successor is elected and qualified or until he or she otherwise dies, retires, resigns, is removed or becomes disqualified. Trustees may be removed from the Trust (provided the aggregate number of Trustees after such removal shall not be less than one) with cause or without cause, by the action of two-thirds of the remaining Trustees or by action of two-thirds of the outstanding shares of the Trust.
At videoconference meetings held on May 24-25, 2022, the Nominating and Governance Committee of the Board considered the proposed Trustee candidates and determined to recommend the election of the Nominees to the Fund’s diversification status. full Board of the Trust. Acting on that recommendation, at videoconference meetings held on June 21-23, 2022, the Board approved those nominations and called a meeting of shareholders to allow shareholders of the Trust to vote on the election of the Nominees to the Board.
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The persons named as proxies intend, in the absence of contrary instructions, to vote all proxies for the election of the Nominees. If, prior to the Meeting, any Nominee becomes unable to serve for any reason or for good cause will not serve, the persons named as proxies reserve the right to substitute another person or persons of their choice as Nominee or Nominees. All of the Nominees have consented to being named in this proxy statement and to serve if elected. JHVIT knows of no reason why any Nominee would be unable or unwilling to serve if elected.
The business and affairs of JHVIT, including of all the Funds, are managed under the direction of the Board. As stated above, JHVIT currently has 50 separate Funds, and each Trustee oversees all Funds. In addition to the Funds, some Trustees also oversee other funds advised by the Advisor has recommendedor its affiliates (collectively with the Funds, the “John Hancock Fund Complex”).
Information Concerning Nominees
The following tables set forth certain information regarding the Nominees: Andrew G. Arnott, James R. Boyle, Marianne Harrison, Frances G. Rathke, Noni L. Ellison, Dean Garfield, Patricia Lizarraga, and Paul Lorentz. The tables present information regarding the Nominees’ principal occupations which, unless specific dates are shown, are of at least five years’ duration. In addition, the tables include information concerning other directorships held by each Nominee in other registered investment companies or publicly traded companies. Information is listed separately for each Nominee who is an “interested person” (as defined in the 1940 Act) of the Trust (each, a “Non-Independent Trustee”) and the Independent Trustees. As of December 31, 2021, the John Hancock Fund Complex consisted of 191 funds (including separate series of series mutual funds). The address of each Nominee is 200 Berkeley Street, Boston, Massachusetts 02116.
Eight Nominees Standing For Election
Non-Independent Trustees Who Are Nominees | |||
Name (Birth Year) | Current Position(s) with | Principal Occupation(s) and Other Directorships During the Past 5 Years | Number of Funds in John Hancock Fund Complex Overseen by Trustee/Nominee |
Andrew G. Arnott2 (1971) | Trustee (since 2017); President (since 2014) | Head of Wealth and Asset Management, United States and Europe, for John Hancock and Manulife (since 2018); Director and Executive Vice President, John Hancock Investment Management LLC (since 2005, including prior positions); Director and Executive Vice President, John Hancock Variable Trust Advisers LLC (since 2006, including prior positions); President, John Hancock Investment Management Distributors LLC (since 2004, including prior positions); President of various trusts within the John Hancock Fund Complex (since 2007, including prior positions). Trustee of various trusts within the John Hancock Fund Complex (since 2017). | 191 |
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Non-Independent Trustees Who Are Nominees | |||
Name (Birth Year) | Current Position(s) with | Principal Occupation(s) and Other Directorships During the Past 5 Years | Number of Funds in John Hancock Fund Complex Overseen by Trustee/Nominee |
Marianne Harrison2 (1963) | Trustee (since 2018) | President and CEO, John Hancock (since 2017); President and CEO, Manulife Canadian Division (2013–2017); Member, Board of Directors, CAE Inc. (since 2019); Member, Board of Directors, MA Competitive Partnership Board (since 2018); Member, Board of Directors, American Council of Life Insurers (ACLI) (since 2018); Member, Board of Directors, Communitech, an industry-led innovation center that fosters technology companies in Canada (2017–2019); Member, Board of Directors, Manulife Assurance Canada (2015–2017); Board Member, St. Mary’s General Hospital Foundation (2014–2017); Member, Board of Directors, Manulife Bank of Canada (2013–2017); Member, Standing Committee of the Canadian Life & Health Assurance Association (2013–2017); Member, Board of Directors, John Hancock USA, John Hancock Life & Health, John Hancock New York (2012–2013). Trustee of various trusts within the John Hancock Fund Complex (since 2018). | 191 |
Paul Lorentz2 1968 | Nominee for Trustee | Global Head, Manulife Wealth and Asset Management (since 2017); General Manager, Manulife, Individual Wealth Management and Insurance (2013-2017); President, Manulife Investments (2010-2016). | 191 |
(1) | Because the Trust is not required to and does not hold regular annual shareholder meetings, each Trustee holds office for an indefinite term until his or her successor is duly elected and qualified or until he or she dies, retires, resigns, is removed or becomes disqualified. Trustees may be removed from the Trust (provided the aggregate number of Trustees after such removal shall not be less than one) with cause or without cause, by the action of two-thirds of the remaining Trustees or by action of two-thirds of the outstanding shares of the Trust. |
(2) | The Trustee is a Non-Independent Trustee due to current or former positions with the Advisor and certain of its affiliates. |
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Independent Trustees Who Are Nominees | |||
Name (Birth Year) | Current Position(s) with JHVIT1 | Principal Occupation(s) and Other Directorships During the Past 5 Years | Number of Funds in John Hancock Fund Complex Overseen by Trustee/Nominee |
James R. Boyle (1959) | Trustee (2005-2014 and since 2015) | Foresters Financial, Chief Executive Officer (2018-2022) and board member (2017-2022). Manulife Financial and John Hancock, more than 20 years, retiring in 2012 as Chief Executive Officer, John Hancock and Senior Executive Vice President, Manulife Financial. Trustee of various trusts within the John Hancock Fund Complex (2005–2014 and since 2015). | 191 |
Frances G. Rathke (1960) | Trustee (since 2020) | Director, Audit Committee Chair, Oatly Group AB (plant-based drink company) (since 2021); Director, Audit Committee Chair and Compensation Committee Member, Green Mountain Power Corporation (since 2016); Director, Treasurer and Finance & Audit Committee Chair, Flynn Center for Performing Arts (since 2016); Director and Audit Committee Chair, Planet Fitness (since 2016); Chief Financial Officer and Treasurer, Keurig Green Mountain, Inc. (2003-retired 2015). Trustee of various trusts within the John Hancock Fund Complex (since 2020). | 191 |
Noni L. Ellison (1971) | Nominee for Trustee | Senior Vice President, General Counsel & Corporate Secretary, Tractor Supply Company (rural lifestyle retailer) (Since 2021); General Counsel, Chief Compliance Officer & Corporate Secretary, Carestream Dental, L.L.C. (2017-2021); Associate General Counsel & Assistant Corporate Secretary, W.W. Grainger, Inc. (global industrial supplier) (2015-2017); Board Member, Goodwill of North Georgia, 2018 (FY2019) - 2020 (FY2021); Board Member, Howard University School of Law Board of Visitors (since 2021); Board Member, University of Chicago Law School Board of Visitors (since 2016); Board member, Children’s Healthcare of Atlanta Foundation Board (2021–present). | 191 |
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Independent Trustees Who Are Nominees | |||
Name (Birth Year) | Current Position(s) with JHVIT1 | Principal Occupation(s) and Other Directorships During the Past 5 Years | Number of Funds in John Hancock Fund Complex Overseen by Trustee/Nominee |
Dean Garfield (1968) | Nominee for Trustee | Vice President, Netflix, Inc. (Since 2019); President & Chief Executive Officer, Information Technology Industry Council (2009-2019); NYU School of Law Board of Trustees (Since 2021); Member, U.S. Department of Transportation, Advisory Committee on Automation (Since 2021); President of the United States Trade Advisory Council (2010-2018); Board Member, College for Every Student (2017-2021); Board Member, The Seed School of Washington, D.C. (2012-2017). | 191 |
Patricia Lizarraga (1966) | Nominee for Trustee | Founder, Chief Executive Officer, Hypatia Capital Group (advisory and asset management company) (Since 2007); Independent Director, Audit Committee Chair, and Risk Committee Member, Credicorp, Ltd. (Since 2017); Independent Director, Audit Committee Chair, Banco De Credito Del Peru (Since 2017); Trustee, Museum of Art of Lima (Since 2009). | 191 |
(1) | Because the Trust is not required to and does not hold regular annual shareholder meetings, each Trustee holds office for an indefinite term until his or her successor is duly elected and qualified or until he or she dies, retires, resigns, is removed or becomes disqualified. Trustees may be removed from the Trust (provided the aggregate number of Trustees after such removal shall not be less than one) with cause or without cause, by the action of two-thirds of the remaining Trustees or by action of two-thirds of the outstanding shares of the Trust. |
Correspondence intended for any of the Trustees may be sent to the attention of the individual Trustee or to the Board that this fundamental investment restriction be changed.
The Advisor believes, based on a review of the Fund’s investment process, that the Fund and its shareholders may benefit if the Fund is operated as a “non-diversified” fund. Based on its experience and investment analysis, the Advisor believes that generally the ability for the Fund to invest more significantly in fewer securities may enhance the probability of improved performance over the long term. As a result, the Fund has, over the past few years, generally trended toward investing a larger percentage of the Fund’s assets in the securities of fewer companies.
The Board has concluded that the proposed changeat 200 Berkeley Street, Boston, Massachusetts 02116. All communications addressed to the diversification status is appropriateBoard or individual Trustees will be logged and will likely benefit the Fund and its shareholders. The Board unanimously recommends that shareholders of the Fund approve the proposed change.
If approved by the Fund’s shareholders, the changesent to the Fund’s diversification status will become effective when the Fund’s SAI is revisedBoard or
7Information Concerning Other Trustees
supplemented to reflect the change. Assuming that the proposed change is approved at the Meeting, the Fund expects to file a revision or supplement to its SAI on or about September 29, 2021.
If the proposed change is not approved by the Fund’s shareholders, the current fundamental investment restriction regarding diversification will remain in effect and the Fund will continue to be managed as a diversified fund.
Change to the Fund’s Diversification Status
The following table sets forth information concerning the Fund’s current fundamental investment restriction regarding diversification andTrustees of the proposed restriction.Trust who are not standing for election at the Meeting. All of these Trustees are Independent Trustees. The address of each Independent Trustee who is not a Nominee is 200 Berkeley Street, Boston, Massachusetts 02116.
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Trustees Not Standing For Election
Independent Trustees Who Are Not Nominees
Name (Birth Year) | Current Position(s) with JHVIT1 | Principal Occupation(s) and Other Directorships During the Past 5 Years | Number of Funds in John Hancock Fund Complex Overseen by Trustee |
Peter S. Burgess (1942) | Trustee (since 2005) | Consultant (financial, accounting, and auditing matters) (since 1999); Certified Public Accountant; Partner, Arthur Andersen (independent public accounting firm) (prior to 1999); Director, Lincoln Educational Services Corporation (2004–2021); Director, Symetra Financial Corporation (2010–2016); Director, PMA Capital Corporation (2004–2010). Trustee of various trusts within the John Hancock Fund Complex (since 2005). | 191 |
William H. Cunningham (1944) | Trustee (since 2012) | Professor, University of Texas, Austin, Texas (since 1971); former Chancellor, University of Texas System and former President of the University of Texas, Austin, Texas; Director (since 2006), Lincoln National Corporation (insurance); Director, Southwest Airlines (since 2000). Trustee of various trusts within the John Hancock Fund Complex (since 1986). | 191 |
Grace K. Fey (1946) | Trustee (since 2008) | Chief Executive Officer, Grace Fey Advisors (since 2007); Director and Executive Vice President, Frontier Capital Management Company (1988–2007); Director, Fiduciary Trust (since 2009). Trustee of various trusts within the John Hancock Fund Complex (since 2008). | 191 |
Deborah C. Jackson (1952) | Trustee (since 2012) | President, Cambridge College, Cambridge, Massachusetts (since 2011); Board of Directors, Amwell Corporation (since 2020); Board of Directors, Massachusetts Women’s Forum (2018–2020); Board of Directors, National Association of Corporate Directors/New England (2015–2020); Chief Executive Officer, American Red Cross of Massachusetts Bay (2002–2011); Board of Directors of Eastern Bank Corporation (since 2001); Board of Directors of Eastern Bank Charitable Foundation (since 2001); Board of Directors of Boston Stock Exchange (2002–2008); Board of Directors of Harvard Pilgrim Healthcare (health benefits company) (2007–2011). Trustee of various trusts within the John Hancock Fund Complex (since 2008). | 191 |
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Name (Birth Year) | Current Position(s) with JHVIT1 | Principal Occupation(s) and Other Directorships During the Past 5 Years | Number of Funds in John Hancock Fund Complex Overseen by Trustee |
Hassell H. McClellan (1945) | Trustee (since 2005) and Chairperson of the Board (since 2017) | Director/Trustee, Virtus Funds (2008–2020); Director, The Barnes Group (2010–2021); Associate Professor, The Wallace E. Carroll School of Management, Boston College (retired 2013). Trustee (since 2005) and Chairperson of the Board (since 2017) of various trusts within the John Hancock Fund Complex. | 191 |
Steven R. Pruchansky (1944) | Trustee and Vice Chairperson of the Board (since 2012) | Managing Director, Pru Realty (since 2017); Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (2014-2020); Director and President, Greenscapes of Southwest Florida, Inc. (until 2000); Member, Board of Advisors, First American Bank (until 2010); Managing Director, Jon James, LLC (real estate) (since 2000); Partner, Right Funding, LLC (2014-2017); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty Trust (until 1994); President, Maxwell Building Corp. (until 1991). Trustee (since 1992), Chairperson of the Board (2011–2012), and Vice Chairperson of the Board (since 2012) of various trusts within the John Hancock Fund Complex. | 191 |
Gregory A. Russo (1949) | Trustee (since 2012) | Director and Audit Committee Chairman (2012–2020), and Member, Audit Committee and Finance Committee (2011–2020), NCH Healthcare System, Inc. (holding company for multi-entity healthcare system); Director and Member (2012-2018), and Finance Committee Chairman (2014-2018), The Moorings, Inc. (nonprofit continuing care community); Global Vice Chairman, Risk & Regulatory Matters, KPMG LLP (KPMG) (2002–2006); Vice Chairman, Industrial Markets, KPMG (1998–2002). Trustee of various trusts within the John Hancock Fund Complex (since 2008). | 191 |
(1) | Because the Trust is not required to and does not hold regular annual shareholder meetings, each Trustee holds office for an indefinite term until his or her successor is duly elected and qualified or until he or she dies, retires, resigns, is removed or becomes disqualified. Trustees may be removed from the Trust (provided the aggregate number of Trustees after such removal shall not be less than one) with cause or without cause, by the action of two-thirds of the remaining Trustees or by action of two-thirds of the outstanding shares of the Trust. |
Principal Officers Who Are Not Trustees or Nominees
The following table presents information regarding the current principal officers of JHVIT who are neither current Trustees nor Nominees, including their principal occupations which, unless specific dates are shown, are of at least five years’ duration. Each of the officers is an affiliated person of the Advisor. Each such officer’s business address is 200 Berkeley Street, Boston, Massachusetts 02116.
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Name (Birth Year) | Positions With JHVIT1 | Principal Occupation(s) During the Past 5 Years | ||
(1957) | Chief Financial Officer (since 2007) |
| ||
Salvatore Schiavone (1965) | Treasurer (since 2012) | Assistant Vice President, John Hancock Financial Services (since 2007); Vice President, John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC (since 2007); Treasurer of various trusts within the John Hancock Fund | ||
Christopher (Kit) Sechler (1973) | Secretary and Chief Legal Officer (since 2018) | Vice President and Deputy Chief Counsel, John Hancock Investment Management (since 2015); Assistant Vice President and Senior Counsel (2009–2015), John Hancock Investment Management; Assistant Secretary of John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC (since 2009); Chief Legal Officer and Secretary of various trusts within the | ||
Trevor Swanberg (1979) | Chief Compliance Officer (since 2020) | Chief Compliance Officer John Hancock Investment Management LLC and |
Discussion(1) Each officer holds office for an indefinite term until his or her successor is duly elected and qualified or until her or she dies, retires, resigns, is removed or becomes disqualified.
Currently, the President, Treasurer and Secretary of Proposal. A fundJHVIT are furnished to JHVIT pursuant to the Advisory Agreement and receive no compensation from JHVIT. These officers spend only a portion of their time on the affairs of JHVIT.
Additional Information about the Trustees and Nominees
In addition to the description of each Trustee’s or Nominee’s Principal Occupation(s) and Other Directorships set forth above, the following provides further information about each Trustee’s and Nominee’s specific experience, qualifications, attributes or skills with respect to each Trust. The information in this section should not be understood to mean that any of the Trustees or Nominees is non-diversified typically may investan “expert” within the meaning of the federal securities laws.
The Board believes that the different perspectives, viewpoints, professional experience, education, and individual qualities of each Trustee or Nominee represent a higher percentagediversity of experiences and a variety of complementary skills and expertise. Each Trustee and four of the Nominees have experience as board members. Mr. Arnott, Mr. Boyle, Ms. Harrison, and Ms. Rathke have experience as a Trustees of John Hancock funds. It is the Trustees’ belief that this allows the Board, as a whole, to oversee the business of
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the Funds and the other funds in the John Hancock Fund Complex in a manner consistent with the best interests of the Funds’ shareholders. When considering potential nominees to fill vacancies on the Board, and as part of its assets inannual self-evaluation, the securitiesBoard reviews the mix of a smaller numberskills and other relevant experiences of issuers, may invest more of its assets in the securities of a single issuer,Trustees.
Independent Trustees Standing for Election and may be affected more than a diversified fund by changesNominees
James R. Boyle – Mr. Boyle has high-level executive, financial, operational, governance, regulatory and leadership experience in the financial services industry, including in the development and management of registered investment companies, variable annuities, retirement and insurance products. Mr. Boyle is the former President and CEO of a large international fraternal life insurance company and is the former President and CEO of multi-line life insurance and financial services companies. Mr. Boyle began his career as a Certified Public Accountant with Coopers & Lybrand.
Frances G. Rathke – Through her former positions in senior financial roles, as a former Certified Public Accountant, and as a consultant on strategic and financial matters, Ms. Rathke has experience as a leader overseeing, conceiving, implementing, and analyzing strategic and financial growth plans, and financial statements. Ms. Rathke also has experience in the auditing of financial statements and related materials. In addition, she has experience as a director of various organizations, including a publicly traded company and a non-profit entity.
Noni L. Ellison – As a senior vice president, general counsel, and corporate secretary with over 25 years of executive leadership experience, Ms. Ellison has extensive management and business expertise in legal, regulatory, compliance, operational, quality assurance, international, finance and governance matters.
Dean Garfield – As a former president and chief executive officer of a leading international company, Mr. Garfield has significant global executive operational, governance, regulatory, and leadership experience. He also has experience as a leader overseeing and implementing global public policy matters including strategic initiatives.
Patricia Lizarraga – Through her current positions as an independent board director, audit committee chair, and chief executive officer of an investment advisory firm, Ms. Lizarraga has expertise in financial services and investment matters, and operational and risk oversight. As former governance committee chair, Ms. Lizarraga has a strong understanding of corporate governance and the regulatory frameworks of the investment management industry.
Independent Trustees Not Standing for Election
Peter S. Burgess – As a financial consultant, Certified Public Accountant, and former partner in a major international public accounting firm, Mr. Burgess has experience in the auditing of financial services companies and mutual funds. He also has experience as a director of publicly traded operating companies.
William H. Cunningham – Mr. Cunningham has management and operational oversight experience as a former Chancellor and President of a major university. Mr. Cunningham regularly teaches a graduate course in corporate governance at the law school and at the Red McCombs School of Business at The University of Texas at Austin. He also has oversight and corporate governance experience as a current and former director of a number of operating companies, including an insurance company.
Grace K. Fey – Ms. Fey has significant governance, financial services, and asset management industry expertise based on her extensive non-profit board experience, as well as her experience as a consultant to non-profit and corporate boards, and as a former director and executive of an investment management firm.
Deborah C. Jackson – Ms. Jackson has leadership, governance, management, and operational oversight experience as the lead director of a large bank, president of a college, and as the former chief executive officer of a major charitable organization. She also has expertise in financial services matters and oversight and corporate governance experience as a current and former director of various other corporate organizations, including an insurance company, a regional stock exchange, a telemedicine company, and non-profit entities.
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Hassell H. McClellan – As a former professor of finance and policy in the graduate management department of a major university, a director of a public company, and as a former director of several privately held companies, Mr. McClellan has experience in corporate and financial matters. He also has experience as a director of other investment companies not affiliated with the Trust.
Steven R. Pruchansky – Mr. Pruchansky has entrepreneurial, executive and financial experience as a senior officer and chief executive of business in the retail, service and distribution companies and a current and former director of real estate and banking companies.
Gregory A. Russo – As a retired Certified Public Accountant, Mr. Russo served as a partner and Global Vice Chairman in a major independent registered public accounting firm, as well as a member of its geographic boards of directors and International Executive Team. As a result of Mr. Russo’s diverse global responsibilities, he possesses accounting, finance and executive operating experience.
Non-Independent Trustees Standing for Election and Nominee
Andrew G. Arnott – Through his positions as Executive Vice President of John Hancock Financial Services; Director and Executive Vice President John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC; President of John Hancock Investment Management Distributors LLC; and President of the John Hancock Fund Complex, Mr. Arnott has experience in the management of investments, registered investment companies, variable annuities and retirement products, enabling him to provide management input to the Board.
Marianne Harrison – Through her position as President and CEO, John Hancock, and previous experience as President and CEO, Manulife Canadian Division, President and General Manager for John Hancock Long-Term Care Insurance, and Executive Vice President and Controller for Manulife, Ms. Harrison has experience as a strategic business builder expanding product offerings and distribution, enabling her to provide management input to the Board.
Paul Lorentz – Through his position as Global Head of Manulife Wealth and Asset Management, Mr. Lorentz has experience with retirement, retail and asset management solutions offered by Manulife worldwide, enabling him to provide management input to the Board.
Duties of Trustees; Committee Structure
JHVIT is organized as a Massachusetts business trust. Under JHVIT’s Declaration of Trust, the Trustees are responsible for managing the affairs of JHVIT, including the appointment of advisors and subadvisors. Each Trustee and Nominee has the experience, skills, attributes or qualifications described above (see “Principal Occupation(s) and Other Directorships” and “Additional Information About the Trustees and Nominees” above). The Board appoints officers who assist in managing the day-to-day affairs. The Board met six times during JHVIT’s last fiscal year ending December 31, 2021.
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The Board has appointed an Independent Trustee as Chairperson. The Chairperson presides at meetings of the Trustees and may call meetings of the Board and any Board committee whenever he deems it necessary. The Chairperson participates in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairperson also acts as a liaison with the Funds’ management, officers, attorneys, and other Trustees generally between meetings. The Chairperson may perform such other functions as may be requested by the Board from time to time. The Board also has designated a Vice Chairperson to serve in the absence of the Chairperson. Except for any duties specified in JHVIT’s Statement of Additional Information or pursuant to JHVIT’s Declaration of Trust or By-laws, or as assigned by the Board, the designation of a Trustee as Chairperson or Vice Chairperson does not impose on that Trustee any duties, obligations or liability that are greater than the duties, obligations or liability imposed on any other Trustee, generally. The Board has designated a number of standing committees as further described below, each of which has a Chairperson. The Board also may designate working groups or ad hoc committees as it deems appropriate.
The Board believes that this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees or working groups of Trustees and the full Board in a manner that enhances effective oversight. The Board considers leadership by an Independent Trustee as Chairperson to be integral to promoting effective independent oversight of the Funds’ operations and meaningful representation of the shareholders’ interests, given the specific characteristics and circumstances of the Funds. The Board also believes that having a super-majority of Independent Trustees is appropriate and in the best interest of the Funds’ shareholders. Nevertheless, the Board also believes that having interested persons serve on the Board brings corporate and financial viewpoints that are, in the Board’s view, helpful elements in its decision-making process. In addition, the Board believes that Ms. Harrison and Messrs. Arnott and Boyle, as current or former senior executives of the Advisor and the Distributor (or of their parent company, MFC), and of other affiliates of the Advisor and the Distributor, provide the Board with the perspective of the Advisor and the Distributor in managing and sponsoring all of the Trust’s series. The leadership structure of the Board may be changed, at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of each Trust.
Board Committees
The Board has established an Audit Committee; Compliance Committee; Contracts, Legal & Risk Committee; Investment Committee; and Nominating and Governance Committee. The current membership of each committee is set forth below.
Audit Committee. The Board has a standing Audit Committee composed solely of Independent Trustees (Messrs. Burgess and Cunningham and Ms. Rathke). Ms. Rathke serves as Chairperson of this Committee. This Committee reviews the internal and external accounting and auditing procedures of the Trusts and, among other things, considers the selection of an independent registered public accounting firm for the Trusts, approves all significant services proposed to be performed by their independent registered public accounting firm(s) and considers the possible effect of such services on their independence. Mr. Burgess has been designated by the Board as an “audit committee financial expert”, as defined in the SEC rules. This Committee met four times during the fiscal year ended December 31, 2021.
Compliance Committee. The Board also has a standing Compliance Committee (Mses. Fey and Jackson). Ms. Fey serves as Chairperson of this Committee. This Committee reviews and makes recommendations to the full Board regarding certain compliance matters relating to the Trust. This Committee met four times during the fiscal year ended December 31, 2021.
Contracts, Legal & Risk Committee. The Board also has a standing Contracts, Legal & Risk Committee (Messrs. Boyle, Pruchansky, and Russo). Mr. Russo serves as Chairperson of this Committee. This Committee oversees the initiation, operation, and renewal of the various contracts between the Trust and other entities. These contracts include advisory and subadvisory agreements, custodial and transfer agency agreements and arrangements with other service providers. The Committee also reviews the significant legal
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affairs of the Funds, as well as any significant regulatory and legislative actions or proposals affecting or relating to the Funds or their service providers. The Committee also assists the Board in its oversight role with respect to the processes pursuant to which the Advisor and the subadvisors identify, manage and report the various risks that affect or could affect the Funds. This Committee met four times during the fiscal year ended December 31, 2021.
Investment Committee. The Board also has an Investment Committee composed of all of the Trustees. The Investment Committee has four subcommittees with the Trustees divided among the four subcommittees (each, an “Investment Sub-Committee”). Ms. Jackson and Messrs. Boyle, Cunningham, and Pruchansky serve as Chairpersons of the Investment Sub-Committees. Each Investment Sub-Committee reviews investment matters relating to a particular group of funds in the John Hancock Fund Complex and coordinates with the full Board regarding investment matters. The Investment Committee met five times during the fiscal year ended December 31, 2021.
Nominating and Governance Committee. The Board also has a Nominating and Governance Committee composed of all of the Independent Trustees. This Committee will consider nominees recommended by Trust shareholders. Nominations should be forwarded to the attention of the Secretary of the Trust at 200 Berkeley Street, Boston, Massachusetts 02116. Any shareholder nomination must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in order to be considered by this Committee. This Committee met five times during the fiscal year ended December 31, 2021.
Shareholder nominations may be submitted to the Secretary of the Trust who will then forward the nominations to the Chairman of the Nominating and Governance Committee. Any shareholder nomination must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Exchange Act in order to be considered by the Nominating and Governance Committee. In evaluating a nominee recommended by a shareholder, the Nominating and Governance Committee, in addition to the criteria discussed above, may consider the objectives of the shareholder in submitting that nomination and whether such objectives are consistent with the interests of all shareholders. If the Board determines to include a shareholder’s candidate among the slate of its designated nominees, the candidate’s name will be placed on the Trust’s proxy card. If the Board determines not to include such candidate among its designated nominees, and the shareholder has satisfied the requirements of Rule 14a-8, the shareholder’s candidate will be treated as a nominee of the shareholder who originally nominated the candidate. In that case, the candidate will not be named on the proxy card distributed with the Trust’s proxy statement.
As noted in Exhibit A, while the re-nomination of existing Trustees will not be viewed as automatic, the Nominating and Governance Committee will generally favor the re-nomination of an existing Trustee rather than a new candidate if the re-nomination is consistent with the “Statement of Policy on Criteria for Selecting Independent Trustees” set forth in Annex A to Exhibit A. Consequently, while the Nominating and Governance Committee will consider nominees recommended by shareholders to serve as trustees, the Nominating and Governance Committee may only act upon such recommendations if there is a vacancy on the Board, or the Nominating and Governance Committee determines that the selection of a new or additional Trustee is in the best interests of the Trust. In the event that a vacancy arises or a change in the Board membership is determined to be advisable, the Nominating and Governance Committee will, in addition to any shareholder recommendations, consider candidates identified by other means as discussed in Exhibit A.
Annually, the Board evaluates its performance and that of its Committees, including the effectiveness of the Board’s Committee structure.
Risk Oversight
As registered investment companies, the Funds are subject to a variety of risks, including investment risks (such as, among others, market risk, credit risk and interest rate risk), financial risks (such as, among others, settlement risk, liquidity risk and valuation risk), compliance risks, and operational risks. As a part of its overall activities, the Board oversees the Funds’ risk management activities that are implemented by the Advisor, the Funds’ CCO and other service providers to the Funds. The Advisor has
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primary responsibility for the Funds’ risk management on a day-to-day basis as a part of its overall responsibilities. Each Fund’s subadvisor, subject to oversight of the Advisor, is primarily responsible for managing investment and financial risks as a part of its day-to-day investment responsibilities, as well as operational and compliance risks at its firm. The Advisor and the CCO also assist the Board in overseeing compliance with investment policies of the Funds and regulatory requirements and monitor the implementation of the various compliance policies and procedures approved by the Board as a part of its oversight responsibilities.
The Advisor identifies to the Board the risks that it believes may affect the Funds and develops processes and controls regarding such risks. However, risk management is a complex and dynamic undertaking and it is not always possible to comprehensively identify and/or mitigate all such risks at all times since risks are at times impacted by external events. In discharging its oversight responsibilities, the Board considers risk management issues throughout the year with the assistance of its various Committees as described below. Each Committee meets at least quarterly and presents reports to the Board, which may prompt further discussion of issues concerning the oversight of the Funds’ risk management. The Board as a whole also reviews written reports or presentations on a variety of risk issues as needed and may discuss particular risks that are not addressed in the Committee process.
The Board has established an Investment Committee, which consists of four Investment Sub-Committees. Each Investment Sub-Committee assists the Board in overseeing the significant investment policies of the relevant Funds and the performance of their subadvisors. The Advisor monitors these policies and subadvisor activities and may recommend changes in connection with the Funds to each relevant Investment Sub-Committee in response to subadvisor requests or other circumstances. On at least a quarterly basis, each Investment Sub-Committee reviews reports from the Advisor regarding the relevant Funds’ investment performance, which include information about investment and financial risks and how they are managed, and from the CCO or his/her designee regarding subadvisor compliance matters. In addition, each Investment Sub-Committee meets periodically with the portfolio managers of the Funds’ subadvisors to receive reports regarding management of the Funds, including with respect to risk management processes.
The Audit Committee assists the Board in reviewing with the independent auditors, at various times throughout the year, matters relating to the Funds’ financial reporting. In addition, this Committee oversees the process of each Fund’s valuation of its portfolio securities, assisted by the Funds’ Pricing Committee (composed of officers of the Trust), which calculates fair value determinations pursuant to procedures adopted by the Board.
The Compliance Committee assists the Board in overseeing the activities of the Trust’s CCO with respect to the compliance programs of the Funds, the Advisor, the subadvisors, and certain of the Funds’ other service providers (the Distributor and transfer agent). This Committee and the Board receive and consider periodic reports from the CCO throughout the year, including the CCO’s annual written report, which, among other things, summarizes material compliance issues that arose during the previous year and any remedial action taken to address these issues, as well as any material changes to the compliance programs.
The Contracts, Legal & Risk Committee assists the Board in its oversight role with respect to the processes pursuant to which the Advisor and the subadvisors identify, assess, manage and report the various risks that affect or could affect the Funds. This Committee reviews reports from the Funds’ Advisor on a periodic basis regarding the risks facing the Funds, and makes recommendations to the Board concerning risks and risk oversight matters as the Committee deems appropriate. This Committee also coordinates with the other Board Committees regarding risks relevant to the other Committees, as appropriate.
In addressing issues regarding the Funds’ risk management between meetings, appropriate representatives of the Advisor communicate with the Chairperson of the Board, the relevant Committee Chair, or the Trust’s CCO, who is directly accountable to the Board. As appropriate, the Chairperson of the Board, the Committee Chairs and the Trustees confer among themselves, with the Trust’s CCO, the Advisor, other service providers, external fund counsel, and counsel to the Independent Trustees, to identify and review risk management issues that may be placed on the full Board’s agenda and/or that of an appropriate Committee for review and discussion.
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In addition, in its annual review of the Funds’ advisory, subadvisory and distribution agreements, the Board reviews information provided by the Advisor, the subadvisors, and the Distributor relating to their operational capabilities, financial condition, risk management processes and resources.
The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.
The Advisor also has its own, independent interest in risk management. In this regard, the Advisor has appointed a Risk and Investment Operations Committee, consisting of senior personnel from each of the Advisor’s functional departments. This Committee reports periodically to the Board and the Contracts, Legal & Risk Committee on risk management matters. The Advisor’s risk management program is part of the overall risk management program of John Hancock, the Advisor’s parent company. John Hancock’s Chief Risk Officer supports the Advisor’s risk management program, and at the Board’s request will report on risk management matters.
Compensation of Trustees
The Trust pays fees to its Independent Trustees. Trustees are reimbursed for travel and other out-of-pocket expenses. The following tables show the compensation paid to each Independent Trustee for his or her service as a Trustee for the most recent fiscal years. Each Independent Trustee receives in the aggregate from the Trust and the other open-end funds in the John Hancock Fund Complex an annual retainer of $265,000, a fee of $22,000 for each regular meeting of the Trustees (in person or via videoconference or teleconference) and a fee of $5,000 for each special meeting of the Trustees (in person or via videoconference or teleconference). The Chairperson of the Board receives an additional retainer of $180,000. The Vice Chairperson of the Board receives an additional retainer of $20,000. The Chairperson of each of the Audit Committee, Compliance Committee, and Contracts, Legal & Risk Committee receives an additional $40,000 retainer. The Chairperson of each Investment Sub-Committee receives an additional $20,000 retainer.
The following table shows the compensation paid to each Trustee for his or her service as a trustee during JHVIT’s fiscal year ended December 31, 2021. In this table, the amount shown for each of Noni L. Ellison, Dean Garfield, and Patricia Lizarraga for certain periods is “None” since each of these individuals was not yet a member of the Board. JHVIT does not have a pension, retirement or deferred compensation plan for any of its Trustees or officers.
Independent Trustees | Aggregate Compensation from the Trust for Fiscal Year Ended December 31, 2021 | Total Compensation from John Hancock Fund Complex for Fiscal Year Ended December 31, 2021 |
Charles L. Bardelis1 | $102,994 | $420,000 |
James R. Boyle | $102,994 | $420,000 |
Peter S. Burgess | $108,532 | $440,000 |
William H. Cunningham | $102,994 | $420,000 |
Grace K. Fey | $108,532 | $440,000 |
Deborah C. Jackson | $102,994 | $420,000 |
Hassell H. McClellan | $141,761 | $560,000 |
James M. Oates2 | $43,626 | $177,000 |
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Independent Trustees | Aggregate Compensation from the Trust for Fiscal Year Ended December 31, 2021 | Total Compensation from John Hancock Fund Complex for Fiscal Year Ended December 31, 2021 |
Steven R. Pruchansky | $102,994 | $420,000 |
Frances G. Rathke | $96,104 | $395,000 |
Gregory A. Russo | $108,532 | $440,000 |
Noni L. Ellison | None | None |
Dean Garfield | None | None |
Patricia Lizarraga | None | None |
Interested Trustee | ||
Andrew G. Arnott | $0 | $0 |
Marianne Harrison | $0 | $0 |
Paul Lorentz | None | None |
(1) Mr. Bardelis retired as Trustee effective December 31, 2021.
(2) Mr. Oates retired as Trustee effective April 30, 2021.
Trustee Ownership of Shares of the Funds
The table below sets forth the dollar range of the value of the shares of each Fund, and the dollar range of the aggregate value of the shares of all funds in the John Hancock Fund Complex overseen by a Trustee, owned beneficially by the Trustees as of December 31, 2021. The table lists only those Funds in which one or more of the Trustees own shares. For purposes of this table, beneficial ownership is defined to mean a direct or indirect pecuniary interest. Trustees may not own shares of the Funds directly; they may own shares beneficially through variable insurance contracts.
Fund/Trustees | Arnott | Boyle | Burgess | Cunningham | Fey | Harrison | Jackson |
500 Index Trust | $1 - 10,000 | None | None | None | None | None | None |
Active Bond Trust | None | None | None | None | None | None | None |
American Asset Allocation Trust | None | None | None | None | None | None | None |
American Global Growth Trust | None | None | None | None | None | None | None |
American Growth Trust | None | None | None | None | None | None | None |
American Growth-Income Trust | None | None | None | None | None | None | None |
American International Trust | None | None | None | None | None | None | None |
Blue Chip Growth Trust | None | None | None | None | None | None | None |
Capital Appreciation Trust | None | None | None | None | None | None | None |
Capital Appreciation Value Trust | None | None | None | None | None | None | None |
Core Bond Trust | None | None | None | None | None | None | None |
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Fund/Trustees | Arnott | Boyle | Burgess | Cunningham | Fey | Harrison | Jackson |
Disciplined Value International Trust | None | None | None | None | None | None | None |
Emerging Markets Value Trust | None | None | None | None | None | None | None |
Equity Income Trust | None | None | None | None | None | None | None |
Financial Industries Trust | None | None | None | None | None | None | None |
Fundamental All Cap Core Trust | None | None | None | None | None | None | None |
Fundamental Large Cap Value Trust | None | None | None | None | None | None | None |
Global Equity Trust (formerly Global Trust) | None | None | None | None | None | None | None |
Health Sciences Trust | None | None | $50,001 - $100,000 | None | None | None | None |
High Yield Trust | None | None | None | None | None | None | None |
International Equity Index Trust | $1 - $10,000 | None | None | None | None | None | None |
International Small Company Trust | None | None | None | None | None | None | None |
Investment Quality Bond Trust | None | None | None | None | None | None | None |
Lifestyle Balanced Portfolio | None | None | None | None | None | None | None |
Lifestyle Conservative Portfolio | None | None | None | None | None | None | None |
Lifestyle Growth Portfolio | None | Over $100,000 | None | Over $100,000 | None | None | None |
Lifestyle Moderate Portfolio | None | None | None | None | None | None | None |
Managed Volatility Balanced Portfolio | None | None | None | None | Over $100,000 | None | None |
Managed Volatility Conservative Portfolio | None | None | None | None | None | None | None |
Managed Volatility Growth Portfolio | None | None | $10,001 - $50,000 | None | None | None | None |
Managed Volatility Moderate Portfolio | None | None | None | None | None | None | None |
Mid Cap Growth Trust | None | None | $10,001 - $50,000 | None | None | None | None |
Mid Cap Index Trust | $1 - $10,000 | None | None | None | None | None | None |
Mid Value Trust | None | None | None | None | None | None | None |
Money Market Trust | None | None | None | None | None | None | None |
Opportunistic Fixed Income Trust | None | None | None | None | None | None | None |
Real Estate Securities Trust | None | None | None | None | None | None | None |
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Fund/Trustees | Arnott | Boyle | Burgess | Cunningham | Fey | Harrison | Jackson |
Science & Technology Trust | None | None | Over $100,000 | None | None | None | None |
Select Bond Trust | None | None | None | None | None | None | None |
Short Term Government Income Trust | None | None | None | None | None | None | None |
Small Cap Index Trust | $1 - $10,000 | None | None | None | None | None | None |
Small Cap Opportunities Trust | None | None | None | None | None | None | None |
Small Cap Stock Trust | None | None | $10,001 - $50,000 | None | None | None | None |
Small Cap Value Trust | None | None | None | None | None | None | None |
Small Company Value Trust | None | None | None | None | None | None | None |
Strategic Equity Allocation Trust | None | None | None | None | None | None | None |
Strategic Income Opportunities Trust | None | None | None | None | None | None | None |
Total Bond Market Trust | None | None | None | None | None | None | None |
Total Stock Market Index Trust | None | None | None | None | None | None | None |
Ultra Short Term Bond Trust | None | None | None | None | None | None | None |
Total - John Hancock Funds Complex | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 |
Fund/Trustees | McClellan | Pruchansky | Rathke | Russo | Ellison | Garfield | Lizarraga | Lorentz |
500 Index Trust | None | None | None | None | None | None | None | None |
Active Bond Trust | None | None | None | None | None | None | None | None |
American Asset Allocation Trust | None | None | None | None | None | None | None | None |
American Global Growth Trust | None | None | None | None | None | None | None | None |
American Growth Trust | None | None | None | None | None | None | None | None |
American Growth-Income Trust | None | None | None | None | None | None | None | None |
American International Trust | None | None | None | None | None | None | None | None |
Blue Chip Growth Trust | None | None | None | None | None | None | None | None |
Capital Appreciation Trust | None | None | None | None | None | None | None | None |
Capital Appreciation Value Trust | None | None | None | None | None | None | None | None |
Core Bond Trust | None | None | None | None | None | None | None | None |
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Fund/Trustees | McClellan | Pruchansky | Rathke | Russo | Ellison | Garfield | Lizarraga | Lorentz |
Disciplined Value International Trust | None | None | None | None | None | None | None | None |
Emerging Markets Value Trust | None | None | None | None | None | None | None | None |
Equity Income Trust | None | None | None | None | None | None | None | None |
Financial Industries Trust | $10,001 - $50,000 | None | None | None | None | None | None | None |
Fundamental All Cap Core Trust | None | None | None | None | None | None | None | None |
Fundamental Large Cap Value Trust | None | None | None | None | None | None | None | None |
Global Equity Trust (formerly Global Trust) | $10,001 - $50,000 | None | None | None | None | None | None | None |
Health Sciences Trust | None | None | None | None | None | None | None | None |
High Yield Trust | None | None | None | None | None | None | None | None |
International Equity Index Trust | None | None | None | None | None | None | None | None |
International Small Company Trust | None | None | None | None | None | None | None | None |
Investment Quality Bond Trust | None | None | None | None | None | None | None | None |
Lifestyle Balanced Portfolio | None | None | None | None | None | None | None | None |
Lifestyle Conservative Portfolio | None | None | None | None | None | None | None | None |
Lifestyle Growth Portfolio | None | None | None | None | None | None | None | None |
Lifestyle Moderate Portfolio | None | None | None | None | None | None | None | None |
Managed Volatility Balanced Portfolio | None | None | None | None | None | None | None | None |
Managed Volatility Conservative Portfolio | None | None | None | None | None | None | None | None |
Managed Volatility Growth Portfolio | $10,001 - $50,000 | None | None | None | None | None | None | None |
Managed Volatility Moderate Portfolio | None | None | None | None | None | None | None | None |
Mid Cap Growth Trust | None | None | None | None | None | None | None | None |
Mid Cap Index Trust | None | None | None | None | None | None | None | None |
Mid Value Trust | None | None | None | None | None | None | None | None |
Money Market Trust | None | None | None | None | None | None | None | None |
Opportunistic Fixed Income Trust | None | None | None | None | None | None | None | None |
Real Estate Securities Trust | None | None | None | None | None | None | None | None |
Science & Technology Trust | None | None | None | None | None | None | None | None |
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Fund/Trustees | McClellan | Pruchansky | Rathke | Russo | Ellison | Garfield | Lizarraga | Lorentz |
Select Bond Trust | None | None | None | None | None | None | None | None |
Short Term Government Income Trust | None | None | None | None | None | None | None | None |
Small Cap Index Trust | None | None | None | None | None | None | None | None |
Small Cap Opportunities Trust | None | None | None | None | None | None | None | None |
Small Cap Stock Trust | None | None | None | None | None | None | None | None |
Small Cap Value Trust | None | None | None | None | None | None | None | None |
Small Company Value Trust | $50,001 - $100,000 | None | None | None | None | None | None | None |
Strategic Equity Allocation Trust | None | None | None | None | None | None | None | None |
Strategic Income Opportunities Trust | None | None | None | None | None | None | None | None |
Total Bond Market Trust | None | None | None | None | None | None | None | None |
Total Stock Market Index Trust | None | None | None | None | None | None | None | None |
Ultra Short Term Bond Trust | None | None | None | None | None | None | None | None |
Total - John Hancock Funds Complex | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | None | None | None | None |
Material Relationships of the Independent Trustees
As of December 31, 2021, none of the Independent Trustees, nor any immediate family member, owned shares of the Advisor or a principal underwriter of the Funds, nor does any such person own shares of a company controlling, controlled by or under common control with the Advisor or a principal underwriter of the Funds.
There have been no transactions by the Funds since the beginning of the Funds’ last two fiscal years, nor are there any transactions currently proposed in which the amount exceeds $120,000, and in which any Independent Trustee of the Funds or any immediate family members has or will have a direct or indirect material interest, nor have any of the foregoing persons been indebted to the Funds in an amount in excess of $120,000 at any time since that date.
No Independent Trustee, nor any immediate family member, has had in the past five years, any direct or indirect interest, the value of which exceeds $120,000, in the Advisor, a principal underwriter of the Funds or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Advisor or principal underwriter of the Funds. Moreover, no Independent Trustee or his or her immediate family member has, or has had in the last two fiscal years of the Funds, any direct or indirect relationships or material interest in any transaction or in any currently proposed transaction, in which the amount involved exceeds $120,000, in which the following persons were or are a party: the Funds, an officer of a Trust, any investment company sharing the same investment advisor or principal underwriter as the Funds or any officer of such a company, any investment advisor or principal underwriter of the Funds or any officer of such a party, any person directly or indirectly controlling, controlled by or under common control with the investment advisor or principal underwriter of the Funds, or any officer of such a person.
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Within the last two completed fiscal years of the Funds, no officer of any one issuerinvestment advisor or byprincipal underwriter of the financial markets’ assessmentFunds or of any person directly or indirectly controlling, controlled by or under common control with, the investment advisor or principal underwriter of the Funds, has served as a director on a board of a company where any of the Independent Trustees or Nominees, or immediate family members of such issuers.persons, has served as an officer.
Legal Proceedings
There are no material pending legal proceedings to which any Trustee or affiliated person is a party adverse to the Funds or any of their affiliated persons or has a material interest adverse to the Funds or any of their affiliated persons. In addition, there have been no legal proceedings that are material to an evaluation of the ability or integrity of any Trustee or executive officer of the Funds within the past five years.
Required Vote
Shareholders of record and variable insurance and annuity contract owners eligible to give voting instructions at 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 the Trust at the close of business on that date present by phone or by proxy will constitute a quorum for the Meeting. For Proposal 1, Trustees are elected by a plurality of the votes cast by holders of shares of JHVIT present by phone or represented by proxy at the Meeting. A vote of a “plurality” of shares means that a Nominee would only need to receive more “yes” votes than a competing candidate to be elected to the Board. Since each Nominee is running unopposed, each Nominee effectively needs only one vote to be elected if a quorum is present at the Meeting.
The Board, including all the Independent Trustees, recommends that shareholders of JHVIT vote “FOR” all the nominees.
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Approval of Amendment to Declaration of Trust Increasing
Time Permitted Between Record Date and Shareholder Meeting
(All Funds)
Introduction
At its videoconference meetings held on June 21-23, 2022, the Board, including all of the Independent Trustees, unanimously determined that it would be in the best interests of JHVIT and its shareholders (as well as contract owners whose contract values are invested in shares of JHVIT) to amend JHVIT’s Declaration of Trust to increase the amount of time permitted between a record date and a shareholder meeting from sixty (60) days to ninety (90) days.
Background
Under corporate law, a “record date” is a cut-off date established by a company like JHVIT to determine the shareholders who are entitled to participate and vote in a shareholder meeting and the number of shares owned by or attributable to such shareholders at the shareholder meeting. For example, if a company selected November 1 as a record date, all investors owning shares of the company on November 1 would constitute “owners of record” and would be entitled to participate and vote in the shareholder meeting. Any investor purchasing shares after November 1 would not be entitled to participate and vote in the shareholder meeting if it did not previously own any shares in the company. Moreover, any owner of record who purchased additional shares following the record date would not be able to vote its additional shares and would be limited to voting the shares it owned as of the record date. Similarly, any owner of record who disposed of some or all of its shares following the record date would nevertheless be entitled to vote all of its shares as of the record date.
Record dates serve an important administrative function in identifying shareholders and their interests at a given time. They are critical in allowing companies like JHVIT to conduct business such as shareholder meetings by ensuring shareholder votes with fair and predictable processes. They also increase participation in shareholder votes by allowing companies to notify owners of record of a vote in advance, and they allow shareholders to make more informed voting decisions by providing them with sufficient time to consider proposals.
Proposal
JHVIT’s Declaration of Trust currently requires that the Board of Trustees select a record date that is no more than sixty (60) days before a shareholder meeting or any other action for which shareholders are entitled to notice and a vote or to be treated as shareholders of record. JHVIT is proposing to extend the permissible period between the record date and meeting date both for administrative ease and to allow shareholders additional opportunity to determine how and to what extent to participate in the voting process. Extending the notice period to ninety (90) days allows JHVIT to more thoroughly solicit shareholder voting instructions and cut down on potential additional costs to the Funds incurred in connection with potentially adjourning a meeting or mailing additional solicitations. The amendment would not modify the Declaration of Trust or its provisions related to record dates in any other way.
If this Proposal is approved by shareholders, Article V, Section 5.5, which addresses “Record Dates,” will be amended to provide substantially as follows (new language is bolded and deleted language isstricken):
Section 5.5 Record Dates. For the purpose of determining the Shareholders who are entitled to notice of and to vote or act at any meeting or any adjournment thereof, or who are entitled to
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receive any dividend or distribution, or for the purpose of any other action, the Trustees may from time to time close the transfer books for such period, not exceeding 30 days (except at or in connection with the termination of the Trust), as the Trustees may determine; or without closing the transfer books, the Trustees may fix a date and time not more than6090 days prior to the date of any meeting of Shareholders or other action as the date and time of record for the determination of Shareholders entitled to notice of and to vote at such meeting or any adjournment thereof or to be treated as Shareholders of record for purposes of such other action, and any Shareholder who was a Shareholder at the date and time so fixed shall be entitled to vote at such meeting or any adjournment thereof or to be treated as a Shareholder of record for purposes of such other action, even though he has since that date and time disposed of his Shares, and no Shareholder becoming such after that date and time shall be so entitled to vote at such meeting or any adjournment thereof or to be treated as a Shareholder of record for purposes of such other action.
Required Vote
For Proposal 2, approval of the proposed amendment to the Declaration of Trust will require the affirmative vote of a Majority of the Outstanding Voting Securities of the Fund, as defined below.
In this Proxy Statement, the term “Majority of the Outstanding Voting Securities”securities” of the Fund meansTrust (as defined above under the heading “Voting Procedures - Quorum; Definition of Majority of Outstanding Voting Securities”). Shares of the Trust will be voted in the aggregate and not by series of shares with respect to the Proposal.
If Proposal 2 is not approved, this amendment will not be made to the Declaration of Trust.
The Board, including all the Independent Trustees, recommends that shareholders of JHVIT vote “FOR” Proposal 2.
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Approval of Amendment to Declaration of Trust
Modifying Declaration of Trust Amendment Filing Requirements
(All Funds)
Introduction
At its videoconference meetings held on June 21-23, 2022, the Board, including all of the Independent Trustees, unanimously determined that it would be in the best interests of JHVIT and its shareholders (as well as contract owners whose contract values are invested in shares of JHVIT) to amend JHVIT’s Declaration of Trust to modify certain filing requirements related to amended and restated versions of the Declaration of Trust. Specifically, the Declaration of Trust currently requires the Trust to file a copy of the Declaration of Trust and all amendments thereto with both the Secretary of the Commonwealth of Massachusetts and the Boston City Clerk. At their meeting, the Trustees voted to approve a plan to remove these filing requirements. Under this Proposal, shareholders of JHVIT are being asked to approve an amendment to the Declaration of Trust to do so.
Background
The Declaration of Trust currently allows shareholders to inspect an original or copy of the Declaration of Trust and all amendments thereto in multiple ways. First, shareholders may visit the office of the Trust to inspect the Declaration of Trust. Second, shareholders may contact the offices of the Secretary of the Commonwealth of Massachusetts or the Boston City Clerk to do so, as the Declaration of Trust requires that copies of the Declaration of Trust and all amendments thereto to be filed with these offices. Additionally, although not required by the Declaration of Trust, the Trust currently provides shareholders with copies of the Declaration of Trust via mail or email upon request. The Declaration of Trust is also accessible via the Securities and Exchange Commission’s (“SEC”) Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) website.
Proposal
It is the Board’s understanding that the vast majority of shareholders who wish to inspect a copy of the Trust’s Declaration of Trust do so electronically, either by requesting the Declaration of Trust via email or by visiting the SEC’s EDGAR website to do so. Few shareholders have ever expressed a desire to inspect the Declaration of Trust in person, either at the office of the Trust or at the offices of the Secretary of the Commonwealth of Massachusetts or the Boston City Clerk. Accordingly, although shareholders will always be able to inspect the Declaration of Trust in the Trust’s office, the Trust no longer believes that filing amendments to the Declaration of Trust with the offices of the Commonwealth of Massachusetts or the Boston City Clerk is necessary to facilitate access or transparency for shareholders. Instead, the Trust believes that such a requirement can be removed from the Declaration of Trust without any significant effect on shareholders. If the Proposal is adopted, the Declaration of Trust will still require that the Trust file the Declaration of Trust in any governmental office where doing so is required by law. However, because filing the Declaration of Trust with the Secretary of the Commonwealth of Massachusetts and the Boston City Clerk is not currently required by law, the Trust would not need to do so unless relevant laws or regulations changed.
If this Proposal is approved by shareholders, Article VII, Section 7.5 will be amended to provide substantially as follows (deleted language isstricken):
Section 7.5 Filing of Copies; References; Headings. The original or a copy of this instrument and of each amendment hereto shall be kept at the office of the Trust where it may be
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inspected by any Shareholder. A copy of this instrument and of each amendment hereto shall be filed by the Trust withthe Secretary of The Commonwealth of Massachusetts and with the Boston City Clerk, as well as anyother governmental office where such filing may from time to time be required, but the failure to make any such filing shall not impair the effectiveness of this instrument or any such amendment. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such amendments have been made, as to the identities of the Trustees and officers, and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such amendments. A restated Declaration of Trust, containing the original Declaration of Trust and all amendments theretofore made, may be executed from time to time by a majority of the Trustees and shall, upon filing with the Secretary of The Commonwealth of Massachusetts, be conclusive evidence of all amendments contained therein and may thereafter be referred to in lieu of the original Declaration of Trust and the various amendments thereto. In this instrument and in any such amendment, references to this instrument, and all expressions like “herein,” “hereof” and “hereunder” shall be deemed to refer to this instrument as a whole as the same may be amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. This instrument may be executed in any number of counterparts each of which shall be deemed an original.
Required Vote
For Proposal 3, approval of the proposed amendment to the Declaration of Trust will require the affirmative vote of the lesser of:
(1) 67% or morea “Majority of the voting securitiesOutstanding Voting securities” of the Fund,Trust (as defined above under the heading “Voting Procedures - Quorum; Definition of Majority of Outstanding Voting Securities”). Shares of the Trust will be voted in the aggregate and not by series of shares with respect to the Proposal.
If Proposal 3 is not approved, this amendment will not be made to the Declaration of Trust.
The Board, including all the Independent Trustees, recommends that shareholders of JHVIT vote “FOR” Proposal 3.
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Independent Registered Public Accounting Firm
The firm of PricewaterhouseCoopers LLP (“PwC”), 101 Seaport Boulevard, Suite 500, Boston, Massachusetts 02116, has been selected as the independent registered public accounting firm for JHVIT for the fiscal year ending December 31, 2021 and has served as such for the last two fiscal years.
The independent registered public accounting firm examines annual financial statements for JHVIT, reviews regulatory filings that include those financial statements and provides other audit-related, non-audit, and tax-related services to JHVIT. Representatives of PwC are not expected to be present at the Meeting but have been given the opportunity to make a statement, if they so desire, and will be available should any matter arise requiring their participation.
Audit Fees. These fees represent aggregate fees billed for fiscal years ended December 31, 2020 and December 30, 2021 (the “Reporting Periods”) for professional services rendered by PwC for the holdersaudits of more than 50% ofeach Fund’s annual financial statements or services that are normally provided by the outstanding voting securities of the Fund are present at the Meeting or by proxy; or
(2) more than 50% of the outstanding voting securities of the Fund.
Shareholders do not have appraisal rightsaccountant in connection with statutory and regulatory filing or engagements for such period. These services include the Proposalaudits of the financial statements of JHVIT, issuance of consents, income tax provision procedures and assistance with review of documents filed with the SEC.
Audit-Related Fees. These fees represent the aggregate fees billed for the Reporting Periods for assurance and related services by PwC that are reasonably related to the performance of the audit of each Fund’s financial statements and are not reported under “Audit Fees,” below. Such fees relate to professional services rendered by PwC for separate audit reports in this Proxy Statement.connection with 17f-2 (under the 1940 Act) security counts and fund merger audit services.
Tax Fees. These fees represent aggregate fees billed for the Reporting Periods for professional services rendered by PwC for tax compliance, tax advice and tax planning. The tax services provided by PwC related to the review of each Fund’s federal and state income tax returns, excise tax calculations and returns and a review of each Fund’s calculations of capital gain and income distributions.
All Other Fees. These fees for the Reporting Periods relate to products and services provided by PwC other than those reported above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees” above.
8Fees Paid to PwC for the Last Two Fiscal Years Ended December 31
Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | |||||
Fund | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 |
500 Index Trust | $28,965 | $30,002 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Active Bond Trust | $44,942 | $46,403 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
American Asset Allocation Trust | $15,370 | $16,068 | $5 | $5 | —1 | —1 | $88 | $18 |
American Global Growth Trust | $15,370 | $16,068 | $5 | $5 | —1 | —1 | $88 | $18 |
American Growth Trust | $15,370 | $16,068 | $5 | $5 | —1 | —1 | $88 | $18 |
American Growth-Income Trust | $15,370 | $16,068 | $5 | $5 | —1 | —1 | $88 | $18 |
American International Trust | $15,370 | $16,068 | $5 | $5 | —1 | —1 | $88 | $18 |
THE BOARD, INCLUDING ALL THE TRUSTEES OF THE TRUST WHO ARE NOT “INTERESTED PERSONS” (AS DEFINED IN THE 1940 ACT) OF THE TRUST (THE “INDEPENDENT TRUSTEES”30
Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | |||||
Fund | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 |
Blue Chip Growth Trust | $26,498 | $27,482 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Capital Appreciation Trust | $26,790 | $27,781 | $5 | $5 | —1 | —1 | $88 | $18 |
Capital Appreciation Value Trust | $30,025 | $31,085 | $5 | $5 | —1 | —1 | $88 | $18 |
Core Bond Trust | $49,358 | $50,935 | $5 | $5 | —1 | —1 | $88 | $18 |
Disciplined Value International Trust | $32,103 | $33,227 | $5 | $5 | —1 | —1 | $88 | $18 |
Emerging Markets Value Trust | $39,103 | $40,372 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Equity Income Trust | $26,604 | $27,591 | $5 | $5 | —1 | —1 | $88 | $18 |
Financial Industries Trust | $26,377 | $27,358 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Fundamental All Cap Core Trust | $26,377 | $27,358 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Fundamental Large Cap Value Trust | $26,377 | $27,358 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Global Equity Trust (formerly Global Trust) | $32,541 | $35,476 | $5 | $5 | —1 | —1 | $176 | $684 |
Health Sciences Trust | $39,358 | $40,663 | $5 | $5 | —1 | —1 | $5,188 | $18 |
High Yield Trust | $60,018 | $61,875 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
International Equity Index Trust | $36,512 | $37,723 | $5 | $5 | $4,403 | $4,566 | $88 | $18 |
International Small Company Trust | $39,196 | $40,460 | $5 | $5 | $4,403 | $4,566 | $88 | $18 |
Investment Quality Bond Trust | $65,746 | $67,754 | $5 | $5 | —1 | —1 | $88 | $18 |
Lifestyle Balanced Portfolio | $29,236 | $30,259 | $5 | $5 | —1 | —1 | $88 | $18 |
Lifestyle Conservative Portfolio | $29,236 | $30,259 | $5 | $5 | —1 | —1 | $88 | $18 |
Lifestyle Growth Portfolio | $29,236 | $30,259 | $5 | $5 | —1 | —1 | $88 | $768 |
Lifestyle Moderate Portfolio | $29,236 | $30,259 | $5 | $5 | —1 | —1 | $88 | $18 |
Managed Volatility Balanced Portfolio | $25,677 | $26,607 | $5 | $5 | —1 | —1 | $88 | $18 |
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Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | |||||
Fund | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 |
Managed Volatility Conservative Portfolio | $25,677 | $26,607 | $5 | $5 | —1 | —1 | $88 | $18 |
Managed Volatility Growth Portfolio | $25,677 | $26,607 | $5 | $5 | —1 | —1 | $88 | $768 |
Managed Volatility Moderate Portfolio | $25,677 | $26,607 | $5 | $5 | —1 | —1 | $88 | $18 |
Mid Cap Index Trust | $26,377 | $27,358 | $5 | $5 | —1 | —1 | $88 | $18 |
Mid Cap Growth Trust | —1 | $43,968 | —1 | $5 | —1 | $3,989 | $8,588 | $18 |
Mid Value Trust | $27,625 | $28,638 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Money Market Trust | $25,085 | $26,038 | $5 | $5 | —1 | —1 | $88 | $18 |
Opportunistic Fixed Income Trust | $82,132 | $84,561 | $5 | $5 | —1 | —1 | $88 | $18 |
Real Estate Securities Trust | $26,531 | $27,516 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Science & Technology Trust | $33,858 | $35,035 | $5 | $5 | $3,837 | $3,989 | $3,488 | $18 |
Select Bond Trust | $52,078 | $53,727 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Short Term Government Income Trust | $59,235 | $61,072 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Small Cap Index Trust | $26,377 | $27,358 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Small Cap Opportunities Trust | $26,377 | $27,358 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Small Cap Stock Trust | $32,503 | $33,645 | $5 | $5 | —1 | —1 | $88 | $18 |
Small Cap Value Trust | $30,293 | $31,376 | $5 | $5 | —1 | —1 | $88 | $18 |
Small Company Value Trust | $26,377 | $27,358 | $5 | $5 | —1 | —1 | $88 | $18 |
Strategic Equity Allocation Trust | $46,127 | $47,605 | $5 | $5 | $4,403 | $4,566 | $88 | $18 |
Strategic Income Opportunities Trust | $64,408 | $67,171 | $5 | $5 | $4,403 | —1 | $88 | $18 |
Total Bond Market Trust | $41,041 | $42,400 | $5 | $5 | $3,837 | —1 | $88 | $18 |
Total Stock Market Index Trust | $26,377 | $27,358 | $5 | $5 | $3,837 | $3,989 | $88 | $18 |
Ultra Short Term Bond Trust | $44,777 | $46,234 | $5 | $5 | —1 | —1 | $88 | $19 |
John Hancock Fund Complex | $1,650,970 | $1,760,483 | $250 | $250 | $82,841 | $81,511 | $21,485 | $3,066 |
1 Fund utilized Ernst and Young for Tax and Other Services rather than the Fund’s current independent auditor.
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The SEC’s auditor independence rules require the Audit Committee of the Board to pre-approve: (a) all audit and permissible non-audit services provided by JHVIT’s independent registered public accountants directly to JHVIT, and (b) those permissible non-audit services provided by JHVIT’s independent registered public accounting firm to the Advisor (not including any subadvisor whose role is primarily portfolio management and is sub-contracted with or overseen by another investment advisor) and any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to JHVIT (the “Affiliated Service Providers”), AND THE ADVISOR RECOMMEND THAT SHAREHOLDERS OF THE FUND VOTE “FOR” THE PROPOSALif the services relate directly to the operations and financial reporting of JHVIT. The Audit Committee has adopted policies and procedures regarding the pre-approval of audit and non-audit services by the Trust’s independent registered public accounting firm (“Auditor”). The procedures are designed to assure that these services do not impair the Auditor’s independence. The procedures also require the Audit Committee to pre-approve non-audit services provided by the Auditor to the Trust, the Advisor or any entity controlling, controlled by or under common control with the Advisor (an “Advisor Affiliate”) where such services provided have a direct impact on the operations or financial reporting of the Trust, as further assurance that such services do not impair the Auditor’s independence. The procedures follow two different approaches to pre-approving services: (1) proposed services may be pre-approved (“general pre-approval”); or (2) proposed services will require specific pre-approval (“specific pre-approval”). Unless a type of service provided by the Auditor has received general pre-approval, it will require specific pre-approval by the Audit Committee. The procedures describe the Audit, Audit-related, Tax and Other Non-Audit Services that have been pre-approved by the Audit Committee. The Audit Committee annually reviews these services and the amount of fees for each such service that have been pre-approved. The Audit Committee may delegate pre-approval authority to its chairperson or any other member or members.
OTHER MATTERSDuring the last two fiscal years, PwC billed no fees that the Audit Committee was required to pre-approve pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The Audit Committee has considered whether the provision of non-audit services that were rendered to Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining independent auditor’s independence. The aggregate non-audit fees billed by PwC for services rendered to JHVIT and rendered to the Affiliated Service Providers for each of the last two fiscal years were:
December 31, 2021 — $1,688,978
December 31, 2020 — $1,704,396
The Board does not know of any matters to be presented at the Meeting other than those mentioned in this Proxy Statement. 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.
The Trust
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 the TrustJHVIT must be received by the TrustJHVIT a reasonable time before the Trust’sJHVIT’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.
BY ORDER OF THE BOARD OF TRUSTEES
August 6, 20213, 2022
Boston, Massachusetts
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IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING BY PHONE ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARDCARD(S) IN THE ENCLOSED ENVELOPE.
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APPENDICES
9PROXY STATEMENT OF
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 9, 2022
Appendix A | Outstanding Shares and Share Ownership |
Appendix B | Procedures for the Selection of Independent Trustees |
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APPENDIX A — OUTSTANDING SHARES AND SHARE OWNERSHIP
Principal Holders. There were no principal holders of the shares of Blue Chip Growth Trust in addition to the Insurance Companies. Principal holders are those who own of record or are known by John Hancock Variable Insurance Trust (“JHVIT”) to own beneficially 5% or more of a series of a fund’s outstanding shares.
Outstanding Shares and Share Ownership
As of the Record Date, the number of votes eligible to be cast at the Meeting with respect to the Series I, Series II, Series III and Series NAV shares (as applicable) of Blue Chip Growth Trust,each Fund, and the percentage ownership thereof by John Hancock USAeach Insurance Company, the “Funds of Funds” and John Hancock NY, and collectively by the Funds of FundsExternal Insurance Companies are set forth below:
Share Class | Number of Outstanding Shares | Number of Eligible Votes | Percentage of Shares Held by | |||||||||||||||||
John Hancock USA | John Hancock NY | Funds of Funds* | ||||||||||||||||||
Series I | 8,933,250.472 | 8,933,250.472 | 92.62 | % | 7.38 | % | N/A | |||||||||||||
Series II | 3,525,144.857 | 3,525,144.850 | 86.75 | % | 13.25 | % | N/A | |||||||||||||
Series NAV | 41,257,577.712 | 41,257,577.712 | 63.55 | % | 1.18 | % | 35.27 | % |
Fund Share Class Number of Eligible Votes Percentage of Shares held by JHLICO U.S.A. Percentage of Shares held by JHLICO New York Appendix A - 1
Appendix A - 2
Appendix A - 3
Appendix A - 4
Appendix A - 5
Appendix A - 6
Appendix A - 7
Appendix A - 8
Appendix A - 9
*Represents the aggregate percentage ownership of the Lifestyle Trusts and the Managed Volatility Trust. 1 Thrivent Financial for Lutherans. 2 Nationwide Financial Services, Inc. 3 Nationwide Financial Services, Inc. (11.82%); Philadelphia Financial Life Assurance Company (0.68%); and TIAA-CREF Life Insurance Company (26.77%). 4 Midland National Life Insurance Company. 5 Thrivent Financial for Lutherans (39.34%); and Midland National Life Insurance Company (1.38%). |
As of December 31, 2021, the Record Date, Trustees and officers of JHVIT,the Trust, in the aggregate, beneficially owned or had the right to provide voting instructions for less than 1% of the outstanding shares of any class of any of the Fund.
A-1As of the Record Date, to the knowledge of JHVIT, no record or beneficial owner of one or more variable contracts had voting authority with respect to 5% or more of the outstanding shares of any class of any of the Funds except as noted below.
Fund | Share Class | Name and Address | Percentage Owned | Type of Ownership |
500 Index Fund | NAV | PACIFIC LIFE INSURANCE COMP. 700 NEWPORT CENTER DRIVE NEWPORT BEACH CA 92660 | 6.69% | BENEFICIAL |
500 Index Fund | NAV | METROPOLITAN LIFE INSURANCE CO C/O NEW ENGLAND FINANCIAL ATTN: GENERAL COUNSEL 501 BOYLSTON ST BOSTON MA 02116 | 9.89% | BENEFICIAL |
Capital Appreciation Value Trust | I | MORARU IRREVOCABLE TRUST DATED NOVEMBER 21, 2008 1010 MADISON DRIVE MOUNTAIN VIEW CA 94040 | 6.21% | BENEFICIAL |
Capital Appreciation Value Trust | I | PHILLIP H DEOS 9900 FOX BOROUGH DRIVE OAKDALE CA 95361 | 8.50% | BENEFICIAL |
Capital Appreciation Value Trust | I | CLYDE T TURNER 3229 BAY ESTATES DR MIRAMAR BEACH FL 32550-7818 | 8.01% | BENEFICIAL |
Appendix A - 10
Fund | Share Class | Name and Address | Percentage Owned | Type of Ownership |
Capital Appreciation Value Trust | I | Tab Turner Living Tr dtd 5/21/11 3229 Bay Estates Dr Miramar Beach FL 32550 | 5.50% | BENEFICIAL |
Capital Appreciation Value Trust | I | BTHJR SB TRUST U/A BTH 2003 SB IRREV TR DTD 11/30/2003 24 FRANK LLOYD WRIGHT DRIVE PO BOX 554 ANN ARBOR MI 48106-0554 | 6.71% | BENEFICIAL |
Capital Appreciation Value Trust | I | LUCY E SMITH 5 LUCINDA PL WESTFORD MA 01886 | 5.86% | BENEFICIAL |
Capital Appreciation Value Trust | I | GREGORY J LESAGE 8 N 647 EDGEWOOD ROAD ELGIN IL 60123 | 5.20% | BENEFICIAL |
Capital Appreciation Value Trust | I | COMERICA BANK & TRUST NA / TRUSTEE THE POLYCLINIC DEFERRED COMPENSATION PLAN 411 WEST LAFAYETTE BLVD DETROIT, MI 48226 | 7.60% | BENEFICIAL |
Emerging Markets Value Trust | I | NATOMAS PARTNERS LP 1324 LEXINGTON WAY SEATTLE WA 98112 | 8.32% | BENEFICIAL |
Emerging Markets Value Trust | I | ROBIN DOWNE 520 GREEN BAY RD WINNETKA IL 60093-2552 | 7.97% | BENEFICIAL |
Emerging Markets Value Trust | I | COMERICA BANK & TRUST NA / TRUSTEE THE POLYCLINIC DEFERRED COMPENSATION PLAN 411 WEST LAFAYETTE BLVD DETROIT, MI 48226 | 5.97% | BENEFICIAL |
International Equity Index Trust | NAV | METROPOLITAN LIFE INSURANCE CO C/O NEW ENGLAND FINANCIAL ATTN: GENERAL COUNSEL 501 BOYLSTON ST BOSTON MA 02116 | 5.14% | BENEFICIAL |
International Small Company Trust | NAV | THE LUBRIZOL DEFERRED COMPENSATION PLAN TR KEY BANK 100 PUBLIC SQUARE 9TH FLOOR CLEVELAND OH 44113 | 8.07% | BENEFICIAL |
International Small Company Trust | NAV | THE LUBRIZOL DEFERRED COMPENSATION PLAN TR KEY BANK 100 PUBLIC SQUARE 9TH FLOOR CLEVELAND OH 44113 | 14.68% | BENEFICIAL |
Lifestyle Conservative Portfolio | NAV | REUBEN W HOLLAND III 5341 HIDDEN HARBOR ROAD SARASOTA FL 34242 | 5.13% | BENEFICIAL |
Lifestyle Conservative Portfolio | NAV | THE DAVID S. AND IVY L. ZELMAN IRREVOCABLE TR 35850 SOUTH WOODLAND RD CHAGRIN FALLS OH 44022 | 7.68% | BENEFICIAL |
Lifestyle Conservative Portfolio | NAV | THE PETAKOVICH CHILDREN’S TRUST DATED 12/27/2 C/O CAREY & RAICEVICH CPAS INC | 9.68% | BENEFICIAL |
Appendix A - 11
Fund | Share Class | Name and Address | Percentage Owned | Type of Ownership | ||
9939 HIBERT ST, STE 206 SAN DIEGO CA 92131 | ||||||
Lifestyle Moderate Portfolio | NAV | THE SCHNALL 2015 DYNASTY TRUST AGRMT DTD 4 500 STANTON CHRISTIANA ROAD NEWARK DE 19713 | 5.07% | BENEFICIAL | ||
Managed Volatility Conservative Portfolio | NAV | THE HANK AND KAREN TRUE FAMILY 2011 TRUST DAT C/O THEA TRUE WELLS TRUSTEE PO BOX 2360 CASPER WY 82602 | 5.02% | BENEFICIAL | ||
Mid Cap Index Trust | NAV | THE KENT C. MCCARTHY 2012 DYNASTY TRUST DA PO BOX 8053 RAPID CITY SD 57709 | 6.73% | BENEFICIAL | ||
Mid Cap Index Trust | NAV | THE LUBRIZOL DEFERRED COMPENSATION PLAN TR KEY BANK 100 PUBLIC SQUARE 9TH FLOOR CLEVELAND OH 44113 | 6.42% | BENEFICIAL | ||
Money-Market Trust | NAV | COSTCO WHOLESALE CORPORATION 999 LAKE DR. ISSAQUAH WA 98027 | 5.71% | BENEFICIAL | ||
Short Term Government Income Trust | NAV | HARRAH’S ENTERTAINMENT INC. EXECUTIVE DEFERRE 1489 W WARM SPRINGS RD, STE 110 HENDERSON NV 89014 | 6.20% | BENEFICIAL | ||
Short Term Government Income Trust | NAV | JH NIA GRANTOR TRUST ATTN MS DIANE MAYHEW EXECUTIVE SERVICES ONE WEST FOURTH ST, NC-6251 WINSTON-SALEM NC 27101 | 17.20% | BENEFICIAL | ||
Short Term Government Income Trust | NAV | COSTCO WHOLESALE CORPORATION 999 LAKE DR. ISSAQUAH WA 98027 | 8.09% | BENEFICIAL | ||
Small Cap Value Trust | NAV | THE LUBRIZOL DEFERRED COMPENSATION PLAN TR KEY BANK 100 PUBLIC SQUARE 9TH FLOOR CLEVELAND OH 44113 | 5.47% | BENEFICIAL | ||
Strategic Income Opportunities Trust | NAV | JH NIA GRANTOR TRUST ATTN MS DIANE MAYHEW EXECUTIVE SERVICES ONE WEST FOURTH ST, NC-6251 WINSTON-SALEM NC 27101 | 12.02% | BENEFICIAL | ||
Strategic Income Opportunities Trust | NAV | JH NIA GRANTOR TRUST ATTN MS DIANE MAYHEW EXECUTIVE SERVICES ONE WEST FOURTH ST, NC-6251 WINSTON-SALEM NC 27101 | 6.59% | BENEFICIAL | ||
Total Bond Market Trust | NAV | METROPOLITAN LIFE INSURANCE CO C/O NEW ENGLAND FINANCIAL ATTN: GENERAL COUNSEL 501 BOYLSTON ST BOSTON MA 02116 | 8.00% | BENEFICIAL | ||
Total Stock Market Index Trust | II | MIGUEL A PARR BENNETT 201 VANCE STREET | 15.59% | BENEFICIAL |
Appendix A - 12
JOHN HANCOCK VARIABLE INSURANCE TRUST
P.O. BOX 9112
FARMINGDALE, NY 11735
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D58863-Z80901 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
Total Stock Market Index Trust | NAV | CHANEL INC GRANTOR TRUST C/O PRUDENTIAL RETIREMENT 30 ED PREATE DRIVE MOOSIC PA 18507 | 5.56% | BENEFICIAL | ||||||||||||||
Ultra Short Term Bond Trust | I | THOMAS & REGINA BRADLEY FAMILY TRUST DATED DECEMBER 17, 2014 869 WOODSIDE DR WANTAGH NY 11793 | 5.03% | BENEFICIAL | ||||||||||||||
Ultra Short Term Bond Trust | I |
1927 OAK HARBOUR DR SW OCEAN ISLE BEACH NC 284696421 | 7.30% | BENEFICIAL | ||||||||||||||
Ultra Short Term Bond Trust | I | GLORIA A LIEN 461 TERRASOL LANE OAKDALE CA 95361 | 5.12% | BENEFICIAL | ||||||||||||||
Ultra Short Term Bond Trust | NAV | AUGUST C F MEYER C/O PAULA WALTERS 100 W. UNIVERSIT STE 401 CHAMPAIGN IL 61820 | 6.47% | |||||||||||||||
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BENEFICIAL |
Appendix A - 13
Important Notice Regarding the AvailabilityBack To Table of Proxy Materials for the Special Meeting:Contents
The Proxy Statement is available at www.proxyvote.com.APPENDIX B
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Procedures for the
D58864-Z80901Selection of Independent Trustees
Exhibit A
Procedures for the Selection of New Independent Trustees
(1) The Nominating and Governance Committee shall consider recommendations for nominations from a wide variety of sources, including members of the Board, business contacts, the Company’s legal counsel, community leaders and members of management. The Nominating and Governance Committee may retain a professional search firm or a consultant to assist the Nominating and Governance Committee in a search for a qualified candidate.
(2) A biography of each candidate shall be acquired and shall be reviewed by counsel to the Independent Trustees and counsel to the Trust to determine the candidate’s eligibility to serve as an Independent Trustee.
(3) The Nominating and Governance Committee will select Independent Trustee candidates in accordance with its Statement of Policy on Criteria for Selecting Independent Trustees (attached hereto as Annex A). While the re-nomination of existing Trustees will not be viewed as automatic, the Nominating and Governance Committee will generally favor the re-nomination of an existing Trustee rather than a new candidate if the re-nomination is consistent with the Statement of Policy on Criteria for Selecting Independent Trustees. The Nominating and Governance Committee in considering the re-nomination of any existing Trustee will take into account such Trustee’s performance on the Board including any Board committee.
(4) The Nominating and Governance Committee shall meet to review the materials relating to each eligible candidate and to determine whether one or more of the candidates should be interviewed in person by the Nominating and Governance Committee. If the Nominating and Governance Committee determines that any candidate should be interviewed, he or she shall be interviewed by at least a majority of the members of the Nominating and Governance Committee. After interviewing the Trustee candidate(s), the Nominating and Governance Committee shall meet to determine whether to recommend one or more of the candidates to the full Board of Trustees.
Annex A
Statement of Policy on Criteria for Selecting Independent Trustees
The Nominating and Governance Committee may take into account a wide variety of factors in considering Trustee candidates, including (but not limited to) the criteria set forth below. The Nominating and Governance Committee may determine that a candidate who does not satisfy these criteria in one or more respects should nevertheless be considered as a nominee if the Nominating and Governance Committee finds that the criteria satisfied by the candidate and the candidate’s other qualifications demonstrate substantially the same level of fitness to serve as an Independent Trustee.
1. The candidate should have unquestioned personal integrity and such other personal characteristics as a capacity for leadership and the ability to work well with others.
2. The candidate may not be an “interested person” (as defined in the Investment Company Act of 1940) of the Advisor, and should have no material relationship, whether business, professional, familial or other, that would create an appearance of a lack of independence in respect of the Advisor or affiliates.
Appendix B - 1
3. The candidate should be willing and able to commit the time necessary for attendance at meetings and the performance of other duties of an Independent Trustee.
4. The candidate should have business, professional, academic or other experience and qualifications which demonstrate that he or she will make a valuable contribution as an Independent Trustee. In addition, the candidate should have sufficient financial or accounting knowledge to add value to the deliberations of the Independent Trustees.
5. The candidate should have experience on corporate or other institutional bodies having oversight responsibilities.
6. In addition, the Independent Trustees will strive to achieve a group that reflects a diversity of experiences in respect of industries, professions and other experiences, and that is diversified as to gender and race.
It is the intent of the Nominating and Governance Committee that at least one Independent Trustee be an “audit committee financial expert” as that term is defined in Item 3 of Form N-CSR.
Appendix B - 2
JHVITPX
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