[DYKEMA GOSSETT PLLC LETTERHEAD]
FORM OF OPINION LETTER
____, 2004
Manufacturers Investment Trust
73 Tremont Street
Boston, Massachusetts 02108
John Hancock Variable Series Trust I
John Hancock Place
P.O. Box 111
Boston, Massachusetts 02117
RE: FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSFER OF ASSETS OF THE
INTERNATIONAL INDEX TRUST TO THE INTERNATIONAL EQUITY INDEX FUND
Ladies and Gentlemen:
You have requested our opinion that the proposed acquisition of the assets
and liabilities of the International Index Trust by the International Equity
Index Fund will qualify as a "reorganization" under Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended (the "Code"). Hereinafter the
International Index Trust is referred to as the "Acquired Fund" and the
International Equity Index Fund is referred to as the "Acquiring Fund".
BACKGROUND
The transaction will take place pursuant to an Agreement and Plan of
Reorganization (the "Reorganization Agreement") adopted on behalf of the
Acquired Fund by Manufacturers Investment Trust ("MIT") and on behalf of the
Acquiring Fund by John Hancock Variable Series Trust I ("JHVST"). Each of MIT
and JHVST is a Massachusetts business trust organized as a series company and is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end investment company of the management type. The Acquired
Fund and the Acquiring Fund are each treated as a separate corporation for
Federal income tax purposes.
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John Hancock Variable Series Trust I
______, 2004
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Where relevant, capitalized terms not otherwise defined herein have the
meanings they have for the purposes of the Reorganization Agreement. For
purposes of this opinion, all statutory references are to the Code unless
otherwise specified.
In connection with the preparation of this opinion, we have, among other
things, reviewed, and relied upon the accuracy of, the following documents:
1. The Reorganization Agreement;
2. The Registration Statement on Form N-14 under the Securities Act
of 1933, as filed with the Securities and Exchange Commission
(the "Registration Statement"); and
3. Officer's Certificates provided to us separately by each of MIT
and JHVST (the "Certificates").
In rendering this opinion, we have assumed that the Reorganization will be
carried out pursuant to the terms of the Reorganization Agreement and in
accordance with the Certificates. In addition, we have further assumed that
factual statements and information contained in the Registration Statement, the
Certificates, and other documents, records and instruments supplied to us are
correct and that there has been no material change with respect to such facts or
information prior to the time of the Reorganization.
If the Reorganization is effected on a factual basis different from that
contemplated above, any or all of the opinions expressed herein may be
inapplicable. Further, our opinion expressed herein is based upon existing law,
regulations, administrative pronouncements, and judicial authority, all as in
effect as of today's date. This opinion represents our best legal judgment as to
the matters addressed herein, but is not binding on the Internal Revenue Service
("IRS") or the courts. Accordingly, no assurance can be given that the opinion
expressed herein, if contested, would be sustained by a court. Furthermore, the
authorities upon which we rely may be changed at any time, potentially with
retroactive effect. No assurances can be given as to the effect of any such
changes on the conclusions expressed in this opinion.
ASSUMPTIONS
1. Each of MIT and JHVST is a business trust under Massachusetts law and
an open-end management investment company operating as a series fund under the
1940 Act.
2. The Acquired Fund has been a regulated investment company ("RIC")
under Section 851 of the Code since the date of its organization through the end
of its last complete
Manufacturers Investment Trust
John Hancock Variable Series Trust I
______, 2004
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taxable year and will qualify as a RIC for the taxable year ending on the date
of the Reorganization.
3. The Acquiring Fund has been a RIC within the meaning of Section 851 of
the Code since the date of its organization through the end of its last complete
taxable year and will qualify as a RIC for the taxable year ending on the date
of the Reorganization.
4. The Board of Trustees of each of MIT and JHVST has determined, for
valid business reasons, that it is advisable to combine the assets and
liabilities, if any, of the Acquired Fund into the Acquiring Fund and has
adopted the Reorganization Agreement, subject to, among other things, approval
by the shareholders of the Acquired Fund.
5. For the taxable year ending on the Exchange Date (as defined in
Section 1(b)(i) of the Reorganization Agreement), the Acquired Fund shall
calculate, declare and pay ordinary and capital gains dividends on its shares in
amounts sufficient to distribute all of its investment company taxable income
and all of its capital gains immediately prior to the close of business on the
Exchange Date. Such dividends shall be automatically reinvested in additional
shares of the Acquired Fund.
6. On the Exchange Date, the Acquired Fund will convey, transfer and
deliver to the Acquiring Fund all of the then existing assets of the Acquired
Fund (consisting, without limitation, of portfolio securities and instruments,
dividend and interest receivables, cash and other assets). In consideration
thereof, the Acquiring Fund will (A) assume and pay, to the extent that they
exist on or after the Exchange Date, all of the obligations and liabilities of
the Acquired Fund and (B) issue and deliver to the Acquired Fund full and
fractional Series I and Series II shares of the Acquiring Fund, equal to that
number of full and fractional Series I and Series II shares of the Acquired Fund
as determined in Section 1(c) of the Reorganization Agreement.
The holders of Series I and Series II shares of the Acquired Fund will
receive, respectively, Series I and Series II shares of the Acquiring Fund. Any
Series I and Series II shares of capital stock (if any) of the Acquired Fund
held in the Treasury of MIT on the Exchange Date shall thereupon be retired.
Such transactions shall take place on the Exchange Date. All computations
relating to the shares of the Acquired Fund and of the Acquiring Fund shall be
performed by the Custodian under the Reorganization Agreement. The determination
of said Custodian shall be conclusive and binding on all parties in interest.
7. As of the Exchange Date, the Acquired Fund will liquidate and
distribute pro rata to its shareholders, the shares of the Acquiring Fund
received pursuant to Section 1(a)(i) of the Reorganization Agreement in actual
or constructive exchange for the shares of the Acquired
Manufacturers Investment Trust
John Hancock Variable Series Trust I
______, 2004
Page 4
Fund held by its shareholders. The holders of Series I and Series II shares of
the Acquired Fund will receive, respectively, Series I and Series II shares of
the Acquiring Fund.
8. The liquidation and distribution will be accomplished by the transfer
of the shares of the Acquiring Fund then credited to the account of the Acquired
Fund on the books of the Acquiring Fund to accounts opened on the share records
of the Acquiring Fund in the names of the Acquired Fund shareholders and
representing the respective pro rata number of shares of the Acquiring Fund due
such shareholders. The Acquiring Fund will not issue certificates representing
shares of the Acquiring Fund in connection with such exchange.
9. Notwithstanding Sections 6, 7 and 8, a pro rata portion of the assets
of the Acquired Fund has been transferred to the Acquiring Fund solely for
shares of the Acquiring Fund in advance of the Exchange Date. Such transfers
occurred solely for reasons of administrative convenience, and the assets so
transferred shall be treated by the parties as assets acquired from the Acquired
Fund pursuant to the Reorganization.
10. As soon as practicable after the Exchange Date, MIT shall take all the
necessary steps under Massachusetts law, MIT's Declaration of Trust and any
other applicable law to effect a complete dissolution of the Acquired Fund.
Based on the Code, Treasury Regulations issued thereunder, IRS rulings and
relevant case law, as of the date hereof, and on the facts, representations and
assumptions set forth above, and the documents records and other instruments we
have reviewed, it is our opinion that, under current Federal income tax law in
effect as of this date:
(i) The acquisition by the Acquiring Fund of all the assets of the
Acquired Fund solely in exchange for shares of the Acquiring
Fund and the assumption by the Acquiring Fund of all the
liabilities of the Acquired Fund, followed by the distribution
of the shares of the Acquiring Fund by the Acquired Fund, as
described above, qualifies as a reorganization within the
meaning of Section 368(a)(1). Each of the Acquiring Fund and
the Acquired Fund is "a party to a reorganization" within the
meaning of Section 368(b) of the Code.
(ii) No gain or loss will be recognized by the Acquired Fund upon
the transfer of all its assets to the Acquiring Fund solely in
exchange for shares of the Acquiring Fund and the assumption by
the Acquiring Fund of the liabilities of the Acquired Fund, if
any, and the subsequent distribution of those shares of the
Acquiring Fund to the shareholders of the Acquired Fund in
liquidation thereof (Sections 361(a), 357(b), 361(c)).
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John Hancock Variable Series Trust I
______, 2004
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(iii) The Acquiring Fund will not recognize any gain or loss on the
receipt of the assets of the Acquired Fund solely in exchange
for the Acquiring Fund's shares and the Acquiring Fund's
assumption of the Acquired Fund's liabilities, if any (Section
1032(a)).
(iv) The basis of the assets of the Acquired Fund in the hands of
the Acquiring Fund will be the same as the basis of those
assets in the hands of the Acquired Fund immediately prior to
the Reorganization (Section 362(b)).
(v) The Acquiring Fund's holding period for the Acquired Fund's
assets acquired in the Reorganization will include the period
during which the Acquired Fund held such assets (Section
1223(2)).
(vi) No gain or loss will be recognized by the shareholders of the
Acquired Fund upon the liquidation of the Acquired Fund and
upon the receipt of shares of the Acquiring Fund solely in
exchange for their shares in the Acquired Fund (Section
354(a)).
(vii) The basis of the shares of the Acquiring Fund received by the
shareholders of the Acquired Fund will be the same as the basis
of the shares of the Acquired Fund constructively surrendered
in exchange therefor (Section 358(a)(1)).
(viii) The holding period of shares of the Acquiring Fund received by
the shareholders of the Acquired Fund will include the period
during which such shareholders held the shares of the Acquired
Fund constructively surrendered in exchange therefor, provided
that the Acquired Fund's shareholders held the shares of the
Acquired Fund as a capital asset on the Exchange Date (Section
1223(1)).
(ix) Pursuant to Section 381(a), the Acquiring Fund will succeed to
and take into account the items of the Acquired Fund described
in Section 381(c), subject to the provisions and limitations
specified in Sections 381, 382, 383, and 384, and the Treasury
Regulations thereunder. Pursuant to Section 1.381(b)-1 of the
Treasury Regulations, the taxable year of the Acquired Fund
will end on the Exchange Date.
The opinion expressed herein is rendered only with respect to the specific
matters discussed herein. We express no opinion with respect to any other
federal, state, local, or foreign
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John Hancock Variable Series Trust I
______, 2004
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income tax or legal aspect of the Reorganization, and no inference should be
drawn with respect to any matter not expressly opined upon. We express our
opinion herein only for the exclusive purpose of ascertaining the Federal income
tax consequences of the Reorganization contemplated in the Reorganization
Agreement to the Acquired Fund, the Acquiring Fund and the shareholders of the
Acquired Fund on their receipt of the shares of the Acquiring Fund in exchange
for their shares of the Acquired Fund pursuant to the Reorganization Agreement.
This opinion letter may not be relied upon by you for any other purpose, or
relied upon by, or furnished to, any other person, firm or corporation, other
than those specifically listed above, without our prior written consent.
Very truly yours,
DYKEMA GOSSETT, PLLC